Contract analysis

I. Background — Negotiation History To place this termination in proper context, we briefly summarize the procedural history of the parties' engagement and the status of the Proposed MSA negotiations at the time they were paused. On June 12, 2023, MCB issued Request for Proposal No. MCB-IT-RFP-2023-006, soliciting proposals from qualified vendors for the provision of managed IT services, data hosting, and analytics p

II. Change of Control Event — Vaulton Acquisition of Pinecrest On October 12, 2023, Vaulton Technologies Group, Inc., a Delaware corporation headquartered at 1400 Peachtree Road NE, Suite 3100, Atlanta, GA 30309, publicly announced that it had entered into a definitive agreement to acquire one hundred percent (100%) of the outstanding equity interests of Pinecrest Digital Solutions Inc. for a reported aggregate purch

III. Grounds for Termination MCB's decision to terminate the MSA negotiation process is based on a thorough internal assessment conducted between October 12, 2023 and October 25, 2023, involving MCB's senior management, information technology leadership, legal department, and competitive intelligence team. The principal grounds for this decision are as follows: A. Competitive Overlap Concerns MCB has determined that

IV. Confirmation of No Binding Agreement MCB wishes to confirm, for the avoidance of any doubt, that no binding Master Services Agreement was executed between Meridian Consumer Brands LLC and Pinecrest Digital Solutions Inc. at any point during the negotiation process. All drafts of the Proposed MSA exchanged between the parties — including the initial draft transmitted on August 4, 2023, the revised draft circulated

V. Confidential Information — Mutual Destruction Request During the course of the MSA negotiation process, the parties exchanged certain confidential and proprietary information pursuant to the Mutual Non-Disclosure Agreement dated July 14, 2023 between Meridian Consumer Brands LLC and Pinecrest Digital Solutions Inc. (the "NDA") and subject to the confidentiality protections set forth therein. In connection with the

VI. Reservation of Rights MCB expressly reserves all rights, remedies, claims, and defenses available to it at law or in equity, whether arising under the NDA, applicable statutes, common law, or otherwise. Nothing in this letter shall be construed as a waiver, release, or relinquishment of any right, remedy, claim, or defense that MCB may now have or may hereafter acquire, including but not limited to any claims ari

VII. Request for Acknowledgment We respectfully request that DPH acknowledge receipt of this letter and confirm, on behalf of Pinecrest Digital Solutions Inc. (and, to the extent applicable, Vaulton Technologies Group, Inc.), that Pinecrest considers the MSA negotiation process to be terminated with no further obligations on either party, other than the mutual destruction or return of confidential information as desc

VIII. Closing We wish to express MCB's appreciation for the professional and constructive manner in which DPH and Pinecrest conducted the negotiation process. While the outcome is not the one any party anticipated at the outset of the engagement, MCB has acted deliberately and in good faith in reaching this decision. Should there be any administrative matters necessary to close out the negotiation process — including