Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company ("MCB," "Meridian," or the "Client"), in connection with the negotiation, drafting, and review of a Master Services Agreement (the "MSA") with Pinecrest Digital Solutions Inc., a Delaware corporation ("Pinecrest" or "PDS"). This engageme

2. Scope of Engagement C&H's engagement is limited to representing MCB in connection with the negotiation, drafting, and execution of the MSA with Pinecrest. Specifically, the scope of this engagement encompasses the following: (a) Drafting and Preparation of the MSA. C&H will prepare and draft the initial Master Services Agreement between MCB (acting in the capacity of Customer and/or Licensee) and Pinecrest (acting

3. Engagement Team The following attorneys have been assigned to this matter and will be responsible for providing legal services to MCB in connection with this engagement: 3.1 Elaine Forsythe — Responsible Partner Title: Partner, Antitrust & Competition Practice Role: Responsible Partner. Ms. Forsythe will oversee all aspects of the engagement, lead negotiations with Pinecrest's counsel at DPH, and serve as the prim

4. Client Contacts The primary client contact for this engagement shall be David Halverston, General Counsel, Meridian Consumer Brands LLC. Unless otherwise instructed by Mr. Halverston, all communications regarding the engagement—including draft deliverables, legal advice, status updates, negotiation strategy memoranda, and issues reports—will be directed to Mr. Halverston. In addition, C&H understands that the foll

5. Fees and Billing Rates C&H will bill MCB for professional services rendered in connection with this engagement on an hourly basis at the following 2023 standard rates: The foregoing rates are the Firm's standard rates currently in effect for 2023. The Firm reserves the right to adjust its standard billing rates annually, with such adjustments typically taking effect on January 1 of each calendar year. C&H will pro

6. Disbursements and Expenses In addition to professional fees for legal services, MCB will be responsible for reimbursing C&H for reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, but are not limited to, the following: • Document reproduction and printing costs; • Courier and overnight delivery services (e.g., Sev

7. Billing and Payment Terms C&H will issue invoices to MCB on a monthly basis, or at such other intervals as may be mutually agreed upon by the Firm and the Client. Each invoice will provide a detailed accounting of the services rendered during the applicable billing period, including the following information: • The date on which each service was performed; • The name and billing rate of the timekeeper who performe

8. Matter Identification All professional time, costs, disbursements, and correspondence related to this engagement will be recorded under the following identifiers: Matter Number: 1011-00008 Client Number: 71982 MCB should reference these numbers in all correspondence, payments, and communications directed to the Firm in connection with this matter. Proper use of these identifiers will ensure that all charges and co

9. Confidentiality and Attorney-Client Privilege All communications between C&H and MCB in connection with this engagement—including oral and written communications, memoranda, draft documents, legal analyses, negotiation strategies, and any other work product prepared by the Firm—are subject to the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm wil

10. Conflicts of Interest C&H has conducted a thorough conflicts check in accordance with the Firm's standard procedures and the New York Rules of Professional Conduct. Based on the results of that review, the Firm is not aware of any conflict of interest that would prevent C&H from undertaking this representation. The Firm's representation in this matter is limited to MCB in connection with the negotiation of the MS

11. Governing Law This Engagement Letter and the attorney-client relationship between C&H and MCB shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The Firm's representation of MCB is subject to, and will be conducted in compliance with, the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supre

12. Limitation of Scope; No Guarantee of Outcome This engagement is limited to the scope described in Section 2 above. C&H's representation of MCB does not extend to any legal matters, transactions, disputes, or advisory services other than those expressly described in this Engagement Letter, unless the parties separately agree in writing to expand or modify the scope of the engagement. Any such expansion or modifica

13. Termination of Engagement Either C&H or MCB may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, or on such later date as may be specified therein. Upon termination of the engagement, MCB will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date

14. Document Retention Following the conclusion or termination of this engagement, C&H will retain the engagement file—including correspondence, memoranda, draft and final documents, research materials, and other work product—in accordance with the Firm's standard document retention policies. MCB may request the return of original documents provided to the Firm at any time during or after the engagement. The Firm wil

15. Acceptance and Execution We ask that you indicate MCB's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to eforsythe@calderwoodharkness.com, or by mail to the Firm's address set forth above. Please note that, in the event that C&H c

1. Standard Terms and Conditions of Engagement (incorporated by reference) CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments are intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise exempt from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this