Contract analysis

1. Introduction and Purpose of Engagement This engagement arises in connection with C&H's ongoing representation of TMC in a United States Department of Justice, Antitrust Division grand jury investigation (Grand Jury No. GJ-22-0194, United States District Court, Northern District of California, San Francisco Division) (the "Investigation") into suspected price-fixing, market allocation, and bid-rigging in the North

2. Background The following background is provided to ensure that Meridian has a clear understanding of the factual and procedural context of this engagement. All information set forth below is confidential and is provided under the protections discussed in Section 4 (Relationship Structure and Reporting) and Section 7 (Confidentiality) of this Engagement Letter. 2.1 The DOJ Investigation. The DOJ Antitrust Division

3. Scope of Services Meridian shall provide the following consulting services in connection with this engagement, organized into phases as described below. 3.1 Phase 1: Assessment and Program Design (August – September 2023) During Phase 1, Meridian shall undertake the following activities: (a) Antitrust Compliance Risk Assessment. Meridian shall conduct a comprehensive antitrust compliance risk assessment of TMC's g

4. Relationship Structure and Reporting 4.1 Retention Structure and Privilege. Meridian is retained by C&H (and not directly by TMC) in connection with C&H's provision of legal services to TMC in the Investigation. All communications between Meridian and C&H, and all work product prepared by Meridian at C&H's direction, are intended to be protected by the attorney-client privilege and/or the work-product doctrine to

5. Deliverables Meridian shall prepare and deliver the following work products in connection with Phases 1 and 2 of this engagement. All target delivery dates are subject to reasonable adjustment by mutual agreement of the parties. The target delivery dates for the Draft and Final Program Descriptions have been established with reference to TMC's commitment to submit an enhanced compliance program proposal to the DOJ

6. Fee Schedule 6.1 Hourly Rates. Meridian shall bill for services rendered in connection with this engagement at the following hourly rates: 6.2 Expenses. All fees are exclusive of reasonable out-of-pocket expenses, including but not limited to travel, lodging, meals incurred during travel, document reproduction, overnight courier charges, and technology costs directly attributable to the engagement. Expenses shall

7. Confidentiality 7.1 Confidentiality Obligations. Meridian shall maintain in strict confidence all information obtained in connection with this engagement, including but not limited to information regarding TMC, its operations, its personnel, its customers, its competitors, the DOJ Investigation, C&H's legal strategy and work product, and all documents, data, communications, and other materials provided by C&H or T

8. Conflicts of Interest and Independence 8.1 Conflicts Check. Meridian represents and warrants that it has conducted a thorough conflicts-of-interest check in connection with this engagement and has identified no conflicts of interest that would preclude its engagement in this matter or impair its ability to perform the services described herein. 8.2 No Relationships with Adverse Parties. Meridian represents and war

9. Term and Termination 9.1 Term. This engagement shall commence on August 1, 2023 and shall continue until the earliest of: (a) completion of all Phase 1 and Phase 2 services described in Sections 3.1 and 3.2 herein; (b) written termination by C&H upon not less than thirty (30) days' prior written notice to Meridian; or (c) written termination by Meridian upon not less than thirty (30) days' prior written notice to

10. Limitation of Liability 10.1 Exclusion of Consequential Damages. Neither party shall be liable to the other party for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this engagement, regardless of the form of action, whether in contract, tort, strict liability, or otherwise, and regardless of whether such party has been advised of the possibility of such damages

11. Indemnification 11.1 Indemnification of Meridian. TMC (through C&H, acting on TMC's behalf) shall indemnify, defend, and hold harmless Meridian and its members, officers, employees, and agents from and against any and all third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Meridian's performance of services under this

12. Governing Law and Dispute Resolution 12.1 Governing Law. This Engagement Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts-of-law principles. 12.2 Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, or the breach, termination, or validity thereof, shall be resolved by binding arbi

13. Miscellaneous 13.1 Entire Agreement. This Engagement Letter, together with the enclosures referenced herein, constitutes the entire agreement between C&H and Meridian with respect to the engagement described herein and supersedes all prior discussions, negotiations, understandings, and agreements, whether oral or written, between the parties relating to the subject matter hereof. 13.2 Amendments. No amendment, mo

14. Acceptance Please indicate Meridian's acceptance of the terms and conditions of this engagement by signing in the space provided below and returning a fully executed copy of this Engagement Letter to the undersigned. We look forward to working with you and your team on this important matter. Sincerely, CALDERWOOD & HARKNESS LLP By: ________ Name: Elaine Forsythe Title: Responsible Partner, Antitrust & Competition