CALDERWOOD & HARKNESS LLP

One Liberty Plaza, 45th Floor New York, New York 10006

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

May 13, 2022

VIA EMAIL AND FIRST CLASS MAIL

Jonathan Kershaw Senior Vice President, Asset-Based Lending Ridgeline National Bank, National Association 200 Tryon Street Charlotte, NC 28202

Re: Termination of Discussions Regarding Proposed $40,000,000 Asset-Based Revolving Credit Facility — Meridian Consumer Brands LLC Ridgeline Internal Deal ID: ABL-2022-0417

Dear Mr. Kershaw:

This firm represents Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian"), in connection with the proposed $40,000,000 asset-based revolving credit facility (the "Proposed Facility") that has been under discussion between Meridian, on the one hand, and Ridgeline National Bank, National Association ("Ridgeline"), on the other hand. The purpose of this letter is to formally confirm that Meridian is terminating all negotiations and discussions relating to the Proposed Facility, effective as of the date hereof, for the reasons and on the terms set forth below.

Background

As you are aware, the discussions between the parties concerning the Proposed Facility commenced when Ridgeline, through its outside counsel, Whitfield Ames LLP, delivered an initial indicative term sheet for the Proposed Facility to Calderwood & Harkness on or about January 28, 2022 (the "Initial Term Sheet"). Following Meridian's review of the Initial Term Sheet, the parties engaged in multiple rounds of negotiation regarding the principal terms and conditions of the Proposed Facility. In particular, Calderwood & Harkness, on behalf of Meridian, delivered a marked-up version of the Initial Term Sheet to Whitfield Ames LLP on February 14, 2022, setting forth Meridian's comments and proposed revisions to, among other things, the collateral eligibility criteria, the borrowing base composition and advance rates, the financial covenant package, and certain other economic and structural terms. Ridgeline responded with a revised term sheet dated February 28, 2022, followed by a further revised term sheet dated March 28, 2022, each of which reflected certain, but not all, of Meridian's requested modifications. Calderwood & Harkness delivered Meridian's counter-markup of the March 28, 2022 revised term sheet to Whitfield Ames LLP on April 8, 2022.

On April 18, 2022, counsel and principals of the respective parties participated in a multi-party conference call to discuss the remaining open points in the term sheet negotiations, including, without limitation, the outstanding disagreements with respect to collateral eligibility criteria, borrowing base composition, advance rates applicable to eligible inventory and eligible receivables, and the aggregate commitment amount under the Proposed Facility. Notwithstanding the constructive nature of these discussions, significant gaps remained between the parties' respective positions on these key economic terms.

Thereafter, Ridgeline delivered what it characterized as a "best and final" term sheet on April 29, 2022 (the "Best and Final Term Sheet"). The Best and Final Term Sheet proposed, in the alternative, either (a) a reduction of the aggregate revolving credit commitment amount from $40,000,000 to $35,000,000, or (b) the maintenance of the $40,000,000 commitment amount subject to the imposition of a $5,000,000 availability reserve — either of which would have resulted in a material reduction in the borrowing capacity available to Meridian and was inconsistent with Meridian's financing requirements and operational needs.

On May 11, 2022, counsel and principals of the respective parties held a final conference call during which Ridgeline confirmed that it would not deviate from its position as set forth in the Best and Final Term Sheet. Given the parties' inability to reach agreement on collateral eligibility criteria, borrowing base composition, applicable advance rates, and the aggregate commitment amount under the Proposed Facility, further negotiation would not be productive.

Termination of Discussions

Meridian hereby formally confirms that, effective as of the date of this letter, May 13, 2022, Meridian is terminating all discussions, negotiations, and other communications with Ridgeline regarding the Proposed Facility. The term sheet, in all of its iterations — including, without limitation, the Initial Term Sheet dated January 28, 2022, the revised term sheets dated February 28, 2022 and March 28, 2022, all counter-markups and comments delivered by either party, and the Best and Final Term Sheet dated April 29, 2022 — is hereby terminated and shall be of no further force or effect.

Meridian confirms that no binding agreement, whether written or oral, express or implied, was entered into between Meridian and Ridgeline at any time during the course of the negotiations, and that all discussions between the parties were conducted on a non-binding basis. Accordingly, neither Meridian nor Ridgeline has any obligations, commitments, or liabilities to the other party arising out of or in connection with the term sheet (in any of its iterations) or the negotiations relating to the Proposed Facility. No party has made any representation, warranty, or covenant to the other that could give rise to any such obligation, commitment, or liability.

Return or Destruction of Confidential Information

Meridian hereby requests that Ridgeline promptly return or destroy all confidential information, documents, financial data, projections, business plans, and other materials provided by or on behalf of Meridian during the course of the term sheet discussions and any related due diligence (collectively, the "Confidential Materials"). This request extends to and encompasses any and all copies, summaries, extracts, notes, memoranda, analyses, models, or other derivative materials prepared by Ridgeline or any of its officers, employees, agents, representatives, or advisors — including, without limitation, Whitfield Ames LLP and Bellweather Appraisal Group LLC — that contain, reflect, or are based upon, in whole or in part, any of the Confidential Materials.

Meridian requests that Ridgeline (or its counsel, Whitfield Ames LLP) provide written confirmation to this firm, within fifteen (15) business days of the date of this letter, that all such Confidential Materials have been returned to Meridian or destroyed in their entirety, with such confirmation to include a certification as to the completeness of such return or destruction, including with respect to all electronic copies and any materials held by third-party advisors engaged by Ridgeline in connection with the Proposed Facility.

For the avoidance of doubt, the obligations of confidentiality arising under any non-disclosure agreement, confidentiality agreement, or similar arrangement entered into between Meridian and Ridgeline (or their respective affiliates) in connection with or related to the Proposed Facility or the negotiations therefor shall survive the termination of the term sheet discussions in accordance with the terms, conditions, and duration set forth therein, and nothing in this letter shall be construed to modify, limit, or terminate any such obligations.

Reservation of Rights

Meridian expressly reserves all of its rights and remedies at law and in equity, whether now existing or hereafter arising, and nothing contained in this letter shall be deemed or construed as a waiver, release, or relinquishment of any such rights or remedies. Without limiting the generality of the foregoing, Meridian's decision to terminate the discussions relating to the Proposed Facility shall not be construed as an admission of any liability, obligation, or fault on the part of Meridian in connection with the negotiations, the term sheet, or any other matter.

Governing Law

This letter and any disputes, claims, or controversies arising out of or in connection with this letter, or the subject matter hereof, shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of laws rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

No Further Obligations; No Reliance

The parties acknowledge and agree that no party shall have any claim against the other party for costs, fees, expenses, damages, or any other amounts incurred or arising in connection with the negotiations relating to the Proposed Facility, the preparation and exchange of term sheets and related documentation, or any due diligence activities undertaken in connection therewith. Each party has borne, and shall continue to bear, its own costs, fees, and expenses (including, without limitation, the fees and disbursements of its respective legal counsel, financial advisors, and appraisers) incurred in connection with the Proposed Facility discussions, and neither party shall have any right to seek reimbursement or indemnification from the other party with respect to such costs, fees, or expenses.

Meridian appreciates the time, effort, and attention that Ridgeline and its representatives have devoted to the discussions concerning the Proposed Facility. Should you or your counsel have any questions regarding this letter or the matters addressed herein, please do not hesitate to contact the undersigned directly.

Stephanie Okafor, Partner Calderwood & Harkness LLP One Liberty Plaza, 45th Floor New York, NY 10006 Telephone: (212) 558-4127

Email: sokafor@calderwoodharkness.com

Very truly yours,