1011-00002 · Meridian Consumer Brands LLC · Engagement

engagement-letter-meridian.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Attorneys at Law

200 Park Avenue, 38th Floor New York, New York 10166

Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com

October 14, 2025

VIA EMAIL AND FIRST CLASS MAIL

Priya Anand, Esq. General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, New York 10022

Re: Representation of Meridian Consumer Brands LLC in Connection with Chapter 11 Case of Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.)

Our Matter No.: 1011-00002

Dear Ms. Anand:

1. Introduction and Engagement Overview

Calderwood & Harkness LLP ("Calderwood & Harkness," "we," or the "Firm") is pleased to confirm our engagement to represent Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian," "MCB," or the "Client"), in connection with the Chapter 11 bankruptcy case filed by Cascadia Home & Lifestyle Inc. ("Cascadia" or the "Debtor"), a Delaware corporation, in the United States Bankruptcy Court for the District of Delaware, Case No. 25-12087 (the "Case"). We understand that the Debtor filed its voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), on October 14, 2025.

As you have informed us, Meridian is one of the Debtor's largest unsecured trade creditors, holding approximately $14,726,418.37 in outstanding pre-petition trade receivables arising from the sale and delivery of consumer home goods products in the ordinary course of the parties' longstanding commercial relationship. Given the magnitude of Meridian's exposure and the complexity of the issues presented by the Case, we believe it is important that Meridian's interests be vigorously represented from the outset of these proceedings.

This letter sets forth the terms and conditions of our engagement, including the scope of services to be provided, the staffing of the engagement, the Firm's fees and billing arrangements, and other matters relevant to our relationship. We ask that you review this letter carefully, and we welcome the opportunity to discuss any questions or concerns you may have regarding any of its provisions.

2. Scope of Representation

The Firm will represent Meridian in its capacity as a major trade creditor of Cascadia in the Case. Our representation will encompass, but not necessarily be limited to, the following categories of legal services:

2.1 Claims Prosecution and Protection

The Firm will prepare, file, and prosecute Meridian's proof of claim for the full amount of its pre-petition trade receivables, currently totaling $14,726,418.37 across eighty-three (83) unpaid invoices, dated from July 18, 2025 through October 10, 2025. We will compile and organize the supporting documentation for the claim, including copies of all applicable invoices, purchase orders, delivery confirmations, and account statements. The Firm will monitor the claims docket and the claims resolution process, and will respond to any objections to Meridian's claim that may be filed by the Debtor, any trustee, the Official Committee of Unsecured Creditors (the "Committee"), or any other party in interest. We will work to ensure that Meridian's claim receives proper classification and treatment in any plan of reorganization, plan of liquidation, or other distribution mechanism proposed in the Case, including advocacy for the most favorable treatment available under the circumstances.

2.2 Reclamation Rights Under 11 U.S.C. § 546(c)

The Firm will assert and prosecute Meridian's reclamation rights under Section 546(c) of the Bankruptcy Code with respect to approximately $3,218,650.00 in goods delivered to Cascadia within the forty-five (45) day period preceding the petition date — that is, goods shipped and received during the period from August 30, 2025 through October 14, 2025. We will promptly prepare and serve a written reclamation demand upon the Debtor in accordance with the requirements of Section 546(c), including identification of the goods subject to reclamation to the extent practicable. In the event that the goods cannot be returned — whether because they have been sold, consumed, commingled, or are otherwise unavailable — we will negotiate on Meridian's behalf for alternative adequate protection of its reclamation rights, which may include the grant of an administrative expense priority claim, the imposition of a lien on the Debtor's assets, or such other relief as the Court may deem appropriate.

2.3 Administrative Expense Claim Under 11 U.S.C. § 503(b)(9)

The Firm will prepare, file, and prosecute a motion or request seeking allowance of an administrative expense claim under Section 503(b)(9) of the Bankruptcy Code in the approximate amount of $1,847,200.00, representing the value of goods received by the Debtor in the ordinary course of business within twenty (20) days before the petition date — that is, goods received during the period from September 24, 2025 through October 14, 2025. We will advocate for payment of this administrative claim in full, in cash, on or before the effective date of any plan of reorganization or liquidation, and will oppose any effort to subordinate, reduce, or otherwise impair this claim. Section 503(b)(9) claims enjoy a high priority in the distribution waterfall, and the Firm will take all steps necessary to protect Meridian's entitlement to this priority treatment.

2.4 Preference Defense

The Firm will analyze and defend against Meridian's potential preference exposure under Section 547 of the Bankruptcy Code. Based on preliminary information provided by the Client, Cascadia made approximately $8,430,000 in payments to Meridian during the ninety (90) day preference period preceding the petition date — that is, during the period from July 16, 2025 through October 14, 2025. These payments could potentially be subject to avoidance as preferential transfers under Section 547(b). The Firm will undertake a thorough analysis of the facts and circumstances surrounding each such payment, including review of historical payment patterns, delivery records, invoicing practices, and account terms.

We will identify and develop all applicable statutory defenses to any preference action, including, without limitation:

(a) the ordinary course of business defense under Section 547(c)(2), based on Meridian's historical payment practices with Cascadia;

(b) the new value defense under Section 547(c)(4), to the extent that Meridian extended additional credit or delivered additional goods to Cascadia following receipt of any allegedly preferential payment;

(c) the contemporaneous exchange defense under Section 547(c)(1), to the extent any payment was intended by and received as a substantially contemporaneous exchange for new value given to the Debtor; and

(d) any other defenses that may be available under the facts and circumstances.

The Firm will defend Meridian against any preference action commenced by the Debtor, a Chapter 11 trustee, an examiner, or the Committee, whether through litigation, negotiated resolution, or mediation.

2.5 Committee Participation

The Firm will advise Meridian in connection with its potential participation as a member of the Official Committee of Unsecured Creditors, should the Office of the United States Trustee appoint such a Committee in the Case and designate Meridian as a member. Our advice will encompass the fiduciary duties associated with Committee membership, including the obligation to act in the interests of all unsecured creditors as a class and not solely in Meridian's individual interest. We will provide guidance on conflicts of interest that may arise between Meridian's individual position and the positions taken by the Committee, on information-sharing restrictions (including any obligations under confidentiality agreements or protective orders), and on the appropriate handling of material non-public information that Meridian may receive through its participation in the Committee process.

It is important to note that this engagement is for the individual representation of Meridian in its capacity as a trade creditor of Cascadia. Our representation is separate and apart from any counsel retained by the Committee itself. The Committee will be entitled to retain its own counsel (and we understand that Garvey & Holbrook LLP may be proposed for that role), and the Firm does not and will not serve as counsel to the Committee. In certain circumstances, Meridian's individual interests may diverge from those of the Committee, and the Firm's duty of loyalty will run to Meridian as its client.

2.6 DIP Financing Objection

The Firm will review, analyze, and, where appropriate, object to or reserve Meridian's rights with respect to the Debtor's proposed debtor-in-possession financing facility (the "DIP Facility"). Based on information available as of the date of this letter, the Debtor has proposed or is expected to propose a DIP Facility of up to $275 million, with Ridgeline National Bank, N.A. serving as DIP Agent, administrative agent, and collateral agent. The Firm will give specific and close attention to the following aspects of the DIP Facility and the related proposed orders:

(a) roll-up provisions, including the proposed roll-up of approximately $125 million in pre-petition first lien revolving credit facility loans into the DIP Facility, which could effectively elevate the priority of pre-petition secured claims at the expense of unsecured creditor recoveries;

(b) the adequate protection package proposed to be granted to pre-petition secured lenders, including any liens, superpriority claims, or other protections that may prime or diminish the estate's unencumbered assets;

(c) the scope and breadth of any releases, waivers, or stipulations embedded in the DIP order, including challenge period limitations and waivers of the estate's avoidance actions;

(d) milestones and case timelines imposed by the DIP Facility that may constrain the ability of unsecured creditors to participate meaningfully in plan negotiations or sale processes; and

(e) any other terms that may adversely affect unsecured creditor recoveries or Meridian's individual interests.

The Firm will participate in hearings on the Debtor's DIP motion, including the interim hearing currently scheduled for October 17, 2025, and will advocate for appropriate protections, carve-outs, and limitations on behalf of Meridian and other similarly situated unsecured creditors.

2.7 Post-Petition Trade Negotiations

The Firm will advise and assist Meridian in the negotiation and documentation of post-petition trade terms and supply arrangements with Cascadia as debtor-in-possession. We understand that Meridian has been a significant supplier of home goods and lifestyle products to Cascadia, and that the Debtor may seek to continue purchasing goods from Meridian on a post-petition basis. The Firm will work to ensure that any post-petition supply relationship is established on terms that adequately protect Meridian's interests, including administrative expense priority for all post-petition shipments, acceptable payment terms (including, where appropriate, cash-on-delivery or payment in advance), and clear termination rights in the event of a default or a conversion of the Case to Chapter 7.

The Firm will also evaluate the Debtor's critical vendor motion, which we understand was filed or is expected to be filed on or about October 16, 2025. Pursuant to that motion, we understand the Debtor may propose to pay up to $2,500,000 in respect of Meridian's pre-petition trade claims in exchange for Meridian's agreement to continue supplying goods to the Debtor on customary trade terms. The Firm will analyze the terms and conditions of any critical vendor order, negotiate for the most favorable terms available, and advise Meridian on the advisability of accepting such payment in light of the potential impact on Meridian's other rights, including its reclamation claim, its Section 503(b)(9) claim, and any preference defenses.

2.8 Plan and Sale Process Participation

The Firm will represent Meridian's interests in connection with any plan of reorganization, plan of liquidation, or Section 363 sale process conducted in the Case. This representation will include participation in plan negotiations, review and analysis of any disclosure statement, advocacy for favorable treatment of Meridian's trade claims (including, where appropriate, enhanced recovery relative to other classes of unsecured creditors), and participation in any confirmation hearing or sale hearing. The Firm will review all third-party release provisions, exculpation clauses, and injunction provisions in any proposed plan, and will object to any such provisions that improperly seek to release claims held by Meridian against non-debtor third parties without Meridian's consent. The Firm will also evaluate any alternative transactions, competing plans, or stalking horse bid protections that may be proposed during the course of the Case, and will advise Meridian on the implications of such proposals for Meridian's recovery.

2.9 Trade Credit Insurance Coordination

The Firm will coordinate with Meridian's trade credit insurer, Clearwater Surety & Insurance Co. ("Clearwater"), under Policy No. TCI-2024-00783, to facilitate timely submission of Meridian's insurance claim and to maximize Meridian's insurance recovery. Based on information provided by the Client, the policy provides coverage of up to $5,000,000 per occurrence, subject to a ten percent (10%) co-insurance retention, yielding a net expected recovery of approximately $4,500,000. The Firm will advise Meridian on the interaction between any insurance proceeds received from Clearwater and the recovery on Meridian's bankruptcy claim, including the avoidance of double recovery and the preservation of Clearwater's subrogation rights. We will coordinate with Clearwater or its counsel as necessary to ensure that Meridian's bankruptcy claim and its insurance claim are pursued in a complementary manner that maximizes total recovery while complying with the terms of the insurance policy.

2.10 General Matters

In addition to the foregoing, the Firm will provide the following general services in connection with the Case:

(a) attendance at hearings before the Honorable Christine M. Aldridge, including the meeting of creditors required under Section 341(a) of the Bankruptcy Code, hearings on DIP financing, cash collateral, and other first-day motions, and such other hearings as may be necessary to protect Meridian's interests;

(b) review and monitoring of all docket filings in the Case, including monthly operating reports, motions, objections, orders, and other pleadings;

(c) coordination with counsel for other significant unsecured creditors and other stakeholders as appropriate and consistent with Meridian's interests;

(d) such other related legal services as are reasonably necessary to protect and maximize Meridian's recovery in the Case.

The scope of this engagement does not include representation of Meridian in any other matter, litigation, or proceeding outside the Case unless separately agreed to in writing by the Firm and the Client. In particular, the Firm is not engaged to represent Meridian in connection with any pre-petition state court litigation, any regulatory matter, any transaction unrelated to the Case, or any other bankruptcy case other than the Case.

3. Engagement Team and Staffing

The following attorneys will be primarily responsible for this engagement:

Responsible Partner. Colette Whitman, Partner, Bankruptcy & Restructuring Group, will serve as the responsible partner and primary relationship partner for this engagement. Ms. Whitman has over twenty-two years of experience in complex Chapter 11 cases, including representation of major trade creditors, official committees, and secured lenders in some of the largest bankruptcy proceedings in the country. Ms. Whitman will provide strategic oversight of all aspects of the engagement, lead all material negotiations with the Debtor and other parties in interest, and handle all significant court appearances.

Billing Partner. Nathaniel Bower, Partner, Bankruptcy & Restructuring Group, will serve as the billing partner for this engagement. Mr. Bower will be responsible for billing, budgeting, and the financial administration of the engagement, including preparation and review of monthly invoices. Mr. Bower is also a skilled restructuring practitioner and will contribute substantive legal expertise to the engagement as appropriate, particularly in connection with DIP financing analysis, plan negotiations, and Section 363 sale processes.

Lead Associate. Nathan Ikeda, Associate, Bankruptcy & Restructuring Group, will serve as the lead associate on this engagement. Mr. Ikeda will be responsible for day-to-day case management, including monitoring of the docket, drafting of pleadings and motions, preparation of court filings, coordination with opposing counsel and Committee counsel, and attendance at routine hearings and conferences. Mr. Ikeda has substantial experience in Chapter 11 cases in the District of Delaware and is well versed in the local rules and practices of the Delaware Bankruptcy Court.

Working Associate. Gabrielle Moss, Associate, Bankruptcy & Restructuring Group, will provide research and drafting support for the engagement. Ms. Moss will be principally responsible for the preference analysis, including compilation and review of Meridian's payment history with Cascadia and development of statutory defenses. She will also assist with insurance coverage review, preparation of claims documentation, and research on reclamation and administrative expense issues.

Local Counsel / Delaware Office. Calderwood & Harkness maintains a fully staffed office in Wilmington, Delaware, located at 1105 N. Market Street, Suite 1400, Wilmington, Delaware 19801. Attorneys from the Firm's Delaware office will handle local court filings, comply with local court rules for admission and appearance, and attend hearings in the U.S. Bankruptcy Court for the District of Delaware as needed. We do not anticipate the need to engage separate Delaware local counsel at this time, although we will promptly notify the Client if circumstances change.

Additional Resources. Other attorneys, paralegals, legal assistants, and support staff of the Firm may be assigned to work on this engagement from time to time as needed to ensure the effective and efficient delivery of legal services. The Client will be informed of any material changes to the composition of the engagement team. In particular, to the extent any preference litigation requires dedicated litigators or any tax or insurance issues require input from specialists in those fields, the Firm may assign additional personnel from its Litigation or Tax & Benefits groups with the Client's prior knowledge.

4. Fees and Billing Arrangements

4.1 Hourly Rates

The Firm will bill for services rendered in connection with this engagement at the current hourly rates of the attorneys and staff assigned to the matter. The current hourly rates for the principal members of the engagement team are as follows:

Rates for other attorneys who may provide services in connection with this engagement will be at their standard hourly rates in effect at the time services are rendered. Paralegal and legal assistant time will be billed at rates ranging from $350 to $475 per hour, depending on experience level. The Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each year. The Client will be notified in writing of any rate increases at least thirty (30) days in advance of such increases taking effect.

4.2 Fee Estimate — Phase 1

Based on our preliminary assessment of the matter, including the nature and scope of the issues identified in Section 2 above, we estimate that professional fees for Phase 1 of this engagement will be in the range of $350,000 to $475,000. Phase 1 encompasses the period from the commencement of our engagement through and including (i) the final hearing on the Debtor's DIP financing motion (currently scheduled for November 14, 2025) and (ii) the filing of Meridian's proof of claim by the estimated general bar date (which we currently anticipate will be set for approximately January 15, 2026, subject to the entry of a bar date order by the Court). Phase 1 is expected to include preparation and service of the reclamation demand, filing of the Section 503(b)(9) motion, participation in interim and final DIP hearings, negotiation of post-petition trade terms, evaluation of the critical vendor motion, preliminary preference analysis, claims preparation and filing, initial Committee participation, and attendance at the Section 341 meeting of creditors and other hearings.

This estimate is provided for budgeting and planning purposes only. It does not constitute a cap, fee quote, fixed fee, or guarantee of the total cost of the engagement. Actual fees will depend on numerous factors that are not entirely within the Firm's control, including the complexity of the legal and factual issues that arise, the volume and complexity of discovery and document review required, the actions and positions taken by the Debtor, the DIP lenders, the Committee, and other parties in interest, and the overall course and pace of the Case. Significant additional work may be required in subsequent phases of the Case, such as plan negotiations, preference litigation (if a preference action is commenced), participation in a Section 363 sale process, and contested matters or adversary proceedings. The Firm will provide updated budgets and fee estimates to the Client as the matter progresses and as additional phases of work become reasonably foreseeable.

4.3 Expenses and Disbursements

In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:

(a) court filing fees and related administrative charges;

(b) travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with court appearances in Wilmington, Delaware, meetings with the Client, or other Case-related travel;

(d) messenger, delivery, and courier charges;

(e) charges for computerized legal research services (including Westmark Data Systems, Sundial Solutions, PACER, and Cascade Services Inc.);

(f) charges for external vendors, including process servers, court reporters, transcription services, and document management platforms;

(g) postage and express mail charges; and

(h) other customary out-of-pocket disbursements.

Any single expense item in excess of $5,000 will require prior approval from the Client before the Firm incurs such expense. The Firm will exercise reasonable judgment in managing expenses and will endeavor to minimize costs consistent with effective representation.

4.4 Billing and Payment Terms

The Firm will render invoices to the Client on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper, organized by task category, together with a summary of expenses and disbursements incurred during the billing period. Invoices will be transmitted to Ms. Anand and Mr. Hargrove by email (or by such other method as the Client may specify) and are due and payable within thirty (30) days of the invoice date.

Unpaid invoice balances outstanding beyond thirty (30) days from the date of invoice may be subject to a late charge of one percent (1.0%) per month on the outstanding balance. The Firm reserves the right to apply any retainer held on behalf of the Client against outstanding invoices, subject to the terms set forth in Section 4.5 below.

The Client's obligation to pay for legal services and expenses is not contingent upon the outcome of the Case or any particular proceeding within the Case. All fees and expenses are the obligation of Meridian Consumer Brands LLC and are payable regardless of the result obtained.

4.5 Retainer. The Firm requests that the Client provide an initial retainer in the amount of $100,000, to be paid by wire transfer upon execution of this engagement letter. Wire transfer instructions are enclosed with this letter. The retainer will be deposited in the Firm's client trust account (IOLTA) maintained in accordance with the New York Rules of Professional Conduct. The retainer will be held in trust and applied against final invoices rendered in connection with this engagement, or upon termination of the engagement. Any unused portion of the retainer will be promptly refunded to the Client following the conclusion or termination of the engagement and the payment of all outstanding fees and expenses.

5. Client Contacts and Communications

The Firm will direct all substantive communications relating to this engagement to the following individuals at Meridian, unless the Client directs otherwise:

Primary Contact (Legal): Priya Anand, General Counsel, Meridian Consumer Brands LLC. Ms. Anand will serve as the primary point of contact for all legal matters, strategy discussions, settlement authority, and engagement-related approvals.

Primary Contact (Finance): Douglas Hargrove, Vice President of Finance, Meridian Consumer Brands LLC. Mr. Hargrove will serve as the primary point of contact for all financial information, invoice documentation, payment records, delivery records, insurance coordination with Clearwater Surety & Insurance Co., and other financial and accounting matters.

The Firm will copy both Ms. Anand and Mr. Hargrove on significant case correspondence, court filings, and material developments in the Case, unless the Client instructs otherwise. Day-to-day communications may be directed to either contact as appropriate depending on the nature of the subject matter.

Note Regarding Communications with Briarstone Capital Partners. We understand that Meridian is a portfolio company of Briarstone Capital Partners and that Briarstone Capital Partners Fund IV, LP holds a controlling equity interest in Meridian. Given the potential fiduciary obligations that may arise if Meridian is appointed to the Official Committee of Unsecured Creditors — and given the confidentiality restrictions that typically apply to information shared within the Committee process — communications with Elena Marchetti or other personnel at Briarstone Capital Partners regarding Case-related matters will be subject to coordination with the Client and applicable confidentiality protocols. The Firm does not represent Briarstone Capital Partners, Briarstone Capital Partners Fund IV, LP, or any of their other portfolio companies in connection with this matter, and will not share privileged or confidential information with Briarstone without the Client's express authorization and only to the extent permitted by applicable rules and agreements.

6. Conflict of Interest Disclosure

The Firm has conducted a thorough conflicts check in connection with this proposed engagement, applying the requirements of the New York Rules of Professional Conduct and the Delaware Rules of Professional Conduct, as applicable. Based on our review, we confirm the following:

Calderwood & Harkness LLP does not currently represent Cascadia Home & Lifestyle Inc., Pinecrest Equity Group LLC, Pinecrest Equity Partners III, LP, or any of their respective affiliates, officers, directors, or equity holders in any matter.

Calderwood & Harkness LLP does not currently represent Ridgeline National Bank, N.A. or Thornfield Capital Management LP in any matter related to the Cascadia bankruptcy, the Debtor's pre-petition credit facilities, or any transaction involving the Debtor or its affiliates.

The Firm has, however, identified the following relationships that we disclose for transparency and completeness:

(a) Calderwood & Harkness LLP has in the past represented Ridgeline National Bank, N.A. in connection with certain unrelated commercial lending transactions. Those prior engagements have either been concluded or involve subject matter and parties that are entirely unrelated to the Cascadia bankruptcy case. No confidential information obtained in connection with those prior engagements is relevant to, or will be used in connection with, the representation of Meridian in the Case.

(b) Calderwood & Harkness LLP has performed minor corporate advisory work for an affiliate of Briarstone Capital Partners in connection with a portfolio company other than Meridian. This work is unrelated to the Case and does not give rise to any conflict of interest with respect to the Firm's representation of Meridian.

Based on our review, we do not believe that any of the foregoing relationships give rise to a conflict of interest, whether actual or potential, that would impair our ability to represent Meridian zealously and effectively in this matter. We are satisfied that the Firm can undertake this engagement consistent with its professional and ethical obligations.

We ask that the Client notify the Firm promptly if it becomes aware of any additional relationships or potential conflicts not identified above. Should a conflict of interest arise during the course of this engagement — including as a result of the Firm's acceptance of a new client or matter, changes in the parties or issues in the Case, or other developments — the Firm will promptly notify the Client and will work to resolve the matter in accordance with the applicable rules of professional conduct, including, where appropriate, seeking informed written consent or, if the conflict is not waivable, withdrawing from the engagement.

7. Identification of Adverse and Interested Parties

For the Client's reference, the following are the principal parties in the Case whose interests may be adverse to or different from those of Meridian. This list is based on information currently available and may be supplemented as additional parties become known:

• Cascadia Home & Lifestyle Inc. (Debtor), represented by Brindoval Baines & Lord LLP (Harrison Caldwell, lead partner) as lead bankruptcy counsel and Borwick Sato LLP (Michael Donnelly) as Delaware local counsel.

• Ashworth Partners LLC (Sandra Ng, Managing Director), financial advisor and investment banker retained by the Debtor.

• Kellner & Associates LLC (Philip Kellner), appointed as Chief Restructuring Officer of the Debtor.

• Ridgeline National Bank, N.A. (Laura Chin, Managing Director), DIP Agent and pre-petition first lien revolving credit facility administrative agent.

• Thornfield Capital Management LP (Alan Reeves, Portfolio Manager), pre-petition second lien term loan holder and agent.

• Pacific Continental Trust Company, indenture trustee for the Debtor's 8.75% Senior Unsecured Notes due 2027.

• Pinecrest Equity Group LLC and Pinecrest Equity Partners III, LP (Theodore "Ted" Langford, Managing Partner), equity sponsor of the Debtor and holder of the Debtor's equity interests.

• Official Committee of Unsecured Creditors (if and when appointed by the United States Trustee), to be represented by separate counsel, which we understand may be Garvey & Holbrook LLP.

Calderwood & Harkness represents Meridian in its individual capacity as a trade creditor of the Debtor. The Firm does not represent the Committee, any other creditor, or any other party in interest in the Case.

8. Document Preservation and Information Requests

The effective prosecution and protection of Meridian's claims and defenses in the Case will require the Client's full cooperation in assembling, organizing, and preserving relevant documentation and information. To that end, we ask that the Client promptly compile and make available to the Firm the following categories of documents and information:

(a) Invoice Register. A complete register or schedule of all outstanding and paid invoices issued by Meridian to Cascadia, with particular attention to invoices numbered MCB-092174 through MCB-095301 and all invoices dating back at least twenty-four (24) months from the petition date (i.e., from October 2023 through October 2025). The register should include invoice numbers, dates, amounts, descriptions of goods, payment due dates, and payment status.

(b) Payment Records. Complete records of all payments received by Meridian from Cascadia during the period from at least January 2023 through October 14, 2025, including wire transfer confirmations, check images, ACH records, remittance advices, cash application logs, and any other documentation evidencing the date, amount, and method of each payment. This information is critical for the preference analysis.

(c) Shipping and Delivery Records. Shipping records, bills of lading, proofs of delivery, and other documentation reflecting the dates on which goods were shipped to and received by Cascadia. Particular attention should be given to shipments during the following periods: (i) August 30, 2025 through October 14, 2025 (the forty-five-day reclamation window under Section 546(c)); and (ii) September 24, 2025 through October 14, 2025 (the twenty-day Section 503(b)(9) window).

(d) Contracts and Agreements. Copies of all contracts, master supply agreements, purchase orders, trade term letters, credit applications, and any other written agreements between Meridian and Cascadia governing the supply relationship, payment terms, credit limits, and related matters.

(e) Insurance Documentation. A complete copy of the Clearwater Surety & Insurance Co. trade credit insurance policy (Policy No. TCI-2024-00783), together with all related correspondence, endorsements, amendments, premium payment records, prior claims or loss notifications, and any communications with Clearwater regarding the Cascadia account.

(f) Internal Communications. Internal emails, memoranda, reports, notes, and other communications within Meridian (including communications with and among the credit department, the sales team, senior management, and the finance department) regarding the Cascadia account, including discussions of payment history, credit decisions, changes in credit terms, collection efforts, and any concerns or information regarding Cascadia's financial condition, liquidity, or creditworthiness.

Litigation Hold. We strongly recommend that the Client immediately implement a litigation hold — that is, a directive to all relevant personnel at Meridian to preserve and refrain from deleting, destroying, modifying, or discarding any and all documents and electronically stored information ("ESI") that may be potentially relevant to the Case, including the claims, reclamation rights, preference defense, and other matters described in this letter. The litigation hold should cover both paper and electronic records, including emails, text messages, calendar entries, voicemails, spreadsheets, databases, and any documents maintained on shared drives, cloud storage platforms, or personal devices. The Firm can provide a template litigation hold notice for the Client's use if requested.

9. Confidentiality and Privilege

All communications between the Firm and the Client in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to maintain the confidentiality of such communications and will not disclose confidential Client information to any third party without the Client's prior written consent, except as required by law, court order, or applicable rules of professional conduct.

Special Note Regarding Committee Membership. If Meridian is appointed to the Official Committee of Unsecured Creditors in the Case, certain categories of information received by Meridian through the Committee process — including, without limitation, the Debtor's non-public financial information, business plans, offers, and other sensitive data — may be subject to confidentiality agreements, protective orders, or restrictions imposed by Committee counsel (anticipated to be Garvey & Holbrook LLP) or by the Court. The Firm will advise the Client on the appropriate handling of such information, including the limitations that may apply to sharing such information with Briarstone Capital Partners, its affiliates, or other entities outside of Meridian's legal and finance teams. In some cases, Committee-related confidentiality obligations may require the creation of information barriers or "ethical walls" within Meridian and Briarstone to ensure compliance. The Firm will work with the Client to implement any such protocols as necessary.

10. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination; however, the Firm's ability to withdraw from the engagement may be subject to approval by the Bankruptcy Court or other applicable tribunal, depending on the procedural posture of the Case at the time of withdrawal.

Upon termination of the engagement, the Client will remain responsible for payment of all fees and expenses incurred through the effective date of termination. The Firm will render a final invoice covering all services rendered and expenses incurred up to and including the termination date, and any retainer held by the Firm will be applied against such final invoice, with any remaining balance refunded to the Client.

The Firm will take reasonable steps to protect the Client's interests during any transition period following termination, including providing the Client with copies of its file (subject to applicable ethical rules regarding firm work product), cooperating with successor counsel, and complying with any applicable court rules regarding the orderly withdrawal of counsel.

Subject to applicable ethical obligations, the Firm reserves the right to withdraw from this engagement under any of the following circumstances: (i) the Client fails to pay invoices rendered by the Firm in a timely manner, and such failure continues after notice and a reasonable opportunity to cure; (ii) the Client fails to cooperate with the Firm in the representation, including by withholding material information or refusing to follow the Firm's reasonable professional advice; (iii) continuation of the engagement would result in a violation of the applicable rules of professional conduct, including a non-waivable conflict of interest; or (iv) other circumstances exist that would make continued representation unreasonable or impracticable.

11. Limitation of Liability and No Guarantee of Outcome

The Firm will exercise reasonable professional care and diligence in the performance of legal services under this engagement, consistent with the standards applicable to attorneys practicing in the field of bankruptcy and restructuring law. The Firm is committed to providing the highest quality legal representation and to pursuing all reasonable avenues to protect and maximize Meridian's recovery in the Case.

Notwithstanding the foregoing, the Firm makes no guarantee or warranty regarding the outcome of the Case, the amount of recovery on Meridian's claims, the success of any particular legal strategy, motion, or defense, or the actions or decisions of the Bankruptcy Court, the Debtor, or any other party in interest. Bankruptcy proceedings involve inherent uncertainties, including the exercise of judicial discretion, the unpredictable actions of other parties, negotiations among multiple constituencies with competing interests, and market and economic conditions that may affect asset values, going-concern viability, and creditor recoveries. The Client acknowledges that the Firm's fee estimate and strategic recommendations are based on the information available at the time they are provided and are subject to change as the Case evolves.

The Firm's aggregate liability in connection with this engagement, whether arising from breach of contract, negligence, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement letter, except to the extent such liability arises from the Firm's willful misconduct or gross negligence. This limitation shall not apply to any liability that cannot be limited or excluded under applicable law or the rules of professional conduct.

12. Governing Law and Dispute Resolution

This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services, or the Firm's fees, including any claim for breach of fiduciary duty or professional malpractice (other than a request for equitable or injunctive relief), shall be resolved through binding arbitration administered by JAMS in New York, New York, in accordance with JAMS' Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be a retired judge or attorney with substantial experience in legal malpractice or attorney fee disputes. The decision of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary equitable or injunctive relief in a court of competent jurisdiction without first submitting to arbitration, to the extent necessary to prevent irreparable harm.

13. Acceptance and Execution

We respectfully request that the Client confirm its acceptance of the terms and conditions of this engagement by having an authorized representative sign and return a copy of this letter to the Firm at the address set forth above, or by email to cwhitman@calderwoodharkness.com. A copy of this letter suitable for execution is enclosed.

We wish to emphasize the time-sensitive nature of this matter. As discussed, the reclamation demand under Section 546(c) must be served promptly following the petition date to preserve Meridian's rights, and the interim hearing on the Debtor's DIP financing motion is currently scheduled for October 17, 2025 — just three days from the date of this letter. Accordingly, the Firm is prepared to commence work immediately upon execution of this engagement letter and receipt of the retainer, and we urge the Client to return the executed letter at its earliest convenience.

We appreciate Meridian's confidence in Calderwood & Harkness LLP and look forward to working with you, Ms. Anand, and Mr. Hargrove to protect Meridian's interests and maximize its recovery in the Cascadia bankruptcy case. We are fully committed to providing the strategic counsel and diligent advocacy that this complex matter requires, and we are available to discuss any aspect of this letter or the Case at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Colette Whitman, Partner Bankruptcy & Restructuring Group

200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7823

Email: cwhitman@calderwoodharkness.com

ACCEPTANCE

AGREED AND ACCEPTED:

The undersigned, on behalf of Meridian Consumer Brands LLC, hereby confirms acceptance of the terms and conditions of the engagement set forth in this letter and authorizes Calderwood & Harkness LLP to commence the representation described herein.

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Priya Anand

Title: General Counsel

Date: ________

Enclosures:

1. Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement

2. Form W-9 (Request for Taxpayer Identification Number and Certification)

3. Wire Transfer Instructions for Retainer Payment

cc: Douglas Hargrove, Vice President of Finance, Meridian Consumer Brands LLC cc: Elena Marchetti, Briarstone Capital Partners (if authorized by Client) cc: Nathaniel Bower, Calderwood & Harkness LLP cc: Nathan Ikeda, Calderwood & Harkness LLP

Timekeeper	Position	Hourly Rate
Colette Whitman	Partner	$1,450
Nathaniel Bower	Partner	$1,375
Nathan Ikeda	Associate	$895
Gabrielle Moss	Associate	$725

CALDERWOOD & HARKNESS LLP Attorneys at Law
200 Park Avenue, 38th Floor New York, New York 10166
Telephone: (212) 554-7800 Facsimile: (212) 554-7801 www.calderwoodharkness.com
October 14, 2025
VIA EMAIL AND FIRST CLASS MAIL
Priya Anand, Esq. General Counsel Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, New York 10022
Re: Representation of Meridian Consumer Brands LLC in Connection with Chapter 11 Case of Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.)
Our Matter No.: 1011-00002
Dear Ms. Anand:
1. Introduction and Engagement Overview
Calderwood & Harkness LLP ("Calderwood & Harkness," "we," or the "Firm") is pleased to confirm our engagement to represent Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian," "MCB," or the "Client"), in connection with the Chapter 11 bankruptcy case filed by Cascadia Home & Lifestyle Inc. ("Cascadia" or the "Debtor"), a Delaware corporation, in the United States Bankruptcy Court for the District of Delaware, Case No. 25-12087 (the "Case"). We understand that the Debtor filed its voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), on October 14, 2025.
As you have informed us, Meridian is one of the Debtor's largest unsecured trade creditors, holding approximately $14,726,418.37 in outstanding pre-petition trade receivables arising from the sale and delivery of consumer home goods products in the ordinary course of the parties' longstanding commercial relationship. Given the magnitude of Meridian's exposure and the complexity of the issues presented by the Case, we believe it is important that Meridian's interests be vigorously represented from the outset of these proceedings.
This letter sets forth the terms and conditions of our engagement, including the scope of services to be provided, the staffing of the engagement, the Firm's fees and billing arrangements, and other matters relevant to our relationship. We ask that you review this letter carefully, and we welcome the opportunity to discuss any questions or concerns you may have regarding any of its provisions.
2. Scope of Representation
The Firm will represent Meridian in its capacity as a major trade creditor of Cascadia in the Case. Our representation will encompass, but not necessarily be limited to, the following categories of legal services:
2.1 Claims Prosecution and Protection
The Firm will prepare, file, and prosecute Meridian's proof of claim for the full amount of its pre-petition trade receivables, currently totaling $14,726,418.37 across eighty-three (83) unpaid invoices, dated from July 18, 2025 through October 10, 2025. We will compile and organize the supporting documentation for the claim, including copies of all applicable invoices, purchase orders, delivery confirmations, and account statements. The Firm will monitor the claims docket and the claims resolution process, and will respond to any objections to Meridian's claim that may be filed by the Debtor, any trustee, the Official Committee of Unsecured Creditors (the "Committee"), or any other party in interest. We will work to ensure that Meridian's claim receives proper classification and treatment in any plan of reorganization, plan of liquidation, or other distribution mechanism proposed in the Case, including advocacy for the most favorable treatment available under the circumstances.
2.2 Reclamation Rights Under 11 U.S.C. § 546(c)
The Firm will assert and prosecute Meridian's reclamation rights under Section 546(c) of the Bankruptcy Code with respect to approximately $3,218,650.00 in goods delivered to Cascadia within the forty-five (45) day period preceding the petition date — that is, goods shipped and received during the period from August 30, 2025 through October 14, 2025. We will promptly prepare and serve a written reclamation demand upon the Debtor in accordance with the requirements of Section 546(c), including identification of the goods subject to reclamation to the extent practicable. In the event that the goods cannot be returned — whether because they have been sold, consumed, commingled, or are otherwise unavailable — we will negotiate on Meridian's behalf for alternative adequate protection of its reclamation rights, which may include the grant of an administrative expense priority claim, the imposition of a lien on the Debtor's assets, or such other relief as the Court may deem appropriate.
2.3 Administrative Expense Claim Under 11 U.S.C. § 503(b)(9)
The Firm will prepare, file, and prosecute a motion or request seeking allowance of an administrative expense claim under Section 503(b)(9) of the Bankruptcy Code in the approximate amount of $1,847,200.00, representing the value of goods received by the Debtor in the ordinary course of business within twenty (20) days before the petition date — that is, goods received during the period from September 24, 2025 through October 14, 2025. We will advocate for payment of this administrative claim in full, in cash, on or before the effective date of any plan of reorganization or liquidation, and will oppose any effort to subordinate, reduce, or otherwise impair this claim. Section 503(b)(9) claims enjoy a high priority in the distribution waterfall, and the Firm will take all steps necessary to protect Meridian's entitlement to this priority treatment.
2.4 Preference Defense
The Firm will analyze and defend against Meridian's potential preference exposure under Section 547 of the Bankruptcy Code. Based on preliminary information provided by the Client, Cascadia made approximately $8,430,000 in payments to Meridian during the ninety (90) day preference period preceding the petition date — that is, during the period from July 16, 2025 through October 14, 2025. These payments could potentially be subject to avoidance as preferential transfers under Section 547(b). The Firm will undertake a thorough analysis of the facts and circumstances surrounding each such payment, including review of historical payment patterns, delivery records, invoicing practices, and account terms.
We will identify and develop all applicable statutory defenses to any preference action, including, without limitation:
(a) the ordinary course of business defense under Section 547(c)(2), based on Meridian's historical payment practices with Cascadia;
(b) the new value defense under Section 547(c)(4), to the extent that Meridian extended additional credit or delivered additional goods to Cascadia following receipt of any allegedly preferential payment;
(c) the contemporaneous exchange defense under Section 547(c)(1), to the extent any payment was intended by and received as a substantially contemporaneous exchange for new value given to the Debtor; and
(d) any other defenses that may be available under the facts and circumstances.
The Firm will defend Meridian against any preference action commenced by the Debtor, a Chapter 11 trustee, an examiner, or the Committee, whether through litigation, negotiated resolution, or mediation.
2.5 Committee Participation
The Firm will advise Meridian in connection with its potential participation as a member of the Official Committee of Unsecured Creditors, should the Office of the United States Trustee appoint such a Committee in the Case and designate Meridian as a member. Our advice will encompass the fiduciary duties associated with Committee membership, including the obligation to act in the interests of all unsecured creditors as a class and not solely in Meridian's individual interest. We will provide guidance on conflicts of interest that may arise between Meridian's individual position and the positions taken by the Committee, on information-sharing restrictions (including any obligations under confidentiality agreements or protective orders), and on the appropriate handling of material non-public information that Meridian may receive through its participation in the Committee process.
It is important to note that this engagement is for the individual representation of Meridian in its capacity as a trade creditor of Cascadia. Our representation is separate and apart from any counsel retained by the Committee itself. The Committee will be entitled to retain its own counsel (and we understand that Garvey & Holbrook LLP may be proposed for that role), and the Firm does not and will not serve as counsel to the Committee. In certain circumstances, Meridian's individual interests may diverge from those of the Committee, and the Firm's duty of loyalty will run to Meridian as its client.
2.6 DIP Financing Objection
The Firm will review, analyze, and, where appropriate, object to or reserve Meridian's rights with respect to the Debtor's proposed debtor-in-possession financing facility (the "DIP Facility"). Based on information available as of the date of this letter, the Debtor has proposed or is expected to propose a DIP Facility of up to $275 million, with Ridgeline National Bank, N.A. serving as DIP Agent, administrative agent, and collateral agent. The Firm will give specific and close attention to the following aspects of the DIP Facility and the related proposed orders:
(a) roll-up provisions, including the proposed roll-up of approximately $125 million in pre-petition first lien revolving credit facility loans into the DIP Facility, which could effectively elevate the priority of pre-petition secured claims at the expense of unsecured creditor recoveries;
(b) the adequate protection package proposed to be granted to pre-petition secured lenders, including any liens, superpriority claims, or other protections that may prime or diminish the estate's unencumbered assets;
(c) the scope and breadth of any releases, waivers, or stipulations embedded in the DIP order, including challenge period limitations and waivers of the estate's avoidance actions;
(d) milestones and case timelines imposed by the DIP Facility that may constrain the ability of unsecured creditors to participate meaningfully in plan negotiations or sale processes; and
(e) any other terms that may adversely affect unsecured creditor recoveries or Meridian's individual interests.
The Firm will participate in hearings on the Debtor's DIP motion, including the interim hearing currently scheduled for October 17, 2025, and will advocate for appropriate protections, carve-outs, and limitations on behalf of Meridian and other similarly situated unsecured creditors.
2.7 Post-Petition Trade Negotiations
The Firm will advise and assist Meridian in the negotiation and documentation of post-petition trade terms and supply arrangements with Cascadia as debtor-in-possession. We understand that Meridian has been a significant supplier of home goods and lifestyle products to Cascadia, and that the Debtor may seek to continue purchasing goods from Meridian on a post-petition basis. The Firm will work to ensure that any post-petition supply relationship is established on terms that adequately protect Meridian's interests, including administrative expense priority for all post-petition shipments, acceptable payment terms (including, where appropriate, cash-on-delivery or payment in advance), and clear termination rights in the event of a default or a conversion of the Case to Chapter 7.
The Firm will also evaluate the Debtor's critical vendor motion, which we understand was filed or is expected to be filed on or about October 16, 2025. Pursuant to that motion, we understand the Debtor may propose to pay up to $2,500,000 in respect of Meridian's pre-petition trade claims in exchange for Meridian's agreement to continue supplying goods to the Debtor on customary trade terms. The Firm will analyze the terms and conditions of any critical vendor order, negotiate for the most favorable terms available, and advise Meridian on the advisability of accepting such payment in light of the potential impact on Meridian's other rights, including its reclamation claim, its Section 503(b)(9) claim, and any preference defenses.
2.8 Plan and Sale Process Participation
The Firm will represent Meridian's interests in connection with any plan of reorganization, plan of liquidation, or Section 363 sale process conducted in the Case. This representation will include participation in plan negotiations, review and analysis of any disclosure statement, advocacy for favorable treatment of Meridian's trade claims (including, where appropriate, enhanced recovery relative to other classes of unsecured creditors), and participation in any confirmation hearing or sale hearing. The Firm will review all third-party release provisions, exculpation clauses, and injunction provisions in any proposed plan, and will object to any such provisions that improperly seek to release claims held by Meridian against non-debtor third parties without Meridian's consent. The Firm will also evaluate any alternative transactions, competing plans, or stalking horse bid protections that may be proposed during the course of the Case, and will advise Meridian on the implications of such proposals for Meridian's recovery.
2.9 Trade Credit Insurance Coordination
The Firm will coordinate with Meridian's trade credit insurer, Clearwater Surety & Insurance Co. ("Clearwater"), under Policy No. TCI-2024-00783, to facilitate timely submission of Meridian's insurance claim and to maximize Meridian's insurance recovery. Based on information provided by the Client, the policy provides coverage of up to $5,000,000 per occurrence, subject to a ten percent (10%) co-insurance retention, yielding a net expected recovery of approximately $4,500,000. The Firm will advise Meridian on the interaction between any insurance proceeds received from Clearwater and the recovery on Meridian's bankruptcy claim, including the avoidance of double recovery and the preservation of Clearwater's subrogation rights. We will coordinate with Clearwater or its counsel as necessary to ensure that Meridian's bankruptcy claim and its insurance claim are pursued in a complementary manner that maximizes total recovery while complying with the terms of the insurance policy.
2.10 General Matters
In addition to the foregoing, the Firm will provide the following general services in connection with the Case:
(a) attendance at hearings before the Honorable Christine M. Aldridge, including the meeting of creditors required under Section 341(a) of the Bankruptcy Code, hearings on DIP financing, cash collateral, and other first-day motions, and such other hearings as may be necessary to protect Meridian's interests;
(b) review and monitoring of all docket filings in the Case, including monthly operating reports, motions, objections, orders, and other pleadings;
(c) coordination with counsel for other significant unsecured creditors and other stakeholders as appropriate and consistent with Meridian's interests;
(d) such other related legal services as are reasonably necessary to protect and maximize Meridian's recovery in the Case.
The scope of this engagement does not include representation of Meridian in any other matter, litigation, or proceeding outside the Case unless separately agreed to in writing by the Firm and the Client. In particular, the Firm is not engaged to represent Meridian in connection with any pre-petition state court litigation, any regulatory matter, any transaction unrelated to the Case, or any other bankruptcy case other than the Case.
3. Engagement Team and Staffing
The following attorneys will be primarily responsible for this engagement:
Responsible Partner. Colette Whitman, Partner, Bankruptcy & Restructuring Group, will serve as the responsible partner and primary relationship partner for this engagement. Ms. Whitman has over twenty-two years of experience in complex Chapter 11 cases, including representation of major trade creditors, official committees, and secured lenders in some of the largest bankruptcy proceedings in the country. Ms. Whitman will provide strategic oversight of all aspects of the engagement, lead all material negotiations with the Debtor and other parties in interest, and handle all significant court appearances.
Billing Partner. Nathaniel Bower, Partner, Bankruptcy & Restructuring Group, will serve as the billing partner for this engagement. Mr. Bower will be responsible for billing, budgeting, and the financial administration of the engagement, including preparation and review of monthly invoices. Mr. Bower is also a skilled restructuring practitioner and will contribute substantive legal expertise to the engagement as appropriate, particularly in connection with DIP financing analysis, plan negotiations, and Section 363 sale processes.
Lead Associate. Nathan Ikeda, Associate, Bankruptcy & Restructuring Group, will serve as the lead associate on this engagement. Mr. Ikeda will be responsible for day-to-day case management, including monitoring of the docket, drafting of pleadings and motions, preparation of court filings, coordination with opposing counsel and Committee counsel, and attendance at routine hearings and conferences. Mr. Ikeda has substantial experience in Chapter 11 cases in the District of Delaware and is well versed in the local rules and practices of the Delaware Bankruptcy Court.
Working Associate. Gabrielle Moss, Associate, Bankruptcy & Restructuring Group, will provide research and drafting support for the engagement. Ms. Moss will be principally responsible for the preference analysis, including compilation and review of Meridian's payment history with Cascadia and development of statutory defenses. She will also assist with insurance coverage review, preparation of claims documentation, and research on reclamation and administrative expense issues.
Local Counsel / Delaware Office. Calderwood & Harkness maintains a fully staffed office in Wilmington, Delaware, located at 1105 N. Market Street, Suite 1400, Wilmington, Delaware 19801. Attorneys from the Firm's Delaware office will handle local court filings, comply with local court rules for admission and appearance, and attend hearings in the U.S. Bankruptcy Court for the District of Delaware as needed. We do not anticipate the need to engage separate Delaware local counsel at this time, although we will promptly notify the Client if circumstances change.
Additional Resources. Other attorneys, paralegals, legal assistants, and support staff of the Firm may be assigned to work on this engagement from time to time as needed to ensure the effective and efficient delivery of legal services. The Client will be informed of any material changes to the composition of the engagement team. In particular, to the extent any preference litigation requires dedicated litigators or any tax or insurance issues require input from specialists in those fields, the Firm may assign additional personnel from its Litigation or Tax & Benefits groups with the Client's prior knowledge.
4. Fees and Billing Arrangements
4.1 Hourly Rates
The Firm will bill for services rendered in connection with this engagement at the current hourly rates of the attorneys and staff assigned to the matter. The current hourly rates for the principal members of the engagement team are as follows:
Rates for other attorneys who may provide services in connection with this engagement will be at their standard hourly rates in effect at the time services are rendered. Paralegal and legal assistant time will be billed at rates ranging from $350 to $475 per hour, depending on experience level. The Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each year. The Client will be notified in writing of any rate increases at least thirty (30) days in advance of such increases taking effect.
4.2 Fee Estimate — Phase 1
Based on our preliminary assessment of the matter, including the nature and scope of the issues identified in Section 2 above, we estimate that professional fees for Phase 1 of this engagement will be in the range of $350,000 to $475,000. Phase 1 encompasses the period from the commencement of our engagement through and including (i) the final hearing on the Debtor's DIP financing motion (currently scheduled for November 14, 2025) and (ii) the filing of Meridian's proof of claim by the estimated general bar date (which we currently anticipate will be set for approximately January 15, 2026, subject to the entry of a bar date order by the Court). Phase 1 is expected to include preparation and service of the reclamation demand, filing of the Section 503(b)(9) motion, participation in interim and final DIP hearings, negotiation of post-petition trade terms, evaluation of the critical vendor motion, preliminary preference analysis, claims preparation and filing, initial Committee participation, and attendance at the Section 341 meeting of creditors and other hearings.
This estimate is provided for budgeting and planning purposes only. It does not constitute a cap, fee quote, fixed fee, or guarantee of the total cost of the engagement. Actual fees will depend on numerous factors that are not entirely within the Firm's control, including the complexity of the legal and factual issues that arise, the volume and complexity of discovery and document review required, the actions and positions taken by the Debtor, the DIP lenders, the Committee, and other parties in interest, and the overall course and pace of the Case. Significant additional work may be required in subsequent phases of the Case, such as plan negotiations, preference litigation (if a preference action is commenced), participation in a Section 363 sale process, and contested matters or adversary proceedings. The Firm will provide updated budgets and fee estimates to the Client as the matter progresses and as additional phases of work become reasonably foreseeable.
4.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for reimbursement of reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses may include, without limitation:
(a) court filing fees and related administrative charges;
(b) travel expenses, including airfare, ground transportation, lodging, and meals, incurred in connection with court appearances in Wilmington, Delaware, meetings with the Client, or other Case-related travel;
(c) document reproduction, printing, scanning, and production costs;
(d) messenger, delivery, and courier charges;
(e) charges for computerized legal research services (including Westmark Data Systems, Sundial Solutions, PACER, and Cascade Services Inc.);
(f) charges for external vendors, including process servers, court reporters, transcription services, and document management platforms;
(g) postage and express mail charges; and
(h) other customary out-of-pocket disbursements.
Any single expense item in excess of $5,000 will require prior approval from the Client before the Firm incurs such expense. The Firm will exercise reasonable judgment in managing expenses and will endeavor to minimize costs consistent with effective representation.
4.4 Billing and Payment Terms
The Firm will render invoices to the Client on a monthly basis, typically within fifteen (15) business days following the close of each calendar month. Each invoice will include a reasonably detailed description of the services rendered by each timekeeper, organized by task category, together with a summary of expenses and disbursements incurred during the billing period. Invoices will be transmitted to Ms. Anand and Mr. Hargrove by email (or by such other method as the Client may specify) and are due and payable within thirty (30) days of the invoice date.
Unpaid invoice balances outstanding beyond thirty (30) days from the date of invoice may be subject to a late charge of one percent (1.0%) per month on the outstanding balance. The Firm reserves the right to apply any retainer held on behalf of the Client against outstanding invoices, subject to the terms set forth in Section 4.5 below.
The Client's obligation to pay for legal services and expenses is not contingent upon the outcome of the Case or any particular proceeding within the Case. All fees and expenses are the obligation of Meridian Consumer Brands LLC and are payable regardless of the result obtained.
4.5 Retainer.  The Firm requests that the Client provide an initial retainer in the amount of $100,000, to be paid by wire transfer upon execution of this engagement letter. Wire transfer instructions are enclosed with this letter. The retainer will be deposited in the Firm's client trust account (IOLTA) maintained in accordance with the New York Rules of Professional Conduct. The retainer will be held in trust and applied against final invoices rendered in connection with this engagement, or upon termination of the engagement. Any unused portion of the retainer will be promptly refunded to the Client following the conclusion or termination of the engagement and the payment of all outstanding fees and expenses.
5. Client Contacts and Communications
The Firm will direct all substantive communications relating to this engagement to the following individuals at Meridian, unless the Client directs otherwise:
Primary Contact (Legal): Priya Anand, General Counsel, Meridian Consumer Brands LLC. Ms. Anand will serve as the primary point of contact for all legal matters, strategy discussions, settlement authority, and engagement-related approvals.
Primary Contact (Finance): Douglas Hargrove, Vice President of Finance, Meridian Consumer Brands LLC. Mr. Hargrove will serve as the primary point of contact for all financial information, invoice documentation, payment records, delivery records, insurance coordination with Clearwater Surety & Insurance Co., and other financial and accounting matters.
The Firm will copy both Ms. Anand and Mr. Hargrove on significant case correspondence, court filings, and material developments in the Case, unless the Client instructs otherwise. Day-to-day communications may be directed to either contact as appropriate depending on the nature of the subject matter.
Note Regarding Communications with Briarstone Capital Partners. We understand that Meridian is a portfolio company of Briarstone Capital Partners and that Briarstone Capital Partners Fund IV, LP holds a controlling equity interest in Meridian. Given the potential fiduciary obligations that may arise if Meridian is appointed to the Official Committee of Unsecured Creditors — and given the confidentiality restrictions that typically apply to information shared within the Committee process — communications with Elena Marchetti or other personnel at Briarstone Capital Partners regarding Case-related matters will be subject to coordination with the Client and applicable confidentiality protocols. The Firm does not represent Briarstone Capital Partners, Briarstone Capital Partners Fund IV, LP, or any of their other portfolio companies in connection with this matter, and will not share privileged or confidential information with Briarstone without the Client's express authorization and only to the extent permitted by applicable rules and agreements.
6. Conflict of Interest Disclosure
The Firm has conducted a thorough conflicts check in connection with this proposed engagement, applying the requirements of the New York Rules of Professional Conduct and the Delaware Rules of Professional Conduct, as applicable. Based on our review, we confirm the following:
Calderwood & Harkness LLP does not currently represent Cascadia Home & Lifestyle Inc., Pinecrest Equity Group LLC, Pinecrest Equity Partners III, LP, or any of their respective affiliates, officers, directors, or equity holders in any matter.
Calderwood & Harkness LLP does not currently represent Ridgeline National Bank, N.A. or Thornfield Capital Management LP in any matter related to the Cascadia bankruptcy, the Debtor's pre-petition credit facilities, or any transaction involving the Debtor or its affiliates.
The Firm has, however, identified the following relationships that we disclose for transparency and completeness:
(a) Calderwood & Harkness LLP has in the past represented Ridgeline National Bank, N.A. in connection with certain unrelated commercial lending transactions. Those prior engagements have either been concluded or involve subject matter and parties that are entirely unrelated to the Cascadia bankruptcy case. No confidential information obtained in connection with those prior engagements is relevant to, or will be used in connection with, the representation of Meridian in the Case.
(b) Calderwood & Harkness LLP has performed minor corporate advisory work for an affiliate of Briarstone Capital Partners in connection with a portfolio company other than Meridian. This work is unrelated to the Case and does not give rise to any conflict of interest with respect to the Firm's representation of Meridian.
Based on our review, we do not believe that any of the foregoing relationships give rise to a conflict of interest, whether actual or potential, that would impair our ability to represent Meridian zealously and effectively in this matter. We are satisfied that the Firm can undertake this engagement consistent with its professional and ethical obligations.
We ask that the Client notify the Firm promptly if it becomes aware of any additional relationships or potential conflicts not identified above. Should a conflict of interest arise during the course of this engagement — including as a result of the Firm's acceptance of a new client or matter, changes in the parties or issues in the Case, or other developments — the Firm will promptly notify the Client and will work to resolve the matter in accordance with the applicable rules of professional conduct, including, where appropriate, seeking informed written consent or, if the conflict is not waivable, withdrawing from the engagement.
7. Identification of Adverse and Interested Parties
For the Client's reference, the following are the principal parties in the Case whose interests may be adverse to or different from those of Meridian. This list is based on information currently available and may be supplemented as additional parties become known:
•  Cascadia Home & Lifestyle Inc. (Debtor), represented by Brindoval Baines & Lord LLP (Harrison Caldwell, lead partner) as lead bankruptcy counsel and Borwick Sato LLP (Michael Donnelly) as Delaware local counsel.
•  Ashworth Partners LLC (Sandra Ng, Managing Director), financial advisor and investment banker retained by the Debtor.
•  Kellner & Associates LLC (Philip Kellner), appointed as Chief Restructuring Officer of the Debtor.
•  Ridgeline National Bank, N.A. (Laura Chin, Managing Director), DIP Agent and pre-petition first lien revolving credit facility administrative agent.
•  Thornfield Capital Management LP (Alan Reeves, Portfolio Manager), pre-petition second lien term loan holder and agent.
•  Pacific Continental Trust Company, indenture trustee for the Debtor's 8.75% Senior Unsecured Notes due 2027.
•  Pinecrest Equity Group LLC and Pinecrest Equity Partners III, LP (Theodore "Ted" Langford, Managing Partner), equity sponsor of the Debtor and holder of the Debtor's equity interests.
•  Official Committee of Unsecured Creditors (if and when appointed by the United States Trustee), to be represented by separate counsel, which we understand may be Garvey & Holbrook LLP.
Calderwood & Harkness represents Meridian in its individual capacity as a trade creditor of the Debtor. The Firm does not represent the Committee, any other creditor, or any other party in interest in the Case.
8. Document Preservation and Information Requests
The effective prosecution and protection of Meridian's claims and defenses in the Case will require the Client's full cooperation in assembling, organizing, and preserving relevant documentation and information. To that end, we ask that the Client promptly compile and make available to the Firm the following categories of documents and information:
(a) Invoice Register. A complete register or schedule of all outstanding and paid invoices issued by Meridian to Cascadia, with particular attention to invoices numbered MCB-092174 through MCB-095301 and all invoices dating back at least twenty-four (24) months from the petition date (i.e., from October 2023 through October 2025). The register should include invoice numbers, dates, amounts, descriptions of goods, payment due dates, and payment status.
(b) Payment Records. Complete records of all payments received by Meridian from Cascadia during the period from at least January 2023 through October 14, 2025, including wire transfer confirmations, check images, ACH records, remittance advices, cash application logs, and any other documentation evidencing the date, amount, and method of each payment. This information is critical for the preference analysis.
(c) Shipping and Delivery Records. Shipping records, bills of lading, proofs of delivery, and other documentation reflecting the dates on which goods were shipped to and received by Cascadia. Particular attention should be given to shipments during the following periods: (i) August 30, 2025 through October 14, 2025 (the forty-five-day reclamation window under Section 546(c)); and (ii) September 24, 2025 through October 14, 2025 (the twenty-day Section 503(b)(9) window).
(d) Contracts and Agreements. Copies of all contracts, master supply agreements, purchase orders, trade term letters, credit applications, and any other written agreements between Meridian and Cascadia governing the supply relationship, payment terms, credit limits, and related matters.
(e) Insurance Documentation. A complete copy of the Clearwater Surety & Insurance Co. trade credit insurance policy (Policy No. TCI-2024-00783), together with all related correspondence, endorsements, amendments, premium payment records, prior claims or loss notifications, and any communications with Clearwater regarding the Cascadia account.
(f) Internal Communications. Internal emails, memoranda, reports, notes, and other communications within Meridian (including communications with and among the credit department, the sales team, senior management, and the finance department) regarding the Cascadia account, including discussions of payment history, credit decisions, changes in credit terms, collection efforts, and any concerns or information regarding Cascadia's financial condition, liquidity, or creditworthiness.
Litigation Hold. We strongly recommend that the Client immediately implement a litigation hold — that is, a directive to all relevant personnel at Meridian to preserve and refrain from deleting, destroying, modifying, or discarding any and all documents and electronically stored information ("ESI") that may be potentially relevant to the Case, including the claims, reclamation rights, preference defense, and other matters described in this letter. The litigation hold should cover both paper and electronic records, including emails, text messages, calendar entries, voicemails, spreadsheets, databases, and any documents maintained on shared drives, cloud storage platforms, or personal devices. The Firm can provide a template litigation hold notice for the Client's use if requested.
9. Confidentiality and Privilege
All communications between the Firm and the Client in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to maintain the confidentiality of such communications and will not disclose confidential Client information to any third party without the Client's prior written consent, except as required by law, court order, or applicable rules of professional conduct.
Special Note Regarding Committee Membership. If Meridian is appointed to the Official Committee of Unsecured Creditors in the Case, certain categories of information received by Meridian through the Committee process — including, without limitation, the Debtor's non-public financial information, business plans, offers, and other sensitive data — may be subject to confidentiality agreements, protective orders, or restrictions imposed by Committee counsel (anticipated to be Garvey & Holbrook LLP) or by the Court. The Firm will advise the Client on the appropriate handling of such information, including the limitations that may apply to sharing such information with Briarstone Capital Partners, its affiliates, or other entities outside of Meridian's legal and finance teams. In some cases, Committee-related confidentiality obligations may require the creation of information barriers or "ethical walls" within Meridian and Briarstone to ensure compliance. The Firm will work with the Client to implement any such protocols as necessary.
10. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party. No reason need be stated for such termination; however, the Firm's ability to withdraw from the engagement may be subject to approval by the Bankruptcy Court or other applicable tribunal, depending on the procedural posture of the Case at the time of withdrawal.
Upon termination of the engagement, the Client will remain responsible for payment of all fees and expenses incurred through the effective date of termination. The Firm will render a final invoice covering all services rendered and expenses incurred up to and including the termination date, and any retainer held by the Firm will be applied against such final invoice, with any remaining balance refunded to the Client.
The Firm will take reasonable steps to protect the Client's interests during any transition period following termination, including providing the Client with copies of its file (subject to applicable ethical rules regarding firm work product), cooperating with successor counsel, and complying with any applicable court rules regarding the orderly withdrawal of counsel.
Subject to applicable ethical obligations, the Firm reserves the right to withdraw from this engagement under any of the following circumstances: (i) the Client fails to pay invoices rendered by the Firm in a timely manner, and such failure continues after notice and a reasonable opportunity to cure; (ii) the Client fails to cooperate with the Firm in the representation, including by withholding material information or refusing to follow the Firm's reasonable professional advice; (iii) continuation of the engagement would result in a violation of the applicable rules of professional conduct, including a non-waivable conflict of interest; or (iv) other circumstances exist that would make continued representation unreasonable or impracticable.
11. Limitation of Liability and No Guarantee of Outcome
The Firm will exercise reasonable professional care and diligence in the performance of legal services under this engagement, consistent with the standards applicable to attorneys practicing in the field of bankruptcy and restructuring law. The Firm is committed to providing the highest quality legal representation and to pursuing all reasonable avenues to protect and maximize Meridian's recovery in the Case.
Notwithstanding the foregoing, the Firm makes no guarantee or warranty regarding the outcome of the Case, the amount of recovery on Meridian's claims, the success of any particular legal strategy, motion, or defense, or the actions or decisions of the Bankruptcy Court, the Debtor, or any other party in interest. Bankruptcy proceedings involve inherent uncertainties, including the exercise of judicial discretion, the unpredictable actions of other parties, negotiations among multiple constituencies with competing interests, and market and economic conditions that may affect asset values, going-concern viability, and creditor recoveries. The Client acknowledges that the Firm's fee estimate and strategic recommendations are based on the information available at the time they are provided and are subject to change as the Case evolves.
The Firm's aggregate liability in connection with this engagement, whether arising from breach of contract, negligence, or any other theory, shall not exceed the total amount of professional fees actually paid by the Client to the Firm under this engagement letter, except to the extent such liability arises from the Firm's willful misconduct or gross negligence. This limitation shall not apply to any liability that cannot be limited or excluded under applicable law or the rules of professional conduct.
12. Governing Law and Dispute Resolution
This engagement letter, and the relationship between the Firm and the Client arising hereunder, shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services, or the Firm's fees, including any claim for breach of fiduciary duty or professional malpractice (other than a request for equitable or injunctive relief), shall be resolved through binding arbitration administered by JAMS in New York, New York, in accordance with JAMS' Comprehensive Arbitration Rules and Procedures then in effect. The arbitrator shall be a retired judge or attorney with substantial experience in legal malpractice or attorney fee disputes. The decision of the arbitrator shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, either party may seek temporary or preliminary equitable or injunctive relief in a court of competent jurisdiction without first submitting to arbitration, to the extent necessary to prevent irreparable harm.
13. Acceptance and Execution
We respectfully request that the Client confirm its acceptance of the terms and conditions of this engagement by having an authorized representative sign and return a copy of this letter to the Firm at the address set forth above, or by email to cwhitman@calderwoodharkness.com. A copy of this letter suitable for execution is enclosed.
We wish to emphasize the time-sensitive nature of this matter. As discussed, the reclamation demand under Section 546(c) must be served promptly following the petition date to preserve Meridian's rights, and the interim hearing on the Debtor's DIP financing motion is currently scheduled for October 17, 2025 — just three days from the date of this letter. Accordingly, the Firm is prepared to commence work immediately upon execution of this engagement letter and receipt of the retainer, and we urge the Client to return the executed letter at its earliest convenience.
We appreciate Meridian's confidence in Calderwood & Harkness LLP and look forward to working with you, Ms. Anand, and Mr. Hargrove to protect Meridian's interests and maximize its recovery in the Cascadia bankruptcy case. We are fully committed to providing the strategic counsel and diligent advocacy that this complex matter requires, and we are available to discuss any aspect of this letter or the Case at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Colette Whitman, Partner Bankruptcy & Restructuring Group
200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7823
Email: cwhitman@calderwoodharkness.com
ACCEPTANCE
AGREED AND ACCEPTED:
The undersigned, on behalf of Meridian Consumer Brands LLC, hereby confirms acceptance of the terms and conditions of the engagement set forth in this letter and authorizes Calderwood & Harkness LLP to commence the representation described herein.
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Priya Anand
Title: General Counsel
Date: ________
Enclosures:
1.  Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement
2.  Form W-9 (Request for Taxpayer Identification Number and Certification)
3.  Wire Transfer Instructions for Retainer Payment
cc: Douglas Hargrove, Vice President of Finance, Meridian Consumer Brands LLC cc: Elena Marchetti, Briarstone Capital Partners (if authorized by Client) cc: Nathaniel Bower, Calderwood & Harkness LLP cc: Nathan Ikeda, Calderwood & Harkness LLP
Timekeeper | Position | Hourly Rate
Colette Whitman | Partner | $1,450
Nathaniel Bower | Partner | $1,375
Nathan Ikeda | Associate | $895
Gabrielle Moss | Associate | $725

CALDERWOOD & HARKNESS LLP Attorneys at Law

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CALDERWOOD & HARKNESS LLP

ACCEPTANCE

AGREED AND ACCEPTED:

MERIDIAN CONSUMER BRANDS LLC

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