1011-00002 · Meridian Consumer Brands LLC · Transaction Documents

post-petition-trade-terms-agreement.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) 558-4000 Facsimile: (212) 558-3588

Matter No.: 1011-00002

Draft Prepared: October 2025

Date: ____

Cascadia Home & Lifestyle Inc. As Debtor and Debtor-in-Possession 1200 NW Everett Street, Suite 800 Portland, Oregon 97209

Attention: Vikram Patel, Chief Financial Officer

Philip Kellner, Chief Restructuring Officer

Via Hand Delivery, Overnight Courier, and Email

Copy to:

Brindoval Baines & Lord LLP 51 West 52nd Street New York, New York 10019

Attention: Harrison Caldwell

Borwick Sato LLP 919 N. Market Street, Suite 600 Wilmington, Delaware 19801

Attention: Michael Donnelly

Re: Post-Petition Trade Terms Agreement between Meridian Consumer Brands LLC and Cascadia Home & Lifestyle Inc., as Debtor-in-Possession — In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.)

Dear Mr. Patel, Mr. Kellner, Mr. Caldwell, and Mr. Donnelly:

This letter agreement (the "Agreement") sets forth the terms and conditions under which Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or "Supplier"), with principal offices at 575 Lexington Avenue, 22nd Floor, New York, New York 10022, will continue to sell and ship goods on a post-petition basis to Cascadia Home & Lifestyle Inc., a Delaware corporation ("Cascadia" or "Buyer"), as debtor and debtor-in-possession in the above-captioned Chapter 11 case pending before the Honorable Christine M. Aldridge in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court").

As you are aware, Cascadia filed a 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 (the "Petition Date"), and continues to operate its business and manage its properties as debtor-in-possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. Meridian has been one of Cascadia's principal trade suppliers for over twelve years, and the parties recognize the mutual benefits of maintaining an ongoing supply relationship during the pendency of the Bankruptcy Case, subject to the terms and conditions set forth herein.

This Agreement is entered into without prejudice to any and all of Meridian's pre-petition claims against Cascadia, including but not limited to Meridian's pre-petition trade receivables, its reclamation demand under 11 U.S.C. § 546(c), its administrative expense claim under 11 U.S.C. § 503(b)(9), its rights to assert defenses to any preference action under 11 U.S.C. § 547, and any and all other rights, claims, and remedies that Meridian may have in the Bankruptcy Case or otherwise at law or in equity. Nothing contained in this Agreement shall be deemed an admission, waiver, or release of any kind by Meridian.

This Agreement is subject to negotiation and execution by both parties and any necessary approval of the Bankruptcy Court. If the terms set forth in this letter are acceptable, please execute this Agreement in the space provided below.

The parties hereby agree as follows:

1. DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below:

"Administrative Expense" means an allowed administrative expense under 11 U.S.C. § 503(b)(1)(A) entitled to priority of payment under 11 U.S.C. § 507(a)(2).

"Agreement" means this Post-Petition Trade Terms Letter Agreement, including all exhibits and schedules attached hereto, as may be amended or modified from time to time in accordance with Section 12.5.

"Bankruptcy Case" means In re Cascadia Home & Lifestyle Inc., Case No. 25-12087 (Bankr. D. Del.).

"Bankruptcy Code" means Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as amended from time to time.

"Bankruptcy Court" means the United States Bankruptcy Court for the District of Delaware, or such other court of competent jurisdiction exercising jurisdiction over the Bankruptcy Case.

"Buyer" means Cascadia Home & Lifestyle Inc., as debtor and debtor-in-possession in the Bankruptcy Case, and its successors and permitted assigns.

"COD" means cash on delivery — that is, payment in full by wire transfer of immediately available funds upon delivery of the Goods to the Buyer or its designated carrier.

"Effective Date" means the date on which this Agreement is executed by both parties, as indicated in the signature blocks below.

"Goods" means household cleaning products, personal care items, small kitchen appliances, and such other products as Meridian manufactures and distributes from time to time, as may be ordered by the Buyer pursuant to Purchase Orders submitted and accepted in accordance with this Agreement. For the avoidance of doubt, the term "Goods" encompasses all product categories historically supplied by Meridian to Cascadia, including without limitation the product lines identified in the parties' pre-petition master supply agreement and related purchase orders.

"Payment Default" means the failure by the Buyer to pay any Post-Petition Invoice in full within the applicable payment period set forth in Section 4 of this Agreement.

"Petition Date" means October 14, 2025, the date on which Cascadia filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code.

"Post-Petition Invoice" means any invoice issued by Meridian to Cascadia for Goods shipped and delivered on or after the Petition Date pursuant to this Agreement.

"Post-Petition Obligations" means all obligations of the Buyer to Meridian arising from or in connection with any Purchase Order accepted and Goods shipped on or after the Petition Date under this Agreement, including without limitation all amounts owed under Post-Petition Invoices, late payment interest, indemnification obligations, and any other amounts payable hereunder.

"Pre-Petition Claims" means all claims of Meridian against Cascadia arising prior to the Petition Date, including without limitation the Pre-Petition Trade Receivables, the Reclamation Claim, and the 503(b)(9) Claim (each as defined below), and any other claims, demands, rights, or causes of action that Meridian may hold against Cascadia or its estate with respect to events, transactions, or occurrences taking place prior to the Petition Date.

"Pre-Petition Trade Receivables" means the aggregate pre-petition trade receivables of Fourteen Million Seven Hundred Twenty-Six Thousand Four Hundred Eighteen Dollars and Thirty-Seven Cents ($14,726,418.37) owed by Cascadia to Meridian as of the Petition Date, consisting of eighty-three (83) unpaid invoices dated between July 18, 2025 (Invoice No. MCB-092174) and October 10, 2025 (Invoice No. MCB-095301), as more fully set forth in Meridian's proof of claim to be filed in the Bankruptcy Case.

"Purchase Order" means any purchase order submitted by the Buyer to Meridian for Goods in accordance with the procedures set forth in Section 3 of this Agreement.

"Reclamation Claim" means Meridian's reclamation demand under 11 U.S.C. § 546(c) with respect to approximately Three Million Two Hundred Eighteen Thousand Six Hundred Fifty Dollars ($3,218,650.00) in Goods delivered to Cascadia within the forty-five (45) day period preceding the Petition Date (August 30, 2025 through October 14, 2025), as set forth in Meridian's written reclamation demand dated October 17, 2025.

"503(b)(9) Claim" means Meridian's administrative expense claim of approximately One Million Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($1,847,200.00) under 11 U.S.C. § 503(b)(9) for the value of any Goods received by the Buyer in the ordinary course of business within the twenty (20) days preceding the Petition Date (September 24, 2025 through October 14, 2025).

"Supplier" means Meridian Consumer Brands LLC, a Delaware limited liability company, and its successors and permitted assigns.

2. SCOPE OF AGREEMENT

2.1 Governing Scope. This Agreement governs all post-petition sales and shipments of Goods from Meridian to Cascadia commencing on the Effective Date and continuing until termination of this Agreement in accordance with Section 10 hereof. All transactions between the parties for the purchase and sale of Goods on and after the Effective Date shall be subject to and governed by the terms and conditions of this Agreement. To the extent of any conflict between the terms of this Agreement and the terms of any Purchase Order, order confirmation, invoice, or other document, the terms of this Agreement shall control unless both parties expressly agree in writing to a specific deviation with reference to this Section 2.1.

2.2 Estimated Volume. Based on the Buyer's current projected requirements as communicated to Meridian, the parties estimate that the Buyer will order approximately Four Million Eight Hundred Thousand Dollars ($4,800,000.00) per month in Goods during the term of this Agreement; provided, however, that no minimum purchase commitment is made by the Buyer and no minimum supply obligation is assumed by the Supplier. The estimated volume set forth in this Section 2.2 is provided for informational purposes only and shall not be construed as a binding commitment or guarantee by either party. Actual order volumes may vary depending on market conditions, the Buyer's operations, seasonal demand, and other factors.

2.3 Acceptance of Purchase Orders. Meridian shall accept or reject Purchase Orders in its sole and absolute discretion based on, among other factors, available inventory, production capacity, credit risk, and the Buyer's compliance with the terms and conditions of this Agreement. Meridian shall have no liability for declining to accept any Purchase Order, and no course of dealing or prior acceptance of Purchase Orders shall create any obligation on Meridian's part to accept future Purchase Orders.

2.4 Product Categories. Goods supplied under this Agreement shall consist of Meridian's branded household cleaning products, personal care items, and small kitchen appliances, consistent with the product categories historically supplied by Meridian to Cascadia. For reference, total sales from Meridian to Cascadia for fiscal year 2024 totaled approximately Fifty-Eight Million Three Hundred Thousand Dollars ($58,300,000.00), and Cascadia ranked as Meridian's fourth (4th) largest customer by revenue during that period. Nothing in this Agreement shall obligate Meridian to supply any particular product, product line, or SKU, and Meridian reserves the right to discontinue or modify any product in its ordinary course of business.

3. PURCHASE ORDERS

3.1 Submission of Purchase Orders. The Buyer shall submit Purchase Orders to Meridian in writing (including by electronic transmission) specifying, at a minimum, the following information: (a) the product SKU numbers and descriptions for the Goods ordered; (b) the quantities ordered for each SKU; (c) the requested delivery date(s); (d) the ship-to location(s), which may include up to three hundred forty-seven (347) retail store locations operated by the Buyer and the Buyer's distribution centers, as identified in writing to Meridian from time to time; and (e) any special shipping or handling instructions. Purchase Orders shall be directed to Meridian's order management department at the address, email, or electronic portal designated by Meridian in writing.

3.2 Reference to Agreement. Each Purchase Order submitted by the Buyer shall expressly reference this Agreement and the Bankruptcy Case number (Case No. 25-12087). Failure to include such reference shall not invalidate a Purchase Order that is otherwise accepted by Meridian, but may delay processing.

3.3 Acceptance or Rejection. Meridian shall confirm acceptance or rejection of each Purchase Order within three (3) business days of receipt. Acceptance may be communicated in writing, by electronic confirmation, or by shipment of the Goods. If Meridian does not respond to a Purchase Order within such three (3) business day period, the Purchase Order shall be deemed rejected. Partial acceptance of a Purchase Order shall be permitted in Meridian's discretion, and such partial acceptance shall not obligate Meridian to fulfill the balance of the order.

3.4 Administrative Obligation. Acceptance of a Purchase Order by Meridian shall constitute a post-petition administrative obligation of the Buyer's estate. The Buyer acknowledges that each accepted Purchase Order gives rise to Post-Petition Obligations that are entitled to Administrative Expense status under the Bankruptcy Code, as more fully described in Section 5 hereof.

3.5 No Obligation to Accept. The Buyer acknowledges and agrees that Meridian is under no obligation to accept any Purchase Order and may decline any order for any reason or for no reason, including without limitation concerns regarding the Buyer's payment history, financial condition, creditworthiness, compliance with the terms of this Agreement, or any other factor that Meridian, in its sole discretion, deems relevant. Meridian's decision to decline a Purchase Order shall not constitute a breach of this Agreement or give rise to any claim or cause of action by the Buyer.

4. PAYMENT TERMS

4.1 Net 30 Payment Terms. All Post-Petition Invoices shall be payable net thirty (30) days from the date of the applicable invoice (the "Due Date"). Payment in full of each Post-Petition Invoice is due on or before the applicable Due Date. For the avoidance of doubt, the pre-petition trade terms between the parties — which provided for payment on a Net 60 basis with a two percent (2%) early payment discount at Net 15 — are hereby superseded by this Agreement with respect to all post-petition transactions, and such pre-petition trade terms shall have no application to any Goods ordered, shipped, or invoiced on or after the Effective Date. The shortened payment terms reflect the increased credit risk associated with post-petition transactions and are a material inducement for Meridian's willingness to continue supplying Goods to the Buyer during the pendency of the Bankruptcy Case.

4.2 Method of Payment. All payments under this Agreement shall be made by wire transfer of immediately available funds to a bank account designated by Meridian in writing. Meridian shall provide wire transfer instructions to the Buyer promptly following execution of this Agreement. Payments shall be deemed received on the date the funds are credited to Meridian's designated account. The Buyer shall be responsible for all wire transfer fees and bank charges associated with its payments. Payment by check shall not be accepted unless expressly agreed by Meridian in writing on a case-by-case basis.

4.3 Late Payment Interest. Any Post-Petition Invoice not paid in full within the thirty (30) day payment period specified in Section 4.1 shall bear interest at the lesser of (a) one and one-half percent (1.5%) per month (equivalent to eighteen percent (18%) per annum, calculated on the basis of a 360-day year) or (b) the maximum rate permitted by applicable law, accruing from the Due Date until the date such Post-Petition Invoice is paid in full. The accrual of interest under this Section 4.3 shall not limit or waive any of Meridian's other rights or remedies under this Agreement, including without limitation the right to impose COD terms under Section 4.4 or to declare an Event of Default under Section 9.

4.4 COD Backstop. Notwithstanding the Net 30 payment terms set forth in Section 4.1, Meridian reserves the right, in its sole discretion, to impose COD terms on any or all shipments of Goods to the Buyer if either of the following conditions exists:

(a) any Post-Petition Invoice remains unpaid for more than five (5) business days past its Due Date; or

(b) Meridian reasonably determines that the Buyer's financial condition has materially deteriorated since the Effective Date, as evidenced by, among other things, (i) a material reduction in the Buyer's DIP financing availability, (ii) the filing of a motion to convert the Bankruptcy Case to Chapter 7, (iii) the filing of a motion to appoint a Chapter 11 trustee, (iv) a material adverse change in the Buyer's operating results as reflected in the Buyer's monthly operating reports filed with the Bankruptcy Court, or (v) any other circumstance that Meridian reasonably believes may jeopardize the Buyer's ability to satisfy its Post-Petition Obligations.

Once COD terms are imposed pursuant to this Section 4.4, such terms shall remain in effect until all of the following conditions have been satisfied: (i) all outstanding Post-Petition Invoices (including accrued interest) have been paid in full, and (ii) the Buyer has demonstrated, to Meridian's reasonable satisfaction, that the conditions giving rise to the imposition of COD terms have been cured or no longer exist. Meridian shall provide written notice to the Buyer of the imposition or removal of COD terms; provided, that the failure to provide such notice shall not affect the validity of Meridian's exercise of its rights under this Section 4.4.

4.5 No Setoff or Recoupment by Buyer. The Buyer shall not set off, deduct, or recoup any amount from payments due under this Agreement on account of any pre-petition or post-petition dispute, chargeback, credit memo, return allowance, promotional allowance, markdown allowance, or other claim against Meridian, without Meridian's prior written consent, which may be withheld in Meridian's sole discretion. Any dispute regarding the amount of a Post-Petition Invoice or the quality or quantity of Goods delivered shall be resolved in accordance with this Agreement and shall not delay or reduce payment of undisputed amounts. The Buyer's obligation to make timely payment in accordance with this Section 4 is absolute and unconditional, and shall not be subject to any defense, counterclaim, or offset whatsoever.

5. ADMINISTRATIVE EXPENSE PRIORITY

5.1 Administrative Expense Status. The Buyer acknowledges and agrees that all Post-Petition Obligations arising under this Agreement shall constitute allowed administrative expenses of the Buyer's estate under 11 U.S.C. § 503(b)(1)(A), entitled to priority of payment under 11 U.S.C. § 507(a)(2). The Buyer shall not contest, object to, or challenge the allowance or priority of any Post-Petition Obligation as an Administrative Expense of the estate. The parties agree that the Administrative Expense status of the Post-Petition Obligations is a fundamental inducement for Meridian's willingness to enter into this Agreement and to continue supplying Goods to the Buyer on a post-petition basis.

5.2 Payment Under Any Plan or Sale. All outstanding Post-Petition Obligations (including any accrued and unpaid interest, fees, and indemnification obligations) shall be paid in full in cash on the effective date of any plan of reorganization confirmed in the Bankruptcy Case, or at the closing of any sale of substantially all of the Buyer's assets pursuant to 11 U.S.C. § 363, whichever occurs first. No Post-Petition Obligation shall be subject to compromise, impairment, discharge, release, or modification under any plan of reorganization, sale order, or other disposition in the Bankruptcy Case without Meridian's prior written consent. Any plan of reorganization or sale motion that does not provide for the payment in full of all Post-Petition Obligations in cash on the effective date or closing date, as applicable, shall be deemed to violate the terms of this Agreement, and Meridian shall have the right to object to confirmation or approval of any such plan or sale.

5.3 Superpriority Carve-Out. In the event that the DIP financing facility (as currently constituted, a Two Hundred Seventy-Five Million Dollar ($275,000,000) senior secured superpriority debtor-in-possession credit facility with Ridgeline National Bank, N.A. as DIP Agent, authorized by the Bankruptcy Court's interim and final DIP financing orders) or any other superpriority obligations of the estate impair or threaten to impair the payment of administrative expenses, including the Post-Petition Obligations, the Buyer agrees to use commercially reasonable efforts to ensure that the DIP budget, cash collateral budget, and any approved carve-out from the DIP lender's liens and superpriority claims include adequate reserves for the payment of Meridian's Post-Petition Obligations. The Buyer shall promptly notify Meridian of any proposed modification to the DIP budget or carve-out that could materially affect the availability of funds to pay Post-Petition Obligations, and shall provide Meridian with a reasonable opportunity to be heard in connection with any such modification.

6. SHIPPING, DELIVERY, AND RISK OF LOSS

6.1 Shipping Terms. All Goods shall be shipped FOB shipping point (Meridian's manufacturing facilities or distribution centers, as applicable), unless the parties expressly agree to different shipping terms in the applicable Purchase Order. Freight and shipping costs shall be borne by the Buyer and shall be invoiced separately or included in the applicable Post-Petition Invoice, consistent with the parties' past practice. Title to the Goods and all risk of loss or damage shall pass to the Buyer upon delivery of the Goods to the common carrier at the shipping point. The Buyer shall be responsible for procuring and maintaining adequate insurance coverage for Goods in transit.

6.2 Delivery. Meridian shall use commercially reasonable efforts to deliver Goods in accordance with the delivery schedule specified in accepted Purchase Orders. Delivery dates are estimates only and time shall not be of the essence unless expressly agreed in writing by Meridian. Meridian shall not be liable for any delays in delivery caused by force majeure events (including without limitation natural disasters, pandemics, acts of government, labor disputes, raw material shortages, or transportation disruptions), supply chain disruptions beyond Meridian's reasonable control, or the Buyer's failure to comply with any term or condition of this Agreement. In the event of a delivery delay, Meridian shall use commercially reasonable efforts to notify the Buyer of the anticipated duration of the delay and, if practicable, to arrange for alternative delivery.

6.3 Inspection and Acceptance. The Buyer shall inspect all Goods promptly upon receipt at the ship-to location and shall notify Meridian in writing within ten (10) business days of delivery of any nonconforming, damaged, or defective Goods, specifying the nature and extent of the nonconformity, damage, or defect. Failure to provide such written notice within the ten (10) business day period shall constitute irrevocable acceptance of the Goods and a waiver of any claim with respect thereto. Meridian's sole liability for nonconforming, damaged, or defective Goods that are timely rejected shall be, at Meridian's option, replacement of the Goods or issuance of a credit to the Buyer's account, and in no event shall Meridian be liable for consequential, incidental, or special damages.

7. PRESERVATION OF PRE-PETITION CLAIMS AND RIGHTS

7.1 No Waiver of Pre-Petition Claims. Nothing in this Agreement shall constitute, or shall be deemed or construed to constitute, a waiver, release, modification, reduction, compromise, or satisfaction of any of Meridian's Pre-Petition Claims, in whole or in part. Meridian expressly reserves, and the Buyer acknowledges and agrees that Meridian retains, all of its Pre-Petition Claims, rights, and remedies, including without limitation:

(a) the Pre-Petition Trade Receivables of Fourteen Million Seven Hundred Twenty-Six Thousand Four Hundred Eighteen Dollars and Thirty-Seven Cents ($14,726,418.37), consisting of eighty-three (83) unpaid invoices dated between July 18, 2025 and October 10, 2025;

(b) the Reclamation Claim of approximately Three Million Two Hundred Eighteen Thousand Six Hundred Fifty Dollars ($3,218,650.00) under 11 U.S.C. § 546(c), as set forth in Meridian's written reclamation demand;

(c) the 503(b)(9) Claim of approximately One Million Eight Hundred Forty-Seven Thousand Two Hundred Dollars ($1,847,200.00) under 11 U.S.C. § 503(b)(9) for Goods received by the Buyer within the twenty (20) days preceding the Petition Date;

(d) any and all rights to assert defenses to preference claims under 11 U.S.C. § 547, including without limitation the ordinary course of business defense under § 547(c)(2), the contemporaneous exchange defense under § 547(c)(1), the new value defense under § 547(c)(4), and any other applicable defense;

(e) Meridian's rights as a member of the Official Committee of Unsecured Creditors appointed in the Bankruptcy Case on October 28, 2025, including without limitation Meridian's right to participate in committee deliberations, review the Debtor's books and records, and advocate for the interests of unsecured creditors;

(f) any and all proofs of claim filed or to be filed by Meridian on or before the estimated general claims bar date of January 15, 2026, or such other bar date as may be established by the Bankruptcy Court;

(g) any rights under Meridian's trade credit insurance policy issued by Clearwater Surety & Insurance Co. (Policy No. TCI-2024-00783), including the right to submit claims under such policy and to assign or subrogate such rights as permitted thereunder; and

(h) any other rights, claims, defenses, or remedies available to Meridian under the Bankruptcy Code, applicable non-bankruptcy law, or any other agreement between the parties.

7.2 No Impact of Critical Vendor Payment. This Agreement is entered into independent of, and without prejudice to, Meridian's rights in connection with the Debtor's Motion for Entry of an Order Authorizing the Payment of Certain Pre-Petition Claims of Critical Vendors (the "Critical Vendor Motion"), filed on October 16, 2025 (Dkt. No. 27), and the proposed critical vendor payment of Two Million Five Hundred Thousand Dollars ($2,500,000.00) to Meridian. Acceptance by Meridian of any critical vendor payment, in whole or in part, shall not constitute a waiver, release, or satisfaction of the balance of Meridian's Pre-Petition Claims, shall not reduce any amount owed or to become owed under this Agreement, and shall not create any obligation on Meridian's part to continue shipping Goods to the Buyer beyond the terms of this Agreement. The parties acknowledge that the critical vendor payment, if made, relates solely to a portion of the Pre-Petition Trade Receivables and does not affect the independent rights and obligations created by this Agreement.

7.3 Separate Rights. Meridian's rights under this Agreement are cumulative and in addition to all rights and remedies that Meridian may have under the Bankruptcy Code, applicable non-bankruptcy law, any pre-petition agreement between the parties, or any other instrument or document. The exercise of any right or remedy under this Agreement shall not preclude the exercise of any other right or remedy, and all such rights and remedies shall be fully preserved.

8. REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties by the Buyer. The Buyer hereby represents and warrants to Meridian as of the Effective Date, and shall be deemed to repeat such representations and warranties as of the date of each Purchase Order submitted hereunder, as follows:

(a) The Buyer is a corporation duly organized and validly existing under the laws of the State of Delaware, and is a debtor and debtor-in-possession duly authorized to operate its business and manage its properties pursuant to 11 U.S.C. §§ 1107 and 1108 in the Bankruptcy Case.

(b) The execution, delivery, and performance of this Agreement by the Buyer is within the Buyer's authority as debtor-in-possession and, to the extent required by the Bankruptcy Code or orders of the Bankruptcy Court, has been approved by the Bankruptcy Court or constitutes a transaction in the ordinary course of business that does not require separate Bankruptcy Court approval.

(c) This Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer and its estate in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally.

(d) The Buyer has sufficient availability under its DIP financing facility and/or sufficient operating cash flow to satisfy its Post-Petition Obligations as they become due under this Agreement. As of the Effective Date, no event of default or material adverse event has occurred under the DIP financing facility that would materially impair the Buyer's ability to perform its obligations hereunder.

(e) No order has been entered by the Bankruptcy Court converting the Bankruptcy Case to a case under Chapter 7 of the Bankruptcy Code, appointing a Chapter 11 trustee, or dismissing the Bankruptcy Case.

(f) The Buyer has disclosed to Meridian all material facts known to the Buyer that could reasonably be expected to affect Meridian's willingness to continue supplying Goods to the Buyer on a post-petition basis.

8.2 Representations and Warranties by the Supplier. The Supplier hereby represents and warrants to the Buyer as of the Effective Date as follows:

(a) Meridian is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Meridian has the full power, authority, and legal right to enter into this Agreement and to sell and deliver the Goods in accordance with its terms. The execution, delivery, and performance of this Agreement by Meridian has been duly authorized by all necessary action on the part of Meridian and its members.

(c) This Agreement constitutes the legal, valid, and binding obligation of Meridian, enforceable against Meridian in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to general principles of equity.

9. DEFAULT AND REMEDIES

9.1 Events of Default. The occurrence of any of the following events shall constitute an "Event of Default" under this Agreement:

(a) Payment Default. The Buyer fails to pay any Post-Petition Invoice in full within five (5) business days after its Due Date (that is, a Post-Petition Invoice remains unpaid for more than five (5) business days past the Net 30 Due Date established under Section 4.1).

(b) Other Material Breach. The Buyer breaches any other material term, condition, representation, or warranty of this Agreement and fails to cure such breach within ten (10) business days after receiving written notice thereof from Meridian specifying the nature of the breach.

(c) Conversion. The Bankruptcy Case is converted to a case under Chapter 7 of the Bankruptcy Code, whether by order of the Bankruptcy Court, by motion of the Buyer, or otherwise.

(d) Appointment of Trustee. A Chapter 11 trustee or an examiner with expanded powers is appointed in the Bankruptcy Case.

(e) Loss of Liquidity. The DIP financing facility is terminated, matured, or accelerated, or the Buyer otherwise loses access to sufficient operating liquidity such that, in Meridian's reasonable judgment, the Buyer's ability to satisfy its Post-Petition Obligations is materially impaired.

(f) Dismissal. An order is entered dismissing the Bankruptcy Case.

9.2 Remedies Upon Default. Upon the occurrence of an Event of Default, Meridian may, in its sole discretion and without further order of the Bankruptcy Court, exercise any one or more of the following remedies:

(a) Immediately impose COD terms on all pending and future shipments of Goods to the Buyer.

(b) Suspend all shipments of Goods to the Buyer, including shipments of Goods that have been ordered, confirmed, or are in the process of being manufactured, packaged, or staged for shipment.

(d) Exercise any and all rights available under the Bankruptcy Code or applicable non-bankruptcy law, including without limitation seeking immediate payment of all outstanding Post-Petition Obligations as allowed Administrative Expenses of the estate, filing motions for the allowance and payment of administrative expenses, and seeking relief from the automatic stay to the extent applicable.

(e) Exercise any available rights of reclamation under 11 U.S.C. § 546(c) or applicable state law (including UCC § 2-702) or stoppage in transit under UCC § 2-705 with respect to Goods in transit that have not yet been received by the Buyer, to the fullest extent permitted by law.

9.3 No Requirement for Court Approval to Suspend or Terminate. Meridian shall have the right to suspend shipments of Goods or terminate this Agreement upon an Event of Default without the necessity of obtaining a prior order from the Bankruptcy Court or providing any period of notice beyond that specified in this Section 9; provided, that Meridian shall provide contemporaneous written notice of any such suspension or termination to the following parties:

(i) the Buyer (Attention: Vikram Patel, CFO, and Philip Kellner, CRO);

(ii) Brindoval Baines & Lord LLP, counsel to the Debtor (Attention: Harrison Caldwell);

(iii) Borwick Sato LLP, Delaware co-counsel to the Debtor (Attention: Michael Donnelly); and

(iv) Garvey & Holbrook LLP, counsel to the Official Committee of Unsecured Creditors (Attention: Diana Prescott).

Such notice shall specify the Event of Default giving rise to the suspension or termination and the effective date thereof. The Buyer acknowledges that Meridian's right to suspend shipments and terminate this Agreement upon an Event of Default is essential to the protection of Meridian's interests and that any delay in exercising such right could result in irreparable harm to Meridian.

9.4 Cumulative Remedies. All remedies available to Meridian under this Agreement are cumulative and not exclusive of any other remedy available at law, in equity, or under the Bankruptcy Code. The exercise of one remedy shall not preclude the exercise of any other remedy, and no single or partial exercise of any right or remedy shall preclude any further exercise of such right or remedy or the exercise of any other right or remedy. No delay or failure by Meridian in exercising any right or remedy shall operate as a waiver thereof.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall become effective on the Effective Date and shall remain in effect until the earliest to occur of the following:

(a) the effective date of a confirmed plan of reorganization in the Bankruptcy Case;

(b) the consummation (i.e., the closing) of a sale of substantially all of the Buyer's assets pursuant to 11 U.S.C. § 363;

(d) dismissal of the Bankruptcy Case;

(e) termination by either party upon thirty (30) days' prior written notice to the other party, delivered in accordance with Section 12.3; or

(f) termination by Meridian upon an Event of Default, as set forth in Section 9 hereof.

10.2 Survival. Notwithstanding the termination or expiration of this Agreement for any reason, the following provisions shall survive such termination or expiration and shall remain in full force and effect: Section 4 (Payment Terms), with respect to all outstanding Post-Petition Invoices and accrued interest; Section 5 (Administrative Expense Priority); Section 7 (Preservation of Pre-Petition Claims and Rights); Section 9 (Default and Remedies), with respect to accrued obligations and rights; Section 11 (Indemnification); and Section 12 (Miscellaneous Provisions). The survival of such provisions is a material inducement for Meridian to enter into this Agreement.

10.3 Obligations on Termination. Upon termination of this Agreement for any reason:

(a) The Buyer shall pay all outstanding Post-Petition Invoices (together with any accrued and unpaid interest thereon) within ten (10) business days following the effective date of such termination. Failure to make such payment within the ten (10) business day period shall constitute a Payment Default and shall entitle Meridian to exercise all rights and remedies set forth in Section 9.

(b) Meridian shall have no obligation to accept any Purchase Orders submitted by the Buyer after the effective date of termination, and any Purchase Orders pending at the time of termination may be cancelled by Meridian in its sole discretion without liability.

(c) Each party shall promptly return to the other party any confidential or proprietary information received from such party in connection with this Agreement, to the extent permitted by applicable law and orders of the Bankruptcy Court.

11. INDEMNIFICATION

The Buyer shall indemnify, defend, and hold harmless Meridian and its affiliates (including without limitation Briarstone Capital Partners Fund IV, LP, the indirect majority equity holder of Meridian), and each of their respective officers, directors, managers, members, partners, employees, agents, and representatives (collectively, the "Indemnified Parties"), from and against any and all losses, claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and disbursements) arising out of or related to: (a) the Buyer's breach of any term, condition, representation, or warranty of this Agreement; (b) any misrepresentation made by the Buyer herein; (c) the Buyer's use, resale, or distribution of the Goods after delivery; or (d) any claim by a third party arising out of the Buyer's performance or non-performance of its obligations under this Agreement. The Buyer's indemnification obligations under this Section 11 shall constitute allowed Administrative Expenses of the estate under 11 U.S.C. § 503(b)(1)(A), entitled to priority of payment under 11 U.S.C. § 507(a)(2), and shall survive termination or expiration of this Agreement in accordance with Section 10.2.

12. MISCELLANEOUS PROVISIONS

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the Bankruptcy Code and, to the extent not preempted thereby, the laws of the State of Delaware, without regard to any conflict-of-laws principles that would require the application of the laws of any other jurisdiction.

12.2 Jurisdiction. The Bankruptcy Court shall have exclusive jurisdiction over any and all disputes, controversies, actions, or proceedings arising under, out of, or in connection with this Agreement, including without limitation the interpretation, enforcement, performance, or breach hereof. Each party irrevocably consents to the jurisdiction of the Bankruptcy Court for such purposes and waives any objection to venue or jurisdiction. In the event the Bankruptcy Case is closed, dismissed, or converted, jurisdiction over disputes arising under this Agreement shall vest in the state or federal courts located in the State of Delaware, and each party irrevocably consents to the jurisdiction of such courts and waives any objection to venue therein.

12.3 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, by nationally recognized overnight courier (such as Severin Partners LLC or Halcyon Partners LLC), or by email (with confirmation of receipt), to the following addresses (or such other addresses as a party may designate by written notice to the other party):

If to Meridian:

Meridian Consumer Brands LLC 575 Lexington Avenue, 22nd Floor New York, New York 10022

Attention: Priya Anand, General Counsel

Email: panand@meridiancb.com

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166

Attention: Colette Whitman

Email: cwhitman@calderwoodharkness.com

If to the Buyer:

Cascadia Home & Lifestyle Inc. 1200 NW Everett Street, Suite 800 Portland, Oregon 97209

Attention: Vikram Patel, Chief Financial Officer

Philip Kellner, Chief Restructuring Officer

Email: vpatel@cascadiahl.com; pkellner@cascadiahl.com

with a copy (which shall not constitute notice) to:

Brindoval Baines & Lord LLP 51 West 52nd Street New York, New York 10019

Attention: Harrison Caldwell

Email: hcaldwell@crestviewbaines.com

Notices delivered by hand or overnight courier shall be deemed given upon receipt. Notices delivered by email shall be deemed given upon confirmation of receipt by the recipient (which may include a read receipt, a reply email, or other written acknowledgment).

12.4 Entire Agreement. This Agreement (including all exhibits and schedules hereto, if any) constitutes the entire agreement between the parties with respect to the subject matter hereof — namely, the post-petition trade terms governing the sale and shipment of Goods from Meridian to Cascadia during the pendency of the Bankruptcy Case — and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements (whether oral or written) between the parties with respect to such subject matter; provided, that nothing in this Agreement shall modify, amend, or supersede any pre-petition agreement between the parties (including without limitation any master supply agreement, purchase orders, or other contracts) except as expressly stated herein. For the avoidance of doubt, the modification of payment terms from the pre-petition Net 60 (with 2% early payment discount at Net 15) to the post-petition Net 30 terms set forth in Section 4.1 shall apply solely to post-petition transactions and shall not retroactively alter the terms of any pre-petition invoice or obligation.

12.5 Amendments. This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by both parties. No oral modification shall be effective. Any amendment or modification that is material in nature — including without limitation any change to the payment terms, administrative expense provisions, or termination provisions — may require the approval of the Bankruptcy Court, and the parties shall cooperate in seeking such approval if either party reasonably determines that such approval is necessary or advisable.

12.6 Assignment. Neither party may assign, delegate, or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, that in connection with a sale of substantially all of the Buyer's assets pursuant to 11 U.S.C. § 363, any successor or assignee of the Buyer shall be required, as a condition to such assignment, to assume all Post-Petition Obligations in full, and such assumption shall be reflected in any sale order entered by the Bankruptcy Court. For the avoidance of doubt, any assignment of this Agreement by the Buyer without Meridian's consent shall be void and of no effect.

12.7 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No waiver of any provision of this Agreement shall be deemed a waiver of any other provision or of the same provision on any future occasion. Any waiver must be in writing and signed by the waiving party to be effective.

12.8 Severability. If any provision of this Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and the remaining provisions shall continue in full force and effect. In such event, the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the extent possible, achieves the original intent of the parties.

12.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means (including Brightwater Software or similar electronic signature platforms) shall be deemed original signatures for all purposes and shall be binding upon the parties.

12.10 No Third-Party Beneficiaries. This Agreement is entered into for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any third party (including without limitation any creditor of either party, any member of the Official Committee of Unsecured Creditors, or any other party-in-interest in the Bankruptcy Case) any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement; provided, that Meridian's rights hereunder may be enforced by Calderwood & Harkness LLP on Meridian's behalf in any court of competent jurisdiction, and the Indemnified Parties identified in Section 11 shall be deemed third-party beneficiaries of the indemnification obligations set forth therein.

12.11 Bankruptcy Court Approval. To the extent that either party determines, in its reasonable judgment, that the approval of the Bankruptcy Court is required for the effectiveness or enforceability of this Agreement or any provision hereof, the parties shall cooperate in good faith in seeking such approval on an expedited basis, including by filing appropriate motions and supporting declarations with the Bankruptcy Court. Pending such approval, the parties may proceed to perform their respective obligations under this Agreement on a provisional basis, subject to ratification by the Bankruptcy Court.

If the foregoing terms are acceptable, please indicate your agreement by executing this Agreement in the space provided below and returning a fully executed copy to the undersigned. This Agreement shall become effective upon execution by both parties.

We appreciate the opportunity to work with you and your professionals to establish a framework for the continuation of the trade relationship between Meridian and Cascadia during the pendency of the Bankruptcy Case. We remain available to discuss any questions or concerns.

Very truly yours,

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO POST-PETITION TRADE TERMS LETTER AGREEMENT

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Priya Anand

Title: General Counsel

Date: ________

Address: 575 Lexington Avenue, 22nd Floor

New York, New York 10022 EIN: 83-2947156

CASCADIA HOME & LIFESTYLE INC., AS DEBTOR-IN-POSSESSION

CASCADIA HOME & LIFESTYLE INC., as Debtor and Debtor-in-Possession

By: ________

Name: Vikram Patel

Title: Chief Financial Officer

Date: ________

By: ________

Name: Philip Kellner

Title: Chief Restructuring Officer

Date: ________

Address: 1200 NW Everett Street, Suite 800

Portland, Oregon 97209 EIN: 47-6138290

ACKNOWLEDGED AND APPROVED AS TO FORM

COUNSEL FOR MERIDIAN CONSUMER BRANDS LLC