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ESCROW AGREEMENT

Dated as of May 15, 2023

CONFIDENTIAL

THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 15, 2023 (the "Effective Date"), by and among:

(1) MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company ("MCB" or the "Beneficiary"), with its principal place of business at 450 Park Avenue South, 14th Floor, New York, New York 10016 (Employer Identification Number: 83-4027165);

(2) BRINDOVAL HOME GOODS INC., a Minnesota corporation ("Brindoval" or the "Depositor"), with its principal place of business at 7200 France Avenue South, Suite 300, Edina, Minnesota 55435 (Employer Identification Number: 41-2091487); and

(3) DRALVECEN NATIONAL BANK, a national banking association ("Escrow Agent"), with offices at 60 East 42nd Street, New York, New York 10165.

MCB, Brindoval, and the Escrow Agent are each referred to herein individually as a "Party" and collectively as the "Parties." Patricia Dolan, Escrow Officer, Dralvecen National Bank, shall serve as the designated Escrow Officer in connection with this Agreement.

This Escrow Agreement is entered into in connection with that certain Trademark Coexistence Agreement dated May 15, 2023, by and between MCB and Brindoval (as defined below, the "Coexistence Agreement"), and the pending litigation captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, in the United States District Court for the Southern District of New York (Hon. Patricia M. Albright) (the "Action").

RECITALS

WHEREAS, MCB and Brindoval are parties to that certain Trademark Coexistence Agreement dated May 15, 2023 (the "Coexistence Agreement"), executed simultaneously with this Agreement, pursuant to which MCB and Brindoval have resolved all claims, counterclaims, and disputes between them in the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the Southern District of New York before the Honorable Patricia M. Albright (the "Action"), and in the related proceeding before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, Opposition No. 91/278,415 (the "TTAB Proceeding");

WHEREAS, pursuant to the terms and conditions of the Coexistence Agreement, Brindoval has agreed to pay MCB a one-time settlement payment in the aggregate amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (together with any interest and earnings thereon, the "Escrow Funds"), as full and final consideration for the mutual covenants, releases, and trademark coexistence arrangements set forth in the Coexistence Agreement;

WHEREAS, in order to facilitate the settlement and to ensure the orderly and conditional disbursement of the settlement payment, MCB and Brindoval have agreed that the Escrow Funds shall be deposited with Dralvecen National Bank, acting as Escrow Agent, and shall be held in escrow and released to MCB only upon satisfaction of the Release Condition (as defined herein);

WHEREAS, Dralvecen National Bank is willing to act as Escrow Agent and to hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms and conditions governing the establishment, maintenance, and disbursement of the escrow arrangement contemplated hereby.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Coexistence Agreement.

1.1 "Action" means the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the Southern District of New York before the Honorable Patricia M. Albright, together with all claims, counterclaims, cross-claims, and third-party claims asserted therein.

1.2 "Agreement" means this Escrow Agreement, including all exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

1.3 "Coexistence Agreement" means the Trademark Coexistence Agreement dated May 15, 2023, by and between MCB and Brindoval, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.

1.4 "Deposit Deadline" means the date that is ten (10) business days following the date of execution of this Agreement by all Parties, which the Parties acknowledge shall be no later than May 30, 2023. For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or day on which national banking institutions in New York, New York are authorized or required by law to close.

1.5 "Escrow Account" means the interest-bearing escrow account established and maintained by the Escrow Agent at Dralvecen National Bank, 60 East 42nd Street, New York, New York 10165, for the sole purpose of holding, investing, and disbursing the Escrow Funds in accordance with the terms of this Agreement.

1.6 "Escrow Funds" means (a) the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be deposited by Brindoval into the Escrow Account pursuant to Article 3 hereof, together with (b) any and all interest, earnings, dividends, and other income accrued or earned thereon while held in the Escrow Account.

1.7 "Escrow Officer" means Patricia Dolan, Escrow Officer, Dralvecen National Bank, or such successor escrow officer as may be designated by the Escrow Agent in accordance with Section 2.2 hereof.

1.8 "Order of Dismissal" means the Order of Dismissal with Prejudice entered by the United States District Court for the Southern District of New York in the Action, dismissing all claims and counterclaims asserted therein with prejudice and without costs to either party, pursuant to the Joint Stipulation of Dismissal filed by MCB and Brindoval in the Action in accordance with the Coexistence Agreement and Federal Rule of Civil Procedure 41(a)(1)(A)(ii).

1.9 "Release Condition" means the satisfaction of the following condition: the Escrow Agent's receipt of written confirmation, delivered (a) jointly by counsel for MCB (Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, New York 10020) and counsel for Brindoval (Halverson McKay & Pruitt LLP, 225 South Sixth Street, Suite 4200, Minneapolis, Minnesota 55402), or (b) solely by counsel for MCB (Calderwood & Harkness LLP) accompanied by a file-stamped copy of the entered Order of Dismissal, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action (Case No. 1:22-cv-09483, S.D.N.Y.).

1.10 "TTAB Proceeding" means Opposition No. 91/278,415 before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, in which MCB opposed the registration of certain trademarks applied for by Brindoval, as more fully described in the Coexistence Agreement.

ARTICLE 2 — APPOINTMENT OF ESCROW AGENT

2.1 Appointment. MCB and Brindoval hereby jointly appoint Dralvecen National Bank to serve as Escrow Agent under this Agreement, and Dralvecen National Bank hereby accepts such appointment and agrees to act as Escrow Agent, in each case upon and subject to the terms and conditions set forth herein. The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in accordance with the provisions of this Agreement and shall have no duties or obligations other than those expressly set forth herein.

2.2 Escrow Officer. Patricia Dolan shall serve as the designated Escrow Officer responsible for the day-to-day administration of the Escrow Account and for receiving and processing notices, instructions, and communications on behalf of the Escrow Agent in connection with this Agreement. The Escrow Agent may, in its sole discretion, designate a successor escrow officer to replace Ms. Dolan at any time, provided that the Escrow Agent delivers written notice of such designation to both MCB and Brindoval not fewer than five (5) business days prior to the effective date of such change. Such notice shall identify the successor escrow officer by name, title, and contact information. The designation of a successor escrow officer shall not require the consent of MCB or Brindoval and shall not constitute an amendment to this Agreement.

ARTICLE 3 — DEPOSIT OF ESCROW FUNDS

3.1 Deposit. Brindoval shall deposit, or cause to be deposited, the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) into the Escrow Account by wire transfer of immediately available funds in United States dollars no later than the Deposit Deadline (i.e., ten (10) business days after the Effective Date of this Agreement, which the Parties acknowledge shall be no later than May 30, 2023). The deposit shall be made in a single payment of the full amount; no partial deposits shall be accepted unless otherwise agreed in writing by all three Parties. Brindoval shall be solely responsible for all wire transfer fees and charges imposed by Brindoval's originating bank in connection with the deposit.

3.2 Wire Instructions. The Escrow Agent shall provide written wire transfer instructions to Brindoval (with a copy to MCB) promptly upon execution of this Agreement, and in no event later than one (1) business day following the Effective Date. Such wire transfer instructions shall specify the receiving bank (Dralvecen National Bank, 60 East 42nd Street, New York, New York 10165), the ABA routing number, the account number for the Escrow Account, the account name, and any required reference information. The wire transfer instructions are set forth in Exhibit B attached hereto and incorporated herein by reference, subject to such modifications as the Escrow Agent may communicate to Brindoval in writing prior to the Deposit Deadline.

3.3 Confirmation of Receipt. The Escrow Agent shall notify both MCB and Brindoval in writing (which notification may be made by electronic mail to the addresses set forth in Article 11) within one (1) business day of the Escrow Agent's receipt and confirmation of the deposit of the Escrow Funds into the Escrow Account. Such notification shall confirm the amount received, the date of receipt, and the Escrow Account number. Upon receipt of such confirmation, the Escrow Funds shall be deemed to be held in escrow pursuant to the terms of this Agreement.

3.4 Failure to Deposit. In the event that Brindoval fails to deposit the full amount of the Escrow Funds into the Escrow Account by the Deposit Deadline, MCB shall have the right, at its sole option and in addition to any other rights or remedies available to it, to declare a material breach of the Coexistence Agreement and to pursue all remedies available thereunder and at law or in equity, including but not limited to seeking specific performance, monetary damages, and the reinstatement of all claims and counterclaims in the Action. The Escrow Agent shall have no liability or obligation to MCB or Brindoval in respect of Brindoval's failure to make the deposit, and the Escrow Agent's sole obligation shall be to hold any funds actually received in the Escrow Account in accordance with the terms hereof.

ARTICLE 4 — INVESTMENT AND CUSTODY OF ESCROW FUNDS

4.1 Investment. The Escrow Agent shall hold the Escrow Funds in an interest-bearing deposit account or money market deposit account at Dralvecen National Bank. The Escrow Agent shall not be required to invest or reinvest the Escrow Funds in any other instrument, fund, or security absent joint written instructions from both MCB and Brindoval directing such alternative investment. The Parties acknowledge that any interest-bearing account or money market deposit account in which the Escrow Funds are held shall be subject to the terms, conditions, and interest rates applicable to such accounts as established by Dralvecen National Bank from time to time, and that the Escrow Agent makes no representation or warranty regarding the rate of return or the safety of any investment of the Escrow Funds. The Parties further acknowledge that deposits held in the Escrow Account may be insured by the Federal Deposit Insurance Corporation ("FDIC") only to the extent of applicable FDIC insurance limits, and that the Escrow Agent shall have no liability for any loss of Escrow Funds in excess of applicable FDIC insurance coverage.

4.2 Interest and Earnings. All interest, earnings, dividends, and other income accrued or earned on the Escrow Funds while held in the Escrow Account shall constitute part of the Escrow Funds and shall be retained in the Escrow Account. Upon release or disbursement of the Escrow Funds pursuant to Article 5 or Article 6, all accrued interest and earnings shall be disbursed together with the principal amount of the Escrow Funds to the party or parties entitled to receive such disbursement under the applicable provision.

For federal, state, and local tax purposes, all interest and earnings on the Escrow Funds shall be reported as income to MCB (as the intended recipient of the Escrow Funds upon satisfaction of the Release Condition), and the Escrow Agent shall issue an IRS Form 1099-INT (or such other applicable tax reporting form) to MCB with respect to such interest and earnings for each calendar year during which the Escrow Funds are held in the Escrow Account. Notwithstanding the foregoing, in the event that the Escrow Funds (including accrued interest) are returned to Brindoval pursuant to Section 6.2 hereof, all interest and earnings on the Escrow Funds shall be reported as income to Brindoval for tax purposes, and the Escrow Agent shall issue appropriate corrected tax reporting forms as necessary.

4.3 Tax Identification. The Employer Identification Number of MCB is 83-4027165. The Employer Identification Number of Brindoval is 41-2091487. Each of MCB and Brindoval shall deliver to the Escrow Agent a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) upon execution of this Agreement, and shall promptly provide any updated or replacement Form W-9 if its taxpayer identification information changes during the term of this Agreement. The Escrow Agent shall be entitled to withhold taxes on any interest or earnings at the applicable backup withholding rate in the event that MCB or Brindoval fails to provide a valid Form W-9. Neither MCB nor Brindoval shall hold the Escrow Agent liable for any tax consequences arising from the investment or holding of the Escrow Funds.

ARTICLE 5 — RELEASE OF ESCROW FUNDS

5.1 Release to MCB. Upon the Escrow Agent's receipt of written confirmation that the Release Condition has been satisfied — that is, upon the Escrow Agent's receipt of written certification, in the form and manner described in Section 5.2 below, that the United States District Court for the Southern District of New York has entered the Order of Dismissal with Prejudice in the Action (Case No. 1:22-cv-09483) — the Escrow Agent shall release and disburse the entire Escrow Funds, including the full principal amount and all accrued interest and earnings, to MCB by wire transfer of immediately available funds to the account designated by MCB in writing pursuant to Section 5.3 below. Such disbursement shall be made promptly following the Escrow Agent's confirmation that the Release Condition has been satisfied, and in no event later than two (2) business days after the date on which the Escrow Agent receives the written confirmation described in Section 5.2.

5.2 Form of Release Instruction. The Release Condition may be evidenced by delivery to the Escrow Agent (to the attention of the Escrow Officer at the address set forth in Article 11) of either of the following:

(a) A joint written instruction, substantially in the form attached hereto as Exhibit C, signed by authorized representatives of both (i) Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, New York 10020, as counsel for MCB, and (ii) Halverson McKay & Pruitt LLP, 225 South Sixth Street, Suite 4200, Minneapolis, Minnesota 55402, as counsel for Brindoval, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action and directing the Escrow Agent to release the Escrow Funds to MCB; or

(b) A written instruction from Calderwood & Harkness LLP, as counsel for MCB, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action and directing the Escrow Agent to release the Escrow Funds to MCB, accompanied by a file-stamped copy of the entered Order of Dismissal reflecting the Court's docket stamp or electronic filing confirmation from the Court's CM/ECF system.

The Escrow Agent shall be entitled to conclusively rely upon any such instruction or certification delivered in accordance with this Section 5.2, without independent verification, and shall have no liability for acting in reliance thereon.

5.3 MCB Wire Instructions. MCB shall provide its wire transfer instructions (including bank name, ABA routing number, account number, account name, and any applicable reference or memo line) to the Escrow Agent in writing no later than five (5) business days before the anticipated date of release of the Escrow Funds. Such wire transfer instructions may be provided by a duly authorized officer of MCB or by MCB's counsel, Calderwood & Harkness LLP. The Escrow Agent shall confirm receipt of such instructions and may request telephone or email verification from a duly authorized officer of MCB or MCB's counsel before processing the wire transfer. The wire transfer instructions to be provided by MCB are set forth in Exhibit A attached hereto and incorporated herein by reference, subject to such updates as MCB may provide in writing to the Escrow Agent prior to the release date.

5.4 No Partial Release. The Escrow Funds shall be released only in their entirety; no partial release or disbursement of the Escrow Funds shall be made under any circumstances, absent joint written instructions from both MCB and Brindoval expressly directing such partial release. The Escrow Agent shall have no obligation to make any partial release or disbursement in the absence of such joint written instructions.

ARTICLE 6 — RETURN OF ESCROW FUNDS; DISPUTES

6.1 Disputes Regarding Release. In the event that the Escrow Agent receives conflicting, inconsistent, or ambiguous instructions from MCB and Brindoval regarding the release or disposition of the Escrow Funds, or in the event that the Escrow Agent has reasonable doubt or uncertainty as to its duties or obligations under this Agreement with respect to the Escrow Funds, the Escrow Agent shall be entitled, in its sole discretion, to take either or both of the following actions:

(a) Refrain from taking any action with respect to the Escrow Funds (other than continuing to hold the Escrow Funds in the Escrow Account) until the dispute or uncertainty is resolved by the mutual written agreement of both MCB and Brindoval, delivered to the Escrow Agent in a form reasonably satisfactory to the Escrow Agent, or by a final order of a court of competent jurisdiction; or

(b) Deposit or tender the Escrow Funds (including all accrued interest and earnings) with a court of competent jurisdiction by way of interpleader or otherwise, and thereupon be relieved and discharged of all further obligations and liabilities under this Agreement with respect to the Escrow Funds so deposited.

The Escrow Agent shall not be liable to any Party for any delay in the release or disbursement of the Escrow Funds resulting from the Escrow Agent's exercise of its rights under this Section 6.1, and neither MCB nor Brindoval shall have any claim against the Escrow Agent for interest, damages, or losses arising from such delay.

6.2 Return to Brindoval. The Escrow Funds (including all accrued interest and earnings) shall be returned to Brindoval only upon the occurrence of one of the following:

(a) The Escrow Agent's receipt of joint written instructions from both MCB and Brindoval expressly directing the Escrow Agent to return the Escrow Funds to Brindoval by wire transfer of immediately available funds to an account designated by Brindoval in such written instructions; or

(b) The Escrow Agent's receipt of a certified copy of a final, non-appealable order of a court of competent jurisdiction directing the return of the Escrow Funds to Brindoval.

In the event the Escrow Funds are returned to Brindoval pursuant to this Section 6.2, the Escrow Agent shall disburse such funds to Brindoval promptly, and in no event later than two (2) business days, after receipt of the applicable instructions or order. For the avoidance of doubt, the Escrow Agent shall have no obligation to return the Escrow Funds to Brindoval absent satisfaction of one of the conditions set forth in clauses (a) or (b) above.

6.3 Interpleader. In the event the Escrow Agent deposits or tenders the Escrow Funds with a court of competent jurisdiction by way of interpleader pursuant to Section 6.1(b) above, the Escrow Agent shall be entitled to recover its reasonable attorneys' fees and costs (including court costs, filing fees, and the fees and disbursements of counsel retained by the Escrow Agent in connection with the interpleader action) from the Escrow Funds prior to such deposit, or, at the Escrow Agent's election, directly from MCB and Brindoval in equal shares. The Parties acknowledge and agree that the Escrow Agent's right to recover such fees and costs shall be in addition to, and not in limitation of, the indemnification obligations of MCB and Brindoval under Article 9 hereof.

ARTICLE 7 — ESCROW AGENT'S RIGHTS, DUTIES, AND LIMITATIONS

7.1 Standard of Care. The Escrow Agent shall act in good faith and shall exercise reasonable care in performing its duties and obligations under this Agreement. The Escrow Agent's duties are limited to those expressly set forth in this Agreement, and the Escrow Agent shall have no implied duties or obligations whatsoever. The Escrow Agent shall not be deemed to be a fiduciary of MCB, Brindoval, or any other person or entity by reason of this Agreement, except to the extent that fiduciary duties are imposed by applicable law and cannot be waived by agreement.

7.2 Reliance on Documents. The Escrow Agent may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument furnished to it under this Agreement that the Escrow Agent believes in good faith to be genuine and to have been signed, sent, or presented by the proper party or parties. The Escrow Agent shall have no duty or obligation to investigate, verify, or independently confirm the accuracy, completeness, validity, or authenticity of any such document or instrument, or the authority or identity of any person signing or delivering the same. The Escrow Agent may rely upon the advice of legal counsel (including in-house counsel of Dralvecen National Bank) in connection with any question or matter arising under this Agreement.

7.3 No Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in connection with its duties under this Agreement, except for losses directly resulting from the Escrow Agent's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for:

(a) any loss of principal or interest resulting from the investment or deposit of the Escrow Funds in accordance with the terms of this Agreement, including any loss attributable to fluctuations in interest rates, the insolvency of any financial institution (except Dralvecen National Bank to the extent of its own obligations), or changes in applicable law or regulation;

(b) any delay or failure in the performance of its obligations hereunder resulting from any cause beyond the Escrow Agent's reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, pandemic, government action, failure of telecommunications or power systems, or disruption of banking services;

(c) any action taken or omitted in reliance upon any written notice, instruction, certificate, or document furnished to the Escrow Agent in accordance with this Agreement; or

(d) the acts or omissions of MCB, Brindoval, their respective counsel, or any other third party.

In no event shall the Escrow Agent be liable for any consequential, indirect, special, incidental, or punitive damages of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages.

7.4 No Obligation to Litigate. The Escrow Agent shall not be required or obligated to institute, defend, or participate in any legal proceeding, action, or claim in connection with this Agreement or the Escrow Funds unless the Escrow Agent has been indemnified to its reasonable satisfaction (including by the provision of an adequate indemnity bond or cash deposit) against all costs, expenses, and liabilities (including reasonable attorneys' fees) that the Escrow Agent may incur in connection with such proceeding. Nothing in this Section 7.4 shall limit the Escrow Agent's right to commence an interpleader action pursuant to Section 6.1(b) hereof.

7.5 Resignation. The Escrow Agent may resign and be discharged of its duties and obligations under this Agreement at any time upon not less than thirty (30) calendar days' prior written notice to both MCB and Brindoval, which notice shall specify the effective date of such resignation. Upon receipt of such notice, MCB and Brindoval shall jointly designate a successor escrow agent and shall notify the Escrow Agent in writing of such designation within thirty (30) calendar days following receipt of the Escrow Agent's resignation notice. Upon the effective date of its resignation, the Escrow Agent shall deliver the Escrow Funds (including all accrued interest and earnings) to the designated successor escrow agent, and the Escrow Agent shall thereupon be relieved and discharged of all further duties and obligations under this Agreement (except for those obligations which by their terms survive termination). If MCB and Brindoval fail to jointly designate a successor escrow agent within thirty (30) calendar days following receipt of the resignation notice, the Escrow Agent may, at its option, deposit the Escrow Funds with a court of competent jurisdiction and thereupon be relieved and discharged of all further obligations hereunder.

ARTICLE 8 — ESCROW FEES AND EXPENSES

8.1 Escrow Fee. The Escrow Agent's fee for its services under this Agreement shall be as set forth in the Escrow Agent's standard fee schedule, a copy of which has been provided to MCB and Brindoval prior to the execution of this Agreement. Such fee shall be borne equally by MCB and Brindoval, each paying fifty percent (50%) of the total escrow fee. The Parties acknowledge that the Escrow Agent's fee schedule may provide for an initial acceptance fee, an annual administration fee, and transaction-based fees, each of which shall be allocated equally between MCB and Brindoval as set forth in this Section 8.1.

8.2 Expenses. Each Party shall bear its own legal, professional, and other expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement. Any extraordinary or out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties hereunder (including, without limitation, the reasonable fees, costs, and disbursements of outside counsel retained by the Escrow Agent in connection with any dispute, interpleader action, or other matter arising under this Agreement) shall be borne equally by MCB and Brindoval, each paying fifty percent (50%) of such expenses, except as otherwise provided in Section 6.3 hereof.

8.3 Payment. Escrow fees and expenses payable to the Escrow Agent under this Article 8 shall be paid directly by MCB and Brindoval (in equal shares) upon invoice by the Escrow Agent, and shall not be deducted from the Escrow Funds, unless MCB and Brindoval jointly instruct the Escrow Agent in writing to deduct such fees and expenses from the Escrow Funds prior to disbursement. The Escrow Agent shall provide reasonable documentation supporting any fees and expenses for which payment or reimbursement is sought.

ARTICLE 9 — INDEMNIFICATION

9.1 Indemnification of Escrow Agent. MCB and Brindoval, jointly and severally, hereby agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) of any kind or nature whatsoever (collectively, "Losses") arising out of, relating to, or in connection with this Agreement or the Escrow Agent's performance of its duties hereunder, except to the extent that such Losses are finally determined by a court of competent jurisdiction to have been caused directly by the Escrow Agent's own gross negligence or willful misconduct. The indemnification obligations set forth in this Section 9.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

9.2 Contribution. As between MCB and Brindoval (and without affecting the joint and several nature of their indemnification obligations to the Escrow Agent under Section 9.1), each of MCB and Brindoval shall bear fifty percent (50%) of any indemnification obligation arising under this Article 9; provided, however, that if the Losses giving rise to such indemnification obligation are solely caused by the actions, omissions, or breach of one Party, such Party shall bear one hundred percent (100%) of the indemnification obligation and shall reimburse the other Party for any amounts paid by such other Party in satisfaction of such obligation. Any dispute between MCB and Brindoval regarding the allocation of indemnification obligations under this Section 9.2 shall be resolved in accordance with Article 12 hereof and shall not affect the Escrow Agent's right to receive indemnification from both Parties on a joint and several basis.

ARTICLE 10 — TERMINATION

10.1 Termination Upon Release. This Agreement shall automatically terminate, without the requirement of any further action by any Party, upon the complete disbursement of the Escrow Funds (including all accrued interest and earnings) in accordance with Article 5 or Article 6 hereof, and the Escrow Agent's completion and satisfaction of all obligations hereunder, including the delivery of all required tax reporting forms and final account statements to the Parties. Upon such termination, the Escrow Agent shall close the Escrow Account and shall have no further duties or obligations under this Agreement, except for those obligations which by their terms survive termination as set forth in Section 10.3.

10.2 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the disbursement of the Escrow Funds by the joint written agreement of MCB, Brindoval, and the Escrow Agent. Any such termination agreement shall include written instructions directing the disposition of the Escrow Funds (including all accrued interest and earnings), and the Escrow Agent shall disburse the Escrow Funds in accordance with such instructions promptly upon execution of the termination agreement.

10.3 Survival. Notwithstanding any termination of this Agreement, the provisions of Article 7 (Escrow Agent's Rights, Duties, and Limitations), Article 8 (Escrow Fees and Expenses), Article 9 (Indemnification), this Section 10.3, and any other provisions that by their nature or terms are intended to survive termination shall survive the termination of this Agreement and shall continue in full force and effect until all obligations thereunder have been fully satisfied.

ARTICLE 11 — NOTICES

11.1 Addresses for Notices. All notices, requests, demands, instructions, consents, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or transmitted by electronic mail (with confirmation of receipt requested), addressed as follows:

If to MCB:

Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016

Attention: Thomas R. Hennessy, General Counsel

Email: t.hennessy@meridiancb.com

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

Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, New York 10020

Attention: Alan Ngo

Email: a.ngo@calderwoodharkness.com

If to Brindoval:

Brindoval Home Goods Inc. 7200 France Avenue South, Suite 300 Edina, Minnesota 55435

Attention: Karen A. Whitfield, General Counsel

Email: k.whitfield@crestviewhg.com

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

Halverson McKay & Pruitt LLP 225 South Sixth Street, Suite 4200 Minneapolis, Minnesota 55402

Attention: Gregory T. Halverson

Email: g.halverson@hmplaw.com

If to the Escrow Agent:

Dralvecen National Bank 60 East 42nd Street New York, New York 10165

Attention: Patricia Dolan, Escrow Officer

Email: p.dolan@bridgewaternational.com

Any Party may change its address for notice purposes by delivering written notice of such change to the other Parties in accordance with this Section 11.1.

11.2 Effectiveness of Notices. Notices delivered by hand shall be deemed given upon actual receipt by the addressee or a responsible person at the addressee's office. Notices sent by nationally recognized overnight courier shall be deemed given on the first business day after deposit with the courier service. Notices transmitted by electronic mail shall be deemed given upon receipt (as confirmed by the recipient's electronic mail system generating a read receipt or delivery confirmation, or by the recipient's written acknowledgment of receipt). Notwithstanding the foregoing, any notice or communication that is received after 5:00 p.m. (Eastern Time) on a business day, or on a day that is not a business day, shall be deemed to have been received on the next succeeding business day.

ARTICLE 12 — GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby consent to the application of New York law to all matters arising under or relating to this Agreement.

12.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, any claim that it is not subject to the personal jurisdiction of such courts, that the venue of any such action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such courts. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of the summons and complaint in accordance with the notice provisions set forth in Article 11 hereof.

12.3 Entire Agreement. This Agreement, together with the Coexistence Agreement and the exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof — namely, the escrow, custody, investment, and disbursement of the settlement payment to be made by Brindoval to MCB pursuant to the Coexistence Agreement — and supersedes all prior negotiations, representations, warranties, understandings, and agreements, whether written or oral, among the Parties relating to such subject matter. This Agreement is not intended to, and does not, modify, amend, or supersede any provision of the Coexistence Agreement, except to the extent expressly set forth herein or necessary to give effect to the escrow arrangement contemplated hereby.

12.4 Amendments. This Agreement may not be modified, amended, supplemented, restated, or otherwise changed in any respect except by a written instrument duly executed by all three Parties (MCB, Brindoval, and the Escrow Agent). No oral agreement, understanding, or course of dealing shall have the effect of amending or modifying the terms of this Agreement.

12.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterpart signature pages may be delivered by facsimile, by electronic mail in portable document format (.pdf), or by other electronic means (including by electronic signature platforms such as Brightwater Software or Ashford Health IT), and any such counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes as delivery of an original executed counterpart.

12.6 Severability. If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a manner that is valid, legal, and enforceable.

12.7 Waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement or of any breach or default hereunder shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default shall constitute or be construed as a continuing waiver or a waiver of any other or subsequent breach or default.

12.8 Assignment. No Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties hereto, and any purported assignment, delegation, or transfer in violation of this Section 12.8 shall be null and void. Notwithstanding the foregoing, MCB may assign its right to receive the Escrow Funds (upon release in accordance with Article 5) to a successor entity or an affiliate of MCB without the consent of Brindoval or the Escrow Agent, provided that MCB delivers written notice of such assignment to the Escrow Agent and Brindoval not fewer than five (5) business days prior to the anticipated release date, together with updated wire transfer instructions for the assignee.

12.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.

12.10 Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.

12.11 Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto, and except as expressly provided herein, nothing in this Agreement is intended to, or shall be construed to, confer upon any person or entity other than the Parties any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that Calderwood & Harkness LLP (as counsel for MCB) and Halverson McKay & Pruitt LLP (as counsel for Brindoval) are authorized and entitled to deliver release instructions and certifications on behalf of their respective clients as set forth in Section 5.2 hereof, and the Escrow Agent shall be entitled to rely upon such instructions and certifications as provided therein.

IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed as of the date first written above.

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Thomas R. Hennessy

Title: General Counsel

Date: May 15, 2023

BRINDOVAL HOME GOODS INC.

By: ________

Name: Karen A. Whitfield

Title: General Counsel

Date: May 15, 2023

DRALVECEN NATIONAL BANK, as Escrow Agent

By: ________

Name: Patricia Dolan

Title: Escrow Officer

Date: May 15, 2023

EXHIBIT A

WIRE INSTRUCTIONS FOR MCB (BENEFICIARY)

The following wire transfer instructions shall be used by the Escrow Agent for the disbursement of the Escrow Funds to MCB (or its permitted assignee) upon satisfaction of the Release Condition in accordance with Article 5 of the Escrow Agreement:

MCB shall provide the completed wire transfer instructions to the Escrow Agent no later than five (5) business days before the anticipated release date, in accordance with Section 5.3 of the Escrow Agreement. The Escrow Agent may request telephone or email verification of such instructions from a duly authorized officer of MCB or from Calderwood & Harkness LLP prior to processing any wire transfer.

MCB reserves the right to update or modify these wire transfer instructions by delivering revised instructions in writing (signed by a duly authorized officer of MCB or MCB's counsel) to the Escrow Agent, with a copy to Brindoval, at any time prior to the disbursement of the Escrow Funds.

EXHIBIT B

WIRE INSTRUCTIONS FOR ESCROW ACCOUNT (DEPOSIT)

The following wire transfer instructions shall be used by Brindoval for the deposit of the Escrow Funds into the Escrow Account at Dralvecen National Bank, in accordance with Article 3 of the Escrow Agreement:

The Escrow Agent shall provide the specific ABA routing number, account number, and any additional reference information to Brindoval (with a copy to MCB) promptly upon execution of this Agreement, and in no event later than one (1) business day following the Effective Date, in accordance with Section 3.2 of the Escrow Agreement.

Brindoval shall ensure that the wire transfer is initiated in sufficient time for the funds to be received into the Escrow Account by the Deposit Deadline (May 30, 2023). The Escrow Agent shall confirm receipt of the deposit in accordance with Section 3.3 of the Escrow Agreement.

EXHIBIT C

FORM OF RELEASE INSTRUCTION LETTER

[On Letterhead of Calderwood & Harkness LLP] [and, if joint instruction, on Letterhead of Halverson McKay & Pruitt LLP]

[Date]

Patricia Dolan, Escrow Officer Dralvecen National Bank 60 East 42nd Street New York, New York 10165

Re: Escrow Agreement dated May 15, 2023, among Meridian Consumer Brands LLC, Brindoval Home Goods Inc., and Dralvecen National Bank — Release Instruction

Dear Ms. Dolan:

Reference is made to that certain Escrow Agreement dated May 15, 2023 (the "Escrow Agreement"), by and among Meridian Consumer Brands LLC ("MCB"), Brindoval Home Goods Inc. ("Brindoval"), and Dralvecen National Bank, as Escrow Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Escrow Agreement.

We hereby certify, in accordance with Section 5.2 of the Escrow Agreement, that the United States District Court for the Southern District of New York (Hon. Patricia M. Albright) has entered the Order of Dismissal with Prejudice in the Action (Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, S.D.N.Y.), dismissing all claims and counterclaims in the Action with prejudice and without costs to any party. [A file-stamped copy of the Order of Dismissal is attached hereto as Attachment 1.]

The Release Condition set forth in Section 1.9 of the Escrow Agreement has been satisfied. Accordingly, we hereby instruct you to release and disburse the entire Escrow Funds, including the full principal amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) and all accrued interest and earnings thereon, to MCB by wire transfer of immediately available funds to the account designated by MCB in the wire transfer instructions set forth in Exhibit A to the Escrow Agreement [or as updated by MCB in writing to the Escrow Agent], promptly and in no event later than two (2) business days after your receipt of this instruction.

Please confirm receipt of this instruction and the anticipated date of disbursement by return email or telephone to the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Alan Ngo

Title: Partner

[If joint instruction:]

HALVERSON McKAY & PRUITT LLP

By: ________

Name: Gregory T. Halverson

Title: Partner

Attachment 1: File-Stamped Copy of Order of Dismissal with Prejudice, Case No. 1:22-cv-09483 (S.D.N.Y., Hon. Patricia M. Albright) [to be attached]

Field	Information
Beneficiary Bank Name:	To be provided by MCB or Calderwood & Harkness LLP
Beneficiary Bank Address:	To be provided by MCB or Calderwood & Harkness LLP
ABA Routing Number:	To be provided by MCB or Calderwood & Harkness LLP
Account Number:	To be provided by MCB or Calderwood & Harkness LLP
Account Name:	Meridian Consumer Brands LLC (or as designated)
Reference / Memo:	Escrow Agreement dated May 15, 2023 — Settlement Funds
Field	Information
Receiving Bank Name:	Dralvecen National Bank
Receiving Bank Address:	60 East 42nd Street, New York, New York 10165
ABA Routing Number:	To be furnished by Patricia Dolan, Escrow Officer, upon execution of the Escrow Agreement
Account Number:	To be furnished by Patricia Dolan, Escrow Officer, upon execution of the Escrow Agreement
Account Name:	Dralvecen National Bank — Escrow Account FBO Meridian Consumer Brands LLC / Brindoval Home Goods Inc.
Reference / Memo:	Escrow Agreement dated May 15, 2023 — Deposit of Settlement Funds

ESCROW AGREEMENT
Dated as of May 15, 2023
CONFIDENTIAL
THIS ESCROW AGREEMENT (this "Agreement") is made and entered into as of May 15, 2023 (the "Effective Date"), by and among:
(1) MERIDIAN CONSUMER BRANDS LLC, a Delaware limited liability company ("MCB" or the "Beneficiary"), with its principal place of business at 450 Park Avenue South, 14th Floor, New York, New York 10016 (Employer Identification Number: 83-4027165);
(2) BRINDOVAL HOME GOODS INC., a Minnesota corporation ("Brindoval" or the "Depositor"), with its principal place of business at 7200 France Avenue South, Suite 300, Edina, Minnesota 55435 (Employer Identification Number: 41-2091487); and
(3) DRALVECEN NATIONAL BANK, a national banking association ("Escrow Agent"), with offices at 60 East 42nd Street, New York, New York 10165.
MCB, Brindoval, and the Escrow Agent are each referred to herein individually as a "Party" and collectively as the "Parties." Patricia Dolan, Escrow Officer, Dralvecen National Bank, shall serve as the designated Escrow Officer in connection with this Agreement.
This Escrow Agreement is entered into in connection with that certain Trademark Coexistence Agreement dated May 15, 2023, by and between MCB and Brindoval (as defined below, the "Coexistence Agreement"), and the pending litigation captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, in the United States District Court for the Southern District of New York (Hon. Patricia M. Albright) (the "Action").
RECITALS
WHEREAS, MCB and Brindoval are parties to that certain Trademark Coexistence Agreement dated May 15, 2023 (the "Coexistence Agreement"), executed simultaneously with this Agreement, pursuant to which MCB and Brindoval have resolved all claims, counterclaims, and disputes between them in the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the Southern District of New York before the Honorable Patricia M. Albright (the "Action"), and in the related proceeding before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, Opposition No. 91/278,415 (the "TTAB Proceeding");
WHEREAS, pursuant to the terms and conditions of the Coexistence Agreement, Brindoval has agreed to pay MCB a one-time settlement payment in the aggregate amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) (together with any interest and earnings thereon, the "Escrow Funds"), as full and final consideration for the mutual covenants, releases, and trademark coexistence arrangements set forth in the Coexistence Agreement;
WHEREAS, in order to facilitate the settlement and to ensure the orderly and conditional disbursement of the settlement payment, MCB and Brindoval have agreed that the Escrow Funds shall be deposited with Dralvecen National Bank, acting as Escrow Agent, and shall be held in escrow and released to MCB only upon satisfaction of the Release Condition (as defined herein);
WHEREAS, Dralvecen National Bank is willing to act as Escrow Agent and to hold, invest, and disburse the Escrow Funds in accordance with the terms and conditions set forth in this Agreement; and
WHEREAS, the Parties desire to set forth the terms and conditions governing the establishment, maintenance, and disbursement of the escrow arrangement contemplated hereby.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties hereby agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Coexistence Agreement.
1.1 "Action" means the civil action captioned Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, pending in the United States District Court for the Southern District of New York before the Honorable Patricia M. Albright, together with all claims, counterclaims, cross-claims, and third-party claims asserted therein.
1.2 "Agreement" means this Escrow Agreement, including all exhibits attached hereto, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
1.3 "Coexistence Agreement" means the Trademark Coexistence Agreement dated May 15, 2023, by and between MCB and Brindoval, as the same may be amended, modified, or supplemented from time to time in accordance with its terms.
1.4 "Deposit Deadline" means the date that is ten (10) business days following the date of execution of this Agreement by all Parties, which the Parties acknowledge shall be no later than May 30, 2023. For purposes of this Agreement, "business day" means any day other than a Saturday, Sunday, or day on which national banking institutions in New York, New York are authorized or required by law to close.
1.5 "Escrow Account" means the interest-bearing escrow account established and maintained by the Escrow Agent at Dralvecen National Bank, 60 East 42nd Street, New York, New York 10165, for the sole purpose of holding, investing, and disbursing the Escrow Funds in accordance with the terms of this Agreement.
1.6 "Escrow Funds" means (a) the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) to be deposited by Brindoval into the Escrow Account pursuant to Article 3 hereof, together with (b) any and all interest, earnings, dividends, and other income accrued or earned thereon while held in the Escrow Account.
1.7 "Escrow Officer" means Patricia Dolan, Escrow Officer, Dralvecen National Bank, or such successor escrow officer as may be designated by the Escrow Agent in accordance with Section 2.2 hereof.
1.8 "Order of Dismissal" means the Order of Dismissal with Prejudice entered by the United States District Court for the Southern District of New York in the Action, dismissing all claims and counterclaims asserted therein with prejudice and without costs to either party, pursuant to the Joint Stipulation of Dismissal filed by MCB and Brindoval in the Action in accordance with the Coexistence Agreement and Federal Rule of Civil Procedure 41(a)(1)(A)(ii).
1.9 "Release Condition" means the satisfaction of the following condition: the Escrow Agent's receipt of written confirmation, delivered (a) jointly by counsel for MCB (Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, New York 10020) and counsel for Brindoval (Halverson McKay & Pruitt LLP, 225 South Sixth Street, Suite 4200, Minneapolis, Minnesota 55402), or (b) solely by counsel for MCB (Calderwood & Harkness LLP) accompanied by a file-stamped copy of the entered Order of Dismissal, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action (Case No. 1:22-cv-09483, S.D.N.Y.).
1.10 "TTAB Proceeding" means Opposition No. 91/278,415 before the Trademark Trial and Appeal Board of the United States Patent and Trademark Office, in which MCB opposed the registration of certain trademarks applied for by Brindoval, as more fully described in the Coexistence Agreement.
ARTICLE 2 — APPOINTMENT OF ESCROW AGENT
2.1 Appointment. MCB and Brindoval hereby jointly appoint Dralvecen National Bank to serve as Escrow Agent under this Agreement, and Dralvecen National Bank hereby accepts such appointment and agrees to act as Escrow Agent, in each case upon and subject to the terms and conditions set forth herein. The Escrow Agent shall hold, invest, and disburse the Escrow Funds solely in accordance with the provisions of this Agreement and shall have no duties or obligations other than those expressly set forth herein.
2.2 Escrow Officer. Patricia Dolan shall serve as the designated Escrow Officer responsible for the day-to-day administration of the Escrow Account and for receiving and processing notices, instructions, and communications on behalf of the Escrow Agent in connection with this Agreement. The Escrow Agent may, in its sole discretion, designate a successor escrow officer to replace Ms. Dolan at any time, provided that the Escrow Agent delivers written notice of such designation to both MCB and Brindoval not fewer than five (5) business days prior to the effective date of such change. Such notice shall identify the successor escrow officer by name, title, and contact information. The designation of a successor escrow officer shall not require the consent of MCB or Brindoval and shall not constitute an amendment to this Agreement.
ARTICLE 3 — DEPOSIT OF ESCROW FUNDS
3.1 Deposit. Brindoval shall deposit, or cause to be deposited, the sum of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) into the Escrow Account by wire transfer of immediately available funds in United States dollars no later than the Deposit Deadline (i.e., ten (10) business days after the Effective Date of this Agreement, which the Parties acknowledge shall be no later than May 30, 2023). The deposit shall be made in a single payment of the full amount; no partial deposits shall be accepted unless otherwise agreed in writing by all three Parties. Brindoval shall be solely responsible for all wire transfer fees and charges imposed by Brindoval's originating bank in connection with the deposit.
3.2 Wire Instructions. The Escrow Agent shall provide written wire transfer instructions to Brindoval (with a copy to MCB) promptly upon execution of this Agreement, and in no event later than one (1) business day following the Effective Date. Such wire transfer instructions shall specify the receiving bank (Dralvecen National Bank, 60 East 42nd Street, New York, New York 10165), the ABA routing number, the account number for the Escrow Account, the account name, and any required reference information. The wire transfer instructions are set forth in Exhibit B attached hereto and incorporated herein by reference, subject to such modifications as the Escrow Agent may communicate to Brindoval in writing prior to the Deposit Deadline.
3.3 Confirmation of Receipt. The Escrow Agent shall notify both MCB and Brindoval in writing (which notification may be made by electronic mail to the addresses set forth in Article 11) within one (1) business day of the Escrow Agent's receipt and confirmation of the deposit of the Escrow Funds into the Escrow Account. Such notification shall confirm the amount received, the date of receipt, and the Escrow Account number. Upon receipt of such confirmation, the Escrow Funds shall be deemed to be held in escrow pursuant to the terms of this Agreement.
3.4 Failure to Deposit. In the event that Brindoval fails to deposit the full amount of the Escrow Funds into the Escrow Account by the Deposit Deadline, MCB shall have the right, at its sole option and in addition to any other rights or remedies available to it, to declare a material breach of the Coexistence Agreement and to pursue all remedies available thereunder and at law or in equity, including but not limited to seeking specific performance, monetary damages, and the reinstatement of all claims and counterclaims in the Action. The Escrow Agent shall have no liability or obligation to MCB or Brindoval in respect of Brindoval's failure to make the deposit, and the Escrow Agent's sole obligation shall be to hold any funds actually received in the Escrow Account in accordance with the terms hereof.
ARTICLE 4 — INVESTMENT AND CUSTODY OF ESCROW FUNDS
4.1 Investment. The Escrow Agent shall hold the Escrow Funds in an interest-bearing deposit account or money market deposit account at Dralvecen National Bank. The Escrow Agent shall not be required to invest or reinvest the Escrow Funds in any other instrument, fund, or security absent joint written instructions from both MCB and Brindoval directing such alternative investment. The Parties acknowledge that any interest-bearing account or money market deposit account in which the Escrow Funds are held shall be subject to the terms, conditions, and interest rates applicable to such accounts as established by Dralvecen National Bank from time to time, and that the Escrow Agent makes no representation or warranty regarding the rate of return or the safety of any investment of the Escrow Funds. The Parties further acknowledge that deposits held in the Escrow Account may be insured by the Federal Deposit Insurance Corporation ("FDIC") only to the extent of applicable FDIC insurance limits, and that the Escrow Agent shall have no liability for any loss of Escrow Funds in excess of applicable FDIC insurance coverage.
4.2 Interest and Earnings. All interest, earnings, dividends, and other income accrued or earned on the Escrow Funds while held in the Escrow Account shall constitute part of the Escrow Funds and shall be retained in the Escrow Account. Upon release or disbursement of the Escrow Funds pursuant to Article 5 or Article 6, all accrued interest and earnings shall be disbursed together with the principal amount of the Escrow Funds to the party or parties entitled to receive such disbursement under the applicable provision.
For federal, state, and local tax purposes, all interest and earnings on the Escrow Funds shall be reported as income to MCB (as the intended recipient of the Escrow Funds upon satisfaction of the Release Condition), and the Escrow Agent shall issue an IRS Form 1099-INT (or such other applicable tax reporting form) to MCB with respect to such interest and earnings for each calendar year during which the Escrow Funds are held in the Escrow Account. Notwithstanding the foregoing, in the event that the Escrow Funds (including accrued interest) are returned to Brindoval pursuant to Section 6.2 hereof, all interest and earnings on the Escrow Funds shall be reported as income to Brindoval for tax purposes, and the Escrow Agent shall issue appropriate corrected tax reporting forms as necessary.
4.3 Tax Identification. The Employer Identification Number of MCB is 83-4027165. The Employer Identification Number of Brindoval is 41-2091487. Each of MCB and Brindoval shall deliver to the Escrow Agent a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) upon execution of this Agreement, and shall promptly provide any updated or replacement Form W-9 if its taxpayer identification information changes during the term of this Agreement. The Escrow Agent shall be entitled to withhold taxes on any interest or earnings at the applicable backup withholding rate in the event that MCB or Brindoval fails to provide a valid Form W-9. Neither MCB nor Brindoval shall hold the Escrow Agent liable for any tax consequences arising from the investment or holding of the Escrow Funds.
ARTICLE 5 — RELEASE OF ESCROW FUNDS
5.1 Release to MCB. Upon the Escrow Agent's receipt of written confirmation that the Release Condition has been satisfied — that is, upon the Escrow Agent's receipt of written certification, in the form and manner described in Section 5.2 below, that the United States District Court for the Southern District of New York has entered the Order of Dismissal with Prejudice in the Action (Case No. 1:22-cv-09483) — the Escrow Agent shall release and disburse the entire Escrow Funds, including the full principal amount and all accrued interest and earnings, to MCB by wire transfer of immediately available funds to the account designated by MCB in writing pursuant to Section 5.3 below. Such disbursement shall be made promptly following the Escrow Agent's confirmation that the Release Condition has been satisfied, and in no event later than two (2) business days after the date on which the Escrow Agent receives the written confirmation described in Section 5.2.
5.2 Form of Release Instruction. The Release Condition may be evidenced by delivery to the Escrow Agent (to the attention of the Escrow Officer at the address set forth in Article 11) of either of the following:
(a) A joint written instruction, substantially in the form attached hereto as Exhibit C, signed by authorized representatives of both (i) Calderwood & Harkness LLP, 1251 Avenue of the Americas, 40th Floor, New York, New York 10020, as counsel for MCB, and (ii) Halverson McKay & Pruitt LLP, 225 South Sixth Street, Suite 4200, Minneapolis, Minnesota 55402, as counsel for Brindoval, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action and directing the Escrow Agent to release the Escrow Funds to MCB; or
(b) A written instruction from Calderwood & Harkness LLP, as counsel for MCB, certifying that the Court has entered the Order of Dismissal with Prejudice in the Action and directing the Escrow Agent to release the Escrow Funds to MCB, accompanied by a file-stamped copy of the entered Order of Dismissal reflecting the Court's docket stamp or electronic filing confirmation from the Court's CM/ECF system.
The Escrow Agent shall be entitled to conclusively rely upon any such instruction or certification delivered in accordance with this Section 5.2, without independent verification, and shall have no liability for acting in reliance thereon.
5.3 MCB Wire Instructions. MCB shall provide its wire transfer instructions (including bank name, ABA routing number, account number, account name, and any applicable reference or memo line) to the Escrow Agent in writing no later than five (5) business days before the anticipated date of release of the Escrow Funds. Such wire transfer instructions may be provided by a duly authorized officer of MCB or by MCB's counsel, Calderwood & Harkness LLP. The Escrow Agent shall confirm receipt of such instructions and may request telephone or email verification from a duly authorized officer of MCB or MCB's counsel before processing the wire transfer. The wire transfer instructions to be provided by MCB are set forth in Exhibit A attached hereto and incorporated herein by reference, subject to such updates as MCB may provide in writing to the Escrow Agent prior to the release date.
5.4 No Partial Release. The Escrow Funds shall be released only in their entirety; no partial release or disbursement of the Escrow Funds shall be made under any circumstances, absent joint written instructions from both MCB and Brindoval expressly directing such partial release. The Escrow Agent shall have no obligation to make any partial release or disbursement in the absence of such joint written instructions.
ARTICLE 6 — RETURN OF ESCROW FUNDS; DISPUTES
6.1 Disputes Regarding Release. In the event that the Escrow Agent receives conflicting, inconsistent, or ambiguous instructions from MCB and Brindoval regarding the release or disposition of the Escrow Funds, or in the event that the Escrow Agent has reasonable doubt or uncertainty as to its duties or obligations under this Agreement with respect to the Escrow Funds, the Escrow Agent shall be entitled, in its sole discretion, to take either or both of the following actions:
(a) Refrain from taking any action with respect to the Escrow Funds (other than continuing to hold the Escrow Funds in the Escrow Account) until the dispute or uncertainty is resolved by the mutual written agreement of both MCB and Brindoval, delivered to the Escrow Agent in a form reasonably satisfactory to the Escrow Agent, or by a final order of a court of competent jurisdiction; or
(b) Deposit or tender the Escrow Funds (including all accrued interest and earnings) with a court of competent jurisdiction by way of interpleader or otherwise, and thereupon be relieved and discharged of all further obligations and liabilities under this Agreement with respect to the Escrow Funds so deposited.
The Escrow Agent shall not be liable to any Party for any delay in the release or disbursement of the Escrow Funds resulting from the Escrow Agent's exercise of its rights under this Section 6.1, and neither MCB nor Brindoval shall have any claim against the Escrow Agent for interest, damages, or losses arising from such delay.
6.2 Return to Brindoval. The Escrow Funds (including all accrued interest and earnings) shall be returned to Brindoval only upon the occurrence of one of the following:
(a) The Escrow Agent's receipt of joint written instructions from both MCB and Brindoval expressly directing the Escrow Agent to return the Escrow Funds to Brindoval by wire transfer of immediately available funds to an account designated by Brindoval in such written instructions; or
(b) The Escrow Agent's receipt of a certified copy of a final, non-appealable order of a court of competent jurisdiction directing the return of the Escrow Funds to Brindoval.
In the event the Escrow Funds are returned to Brindoval pursuant to this Section 6.2, the Escrow Agent shall disburse such funds to Brindoval promptly, and in no event later than two (2) business days, after receipt of the applicable instructions or order. For the avoidance of doubt, the Escrow Agent shall have no obligation to return the Escrow Funds to Brindoval absent satisfaction of one of the conditions set forth in clauses (a) or (b) above.
6.3 Interpleader. In the event the Escrow Agent deposits or tenders the Escrow Funds with a court of competent jurisdiction by way of interpleader pursuant to Section 6.1(b) above, the Escrow Agent shall be entitled to recover its reasonable attorneys' fees and costs (including court costs, filing fees, and the fees and disbursements of counsel retained by the Escrow Agent in connection with the interpleader action) from the Escrow Funds prior to such deposit, or, at the Escrow Agent's election, directly from MCB and Brindoval in equal shares. The Parties acknowledge and agree that the Escrow Agent's right to recover such fees and costs shall be in addition to, and not in limitation of, the indemnification obligations of MCB and Brindoval under Article 9 hereof.
ARTICLE 7 — ESCROW AGENT'S RIGHTS, DUTIES, AND LIMITATIONS
7.1 Standard of Care. The Escrow Agent shall act in good faith and shall exercise reasonable care in performing its duties and obligations under this Agreement. The Escrow Agent's duties are limited to those expressly set forth in this Agreement, and the Escrow Agent shall have no implied duties or obligations whatsoever. The Escrow Agent shall not be deemed to be a fiduciary of MCB, Brindoval, or any other person or entity by reason of this Agreement, except to the extent that fiduciary duties are imposed by applicable law and cannot be waived by agreement.
7.2 Reliance on Documents. The Escrow Agent may conclusively rely, and shall be fully protected in acting or refraining from acting, upon any written notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument furnished to it under this Agreement that the Escrow Agent believes in good faith to be genuine and to have been signed, sent, or presented by the proper party or parties. The Escrow Agent shall have no duty or obligation to investigate, verify, or independently confirm the accuracy, completeness, validity, or authenticity of any such document or instrument, or the authority or identity of any person signing or delivering the same. The Escrow Agent may rely upon the advice of legal counsel (including in-house counsel of Dralvecen National Bank) in connection with any question or matter arising under this Agreement.
7.3 No Liability. The Escrow Agent shall not be liable for any action taken or omitted to be taken by the Escrow Agent in good faith in connection with its duties under this Agreement, except for losses directly resulting from the Escrow Agent's own gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for:
(a) any loss of principal or interest resulting from the investment or deposit of the Escrow Funds in accordance with the terms of this Agreement, including any loss attributable to fluctuations in interest rates, the insolvency of any financial institution (except Dralvecen National Bank to the extent of its own obligations), or changes in applicable law or regulation;
(b) any delay or failure in the performance of its obligations hereunder resulting from any cause beyond the Escrow Agent's reasonable control, including acts of God, war, terrorism, civil unrest, fire, flood, pandemic, government action, failure of telecommunications or power systems, or disruption of banking services;
(c) any action taken or omitted in reliance upon any written notice, instruction, certificate, or document furnished to the Escrow Agent in accordance with this Agreement; or
(d) the acts or omissions of MCB, Brindoval, their respective counsel, or any other third party.
In no event shall the Escrow Agent be liable for any consequential, indirect, special, incidental, or punitive damages of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages.
7.4 No Obligation to Litigate. The Escrow Agent shall not be required or obligated to institute, defend, or participate in any legal proceeding, action, or claim in connection with this Agreement or the Escrow Funds unless the Escrow Agent has been indemnified to its reasonable satisfaction (including by the provision of an adequate indemnity bond or cash deposit) against all costs, expenses, and liabilities (including reasonable attorneys' fees) that the Escrow Agent may incur in connection with such proceeding. Nothing in this Section 7.4 shall limit the Escrow Agent's right to commence an interpleader action pursuant to Section 6.1(b) hereof.
7.5 Resignation. The Escrow Agent may resign and be discharged of its duties and obligations under this Agreement at any time upon not less than thirty (30) calendar days' prior written notice to both MCB and Brindoval, which notice shall specify the effective date of such resignation. Upon receipt of such notice, MCB and Brindoval shall jointly designate a successor escrow agent and shall notify the Escrow Agent in writing of such designation within thirty (30) calendar days following receipt of the Escrow Agent's resignation notice. Upon the effective date of its resignation, the Escrow Agent shall deliver the Escrow Funds (including all accrued interest and earnings) to the designated successor escrow agent, and the Escrow Agent shall thereupon be relieved and discharged of all further duties and obligations under this Agreement (except for those obligations which by their terms survive termination). If MCB and Brindoval fail to jointly designate a successor escrow agent within thirty (30) calendar days following receipt of the resignation notice, the Escrow Agent may, at its option, deposit the Escrow Funds with a court of competent jurisdiction and thereupon be relieved and discharged of all further obligations hereunder.
ARTICLE 8 — ESCROW FEES AND EXPENSES
8.1 Escrow Fee. The Escrow Agent's fee for its services under this Agreement shall be as set forth in the Escrow Agent's standard fee schedule, a copy of which has been provided to MCB and Brindoval prior to the execution of this Agreement. Such fee shall be borne equally by MCB and Brindoval, each paying fifty percent (50%) of the total escrow fee. The Parties acknowledge that the Escrow Agent's fee schedule may provide for an initial acceptance fee, an annual administration fee, and transaction-based fees, each of which shall be allocated equally between MCB and Brindoval as set forth in this Section 8.1.
8.2 Expenses. Each Party shall bear its own legal, professional, and other expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement. Any extraordinary or out-of-pocket expenses incurred by the Escrow Agent in the performance of its duties hereunder (including, without limitation, the reasonable fees, costs, and disbursements of outside counsel retained by the Escrow Agent in connection with any dispute, interpleader action, or other matter arising under this Agreement) shall be borne equally by MCB and Brindoval, each paying fifty percent (50%) of such expenses, except as otherwise provided in Section 6.3 hereof.
8.3 Payment. Escrow fees and expenses payable to the Escrow Agent under this Article 8 shall be paid directly by MCB and Brindoval (in equal shares) upon invoice by the Escrow Agent, and shall not be deducted from the Escrow Funds, unless MCB and Brindoval jointly instruct the Escrow Agent in writing to deduct such fees and expenses from the Escrow Funds prior to disbursement. The Escrow Agent shall provide reasonable documentation supporting any fees and expenses for which payment or reimbursement is sought.
ARTICLE 9 — INDEMNIFICATION
9.1 Indemnification of Escrow Agent. MCB and Brindoval, jointly and severally, hereby agree to indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, damages, judgments, penalties, costs, and expenses (including, without limitation, reasonable attorneys' fees and disbursements) of any kind or nature whatsoever (collectively, "Losses") arising out of, relating to, or in connection with this Agreement or the Escrow Agent's performance of its duties hereunder, except to the extent that such Losses are finally determined by a court of competent jurisdiction to have been caused directly by the Escrow Agent's own gross negligence or willful misconduct. The indemnification obligations set forth in this Section 9.1 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.
9.2 Contribution. As between MCB and Brindoval (and without affecting the joint and several nature of their indemnification obligations to the Escrow Agent under Section 9.1), each of MCB and Brindoval shall bear fifty percent (50%) of any indemnification obligation arising under this Article 9; provided, however, that if the Losses giving rise to such indemnification obligation are solely caused by the actions, omissions, or breach of one Party, such Party shall bear one hundred percent (100%) of the indemnification obligation and shall reimburse the other Party for any amounts paid by such other Party in satisfaction of such obligation. Any dispute between MCB and Brindoval regarding the allocation of indemnification obligations under this Section 9.2 shall be resolved in accordance with Article 12 hereof and shall not affect the Escrow Agent's right to receive indemnification from both Parties on a joint and several basis.
ARTICLE 10 — TERMINATION
10.1 Termination Upon Release. This Agreement shall automatically terminate, without the requirement of any further action by any Party, upon the complete disbursement of the Escrow Funds (including all accrued interest and earnings) in accordance with Article 5 or Article 6 hereof, and the Escrow Agent's completion and satisfaction of all obligations hereunder, including the delivery of all required tax reporting forms and final account statements to the Parties. Upon such termination, the Escrow Agent shall close the Escrow Account and shall have no further duties or obligations under this Agreement, except for those obligations which by their terms survive termination as set forth in Section 10.3.
10.2 Termination by Mutual Consent. This Agreement may be terminated at any time prior to the disbursement of the Escrow Funds by the joint written agreement of MCB, Brindoval, and the Escrow Agent. Any such termination agreement shall include written instructions directing the disposition of the Escrow Funds (including all accrued interest and earnings), and the Escrow Agent shall disburse the Escrow Funds in accordance with such instructions promptly upon execution of the termination agreement.
10.3 Survival. Notwithstanding any termination of this Agreement, the provisions of Article 7 (Escrow Agent's Rights, Duties, and Limitations), Article 8 (Escrow Fees and Expenses), Article 9 (Indemnification), this Section 10.3, and any other provisions that by their nature or terms are intended to survive termination shall survive the termination of this Agreement and shall continue in full force and effect until all obligations thereunder have been fully satisfied.
ARTICLE 11 — NOTICES
11.1 Addresses for Notices. All notices, requests, demands, instructions, consents, and other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, sent by nationally recognized overnight courier service (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), or transmitted by electronic mail (with confirmation of receipt requested), addressed as follows:
If to MCB:
Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016
Attention: Thomas R. Hennessy, General Counsel
Email: t.hennessy@meridiancb.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 1251 Avenue of the Americas, 40th Floor New York, New York 10020
Attention: Alan Ngo
Email: a.ngo@calderwoodharkness.com
If to Brindoval:
Brindoval Home Goods Inc. 7200 France Avenue South, Suite 300 Edina, Minnesota 55435
Attention: Karen A. Whitfield, General Counsel
Email: k.whitfield@crestviewhg.com
with a copy (which shall not constitute notice) to:
Halverson McKay & Pruitt LLP 225 South Sixth Street, Suite 4200 Minneapolis, Minnesota 55402
Attention: Gregory T. Halverson
Email: g.halverson@hmplaw.com
If to the Escrow Agent:
Dralvecen National Bank 60 East 42nd Street New York, New York 10165
Attention: Patricia Dolan, Escrow Officer
Email: p.dolan@bridgewaternational.com
Any Party may change its address for notice purposes by delivering written notice of such change to the other Parties in accordance with this Section 11.1.
11.2 Effectiveness of Notices. Notices delivered by hand shall be deemed given upon actual receipt by the addressee or a responsible person at the addressee's office. Notices sent by nationally recognized overnight courier shall be deemed given on the first business day after deposit with the courier service. Notices transmitted by electronic mail shall be deemed given upon receipt (as confirmed by the recipient's electronic mail system generating a read receipt or delivery confirmation, or by the recipient's written acknowledgment of receipt). Notwithstanding the foregoing, any notice or communication that is received after 5:00 p.m. (Eastern Time) on a business day, or on a day that is not a business day, shall be deemed to have been received on the next succeeding business day.
ARTICLE 12 — GENERAL PROVISIONS
12.1 Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflicts-of-law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties hereby consent to the application of New York law to all matters arising under or relating to this Agreement.
12.2 Jurisdiction and Venue. Each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the Borough of Manhattan, City of New York, State of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, any claim that it is not subject to the personal jurisdiction of such courts, that the venue of any such action, suit, or proceeding is improper, or that this Agreement or the subject matter hereof may not be enforced in or by such courts. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of the summons and complaint in accordance with the notice provisions set forth in Article 11 hereof.
12.3 Entire Agreement. This Agreement, together with the Coexistence Agreement and the exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof — namely, the escrow, custody, investment, and disbursement of the settlement payment to be made by Brindoval to MCB pursuant to the Coexistence Agreement — and supersedes all prior negotiations, representations, warranties, understandings, and agreements, whether written or oral, among the Parties relating to such subject matter. This Agreement is not intended to, and does not, modify, amend, or supersede any provision of the Coexistence Agreement, except to the extent expressly set forth herein or necessary to give effect to the escrow arrangement contemplated hereby.
12.4 Amendments. This Agreement may not be modified, amended, supplemented, restated, or otherwise changed in any respect except by a written instrument duly executed by all three Parties (MCB, Brindoval, and the Escrow Agent). No oral agreement, understanding, or course of dealing shall have the effect of amending or modifying the terms of this Agreement.
12.5 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Counterpart signature pages may be delivered by facsimile, by electronic mail in portable document format (.pdf), or by other electronic means (including by electronic signature platforms such as Brightwater Software or Ashford Health IT), and any such counterpart so delivered shall be deemed to have been duly and validly delivered and shall be valid and effective for all purposes as delivery of an original executed counterpart.
12.6 Severability. If any provision of this Agreement, or the application thereof to any Party or circumstance, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and effect. In the event of any such determination, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a manner that is valid, legal, and enforceable.
12.7 Waiver. No failure or delay by any Party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. No waiver of any provision of this Agreement or of any breach or default hereunder shall be effective unless made in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach or default shall constitute or be construed as a continuing waiver or a waiver of any other or subsequent breach or default.
12.8 Assignment. No Party may assign, delegate, or otherwise transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Parties hereto, and any purported assignment, delegation, or transfer in violation of this Section 12.8 shall be null and void. Notwithstanding the foregoing, MCB may assign its right to receive the Escrow Funds (upon release in accordance with Article 5) to a successor entity or an affiliate of MCB without the consent of Brindoval or the Escrow Agent, provided that MCB delivers written notice of such assignment to the Escrow Agent and Brindoval not fewer than five (5) business days prior to the anticipated release date, together with updated wire transfer instructions for the assignee.
12.9 Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns.
12.10 Headings. The article and section headings contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement.
12.11 Third-Party Beneficiaries. This Agreement is entered into solely for the benefit of the Parties hereto, and except as expressly provided herein, nothing in this Agreement is intended to, or shall be construed to, confer upon any person or entity other than the Parties any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement. Notwithstanding the foregoing, the Parties acknowledge and agree that Calderwood & Harkness LLP (as counsel for MCB) and Halverson McKay & Pruitt LLP (as counsel for Brindoval) are authorized and entitled to deliver release instructions and certifications on behalf of their respective clients as set forth in Section 5.2 hereof, and the Escrow Agent shall be entitled to rely upon such instructions and certifications as provided therein.
IN WITNESS WHEREOF, the Parties have caused this Escrow Agreement to be duly executed as of the date first written above.
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Thomas R. Hennessy
Title: General Counsel
Date: May 15, 2023
BRINDOVAL HOME GOODS INC.
By: ________
Name: Karen A. Whitfield
Title: General Counsel
Date: May 15, 2023
DRALVECEN NATIONAL BANK, as Escrow Agent
By: ________
Name: Patricia Dolan
Title: Escrow Officer
Date: May 15, 2023
EXHIBIT A
WIRE INSTRUCTIONS FOR MCB (BENEFICIARY)
The following wire transfer instructions shall be used by the Escrow Agent for the disbursement of the Escrow Funds to MCB (or its permitted assignee) upon satisfaction of the Release Condition in accordance with Article 5 of the Escrow Agreement:
MCB shall provide the completed wire transfer instructions to the Escrow Agent no later than five (5) business days before the anticipated release date, in accordance with Section 5.3 of the Escrow Agreement. The Escrow Agent may request telephone or email verification of such instructions from a duly authorized officer of MCB or from Calderwood & Harkness LLP prior to processing any wire transfer.
MCB reserves the right to update or modify these wire transfer instructions by delivering revised instructions in writing (signed by a duly authorized officer of MCB or MCB's counsel) to the Escrow Agent, with a copy to Brindoval, at any time prior to the disbursement of the Escrow Funds.
EXHIBIT B
WIRE INSTRUCTIONS FOR ESCROW ACCOUNT (DEPOSIT)
The following wire transfer instructions shall be used by Brindoval for the deposit of the Escrow Funds into the Escrow Account at Dralvecen National Bank, in accordance with Article 3 of the Escrow Agreement:
The Escrow Agent shall provide the specific ABA routing number, account number, and any additional reference information to Brindoval (with a copy to MCB) promptly upon execution of this Agreement, and in no event later than one (1) business day following the Effective Date, in accordance with Section 3.2 of the Escrow Agreement.
Brindoval shall ensure that the wire transfer is initiated in sufficient time for the funds to be received into the Escrow Account by the Deposit Deadline (May 30, 2023). The Escrow Agent shall confirm receipt of the deposit in accordance with Section 3.3 of the Escrow Agreement.
EXHIBIT C
FORM OF RELEASE INSTRUCTION LETTER
[On Letterhead of Calderwood & Harkness LLP] [and, if joint instruction, on Letterhead of Halverson McKay & Pruitt LLP]
[Date]
Patricia Dolan, Escrow Officer Dralvecen National Bank 60 East 42nd Street New York, New York 10165
Re: Escrow Agreement dated May 15, 2023, among Meridian Consumer Brands LLC, Brindoval Home Goods Inc., and Dralvecen National Bank — Release Instruction
Dear Ms. Dolan:
Reference is made to that certain Escrow Agreement dated May 15, 2023 (the "Escrow Agreement"), by and among Meridian Consumer Brands LLC ("MCB"), Brindoval Home Goods Inc. ("Brindoval"), and Dralvecen National Bank, as Escrow Agent. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Escrow Agreement.
We hereby certify, in accordance with Section 5.2 of the Escrow Agreement, that the United States District Court for the Southern District of New York (Hon. Patricia M. Albright) has entered the Order of Dismissal with Prejudice in the Action (Meridian Consumer Brands LLC v. Brindoval Home Goods Inc., Case No. 1:22-cv-09483, S.D.N.Y.), dismissing all claims and counterclaims in the Action with prejudice and without costs to any party. [A file-stamped copy of the Order of Dismissal is attached hereto as Attachment 1.]
The Release Condition set forth in Section 1.9 of the Escrow Agreement has been satisfied. Accordingly, we hereby instruct you to release and disburse the entire Escrow Funds, including the full principal amount of One Million Three Hundred Fifty Thousand Dollars ($1,350,000.00) and all accrued interest and earnings thereon, to MCB by wire transfer of immediately available funds to the account designated by MCB in the wire transfer instructions set forth in Exhibit A to the Escrow Agreement [or as updated by MCB in writing to the Escrow Agent], promptly and in no event later than two (2) business days after your receipt of this instruction.
Please confirm receipt of this instruction and the anticipated date of disbursement by return email or telephone to the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Alan Ngo
Title: Partner
[If joint instruction:]
HALVERSON McKAY & PRUITT LLP
By: ________
Name: Gregory T. Halverson
Title: Partner
Attachment 1: File-Stamped Copy of Order of Dismissal with Prejudice, Case No. 1:22-cv-09483 (S.D.N.Y., Hon. Patricia M. Albright) [to be attached]
Field | Information
Beneficiary Bank Name: | To be provided by MCB or Calderwood & Harkness LLP
Beneficiary Bank Address: | To be provided by MCB or Calderwood & Harkness LLP
ABA Routing Number: | To be provided by MCB or Calderwood & Harkness LLP
Account Number: | To be provided by MCB or Calderwood & Harkness LLP
Account Name: | Meridian Consumer Brands LLC (or as designated)
Reference / Memo: | Escrow Agreement dated May 15, 2023 — Settlement Funds
Field | Information
Receiving Bank Name: | Dralvecen National Bank
Receiving Bank Address: | 60 East 42nd Street, New York, New York 10165
ABA Routing Number: | To be furnished by Patricia Dolan, Escrow Officer, upon execution of the Escrow Agreement
Account Number: | To be furnished by Patricia Dolan, Escrow Officer, upon execution of the Escrow Agreement
Account Name: | Dralvecen National Bank — Escrow Account FBO Meridian Consumer Brands LLC / Brindoval Home Goods Inc.
Reference / Memo: | Escrow Agreement dated May 15, 2023 — Deposit of Settlement Funds

ESCROW AGREEMENT

CONFIDENTIAL

RECITALS

MERIDIAN CONSUMER BRANDS LLC

BRINDOVAL HOME GOODS INC.

EXHIBIT A

WIRE INSTRUCTIONS FOR MCB (BENEFICIARY)

EXHIBIT B

WIRE INSTRUCTIONS FOR ESCROW ACCOUNT (DEPOSIT)

EXHIBIT C

FORM OF RELEASE INSTRUCTION LETTER

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts