1011-00004 · Meridian Consumer Brands LLC · Engagement

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CALDERWOOD & HARKNESS LLP Counselors at Law

600 Lexington Avenue, 30th Floor New York, New York 10022

Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com

September 8, 2025

VIA EMAIL AND HAND DELIVERY

Mr. Derek Cho General Counsel Meridian Consumer Brands LLC 410 West 34th Street, 18th Floor New York, NY 10001

Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — False Advertising and Unfair Competition Action Against Apex Naturals Inc. Matter Number: 1011-00004

Dear Mr. Cho:

1. Introduction and Purpose

Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("Meridian," "MCB," or the "Client"), a Delaware limited liability company with its principal place of business at 410 West 34th Street, 18th Floor, New York, NY 10001. The Firm has been retained to represent Meridian in connection with a false-advertising and unfair-competition dispute against Apex Naturals Inc. ("Apex" or "ANI"), a Delaware corporation headquartered at 75 Commerce Boulevard, Suite 300, Parsippany, New Jersey 07054. We appreciate the confidence you and your organization have placed in the Firm, and we look forward to working with you on this important matter.

The purpose of this letter is to set forth the terms and conditions of the Firm's representation of Meridian, including the scope of the engagement, the fees and expenses applicable to the representation, the responsibilities of each party, and other matters relevant to the attorney-client relationship. This engagement is effective as of September 8, 2025, and shall continue in accordance with the terms described herein.

We ask that you review this letter carefully. If the terms set forth below accurately reflect our mutual understanding, please sign and return a copy of this letter in accordance with Section 17 below.

2. Scope of Representation

The Firm is engaged to represent Meridian in pursuing litigation and related proceedings against Apex arising from Apex's nationwide comparative advertising campaign known as "The PuraClear Truth," which was launched on or about June 2, 2025. As the Client is aware, that campaign makes false and misleading superiority claims about Apex's "PuraClear" acne-treatment product line relative to Meridian's flagship "DermaTrūe" product family. The campaign has been disseminated through television, digital, social media, and point-of-sale channels and has caused, and continues to cause, significant harm to Meridian's brand reputation, market share, and consumer goodwill.

The specific scope of the Firm's representation under this engagement includes the following:

(a) Investigation, Analysis, and Claim Preparation. The Firm will conduct a thorough investigation and analysis of the facts and circumstances surrounding Apex's "The PuraClear Truth" campaign, including review of Apex's advertising claims, publicly available clinical data, industry studies, consumer surveys, and other relevant materials. The Firm will prepare and develop all claims to be asserted against Apex in connection with this matter.

(b) Complaint Drafting and Filing. The Firm will draft and file a complaint on behalf of Meridian in the United States District Court for the Southern District of New York asserting all viable causes of action against Apex, as further described below.

(c) Motion for Preliminary Injunctive Relief. The Firm will prepare and pursue a motion for preliminary injunctive relief seeking to enjoin Apex from continuing to disseminate the false and misleading advertising claims at issue, together with all supporting memoranda, declarations, and evidentiary submissions.

(d) Prosecution of Anticipated Causes of Action. The Firm anticipates asserting the following causes of action on behalf of Meridian, subject to further investigation and the Firm's continuing professional judgment:

(i) False advertising under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), based on Apex's literally false and/or misleading comparative advertising claims regarding the efficacy, safety, and ingredient superiority of PuraClear relative to DermaTrūe;

(ii) Deceptive acts and practices in violation of New York General Business Law § 349, arising from Apex's consumer-directed misrepresentations that are likely to mislead a reasonable consumer acting reasonably under the circumstances;

(iii) False advertising in violation of New York General Business Law § 350, based on materially misleading advertising disseminated to consumers in the State of New York and nationwide;

(iv) Common-law unfair competition under New York law, based on Apex's misappropriation of commercial advantage through deceptive trade practices; and

(v) Tortious interference with business relations, based on Apex's wrongful conduct in diverting Meridian's customers and disrupting Meridian's established business relationships with retail distribution partners and healthcare professionals.

(e) Pre-Trial, Trial, and Post-Trial Proceedings. The Firm will handle all related pre-trial, trial, and post-trial proceedings, including but not limited to discovery (both written and oral), motion practice, mediation or settlement discussions (as authorized by the Client), trial preparation and presentation, and any post-trial motions or appellate proceedings that may arise.

(f) Expert Witness and Consultant Coordination. The Firm will identify, retain (subject to Client approval), and coordinate with expert witnesses, technical consultants, survey experts, damages experts, and public relations advisors as needed to support the Client's claims and litigation strategy.

(g) NAD Proceedings Monitoring. The Firm will engage with and monitor proceedings before the National Advertising Division ("NAD") of the BBB National Programs (Case Reference No. NAD-2025-01847), to the extent those proceedings are relevant to the litigation and the Client's litigation strategy. The Firm will coordinate its litigation activities with the Client's position in any NAD proceeding to ensure consistency and to avoid any adverse impact on the federal court action.

Relief Sought. The Firm will seek the following relief on behalf of Meridian, as appropriate: preliminary and permanent injunctive relief directing Apex to cease dissemination of the false and misleading advertising at issue; compensatory damages, including but not limited to lost profits attributable to Apex's unlawful conduct; disgorgement of Apex's profits derived from the false advertising campaign; an order requiring Apex to undertake corrective advertising to remedy the lingering effects of its false claims; treble damages under the Lanham Act to the extent willfulness is established; and recovery of reasonable attorneys' fees and costs of suit.

Scope Exclusions. The Client understands and acknowledges that this engagement does not include representation of Meridian in any regulatory matters before the United States Food and Drug Administration ("FDA"), the Federal Trade Commission ("FTC"), or any state attorney general's office. This engagement also does not encompass intellectual property prosecution, patent matters, trademark registration or maintenance matters, or any disputes unrelated to the Apex false-advertising matter described herein, unless separately agreed in a written amendment or supplemental engagement letter signed by both the Firm and the Client. Should the need for representation in any excluded matter arise during the course of this engagement, the Firm is prepared to discuss a separate arrangement to address those needs.

3. Engagement Team

The following attorneys and professional staff have been assigned to this matter:

Linda Osei — Responsible Partner, Litigation (General). Ms. Osei will serve as the partner with overall supervisory responsibility for the engagement. Ms. Osei is a member of the Firm's Litigation Department and has extensive experience in complex commercial litigation, advertising disputes, and Lanham Act actions. She will participate in key strategy decisions, oversee significant filings and motions, and attend critical hearings, depositions, and trial proceedings as warranted.

Priya Anand — Billing Partner, Litigation (General). Ms. Anand will serve as the billing partner for this matter and will be the primary contact for all billing, fee-related, and engagement administration inquiries. Ms. Anand brings deep experience in advertising and consumer protection litigation and will also provide substantive contributions to the representation as appropriate.

Patrick Gallagher — Lead Associate, Litigation (General). Mr. Gallagher will serve as the lead associate responsible for the day-to-day management of the matter. His responsibilities will include legal research, drafting of pleadings, motions, and briefs, coordination with expert witnesses and consultants, management of the discovery process, and regular communication with the Client on case developments.

Simone Laroche — Working Associate, Litigation (General). Ms. Laroche will provide additional associate-level support on all aspects of the matter, including research, document review, deposition preparation, and trial support as needed.

Additional attorneys, paralegals, litigation support specialists, and other professional staff may be assigned to the matter from time to time as the needs of the engagement require. The Client will be notified of any material changes to the core engagement team identified above, including the addition of any new partners to the matter or the departure of any member of the core team.

The Client's primary point of contact for all substantive communications is Derek Cho, General Counsel, Meridian Consumer Brands LLC. All substantive communications, including case strategy discussions, status reports, and material filings, will be directed to Mr. Cho unless he designates an alternative contact person in writing to the Firm.

4. Fees and Billing Rates

The Firm will bill for services rendered in connection with this engagement on an hourly basis at the Firm's standard rates for 2025, which are as follows:

These rates are effective as of January 1, 2025. The Firm's standard rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' advance written notice of any rate changes before any adjusted rates are applied to this engagement.

Time expended on the matter will be recorded in increments of one-tenth of an hour (0.1 hour, i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of time spent on the matter, including a description of the tasks performed sufficient to allow the Client to assess the services rendered.

No success fee, contingency fee, or alternative fee arrangement of any kind is contemplated under this engagement. Should the Client wish to explore an alternative fee structure at any point during the representation, the Firm is willing to discuss such arrangements, but any alternative fee terms would need to be agreed upon in a separate written instrument signed by both parties.

5. Expenses and Disbursements

In addition to the professional fees described in Section 4 above, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:

(a) Court filing fees and service of process costs, including fees charged by process servers or similar agents;

(b) Expert witness fees and consultant costs, provided that the retention of any expert witness or consultant shall be subject to the Client's prior approval and, where appropriate, governed by separate retention agreements between the expert or consultant and the Client or the Firm;

(c) Travel expenses reasonably incurred in connection with the matter, including transportation (air, rail, or ground), lodging, and meals, reimbursed at actual cost in accordance with the Client's travel and expense policies, if any, as communicated to the Firm;

(d) Document reproduction, printing, binding, and scanning costs;

(e) Electronic discovery hosting, processing, and review platform costs, including fees charged by third-party e-discovery vendors for data collection, processing, hosting, technology-assisted review, and production;

(f) Messenger services, overnight delivery charges, and postage;

(g) Computerized legal research charges, including but not limited to Westmark Data Systems, Sundial Solutions, and similar services, charged at the Firm's actual cost or at standard pass-through rates;

(h) Deposition transcript fees, court reporter fees, videography fees, and related costs;

(i) Mediation and arbitration fees, if applicable; and

(j) Fees charged by any other third-party vendors engaged in support of the matter.

For any single disbursement or vendor engagement expected to exceed Ten Thousand Dollars ($10,000), the Firm will obtain the Client's prior written approval before incurring the expense. The Firm will exercise reasonable professional judgment in incurring expenses on behalf of the Client and will endeavor to use cost-effective means consistent with the effective prosecution of the matter.

6. Billing and Payment Terms

The Firm will submit detailed monthly invoices to the Client for all professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of time charges by timekeeper, a description of services rendered, and an itemization of disbursements. The Firm's invoices will be transmitted electronically in PDF format unless the Client requests an alternative format.

Invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed to the Firm's operating account, the details of which will be provided on the invoice.

All invoices will be directed to:

Derek Cho, General Counsel Meridian Consumer Brands LLC 410 West 34th Street, 18th Floor New York, NY 10001

Email: dcho@meridiancb.com

The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date payment is received in full.

The Client may raise any billing disputes or inquiries within thirty (30) days of receipt of an invoice by providing written notice to the Billing Partner, Priya Anand. The Firm will work in good faith to resolve any such disputes promptly. Absent timely written objection within the thirty-day period, the invoice shall be deemed accepted by the Client.

7. Retainer

No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer in the future if, in the Firm's reasonable judgment, the scope, pace, complexity, or anticipated costs of the matter warrant such a deposit. In the event a retainer is requested, the Firm will provide the Client with at least thirty (30) days' written notice specifying the amount of the retainer and the reasons for the request. Any retainer deposit will be held in the Firm's attorney trust account in accordance with the requirements of Rule 1.15 of the New York Rules of Professional Conduct and will be applied against outstanding invoices or returned to the Client as appropriate at the conclusion of the engagement.

8. Conflict Check and Clearance

The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (specifically Rules 1.7 and 1.10). Based on the information provided by the Client as of the date of this letter, the Firm has identified no conflicts of interest that would preclude the Firm's representation of Meridian Consumer Brands LLC in this matter.

In connection with the conflicts check, the Client confirms that it has disclosed to the Firm all entities and persons known to be involved in or related to this matter, including but not limited to the following:

• Apex Naturals Inc. (the prospective defendant);

• Marcus Devlin (Chief Executive Officer, Apex Naturals Inc.);

• Rachel Emory (Chief Marketing Officer, Apex Naturals Inc.);

• Dr. Simon Guerrero (purported clinical advisor to Apex in connection with the PuraClear product line);

• Tanya Fischetti (Vice President of Product Development, Apex Naturals Inc.);

• Caldwell, Briggs & Nolan LLP (outside counsel believed to represent Apex);

• Brightline Creative Partners LLC (advertising agency retained by Apex in connection with "The PuraClear Truth" campaign);

• Kingsley Drug Stores LLC (major retail distribution partner of Meridian that has been targeted by Apex's campaign); and

• Brindoval Capital Partners Fund IV LP (Meridian's parent entity and majority equity holder).

Should the Client become aware of any additional parties, entities, or affiliates relevant to this matter, the Client agrees to promptly notify the Firm so that supplemental conflicts checks may be conducted. Similarly, should any new or previously unknown conflicts of interest arise during the course of the representation, the Firm will promptly notify the Client and take all appropriate steps in accordance with applicable ethical rules, including seeking informed written consent where permissible or, if necessary, withdrawing from the representation.

9. Client Responsibilities

The success of the representation depends in significant part on the Client's active cooperation and engagement. Accordingly, the Client agrees to the following:

(a) Cooperation and Access. The Client will cooperate fully with the Firm and provide timely access to all documents, data, information, witnesses, and personnel reasonably necessary for the Firm to perform its obligations under this engagement. This includes, without limitation, providing access to relevant internal communications, marketing materials, sales data, financial records, clinical studies and reports, and consumer research in the Client's possession, custody, or control.

(b) Prompt Responsiveness. The Client will promptly respond to the Firm's requests for information, factual input, approvals, and decisions. The Client understands that delays in responding to the Firm's requests may adversely affect the Firm's ability to meet deadlines imposed by the court or other tribunals and may compromise the effectiveness of the Client's litigation position.

(c) Notification of Material Developments. The Client will keep the Firm informed of all material developments relating to the dispute, including any direct communications with Apex, Apex's counsel, or relevant third parties, as well as any business or competitive developments that may bear on the litigation strategy or the relief sought.

(d) Document Preservation and Litigation Hold. The Client will maintain and preserve all documents and electronically stored information ("ESI") potentially relevant to this matter, including but not limited to emails, text messages, chat logs, documents, spreadsheets, presentations, voicemails, photographs, social media posts, and any other materials in any format. The Client will institute and maintain a litigation hold, or confirm that an appropriate litigation hold is already in place, to prevent the destruction, alteration, or loss of potentially relevant materials. The Firm will provide guidance on the scope and implementation of the litigation hold as needed.

(e) Timely Payment. The Client will timely pay all invoices submitted by the Firm in accordance with the billing and payment terms set forth in Section 6 of this letter.

10. Confidentiality and Privilege

All communications between the Firm and the Client made in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm recognizes the critical importance of confidentiality to the attorney-client relationship and is committed to safeguarding all information shared by the Client in the course of this representation.

The Firm will not disclose confidential information relating to the representation of the Client without the Client's prior consent, except as required by law, court order, or the applicable rules of professional conduct. The Firm maintains robust information security protocols, including encryption of electronic communications, access controls on matter files, and secure document management systems, to protect the confidentiality of client information.

The Client acknowledges that the inclusion of third parties in privileged communications may, in certain circumstances, result in a waiver of the attorney-client privilege or the work-product protection. The Client agrees to consult with the Firm before sharing any privileged communications, legal memoranda, draft pleadings, or other work-product materials with any non-privileged third party, including but not limited to Brindoval Capital Partners Fund IV LP, board members, consultants, public relations advisors, or business partners, in order to evaluate whether protective measures (such as common-interest agreements or non-disclosure agreements) should be put in place to preserve applicable privileges.

11. Document Retention

Upon conclusion of the engagement, whether through completion of the matter, termination of the engagement, or otherwise, the Firm will return to the Client all original documents provided by the Client to the Firm in connection with this matter. The Firm may retain copies of such documents, as well as copies of its own work product and internal file materials, in accordance with the Firm's standard document-retention policies.

Unless the Client instructs otherwise in writing, the Firm may destroy engagement files, including electronic copies, seven (7) years after the conclusion of the matter, in accordance with the Firm's standard retention policy. The Firm will provide the Client with reasonable notice before any such destruction takes place, and the Client will have the opportunity to request return of any file materials before they are destroyed. The Client acknowledges that certain categories of materials, such as original executed agreements, judgments, and court orders, may warrant indefinite retention, and the Firm will use professional judgment in identifying and preserving such materials.

12. Termination

Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the following conditions:

(a) Firm's Professional Obligations. Any termination by the Firm will be subject to the Firm's obligations under the applicable rules of professional conduct, including Rule 1.16 of the New York Rules of Professional Conduct. If litigation is pending before any court or tribunal at the time of termination, the Firm's withdrawal will be subject to the approval of the presiding court and the Firm will comply with all applicable procedural requirements for withdrawal.

(b) Payment Obligations. Upon termination of the engagement, the Client shall remain responsible for payment of all professional fees and expenses incurred by the Firm through the effective date of termination, including any fees and expenses incurred in connection with the transition of the matter to successor counsel.

(c) Transition Cooperation. The Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, including providing copies of relevant files, work product, and materials, subject to satisfaction of all outstanding fee obligations and any applicable retaining liens under New York law.

13. Limitation of Liability

The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this matter. This limitation of liability shall apply to the fullest extent permitted by applicable law, except to the extent such limitation is prohibited by applicable law, rules of professional conduct, or public policy.

In no event shall the Firm be liable to the Client or any other person for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost business opportunities, or damage to reputation, arising out of or in connection with this engagement, regardless of whether the Firm has been advised of the possibility of such damages.

Nothing in this Section 13 shall be construed to limit the Firm's liability for its own fraud, willful misconduct, or gross negligence, or to contravene any mandatory provisions of the New York Rules of Professional Conduct.

14. Governing Law and Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client, including any dispute regarding the Firm's fees, the scope of the engagement, or the quality of services rendered, shall be resolved by binding arbitration in New York, New York, administered under the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator. The arbitrator shall be a retired judge or an attorney with at least twenty (20) years of experience in legal malpractice or attorney fee disputes. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an award of costs or fees to the prevailing party is appropriate under the circumstances.

15. No Guarantee of Outcome

The Client acknowledges that the Firm has made no promises, assurances, or guarantees regarding the outcome of this matter, including but not limited to the likelihood of obtaining injunctive relief, the amount of damages or other monetary recovery that may be achieved, the duration of the litigation, or the total cost of the engagement. While the Firm will use its best professional efforts and diligent advocacy on behalf of the Client, litigation outcomes are inherently uncertain and are influenced by factors outside the Firm's control, including judicial rulings, the conduct of adverse parties, the availability and credibility of evidence, and the disposition of juries and fact-finders.

Any expressions of opinion or assessment regarding the merits of the Client's claims, the strengths or weaknesses of the opposing party's position, the likelihood of success on any particular motion or at trial, or the potential range of recovery are based on the Firm's professional judgment as of the date such opinions are communicated and are subject to change as facts and circumstances develop. Such expressions of opinion are not, and should not be construed as, warranties, representations, or guarantees of any particular result.

16. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof. It supersedes all prior and contemporaneous discussions, negotiations, proposals, correspondence, and agreements, whether oral or written, between the parties relating to the Firm's engagement by the Client in connection with this matter.

This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Firm and the Client. No oral agreement, course of dealing, or course of performance shall operate to amend or modify the terms of this engagement letter.

17. Acceptance and Execution

If the foregoing terms and conditions accurately reflect our mutual understanding regarding the Firm's engagement by Meridian Consumer Brands LLC, please indicate your acceptance and agreement by signing and dating this letter in the space provided below and returning a fully executed copy to my attention at Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022, or by email to losei@calderwoodharkness.com. A scanned or electronic signature shall be deemed an original for all purposes.

This engagement shall be deemed effective upon execution by both parties, with the effective date being September 8, 2025, regardless of the date on which the countersigned copy is returned.

We are grateful for the opportunity to represent Meridian in this important matter and look forward to a productive and successful collaboration.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Linda Osei

Title: Partner

Date: ________

ACCEPTANCE

AGREED AND ACCEPTED:

The undersigned, on behalf of Meridian Consumer Brands LLC, hereby confirms that the undersigned has read, understands, and agrees to the terms and conditions of this engagement letter, and that the undersigned is duly authorized to execute this letter on behalf of Meridian Consumer Brands LLC.

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Derek Cho

Title: General Counsel

Date: ________

Enclosures: None.

cc:

Nathan Hartwell, Chief Executive Officer, Meridian Consumer Brands LLC Priya Anand, Partner, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$1,350.00
Senior Associates	$895.00
Associates	$725.00
Paralegals	$375.00

CALDERWOOD & HARKNESS LLP Counselors at Law
600 Lexington Avenue, 30th Floor New York, New York 10022
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
September 8, 2025
VIA EMAIL AND HAND DELIVERY
Mr. Derek Cho General Counsel Meridian Consumer Brands LLC 410 West 34th Street, 18th Floor New York, NY 10001
Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — False Advertising and Unfair Competition Action Against Apex Naturals Inc. Matter Number: 1011-00004
Dear Mr. Cho:
1. Introduction and Purpose
Calderwood & Harkness LLP ("the Firm" or "C&H") is pleased to confirm its engagement by Meridian Consumer Brands LLC ("Meridian," "MCB," or the "Client"), a Delaware limited liability company with its principal place of business at 410 West 34th Street, 18th Floor, New York, NY 10001. The Firm has been retained to represent Meridian in connection with a false-advertising and unfair-competition dispute against Apex Naturals Inc. ("Apex" or "ANI"), a Delaware corporation headquartered at 75 Commerce Boulevard, Suite 300, Parsippany, New Jersey 07054. We appreciate the confidence you and your organization have placed in the Firm, and we look forward to working with you on this important matter.
The purpose of this letter is to set forth the terms and conditions of the Firm's representation of Meridian, including the scope of the engagement, the fees and expenses applicable to the representation, the responsibilities of each party, and other matters relevant to the attorney-client relationship. This engagement is effective as of September 8, 2025, and shall continue in accordance with the terms described herein.
We ask that you review this letter carefully. If the terms set forth below accurately reflect our mutual understanding, please sign and return a copy of this letter in accordance with Section 17 below.
2. Scope of Representation
The Firm is engaged to represent Meridian in pursuing litigation and related proceedings against Apex arising from Apex's nationwide comparative advertising campaign known as "The PuraClear Truth," which was launched on or about June 2, 2025. As the Client is aware, that campaign makes false and misleading superiority claims about Apex's "PuraClear" acne-treatment product line relative to Meridian's flagship "DermaTrūe" product family. The campaign has been disseminated through television, digital, social media, and point-of-sale channels and has caused, and continues to cause, significant harm to Meridian's brand reputation, market share, and consumer goodwill.
The specific scope of the Firm's representation under this engagement includes the following:
(a) Investigation, Analysis, and Claim Preparation. The Firm will conduct a thorough investigation and analysis of the facts and circumstances surrounding Apex's "The PuraClear Truth" campaign, including review of Apex's advertising claims, publicly available clinical data, industry studies, consumer surveys, and other relevant materials. The Firm will prepare and develop all claims to be asserted against Apex in connection with this matter.
(b) Complaint Drafting and Filing. The Firm will draft and file a complaint on behalf of Meridian in the United States District Court for the Southern District of New York asserting all viable causes of action against Apex, as further described below.
(c) Motion for Preliminary Injunctive Relief. The Firm will prepare and pursue a motion for preliminary injunctive relief seeking to enjoin Apex from continuing to disseminate the false and misleading advertising claims at issue, together with all supporting memoranda, declarations, and evidentiary submissions.
(d) Prosecution of Anticipated Causes of Action. The Firm anticipates asserting the following causes of action on behalf of Meridian, subject to further investigation and the Firm's continuing professional judgment:
(i) False advertising under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a), based on Apex's literally false and/or misleading comparative advertising claims regarding the efficacy, safety, and ingredient superiority of PuraClear relative to DermaTrūe;
(ii) Deceptive acts and practices in violation of New York General Business Law § 349, arising from Apex's consumer-directed misrepresentations that are likely to mislead a reasonable consumer acting reasonably under the circumstances;
(iii) False advertising in violation of New York General Business Law § 350, based on materially misleading advertising disseminated to consumers in the State of New York and nationwide;
(iv) Common-law unfair competition under New York law, based on Apex's misappropriation of commercial advantage through deceptive trade practices; and
(v) Tortious interference with business relations, based on Apex's wrongful conduct in diverting Meridian's customers and disrupting Meridian's established business relationships with retail distribution partners and healthcare professionals.
(e) Pre-Trial, Trial, and Post-Trial Proceedings. The Firm will handle all related pre-trial, trial, and post-trial proceedings, including but not limited to discovery (both written and oral), motion practice, mediation or settlement discussions (as authorized by the Client), trial preparation and presentation, and any post-trial motions or appellate proceedings that may arise.
(f) Expert Witness and Consultant Coordination. The Firm will identify, retain (subject to Client approval), and coordinate with expert witnesses, technical consultants, survey experts, damages experts, and public relations advisors as needed to support the Client's claims and litigation strategy.
(g) NAD Proceedings Monitoring. The Firm will engage with and monitor proceedings before the National Advertising Division ("NAD") of the BBB National Programs (Case Reference No. NAD-2025-01847), to the extent those proceedings are relevant to the litigation and the Client's litigation strategy. The Firm will coordinate its litigation activities with the Client's position in any NAD proceeding to ensure consistency and to avoid any adverse impact on the federal court action.
Relief Sought. The Firm will seek the following relief on behalf of Meridian, as appropriate: preliminary and permanent injunctive relief directing Apex to cease dissemination of the false and misleading advertising at issue; compensatory damages, including but not limited to lost profits attributable to Apex's unlawful conduct; disgorgement of Apex's profits derived from the false advertising campaign; an order requiring Apex to undertake corrective advertising to remedy the lingering effects of its false claims; treble damages under the Lanham Act to the extent willfulness is established; and recovery of reasonable attorneys' fees and costs of suit.
Scope Exclusions. The Client understands and acknowledges that this engagement does not include representation of Meridian in any regulatory matters before the United States Food and Drug Administration ("FDA"), the Federal Trade Commission ("FTC"), or any state attorney general's office. This engagement also does not encompass intellectual property prosecution, patent matters, trademark registration or maintenance matters, or any disputes unrelated to the Apex false-advertising matter described herein, unless separately agreed in a written amendment or supplemental engagement letter signed by both the Firm and the Client. Should the need for representation in any excluded matter arise during the course of this engagement, the Firm is prepared to discuss a separate arrangement to address those needs.
3. Engagement Team
The following attorneys and professional staff have been assigned to this matter:
Linda Osei — Responsible Partner, Litigation (General). Ms. Osei will serve as the partner with overall supervisory responsibility for the engagement. Ms. Osei is a member of the Firm's Litigation Department and has extensive experience in complex commercial litigation, advertising disputes, and Lanham Act actions. She will participate in key strategy decisions, oversee significant filings and motions, and attend critical hearings, depositions, and trial proceedings as warranted.
Priya Anand — Billing Partner, Litigation (General). Ms. Anand will serve as the billing partner for this matter and will be the primary contact for all billing, fee-related, and engagement administration inquiries. Ms. Anand brings deep experience in advertising and consumer protection litigation and will also provide substantive contributions to the representation as appropriate.
Patrick Gallagher — Lead Associate, Litigation (General). Mr. Gallagher will serve as the lead associate responsible for the day-to-day management of the matter. His responsibilities will include legal research, drafting of pleadings, motions, and briefs, coordination with expert witnesses and consultants, management of the discovery process, and regular communication with the Client on case developments.
Simone Laroche — Working Associate, Litigation (General). Ms. Laroche will provide additional associate-level support on all aspects of the matter, including research, document review, deposition preparation, and trial support as needed.
Additional attorneys, paralegals, litigation support specialists, and other professional staff may be assigned to the matter from time to time as the needs of the engagement require. The Client will be notified of any material changes to the core engagement team identified above, including the addition of any new partners to the matter or the departure of any member of the core team.
The Client's primary point of contact for all substantive communications is Derek Cho, General Counsel, Meridian Consumer Brands LLC. All substantive communications, including case strategy discussions, status reports, and material filings, will be directed to Mr. Cho unless he designates an alternative contact person in writing to the Firm.
4. Fees and Billing Rates
The Firm will bill for services rendered in connection with this engagement on an hourly basis at the Firm's standard rates for 2025, which are as follows:
These rates are effective as of January 1, 2025. The Firm's standard rates are subject to annual adjustment, typically effective as of January 1 of each calendar year. The Firm will provide the Client with at least thirty (30) days' advance written notice of any rate changes before any adjusted rates are applied to this engagement.
Time expended on the matter will be recorded in increments of one-tenth of an hour (0.1 hour, i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of time spent on the matter, including a description of the tasks performed sufficient to allow the Client to assess the services rendered.
No success fee, contingency fee, or alternative fee arrangement of any kind is contemplated under this engagement. Should the Client wish to explore an alternative fee structure at any point during the representation, the Firm is willing to discuss such arrangements, but any alternative fee terms would need to be agreed upon in a separate written instrument signed by both parties.
5. Expenses and Disbursements
In addition to the professional fees described in Section 4 above, the Client will be responsible for reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements include, but are not limited to, the following:
(a) Court filing fees and service of process costs, including fees charged by process servers or similar agents;
(b) Expert witness fees and consultant costs, provided that the retention of any expert witness or consultant shall be subject to the Client's prior approval and, where appropriate, governed by separate retention agreements between the expert or consultant and the Client or the Firm;
(c) Travel expenses reasonably incurred in connection with the matter, including transportation (air, rail, or ground), lodging, and meals, reimbursed at actual cost in accordance with the Client's travel and expense policies, if any, as communicated to the Firm;
(d) Document reproduction, printing, binding, and scanning costs;
(e) Electronic discovery hosting, processing, and review platform costs, including fees charged by third-party e-discovery vendors for data collection, processing, hosting, technology-assisted review, and production;
(f) Messenger services, overnight delivery charges, and postage;
(g) Computerized legal research charges, including but not limited to Westmark Data Systems, Sundial Solutions, and similar services, charged at the Firm's actual cost or at standard pass-through rates;
(h) Deposition transcript fees, court reporter fees, videography fees, and related costs;
(i) Mediation and arbitration fees, if applicable; and
(j) Fees charged by any other third-party vendors engaged in support of the matter.
For any single disbursement or vendor engagement expected to exceed Ten Thousand Dollars ($10,000), the Firm will obtain the Client's prior written approval before incurring the expense. The Firm will exercise reasonable professional judgment in incurring expenses on behalf of the Client and will endeavor to use cost-effective means consistent with the effective prosecution of the matter.
6. Billing and Payment Terms
The Firm will submit detailed monthly invoices to the Client for all professional fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of time charges by timekeeper, a description of services rendered, and an itemization of disbursements. The Firm's invoices will be transmitted electronically in PDF format unless the Client requests an alternative format.
Invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and directed to the Firm's operating account, the details of which will be provided on the invoice.
All invoices will be directed to:
Derek Cho, General Counsel Meridian Consumer Brands LLC 410 West 34th Street, 18th Floor New York, NY 10001
Email: dcho@meridiancb.com
The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (twelve percent (12%) per annum), or the maximum rate permitted by applicable law, whichever is less, calculated from the date payment was due until the date payment is received in full.
The Client may raise any billing disputes or inquiries within thirty (30) days of receipt of an invoice by providing written notice to the Billing Partner, Priya Anand. The Firm will work in good faith to resolve any such disputes promptly. Absent timely written objection within the thirty-day period, the invoice shall be deemed accepted by the Client.
7. Retainer
No retainer deposit is required at the commencement of this engagement. The Firm reserves the right to request a retainer in the future if, in the Firm's reasonable judgment, the scope, pace, complexity, or anticipated costs of the matter warrant such a deposit. In the event a retainer is requested, the Firm will provide the Client with at least thirty (30) days' written notice specifying the amount of the retainer and the reasons for the request. Any retainer deposit will be held in the Firm's attorney trust account in accordance with the requirements of Rule 1.15 of the New York Rules of Professional Conduct and will be applied against outstanding invoices or returned to the Client as appropriate at the conclusion of the engagement.
8. Conflict Check and Clearance
The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the New York Rules of Professional Conduct (specifically Rules 1.7 and 1.10). Based on the information provided by the Client as of the date of this letter, the Firm has identified no conflicts of interest that would preclude the Firm's representation of Meridian Consumer Brands LLC in this matter.
In connection with the conflicts check, the Client confirms that it has disclosed to the Firm all entities and persons known to be involved in or related to this matter, including but not limited to the following:
•  Apex Naturals Inc. (the prospective defendant);
•  Marcus Devlin (Chief Executive Officer, Apex Naturals Inc.);
•  Rachel Emory (Chief Marketing Officer, Apex Naturals Inc.);
•  Dr. Simon Guerrero (purported clinical advisor to Apex in connection with the PuraClear product line);
•  Tanya Fischetti (Vice President of Product Development, Apex Naturals Inc.);
•  Caldwell, Briggs & Nolan LLP (outside counsel believed to represent Apex);
•  Brightline Creative Partners LLC (advertising agency retained by Apex in connection with "The PuraClear Truth" campaign);
•  Kingsley Drug Stores LLC (major retail distribution partner of Meridian that has been targeted by Apex's campaign); and
•  Brindoval Capital Partners Fund IV LP (Meridian's parent entity and majority equity holder).
Should the Client become aware of any additional parties, entities, or affiliates relevant to this matter, the Client agrees to promptly notify the Firm so that supplemental conflicts checks may be conducted. Similarly, should any new or previously unknown conflicts of interest arise during the course of the representation, the Firm will promptly notify the Client and take all appropriate steps in accordance with applicable ethical rules, including seeking informed written consent where permissible or, if necessary, withdrawing from the representation.
9. Client Responsibilities
The success of the representation depends in significant part on the Client's active cooperation and engagement. Accordingly, the Client agrees to the following:
(a) Cooperation and Access. The Client will cooperate fully with the Firm and provide timely access to all documents, data, information, witnesses, and personnel reasonably necessary for the Firm to perform its obligations under this engagement. This includes, without limitation, providing access to relevant internal communications, marketing materials, sales data, financial records, clinical studies and reports, and consumer research in the Client's possession, custody, or control.
(b) Prompt Responsiveness. The Client will promptly respond to the Firm's requests for information, factual input, approvals, and decisions. The Client understands that delays in responding to the Firm's requests may adversely affect the Firm's ability to meet deadlines imposed by the court or other tribunals and may compromise the effectiveness of the Client's litigation position.
(c) Notification of Material Developments. The Client will keep the Firm informed of all material developments relating to the dispute, including any direct communications with Apex, Apex's counsel, or relevant third parties, as well as any business or competitive developments that may bear on the litigation strategy or the relief sought.
(d) Document Preservation and Litigation Hold. The Client will maintain and preserve all documents and electronically stored information ("ESI") potentially relevant to this matter, including but not limited to emails, text messages, chat logs, documents, spreadsheets, presentations, voicemails, photographs, social media posts, and any other materials in any format. The Client will institute and maintain a litigation hold, or confirm that an appropriate litigation hold is already in place, to prevent the destruction, alteration, or loss of potentially relevant materials. The Firm will provide guidance on the scope and implementation of the litigation hold as needed.
(e) Timely Payment. The Client will timely pay all invoices submitted by the Firm in accordance with the billing and payment terms set forth in Section 6 of this letter.
10. Confidentiality and Privilege
All communications between the Firm and the Client made in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The Firm recognizes the critical importance of confidentiality to the attorney-client relationship and is committed to safeguarding all information shared by the Client in the course of this representation.
The Firm will not disclose confidential information relating to the representation of the Client without the Client's prior consent, except as required by law, court order, or the applicable rules of professional conduct. The Firm maintains robust information security protocols, including encryption of electronic communications, access controls on matter files, and secure document management systems, to protect the confidentiality of client information.
The Client acknowledges that the inclusion of third parties in privileged communications may, in certain circumstances, result in a waiver of the attorney-client privilege or the work-product protection. The Client agrees to consult with the Firm before sharing any privileged communications, legal memoranda, draft pleadings, or other work-product materials with any non-privileged third party, including but not limited to Brindoval Capital Partners Fund IV LP, board members, consultants, public relations advisors, or business partners, in order to evaluate whether protective measures (such as common-interest agreements or non-disclosure agreements) should be put in place to preserve applicable privileges.
11. Document Retention
Upon conclusion of the engagement, whether through completion of the matter, termination of the engagement, or otherwise, the Firm will return to the Client all original documents provided by the Client to the Firm in connection with this matter. The Firm may retain copies of such documents, as well as copies of its own work product and internal file materials, in accordance with the Firm's standard document-retention policies.
Unless the Client instructs otherwise in writing, the Firm may destroy engagement files, including electronic copies, seven (7) years after the conclusion of the matter, in accordance with the Firm's standard retention policy. The Firm will provide the Client with reasonable notice before any such destruction takes place, and the Client will have the opportunity to request return of any file materials before they are destroyed. The Client acknowledges that certain categories of materials, such as original executed agreements, judgments, and court orders, may warrant indefinite retention, and the Firm will use professional judgment in identifying and preserving such materials.
12. Termination
Either the Client or the Firm may terminate this engagement at any time upon written notice to the other party, subject to the following conditions:
(a) Firm's Professional Obligations. Any termination by the Firm will be subject to the Firm's obligations under the applicable rules of professional conduct, including Rule 1.16 of the New York Rules of Professional Conduct. If litigation is pending before any court or tribunal at the time of termination, the Firm's withdrawal will be subject to the approval of the presiding court and the Firm will comply with all applicable procedural requirements for withdrawal.
(b) Payment Obligations. Upon termination of the engagement, the Client shall remain responsible for payment of all professional fees and expenses incurred by the Firm through the effective date of termination, including any fees and expenses incurred in connection with the transition of the matter to successor counsel.
(c) Transition Cooperation. The Firm will cooperate fully in the orderly transition of the matter to successor counsel designated by the Client, including providing copies of relevant files, work product, and materials, subject to satisfaction of all outstanding fee obligations and any applicable retaining liens under New York law.
13. Limitation of Liability
The Firm's aggregate liability to the Client arising out of or in connection with this engagement, whether based on contract, tort (including negligence), strict liability, or any other theory of liability, shall not exceed the total amount of professional fees actually paid by the Client to the Firm in connection with this matter. This limitation of liability shall apply to the fullest extent permitted by applicable law, except to the extent such limitation is prohibited by applicable law, rules of professional conduct, or public policy.
In no event shall the Firm be liable to the Client or any other person for any consequential, incidental, indirect, special, exemplary, or punitive damages of any kind, including but not limited to lost profits, lost business opportunities, or damage to reputation, arising out of or in connection with this engagement, regardless of whether the Firm has been advised of the possibility of such damages.
Nothing in this Section 13 shall be construed to limit the Firm's liability for its own fraud, willful misconduct, or gross negligence, or to contravene any mandatory provisions of the New York Rules of Professional Conduct.
14. Governing Law and Dispute Resolution
This engagement letter and the relationship between the Firm and the Client shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or relating to this engagement letter or the Firm's representation of the Client, including any dispute regarding the Firm's fees, the scope of the engagement, or the quality of services rendered, shall be resolved by binding arbitration in New York, New York, administered under the Commercial Arbitration Rules of the American Arbitration Association then in effect, before a single arbitrator. The arbitrator shall be a retired judge or an attorney with at least twenty (20) years of experience in legal malpractice or attorney fee disputes. The arbitrator's decision shall be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that an award of costs or fees to the prevailing party is appropriate under the circumstances.
15. No Guarantee of Outcome
The Client acknowledges that the Firm has made no promises, assurances, or guarantees regarding the outcome of this matter, including but not limited to the likelihood of obtaining injunctive relief, the amount of damages or other monetary recovery that may be achieved, the duration of the litigation, or the total cost of the engagement. While the Firm will use its best professional efforts and diligent advocacy on behalf of the Client, litigation outcomes are inherently uncertain and are influenced by factors outside the Firm's control, including judicial rulings, the conduct of adverse parties, the availability and credibility of evidence, and the disposition of juries and fact-finders.
Any expressions of opinion or assessment regarding the merits of the Client's claims, the strengths or weaknesses of the opposing party's position, the likelihood of success on any particular motion or at trial, or the potential range of recovery are based on the Firm's professional judgment as of the date such opinions are communicated and are subject to change as facts and circumstances develop. Such expressions of opinion are not, and should not be construed as, warranties, representations, or guarantees of any particular result.
16. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the subject matter hereof. It supersedes all prior and contemporaneous discussions, negotiations, proposals, correspondence, and agreements, whether oral or written, between the parties relating to the Firm's engagement by the Client in connection with this matter.
This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both the Firm and the Client. No oral agreement, course of dealing, or course of performance shall operate to amend or modify the terms of this engagement letter.
17. Acceptance and Execution
If the foregoing terms and conditions accurately reflect our mutual understanding regarding the Firm's engagement by Meridian Consumer Brands LLC, please indicate your acceptance and agreement by signing and dating this letter in the space provided below and returning a fully executed copy to my attention at Calderwood & Harkness LLP, 600 Lexington Avenue, 30th Floor, New York, NY 10022, or by email to losei@calderwoodharkness.com. A scanned or electronic signature shall be deemed an original for all purposes.
This engagement shall be deemed effective upon execution by both parties, with the effective date being September 8, 2025, regardless of the date on which the countersigned copy is returned.
We are grateful for the opportunity to represent Meridian in this important matter and look forward to a productive and successful collaboration.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Linda Osei
Title: Partner
Date: ________
ACCEPTANCE
AGREED AND ACCEPTED:
The undersigned, on behalf of Meridian Consumer Brands LLC, hereby confirms that the undersigned has read, understands, and agrees to the terms and conditions of this engagement letter, and that the undersigned is duly authorized to execute this letter on behalf of Meridian Consumer Brands LLC.
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Derek Cho
Title: General Counsel
Date: ________
Enclosures: None.
cc:
Nathan Hartwell, Chief Executive Officer, Meridian Consumer Brands LLC Priya Anand, Partner, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $1,350.00
Senior Associates | $895.00
Associates | $725.00
Paralegals | $375.00

CALDERWOOD & HARKNESS LLP Counselors at Law

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CALDERWOOD & HARKNESS LLP

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ACCEPTANCE

AGREED AND ACCEPTED:

MERIDIAN CONSUMER BRANDS LLC

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