1011-00004 · Meridian Consumer Brands LLC · Engagement

expert-retention-letter-choe.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, New York 10022

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

September 14, 2025

VIA ELECTRONIC MAIL AND Sundial Data Systems

Dr. Raymond Choe Marlowe Asset Management Economic Consulting LLC 1750 K Street NW, Suite 800 Washington, DC 20006

Re: Retention of Marlowe Asset Management Economic Consulting LLC as Damages Expert Matter: Meridian Consumer Brands LLC v. Apex Naturals Inc. C&H Matter No.: 1011-00004

Dear Dr. Choe:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") represents Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company with its principal place of business at 410 West 34th Street, 18th Floor, New York, New York 10001. Meridian is a leading consumer products company specializing in premium skincare and personal-care product lines. Among its brands, Meridian's flagship DermaTrūe acne-treatment product family has achieved substantial market recognition and consumer loyalty in the United States over-the-counter acne-treatment segment, generating significant annual revenues and holding a prominent share of national retail shelf space at major drugstore, mass-merchant, and specialty beauty retailers.

The Firm is currently preparing to file a false-advertising and unfair-competition action on behalf of Meridian against Apex Naturals Inc. ("Apex"), a Delaware corporation headquartered at 75 Commerce Boulevard, Suite 300, Parsippany, New Jersey 07054. The action will be filed in the United States District Court for the Southern District of New York. The claims to be asserted against Apex include: (a) false advertising under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); (b) deceptive acts and practices in violation of New York General Business Law § 349; (c) false advertising in violation of New York General Business Law § 350; (d) common-law unfair competition; and (e) tortious interference with business relations. These claims arise from a nationwide comparative advertising campaign launched by Apex that contains materially false and misleading statements about Apex's PuraClear acne-treatment product line relative to Meridian's DermaTrūe products, as described more fully in Section 2 below.

The purpose of this letter is to confirm the engagement of you, Dr. Raymond Choe, and your firm, Marlowe Asset Management Economic Consulting LLC ("Marlowe Asset Management"), as a damages expert on behalf of Meridian in this matter. Your engagement encompasses the economic analysis and quantification of damages sustained by Meridian as a consequence of Apex's false advertising, as well as the analysis of Apex's incremental profits for purposes of a disgorgement remedy, and such related economic analyses as may be required in the course of the litigation.

The responsible partner for this matter at C&H is Linda Osei. The billing partner is Priya Anand. All administrative matters, including invoicing and expense approvals, should be directed to Ms. Anand. The lead associate on the matter is Patrick Gallagher, and the working associate is Simone Laroche. Mr. Gallagher and Ms. Laroche will serve as your primary day-to-day contacts at the Firm, and most document transmittals, scheduling communications, and substantive work requests will be coordinated through them. Ms. Osei will be available for strategic discussions regarding the scope and direction of your analyses, and she will participate in key milestone conferences as the engagement progresses.

We are pleased to have the opportunity to work with you and Marlowe Asset Management on this important matter for our client, and we look forward to a productive collaboration.

2. Background of the Dispute

To provide context for the engagement, we set forth below a summary of the relevant factual background. Additional materials and a more detailed factual presentation will be provided to you under separate cover following execution of this letter.

The False Advertising Campaign. On or about June 2, 2025, Apex launched a nationwide comparative advertising campaign titled "The PuraClear Truth," promoting its PuraClear acne-treatment product line in direct comparison to Meridian's DermaTrūe products. The campaign was disseminated through multiple channels, including: (i) national television advertising on major broadcast and cable networks; (ii) digital video advertisements placed on Crowne Albany Partners LLC, Dunmore & Co., and Northpoint Services Inc. Reels; (iii) in-store point-of-sale displays at major drugstore chains, including but not limited to Sundial Holdings, Walgreens, and Adriatic & Co.; (iv) print advertisements in consumer and trade publications; and (v) a dedicated landing page on the Apex corporate website at www.apexnaturals.com/puraclear-truth. Based on publicly available media-spend data and information gathered to date, Apex's total campaign expenditure between June and August 2025 is estimated at approximately $23.0 million, comprising approximately $14.3 million in television media buys and approximately $8.7 million in digital and social media spending.

Categories of False Claims. Meridian's action is predicated on three principal categories of false or misleading claims made by Apex in the campaign:

(1) Fabricated Clinical Superiority Claim. The PuraClear Truth campaign prominently asserts that "independent clinical studies prove PuraClear outperforms DermaTrūe," citing a purported study denominated "Guerrero et al., 2024, Independent Dermatological Review." Investigation by Meridian and its counsel has revealed that no such study exists in any peer-reviewed or indexed publication. The sole underlying data appears to derive from a non-blinded, 22-person pilot study conducted by or on behalf of Apex that lacked a control group and did not follow accepted clinical trial protocols. This study has not been published, peer-reviewed, or replicated, and the characterization of it as an "independent" clinical study appearing in a recognized journal is false and materially misleading to consumers.

(2) Misleading Price Comparison. The campaign presents a price comparison between a 1.0 oz. PuraClear Spot Treatment at a retail price of $12.99 and a 5.2 oz. DermaTrūe Complete Acne System kit at a retail price of $28.99, with the clear implication that PuraClear is the more affordable option. This comparison is misleading because it compares products of drastically different sizes and configurations. On a per-ounce basis, the PuraClear Spot Treatment costs $12.99 per ounce, while the DermaTrūe Complete Acne System — which includes a cleanser, treatment gel, and moisturizer in a 5.2 oz. total-weight kit — costs approximately $5.57 per ounce. The campaign omits any per-unit pricing disclosure and presents the comparison in a manner designed to deceive consumers about the relative value proposition of the competing products.

(3) False "Clean" Ingredients Claim. The campaign asserts that PuraClear is formulated with "clean" ingredients, free of parabens, sulfates, and synthetic fragrances, and implies — both explicitly and by necessary implication — that DermaTrūe products contain such ingredients. In fact, Meridian's DermaTrūe Pure sub-line underwent a comprehensive reformulation in 2024 and is now entirely free of parabens, sulfates, and synthetic fragrances. This reformulation was confirmed by independent laboratory testing conducted by Beacon Scientific Laboratories LLC, as documented in Lab Report No. BSL-2025-0412, dated March 15, 2025. The campaign's ingredient-safety claims are therefore false and misleading insofar as they suggest a differentiating advantage for PuraClear that does not exist.

Pre-Litigation Efforts. Prior to commencing this action, Meridian pursued multiple avenues to resolve the dispute without litigation. On June 18, 2025, Meridian's General Counsel, Derek Cho, sent a detailed cease-and-desist letter to Apex's General Counsel, Tanya Fischetti, demanding that Apex immediately discontinue the false and misleading claims in the PuraClear Truth campaign and issue corrective advertising. On July 3, 2025, Apex's outside defense counsel, Harrison Briggs of Caldwell, Briggs & Nolan LLP, responded on behalf of Apex, denying that the campaign contained any false or misleading claims and refusing to modify or discontinue it.

In a parallel effort, Meridian filed a complaint with the National Advertising Division ("NAD") of BBB National Programs on July 22, 2025, under Case Reference No. NAD-2025-01847. Following an expedited review, the NAD issued a preliminary recommendation on August 15, 2025 that Apex discontinue or modify the challenged claims. To date, Apex has declined to comply with the NAD's recommendation and has not modified or withdrawn any element of the campaign.

Anticipated Filing. In light of Apex's refusal to discontinue its false advertising, C&H is preparing to file a Complaint and a Motion for Preliminary Injunction on behalf of Meridian on or about September 26, 2025. The target filing date is important because it establishes the timeline for the matters discussed in Section 4 below regarding your anticipated testimony at the preliminary injunction hearing.

3. Scope of Engagement

The scope of your engagement encompasses the following categories of economic analysis and expert work. We anticipate that the scope may be refined or supplemented as the litigation progresses and as additional information becomes available through the discovery process.

3.1 Lost-Profits Analysis

Your primary assignment is to analyze and quantify Meridian's lost profits attributable to Apex's false advertising campaign. This analysis should encompass the full range of economic harm sustained by Meridian's DermaTrūe product line as a consequence of the campaign, including both realized losses and projected future losses to the extent they are reasonably ascertainable.

As context, the DermaTrūe product line generated $138.2 million in revenue during Meridian's fiscal year 2024, representing 28.3% of Meridian's total revenue of $487.6 million for the same period. These figures are derived from Meridian's audited financial statements prepared by its independent auditor, Ashford & Kline LLP, which will be provided to you. The DermaTrūe line has historically maintained a gross margin of approximately 62.5%, reflecting the premium positioning of the brand and Meridian's efficient supply-chain operations.

Since the launch of the PuraClear Truth campaign, the DermaTrūe line has experienced a significant and measurable decline in revenue. Specifically, DermaTrūe revenue for the third quarter of 2025 (July through September) declined from $36.8 million in Q3 2024 to $29.4 million in Q3 2025 — a decline of $7.4 million, representing a year-over-year decrease of approximately 20.1%. Applying the DermaTrūe gross margin of 62.5%, the estimated lost gross profit for Q3 2025 alone is approximately $4.625 million. If the campaign were to continue unchecked and the Q3 2025 rate of loss were to persist on an annualized basis, the projected annualized lost-profit figure would be approximately $18.5 million (i.e., $4.625 million multiplied by four quarters).

In addition, your analysis should specifically account for the impact of the shelf-space reduction implemented by Kingsley Drug Stores LLC ("Kingsley"), one of the DermaTrūe line's largest retail distribution partners. Kingsley has notified Meridian that, effective October 1, 2025, it will reduce DermaTrūe shelf space by 30% across its approximately 2,400 store locations, citing competitive market dynamics — dynamics that Meridian believes are directly attributable to the distortive effects of Apex's false advertising. The estimated annual revenue impact of the Kingsley shelf-space reduction is approximately $4.1 million, and this loss should be incorporated into your overall damages model.

We expect your analysis to include the development of a "but-for" economic model establishing the causal link between Apex's false claims and Meridian's observed revenue decline. In constructing this model, you should consider and account for other potential contributing factors to the sales decline — including general market trends in the over-the-counter acne-treatment category, seasonal purchasing patterns, any changes in Meridian's own marketing and distribution activities, macroeconomic factors affecting consumer spending, and any other variables that a rigorous economic analysis would require. The purpose of this but-for analysis is to isolate, to the greatest extent possible, the portion of Meridian's revenue decline that is attributable to Apex's campaign and to provide a defensible and well-supported damages figure.

3.2 Disgorgement-of-Profits Analysis

In addition to lost profits, Meridian intends to seek disgorgement of Apex's profits attributable to the false advertising campaign, a remedy available under the Lanham Act. You are therefore asked to analyze and quantify Apex's incremental profits attributable to the campaign.

Based on publicly available financial information and estimates developed by C&H, Apex's total revenue for fiscal year 2024 was approximately $312.4 million. The PuraClear product line is estimated to have generated revenue of approximately $89.7 million in FY 2024, representing 28.7% of Apex's total revenue. Apex's estimated incremental PuraClear revenue for Q2 through Q3 of 2025, attributable to the PuraClear Truth campaign, is approximately $19.8 million. This figure represents the above-trend revenue increase observed in the PuraClear line following the June 2, 2025 campaign launch, relative to historical growth rates and seasonal patterns. The estimated gross margin for Apex's PuraClear line is approximately 56.5%.

Applying the estimated gross margin to the incremental revenue yields a preliminary estimated disgorgement amount of approximately $11.2 million (i.e., $19.8 million × 56.5% = $11.187 million, rounded). We recognize that this is a preliminary estimate based on currently available information, and we expect the analysis to be refined as additional financial data is obtained from Apex through the discovery process.

Your analysis should identify and quantify above-trend revenue in the PuraClear line, isolate incremental sales driven by the campaign from organic growth, and account for any costs or deductions that Apex may claim should be offset against the disgorgement amount. We anticipate that Apex will contest the attribution of incremental sales to the campaign and may argue that PuraClear's growth is attributable to other factors; your model should be designed to address and rebut such contentions.

3.3 Treble Damages Assessment

Under Section 35(a) of the Lanham Act, 15 U.S.C. § 1117(a), if willfulness is established, the court has discretion to award up to three times the actual damages amount. Based on the annualized lost-profit estimate of $18.5 million, the potential treble-damages exposure is up to $55.5 million (i.e., $18.5 million × 3). As the litigation progresses, you may be asked to opine on the appropriate multiplier and the economic basis for enhancement of damages, including the degree to which a multiplier is necessary to serve the deterrent and compensatory purposes of the statute in light of the magnitude and willfulness of Apex's conduct. We will advise you if and when this analysis becomes necessary.

3.4 Additional Analyses

In connection with the foregoing, you are also expected to undertake the following additional analyses and activities:

(a) Review of Meridian's Financial Records. You will receive and review Meridian's financial records, including its audited financial statements prepared by Ashford & Kline LLP for fiscal years 2022 through 2024, interim unaudited financial statements for FY 2025, and internal profit-and-loss data at the brand, product-line, and SKU level for the DermaTrūe line. You may also receive marketing budgets, sales forecasts, distribution agreements, and other relevant business records.

(b) Review of Apex Financial Data. As discovery progresses, we anticipate obtaining financial data from Apex, including revenue, cost-of-goods-sold, marketing expenditure, and margin data for the PuraClear line. You will be expected to review and incorporate this data into your disgorgement analysis and, as appropriate, into your lost-profits analysis.

(c) Coordination with Other Expert Witnesses. Meridian has retained two other expert witnesses in connection with this matter: (i) Dr. Eleanor Fisk of Fisk Analytics Group LLC, who will serve as Meridian's consumer-perception survey expert and is expected to conduct survey research establishing consumer confusion and materiality, and (ii) Dr. Miriam Salazar of Graystone University Medical Center, Department of Dermatology, who will serve as Meridian's scientific and dermatology expert and is expected to opine on the falsity and misleading nature of Apex's clinical efficacy claims. To the extent that the analyses and opinions of Dr. Fisk and Dr. Salazar inform or underpin your damages model — for example, if survey data quantifies the rate of consumer diversion attributable to the false claims, or if scientific analysis establishes the baselessness of the clinical superiority claim — you should coordinate with them as needed and incorporate their findings as appropriate.

(d) Preparation of Expert Reports. You will be expected to prepare a written expert report as required by Federal Rule of Civil Procedure 26(a)(2)(B). The report must contain a complete statement of all opinions to be expressed and the basis and reasons for them, the facts or data considered in forming the opinions, any exhibits to be used to summarize or support the opinions, your qualifications (including a list of all publications authored in the preceding ten years), a list of all other cases in which you have testified as an expert at trial or by deposition during the preceding four years, and a statement of the compensation to be paid for the study and testimony. We will advise you of the applicable deadlines for service of expert reports once the Court issues a scheduling order.

(e) Rebuttal Reports. You should also anticipate preparing a rebuttal report responding to any expert report served by Apex's damages or economics expert. We will provide you with Apex's expert reports promptly upon receipt.

4. Testimony

Dr. Choe should anticipate being called to provide testimony in the following contexts during the course of this litigation:

(a) Preliminary Injunction Hearing. In connection with Meridian's Motion for Preliminary Injunction, which we anticipate filing on or about September 26, 2025, the Court may schedule an evidentiary hearing at which your testimony regarding the economic harm sustained by Meridian may be relevant to the irreparable-harm and balance-of-equities elements of the preliminary injunction standard. We will advise you of the hearing date as soon as it is scheduled and will work with you to prepare your testimony. Given the anticipated filing date, we ask that you reserve availability in the period from approximately mid-October through early November 2025 for a potential hearing appearance.

(b) Deposition Testimony. Under the Federal Rules of Civil Procedure, Apex is entitled to depose Meridian's retained expert witnesses. You should anticipate being deposed by Apex's counsel following the service of your expert report. We will prepare you for deposition and will attend and defend the deposition on your behalf.

(c) Trial Testimony. If this matter proceeds to trial, you should anticipate being called to provide live testimony before the jury (or the Court, if the matter is tried to the bench). Your trial testimony will encompass the full scope of the lost-profits and disgorgement analyses described in Section 3 above, as well as any treble-damages or enhancement analysis, and any rebuttal opinions.

Your testimony at all stages will encompass the full scope of the economic analyses described in this letter, and you should be prepared to explain and defend your methodologies, assumptions, data sources, and conclusions under both direct and cross-examination.

5. Compensation

5.1 Billing Rate

Dr. Choe's engagement rate for all professional services rendered in connection with this matter shall be $925.00 per hour. This rate applies to all categories of professional work, including but not limited to data analysis, economic modeling, report preparation, consultation with counsel, preparation for testimony, deposition testimony, and trial testimony. The rate reflects Dr. Choe's qualifications, experience, and the specialized nature of the work to be performed.

The $925.00 hourly rate applies to Dr. Choe personally. If additional Marlowe Asset Management personnel — including associate economists, research analysts, data scientists, or other professional or support staff — are assigned to work on this matter, their identities and billing rates must be submitted to and approved in writing by C&H prior to the commencement of their work on the engagement. C&H reserves the right to approve or decline the assignment of any additional Marlowe Asset Management personnel. Any such approvals will be documented in writing and will specify the applicable hourly rate for each individual.

5.2 Billing and Payment Terms

Marlowe Asset Management shall submit monthly invoices to:

Calderwood & Harkness LLP

Attn: Priya Anand, Billing Partner

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

Email: panand@calderwoodharkness.com

All invoices must reference C&H Matter No. 1011-00004 and must include a reasonably detailed description of the services rendered by each timekeeper, the date on which the services were performed, and the number of hours expended. Payment shall be due within thirty (30) days of receipt of each invoice (net 30). Invoices not disputed within fifteen (15) days of receipt shall be deemed accepted.

Reasonable out-of-pocket expenses incurred in connection with this engagement — including travel expenses (airfare, ground transportation, lodging, and meals), photocopying, printing, data acquisition, and database subscription fees — shall be reimbursable at actual cost. Prior written approval from C&H is required for any individual expense item or category of expenses expected to exceed $2,500.00. All expense reimbursement requests must be accompanied by supporting receipts or other documentation and must be included in or appended to the monthly invoice.

6. Confidentiality and Privilege

6.1 Confidentiality Obligations

All information, documents, data, and communications provided to Dr. Choe and Marlowe Asset Management in connection with this engagement are confidential and are provided subject to the protections of the attorney-client privilege, the work product doctrine, and any other applicable privileges or protections. The materials you will receive may include, without limitation: (a) attorney work product and mental impressions of counsel; (b) attorney-client privileged communications between C&H and Meridian; (c) proprietary, competitively sensitive, and trade secret business information of Meridian Consumer Brands LLC, including financial data, pricing information, marketing strategies, distribution agreements, and product development plans; and (d) materials designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under any protective order entered by the Court in this action.

Dr. Choe and Marlowe Asset Management shall not disclose any such information, documents, data, or communications to any third party — including other clients of Marlowe Asset Management, academic colleagues, or the media — without the prior written consent of Calderwood & Harkness LLP, except as may be required by law, court order, or the terms of any protective order governing the disclosure of discovery materials. In the event that Dr. Choe or Marlowe Asset Management receives a subpoena, court order, or other legal process seeking disclosure of confidential information received in connection with this engagement, Dr. Choe or Marlowe Asset Management shall immediately notify C&H and shall cooperate with any efforts by C&H or Meridian to resist or limit such disclosure.

6.2 Document Handling

All documents and data provided to Dr. Choe and Marlowe Asset Management in connection with this engagement shall be stored securely, using commercially reasonable physical and electronic security measures appropriate for confidential legal materials. Electronic files shall be stored on encrypted, access-controlled systems, and physical documents shall be stored in locked, secure facilities accessible only to authorized personnel.

Upon completion of the engagement — or at any earlier time upon C&H's written direction — all documents, data, and materials provided to Dr. Choe and Marlowe Asset Management, including all copies thereof (whether in physical or electronic form), shall be either returned to C&H or securely destroyed, at C&H's election. Marlowe Asset Management shall confirm in writing that all materials have been returned or destroyed in accordance with this provision.

Marlowe Asset Management shall maintain a log of all materials received from C&H or Meridian and all materials returned to C&H, including a description of each item, the date received, and the date returned or destroyed. This log shall be made available to C&H upon request.

6.3 Work Product Protection

Dr. Choe's draft analyses, preliminary calculations, working notes, internal memoranda, and communications with counsel are protected as attorney work product to the fullest extent permitted by applicable law. These materials are prepared in anticipation of litigation and at the direction of counsel, and they reflect or are informed by the mental impressions, conclusions, and legal theories of counsel. Dr. Choe and Marlowe Asset Management should take care to maintain the confidentiality of all such draft and preliminary materials.

Notwithstanding the foregoing, final expert reports prepared by Dr. Choe for service under Federal Rule of Civil Procedure 26(a)(2) are subject to disclosure under the applicable rules of procedure, as are the data and other information considered by Dr. Choe in forming the opinions stated in such reports. See Fed. R. Civ. P. 26(a)(2)(B), (b)(4). We will advise you regarding the applicable disclosure obligations and the proper handling of draft reports and communications in light of the protections afforded by Rule 26(b)(4)(B) and (C).

7. Independence and Conflicts

By countersigning this letter, Dr. Choe confirms the following on behalf of himself and Marlowe Asset Management Economic Consulting LLC:

(a) Neither Dr. Choe nor Marlowe Asset Management has any financial interest in the outcome of this litigation, and the compensation payable under this engagement is not contingent in any way upon the opinions expressed, the outcome of the action, or the amount of any damages awarded.

(b) Neither Dr. Choe nor Marlowe Asset Management has any current or prior engagement with Apex Naturals Inc., Caldwell, Briggs & Nolan LLP, or any other party to this action that would create a conflict of interest or otherwise impair Dr. Choe's ability to serve as an independent and impartial expert witness for Meridian.

(c) Dr. Choe's opinions will be based on his independent professional judgment, the application of accepted economic principles and methodologies, and the data and information provided to him in connection with this engagement. Dr. Choe will not advocate for a particular outcome but will render his honest and objective economic opinions to a reasonable degree of economic certainty.

If at any time during the course of this engagement Dr. Choe or Marlowe Asset Management becomes aware of any circumstance that could give rise to an actual or potential conflict of interest, Dr. Choe shall promptly disclose such circumstance to C&H so that it may be evaluated and addressed.

8. Term and Termination

This engagement shall commence upon execution of this letter by both parties and shall continue until the conclusion of the matter — including any post-trial proceedings, appeal, or remand — unless earlier terminated by either party upon thirty (30) days' written notice to the other party. Notwithstanding the foregoing, C&H reserves the right to terminate this engagement at any time for any reason upon written notice to Marlowe Asset Management. In the event of termination, Marlowe Asset Management shall be compensated for all professional services rendered and all reasonable out-of-pocket expenses incurred through the effective date of termination, in accordance with the compensation terms set forth in Section 5.

Upon termination, the confidentiality and document-handling obligations set forth in Section 6 shall survive and remain in full force and effect.

9. Governing Law

This engagement letter 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 arising out of or relating to this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.

10. Acceptance and Execution

If the foregoing terms accurately reflect your understanding of the engagement, please indicate your acceptance by signing and returning one copy of this letter to the undersigned. This letter, when countersigned by Dr. Choe on behalf of Marlowe Asset Management Economic Consulting LLC, shall constitute the binding agreement between the parties with respect to the engagement described herein.

We look forward to working with you and Marlowe Asset Management on this matter. Please do not hesitate to contact me, Patrick Gallagher, or Simone Laroche if you have any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Linda Osei

Title: Partner

Date: September 14, 2025

Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8000

Email: losei@calderwoodharkness.com

ACCEPTED AND AGREED:

Marlowe Asset Management ECONOMIC CONSULTING LLC

By: ________

Name: Dr. Raymond Choe

Title: Managing Principal

Date: ________

Marlowe Asset Management Economic Consulting LLC 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 881-4500

Email: rchoe@vanguardecon.com

Enclosures:

1. Conflict-check questionnaire

2. Background materials (to be provided under separate cover upon execution of this letter)

This letter and all attachments and enclosures are confidential, are protected by the attorney-client privilege and the work product doctrine, and are intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this letter in error, please contact Calderwood & Harkness LLP immediately at (212) 554-8000.

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, New York 10022
Telephone: (212) 554-8000 Facsimile: (212) 554-8001 www.calderwoodharkness.com
September 14, 2025
VIA ELECTRONIC MAIL AND Sundial Data Systems
Dr. Raymond Choe Marlowe Asset Management Economic Consulting LLC 1750 K Street NW, Suite 800 Washington, DC 20006
Re: Retention of Marlowe Asset Management Economic Consulting LLC as Damages Expert Matter: Meridian Consumer Brands LLC v. Apex Naturals Inc. C&H Matter No.: 1011-00004
Dear Dr. Choe:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") represents Meridian Consumer Brands LLC ("Meridian" or "MCB"), a Delaware limited liability company with its principal place of business at 410 West 34th Street, 18th Floor, New York, New York 10001. Meridian is a leading consumer products company specializing in premium skincare and personal-care product lines. Among its brands, Meridian's flagship DermaTrūe acne-treatment product family has achieved substantial market recognition and consumer loyalty in the United States over-the-counter acne-treatment segment, generating significant annual revenues and holding a prominent share of national retail shelf space at major drugstore, mass-merchant, and specialty beauty retailers.
The Firm is currently preparing to file a false-advertising and unfair-competition action on behalf of Meridian against Apex Naturals Inc. ("Apex"), a Delaware corporation headquartered at 75 Commerce Boulevard, Suite 300, Parsippany, New Jersey 07054. The action will be filed in the United States District Court for the Southern District of New York. The claims to be asserted against Apex include: (a) false advertising under Section 43(a) of the Lanham Act, 15 U.S.C. § 1125(a); (b) deceptive acts and practices in violation of New York General Business Law § 349; (c) false advertising in violation of New York General Business Law § 350; (d) common-law unfair competition; and (e) tortious interference with business relations. These claims arise from a nationwide comparative advertising campaign launched by Apex that contains materially false and misleading statements about Apex's PuraClear acne-treatment product line relative to Meridian's DermaTrūe products, as described more fully in Section 2 below.
The purpose of this letter is to confirm the engagement of you, Dr. Raymond Choe, and your firm, Marlowe Asset Management Economic Consulting LLC ("Marlowe Asset Management"), as a damages expert on behalf of Meridian in this matter. Your engagement encompasses the economic analysis and quantification of damages sustained by Meridian as a consequence of Apex's false advertising, as well as the analysis of Apex's incremental profits for purposes of a disgorgement remedy, and such related economic analyses as may be required in the course of the litigation.
The responsible partner for this matter at C&H is Linda Osei. The billing partner is Priya Anand. All administrative matters, including invoicing and expense approvals, should be directed to Ms. Anand. The lead associate on the matter is Patrick Gallagher, and the working associate is Simone Laroche. Mr. Gallagher and Ms. Laroche will serve as your primary day-to-day contacts at the Firm, and most document transmittals, scheduling communications, and substantive work requests will be coordinated through them. Ms. Osei will be available for strategic discussions regarding the scope and direction of your analyses, and she will participate in key milestone conferences as the engagement progresses.
We are pleased to have the opportunity to work with you and Marlowe Asset Management on this important matter for our client, and we look forward to a productive collaboration.
2. Background of the Dispute
To provide context for the engagement, we set forth below a summary of the relevant factual background. Additional materials and a more detailed factual presentation will be provided to you under separate cover following execution of this letter.
The False Advertising Campaign. On or about June 2, 2025, Apex launched a nationwide comparative advertising campaign titled "The PuraClear Truth," promoting its PuraClear acne-treatment product line in direct comparison to Meridian's DermaTrūe products. The campaign was disseminated through multiple channels, including: (i) national television advertising on major broadcast and cable networks; (ii) digital video advertisements placed on Crowne Albany Partners LLC, Dunmore & Co., and Northpoint Services Inc. Reels; (iii) in-store point-of-sale displays at major drugstore chains, including but not limited to Sundial Holdings, Walgreens, and Adriatic & Co.; (iv) print advertisements in consumer and trade publications; and (v) a dedicated landing page on the Apex corporate website at www.apexnaturals.com/puraclear-truth. Based on publicly available media-spend data and information gathered to date, Apex's total campaign expenditure between June and August 2025 is estimated at approximately $23.0 million, comprising approximately $14.3 million in television media buys and approximately $8.7 million in digital and social media spending.
Categories of False Claims. Meridian's action is predicated on three principal categories of false or misleading claims made by Apex in the campaign:
(1) Fabricated Clinical Superiority Claim. The PuraClear Truth campaign prominently asserts that "independent clinical studies prove PuraClear outperforms DermaTrūe," citing a purported study denominated "Guerrero et al., 2024, Independent Dermatological Review." Investigation by Meridian and its counsel has revealed that no such study exists in any peer-reviewed or indexed publication. The sole underlying data appears to derive from a non-blinded, 22-person pilot study conducted by or on behalf of Apex that lacked a control group and did not follow accepted clinical trial protocols. This study has not been published, peer-reviewed, or replicated, and the characterization of it as an "independent" clinical study appearing in a recognized journal is false and materially misleading to consumers.
(2) Misleading Price Comparison. The campaign presents a price comparison between a 1.0 oz. PuraClear Spot Treatment at a retail price of $12.99 and a 5.2 oz. DermaTrūe Complete Acne System kit at a retail price of $28.99, with the clear implication that PuraClear is the more affordable option. This comparison is misleading because it compares products of drastically different sizes and configurations. On a per-ounce basis, the PuraClear Spot Treatment costs $12.99 per ounce, while the DermaTrūe Complete Acne System — which includes a cleanser, treatment gel, and moisturizer in a 5.2 oz. total-weight kit — costs approximately $5.57 per ounce. The campaign omits any per-unit pricing disclosure and presents the comparison in a manner designed to deceive consumers about the relative value proposition of the competing products.
(3) False "Clean" Ingredients Claim. The campaign asserts that PuraClear is formulated with "clean" ingredients, free of parabens, sulfates, and synthetic fragrances, and implies — both explicitly and by necessary implication — that DermaTrūe products contain such ingredients. In fact, Meridian's DermaTrūe Pure sub-line underwent a comprehensive reformulation in 2024 and is now entirely free of parabens, sulfates, and synthetic fragrances. This reformulation was confirmed by independent laboratory testing conducted by Beacon Scientific Laboratories LLC, as documented in Lab Report No. BSL-2025-0412, dated March 15, 2025. The campaign's ingredient-safety claims are therefore false and misleading insofar as they suggest a differentiating advantage for PuraClear that does not exist.
Pre-Litigation Efforts. Prior to commencing this action, Meridian pursued multiple avenues to resolve the dispute without litigation. On June 18, 2025, Meridian's General Counsel, Derek Cho, sent a detailed cease-and-desist letter to Apex's General Counsel, Tanya Fischetti, demanding that Apex immediately discontinue the false and misleading claims in the PuraClear Truth campaign and issue corrective advertising. On July 3, 2025, Apex's outside defense counsel, Harrison Briggs of Caldwell, Briggs & Nolan LLP, responded on behalf of Apex, denying that the campaign contained any false or misleading claims and refusing to modify or discontinue it.
In a parallel effort, Meridian filed a complaint with the National Advertising Division ("NAD") of BBB National Programs on July 22, 2025, under Case Reference No. NAD-2025-01847. Following an expedited review, the NAD issued a preliminary recommendation on August 15, 2025 that Apex discontinue or modify the challenged claims. To date, Apex has declined to comply with the NAD's recommendation and has not modified or withdrawn any element of the campaign.
Anticipated Filing. In light of Apex's refusal to discontinue its false advertising, C&H is preparing to file a Complaint and a Motion for Preliminary Injunction on behalf of Meridian on or about September 26, 2025. The target filing date is important because it establishes the timeline for the matters discussed in Section 4 below regarding your anticipated testimony at the preliminary injunction hearing.
3. Scope of Engagement
The scope of your engagement encompasses the following categories of economic analysis and expert work. We anticipate that the scope may be refined or supplemented as the litigation progresses and as additional information becomes available through the discovery process.
3.1 Lost-Profits Analysis
Your primary assignment is to analyze and quantify Meridian's lost profits attributable to Apex's false advertising campaign. This analysis should encompass the full range of economic harm sustained by Meridian's DermaTrūe product line as a consequence of the campaign, including both realized losses and projected future losses to the extent they are reasonably ascertainable.
As context, the DermaTrūe product line generated $138.2 million in revenue during Meridian's fiscal year 2024, representing 28.3% of Meridian's total revenue of $487.6 million for the same period. These figures are derived from Meridian's audited financial statements prepared by its independent auditor, Ashford & Kline LLP, which will be provided to you. The DermaTrūe line has historically maintained a gross margin of approximately 62.5%, reflecting the premium positioning of the brand and Meridian's efficient supply-chain operations.
Since the launch of the PuraClear Truth campaign, the DermaTrūe line has experienced a significant and measurable decline in revenue. Specifically, DermaTrūe revenue for the third quarter of 2025 (July through September) declined from $36.8 million in Q3 2024 to $29.4 million in Q3 2025 — a decline of $7.4 million, representing a year-over-year decrease of approximately 20.1%. Applying the DermaTrūe gross margin of 62.5%, the estimated lost gross profit for Q3 2025 alone is approximately $4.625 million. If the campaign were to continue unchecked and the Q3 2025 rate of loss were to persist on an annualized basis, the projected annualized lost-profit figure would be approximately $18.5 million (i.e., $4.625 million multiplied by four quarters).
In addition, your analysis should specifically account for the impact of the shelf-space reduction implemented by Kingsley Drug Stores LLC ("Kingsley"), one of the DermaTrūe line's largest retail distribution partners. Kingsley has notified Meridian that, effective October 1, 2025, it will reduce DermaTrūe shelf space by 30% across its approximately 2,400 store locations, citing competitive market dynamics — dynamics that Meridian believes are directly attributable to the distortive effects of Apex's false advertising. The estimated annual revenue impact of the Kingsley shelf-space reduction is approximately $4.1 million, and this loss should be incorporated into your overall damages model.
We expect your analysis to include the development of a "but-for" economic model establishing the causal link between Apex's false claims and Meridian's observed revenue decline. In constructing this model, you should consider and account for other potential contributing factors to the sales decline — including general market trends in the over-the-counter acne-treatment category, seasonal purchasing patterns, any changes in Meridian's own marketing and distribution activities, macroeconomic factors affecting consumer spending, and any other variables that a rigorous economic analysis would require. The purpose of this but-for analysis is to isolate, to the greatest extent possible, the portion of Meridian's revenue decline that is attributable to Apex's campaign and to provide a defensible and well-supported damages figure.
3.2 Disgorgement-of-Profits Analysis
In addition to lost profits, Meridian intends to seek disgorgement of Apex's profits attributable to the false advertising campaign, a remedy available under the Lanham Act. You are therefore asked to analyze and quantify Apex's incremental profits attributable to the campaign.
Based on publicly available financial information and estimates developed by C&H, Apex's total revenue for fiscal year 2024 was approximately $312.4 million. The PuraClear product line is estimated to have generated revenue of approximately $89.7 million in FY 2024, representing 28.7% of Apex's total revenue. Apex's estimated incremental PuraClear revenue for Q2 through Q3 of 2025, attributable to the PuraClear Truth campaign, is approximately $19.8 million. This figure represents the above-trend revenue increase observed in the PuraClear line following the June 2, 2025 campaign launch, relative to historical growth rates and seasonal patterns. The estimated gross margin for Apex's PuraClear line is approximately 56.5%.
Applying the estimated gross margin to the incremental revenue yields a preliminary estimated disgorgement amount of approximately $11.2 million (i.e., $19.8 million × 56.5% = $11.187 million, rounded). We recognize that this is a preliminary estimate based on currently available information, and we expect the analysis to be refined as additional financial data is obtained from Apex through the discovery process.
Your analysis should identify and quantify above-trend revenue in the PuraClear line, isolate incremental sales driven by the campaign from organic growth, and account for any costs or deductions that Apex may claim should be offset against the disgorgement amount. We anticipate that Apex will contest the attribution of incremental sales to the campaign and may argue that PuraClear's growth is attributable to other factors; your model should be designed to address and rebut such contentions.
3.3 Treble Damages Assessment
Under Section 35(a) of the Lanham Act, 15 U.S.C. § 1117(a), if willfulness is established, the court has discretion to award up to three times the actual damages amount. Based on the annualized lost-profit estimate of $18.5 million, the potential treble-damages exposure is up to $55.5 million (i.e., $18.5 million × 3). As the litigation progresses, you may be asked to opine on the appropriate multiplier and the economic basis for enhancement of damages, including the degree to which a multiplier is necessary to serve the deterrent and compensatory purposes of the statute in light of the magnitude and willfulness of Apex's conduct. We will advise you if and when this analysis becomes necessary.
3.4 Additional Analyses
In connection with the foregoing, you are also expected to undertake the following additional analyses and activities:
(a) Review of Meridian's Financial Records. You will receive and review Meridian's financial records, including its audited financial statements prepared by Ashford & Kline LLP for fiscal years 2022 through 2024, interim unaudited financial statements for FY 2025, and internal profit-and-loss data at the brand, product-line, and SKU level for the DermaTrūe line. You may also receive marketing budgets, sales forecasts, distribution agreements, and other relevant business records.
(b) Review of Apex Financial Data. As discovery progresses, we anticipate obtaining financial data from Apex, including revenue, cost-of-goods-sold, marketing expenditure, and margin data for the PuraClear line. You will be expected to review and incorporate this data into your disgorgement analysis and, as appropriate, into your lost-profits analysis.
(c) Coordination with Other Expert Witnesses. Meridian has retained two other expert witnesses in connection with this matter: (i) Dr. Eleanor Fisk of Fisk Analytics Group LLC, who will serve as Meridian's consumer-perception survey expert and is expected to conduct survey research establishing consumer confusion and materiality, and (ii) Dr. Miriam Salazar of Graystone University Medical Center, Department of Dermatology, who will serve as Meridian's scientific and dermatology expert and is expected to opine on the falsity and misleading nature of Apex's clinical efficacy claims. To the extent that the analyses and opinions of Dr. Fisk and Dr. Salazar inform or underpin your damages model — for example, if survey data quantifies the rate of consumer diversion attributable to the false claims, or if scientific analysis establishes the baselessness of the clinical superiority claim — you should coordinate with them as needed and incorporate their findings as appropriate.
(d) Preparation of Expert Reports. You will be expected to prepare a written expert report as required by Federal Rule of Civil Procedure 26(a)(2)(B). The report must contain a complete statement of all opinions to be expressed and the basis and reasons for them, the facts or data considered in forming the opinions, any exhibits to be used to summarize or support the opinions, your qualifications (including a list of all publications authored in the preceding ten years), a list of all other cases in which you have testified as an expert at trial or by deposition during the preceding four years, and a statement of the compensation to be paid for the study and testimony. We will advise you of the applicable deadlines for service of expert reports once the Court issues a scheduling order.
(e) Rebuttal Reports. You should also anticipate preparing a rebuttal report responding to any expert report served by Apex's damages or economics expert. We will provide you with Apex's expert reports promptly upon receipt.
4. Testimony
Dr. Choe should anticipate being called to provide testimony in the following contexts during the course of this litigation:
(a) Preliminary Injunction Hearing. In connection with Meridian's Motion for Preliminary Injunction, which we anticipate filing on or about September 26, 2025, the Court may schedule an evidentiary hearing at which your testimony regarding the economic harm sustained by Meridian may be relevant to the irreparable-harm and balance-of-equities elements of the preliminary injunction standard. We will advise you of the hearing date as soon as it is scheduled and will work with you to prepare your testimony. Given the anticipated filing date, we ask that you reserve availability in the period from approximately mid-October through early November 2025 for a potential hearing appearance.
(b) Deposition Testimony. Under the Federal Rules of Civil Procedure, Apex is entitled to depose Meridian's retained expert witnesses. You should anticipate being deposed by Apex's counsel following the service of your expert report. We will prepare you for deposition and will attend and defend the deposition on your behalf.
(c) Trial Testimony. If this matter proceeds to trial, you should anticipate being called to provide live testimony before the jury (or the Court, if the matter is tried to the bench). Your trial testimony will encompass the full scope of the lost-profits and disgorgement analyses described in Section 3 above, as well as any treble-damages or enhancement analysis, and any rebuttal opinions.
Your testimony at all stages will encompass the full scope of the economic analyses described in this letter, and you should be prepared to explain and defend your methodologies, assumptions, data sources, and conclusions under both direct and cross-examination.
5. Compensation
5.1 Billing Rate
Dr. Choe's engagement rate for all professional services rendered in connection with this matter shall be $925.00 per hour. This rate applies to all categories of professional work, including but not limited to data analysis, economic modeling, report preparation, consultation with counsel, preparation for testimony, deposition testimony, and trial testimony. The rate reflects Dr. Choe's qualifications, experience, and the specialized nature of the work to be performed.
The $925.00 hourly rate applies to Dr. Choe personally. If additional Marlowe Asset Management personnel — including associate economists, research analysts, data scientists, or other professional or support staff — are assigned to work on this matter, their identities and billing rates must be submitted to and approved in writing by C&H prior to the commencement of their work on the engagement. C&H reserves the right to approve or decline the assignment of any additional Marlowe Asset Management personnel. Any such approvals will be documented in writing and will specify the applicable hourly rate for each individual.
5.2 Billing and Payment Terms
Marlowe Asset Management shall submit monthly invoices to:
Calderwood & Harkness LLP
Attn: Priya Anand, Billing Partner
600 Lexington Avenue, 30th Floor New York, New York 10022
Email: panand@calderwoodharkness.com
All invoices must reference C&H Matter No. 1011-00004 and must include a reasonably detailed description of the services rendered by each timekeeper, the date on which the services were performed, and the number of hours expended. Payment shall be due within thirty (30) days of receipt of each invoice (net 30). Invoices not disputed within fifteen (15) days of receipt shall be deemed accepted.
Reasonable out-of-pocket expenses incurred in connection with this engagement — including travel expenses (airfare, ground transportation, lodging, and meals), photocopying, printing, data acquisition, and database subscription fees — shall be reimbursable at actual cost. Prior written approval from C&H is required for any individual expense item or category of expenses expected to exceed $2,500.00. All expense reimbursement requests must be accompanied by supporting receipts or other documentation and must be included in or appended to the monthly invoice.
6. Confidentiality and Privilege
6.1 Confidentiality Obligations
All information, documents, data, and communications provided to Dr. Choe and Marlowe Asset Management in connection with this engagement are confidential and are provided subject to the protections of the attorney-client privilege, the work product doctrine, and any other applicable privileges or protections. The materials you will receive may include, without limitation: (a) attorney work product and mental impressions of counsel; (b) attorney-client privileged communications between C&H and Meridian; (c) proprietary, competitively sensitive, and trade secret business information of Meridian Consumer Brands LLC, including financial data, pricing information, marketing strategies, distribution agreements, and product development plans; and (d) materials designated as "Confidential" or "Highly Confidential — Attorneys' Eyes Only" under any protective order entered by the Court in this action.
Dr. Choe and Marlowe Asset Management shall not disclose any such information, documents, data, or communications to any third party — including other clients of Marlowe Asset Management, academic colleagues, or the media — without the prior written consent of Calderwood & Harkness LLP, except as may be required by law, court order, or the terms of any protective order governing the disclosure of discovery materials. In the event that Dr. Choe or Marlowe Asset Management receives a subpoena, court order, or other legal process seeking disclosure of confidential information received in connection with this engagement, Dr. Choe or Marlowe Asset Management shall immediately notify C&H and shall cooperate with any efforts by C&H or Meridian to resist or limit such disclosure.
6.2 Document Handling
All documents and data provided to Dr. Choe and Marlowe Asset Management in connection with this engagement shall be stored securely, using commercially reasonable physical and electronic security measures appropriate for confidential legal materials. Electronic files shall be stored on encrypted, access-controlled systems, and physical documents shall be stored in locked, secure facilities accessible only to authorized personnel.
Upon completion of the engagement — or at any earlier time upon C&H's written direction — all documents, data, and materials provided to Dr. Choe and Marlowe Asset Management, including all copies thereof (whether in physical or electronic form), shall be either returned to C&H or securely destroyed, at C&H's election. Marlowe Asset Management shall confirm in writing that all materials have been returned or destroyed in accordance with this provision.
Marlowe Asset Management shall maintain a log of all materials received from C&H or Meridian and all materials returned to C&H, including a description of each item, the date received, and the date returned or destroyed. This log shall be made available to C&H upon request.
6.3 Work Product Protection
Dr. Choe's draft analyses, preliminary calculations, working notes, internal memoranda, and communications with counsel are protected as attorney work product to the fullest extent permitted by applicable law. These materials are prepared in anticipation of litigation and at the direction of counsel, and they reflect or are informed by the mental impressions, conclusions, and legal theories of counsel. Dr. Choe and Marlowe Asset Management should take care to maintain the confidentiality of all such draft and preliminary materials.
Notwithstanding the foregoing, final expert reports prepared by Dr. Choe for service under Federal Rule of Civil Procedure 26(a)(2) are subject to disclosure under the applicable rules of procedure, as are the data and other information considered by Dr. Choe in forming the opinions stated in such reports. See Fed. R. Civ. P. 26(a)(2)(B), (b)(4). We will advise you regarding the applicable disclosure obligations and the proper handling of draft reports and communications in light of the protections afforded by Rule 26(b)(4)(B) and (C).
7. Independence and Conflicts
By countersigning this letter, Dr. Choe confirms the following on behalf of himself and Marlowe Asset Management Economic Consulting LLC:
(a) Neither Dr. Choe nor Marlowe Asset Management has any financial interest in the outcome of this litigation, and the compensation payable under this engagement is not contingent in any way upon the opinions expressed, the outcome of the action, or the amount of any damages awarded.
(b) Neither Dr. Choe nor Marlowe Asset Management has any current or prior engagement with Apex Naturals Inc., Caldwell, Briggs & Nolan LLP, or any other party to this action that would create a conflict of interest or otherwise impair Dr. Choe's ability to serve as an independent and impartial expert witness for Meridian.
(c) Dr. Choe's opinions will be based on his independent professional judgment, the application of accepted economic principles and methodologies, and the data and information provided to him in connection with this engagement. Dr. Choe will not advocate for a particular outcome but will render his honest and objective economic opinions to a reasonable degree of economic certainty.
If at any time during the course of this engagement Dr. Choe or Marlowe Asset Management becomes aware of any circumstance that could give rise to an actual or potential conflict of interest, Dr. Choe shall promptly disclose such circumstance to C&H so that it may be evaluated and addressed.
8. Term and Termination
This engagement shall commence upon execution of this letter by both parties and shall continue until the conclusion of the matter — including any post-trial proceedings, appeal, or remand — unless earlier terminated by either party upon thirty (30) days' written notice to the other party. Notwithstanding the foregoing, C&H reserves the right to terminate this engagement at any time for any reason upon written notice to Marlowe Asset Management. In the event of termination, Marlowe Asset Management shall be compensated for all professional services rendered and all reasonable out-of-pocket expenses incurred through the effective date of termination, in accordance with the compensation terms set forth in Section 5.
Upon termination, the confidentiality and document-handling obligations set forth in Section 6 shall survive and remain in full force and effect.
9. Governing Law
This engagement letter 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 arising out of or relating to this engagement letter shall be subject to the exclusive jurisdiction of the state and federal courts located in the County of New York, State of New York.
10. Acceptance and Execution
If the foregoing terms accurately reflect your understanding of the engagement, please indicate your acceptance by signing and returning one copy of this letter to the undersigned. This letter, when countersigned by Dr. Choe on behalf of Marlowe Asset Management Economic Consulting LLC, shall constitute the binding agreement between the parties with respect to the engagement described herein.
We look forward to working with you and Marlowe Asset Management on this matter. Please do not hesitate to contact me, Patrick Gallagher, or Simone Laroche if you have any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Linda Osei
Title: Partner
Date: September 14, 2025
Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 554-8000
Email: losei@calderwoodharkness.com
ACCEPTED AND AGREED:
Marlowe Asset Management ECONOMIC CONSULTING LLC
By: ________
Name: Dr. Raymond Choe
Title: Managing Principal
Date: ________
Marlowe Asset Management Economic Consulting LLC 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 881-4500
Email: rchoe@vanguardecon.com
Enclosures:
1.  Conflict-check questionnaire
2.  Background materials (to be provided under separate cover upon execution of this letter)
This letter and all attachments and enclosures are confidential, are protected by the attorney-client privilege and the work product doctrine, and are intended solely for the use of the addressee. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this letter in error, please contact Calderwood & Harkness LLP immediately at (212) 554-8000.

CALDERWOOD & HARKNESS LLP Attorneys at Law 600 Lexington Avenue, 30th Floor New York, New York 10022

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

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