1011-00006 · Calderwood & Harkness LLP · Engagement

engagement-letter-mcb.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 44th Floor New York, New York 10006

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

March 17, 2025

VIA HAND DELIVERY AND EMAIL

Gerald Fontenot, Esq. General Counsel & Corporate Secretary Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016

Re: Engagement of Calderwood & Harkness LLP as Sell-Side Counsel to Meridian Consumer Brands LLC — Carve-Out Divestiture of PureGlow Personal-Care Product Line

Matter Number: 1011-00006 Billing Number: 80291-00001

Dear Mr. Fontenot:

We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP as outside legal counsel to Meridian Consumer Brands LLC in connection with the proposed carve-out divestiture of the PureGlow personal-care product line. We appreciate the confidence that you, your management team, and the board of Meridian Consumer Brands LLC have placed in our Firm, and we look forward to working with you on this important transaction. The purpose of this engagement letter is to set forth the terms of our representation, including the scope of services, our fee arrangement, and the mutual obligations of the Firm and the Client. We ask that you review this letter carefully and contact us with any questions before executing and returning a copy to our office.

1. Purpose and Scope of Engagement

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement as outside legal counsel to Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Client"), in connection with the proposed carve-out divestiture of Meridian's PureGlow personal-care product line (the "PureGlow Business") to Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Lakebridge" or the "Buyer"). This engagement arises from the letter of intent executed on March 5, 2025 (Reference No. LOI-MCB-LHPC-2025-001) between Meridian and Lakebridge, which sets forth the principal commercial terms of the contemplated transaction and establishes an exclusivity period during which the parties have agreed to negotiate definitive documentation.

The contemplated transaction is structured as an asset sale of the PureGlow product line, comprising the PureGlow brand portfolio, product formulations, existing finished-goods and raw-materials inventory, manufacturing equipment, customer contracts, supplier agreements, and all associated intellectual property (including trademarks, trade names, trade dress, copyrights, patents, patent applications, domain names, social media accounts, and related proprietary rights). The anticipated aggregate purchase price for the PureGlow Business is approximately Forty Million Dollars ($40,000,000), subject to customary net working capital and other purchase price adjustments at and following closing. C&H will serve as sell-side counsel to Meridian throughout the transaction.

1.1 Specific Scope of Services

The Firm's engagement encompasses the following specific legal services, each of which will be performed in connection with the PureGlow carve-out divestiture:

1. Transaction Structuring and Documentation. Structuring and documenting the carve-out transaction, including the preparation, review, revision, and negotiation of the Asset Purchase Agreement (the "APA") and all ancillary transaction documents. The anticipated ancillary agreements and closing deliverables include the following:

(a) Transition Services Agreement (the "TSA"), governing the provision of transitional services by Meridian to Lakebridge for a period following the closing;

(b) Escrow Agreement, to be entered into among Meridian, Lakebridge, and Pinnacle Trust Company, N.A. (the "Escrow Agent"), providing for the establishment and administration of an indemnity escrow fund in connection with the closing;

(c) Bill of Sale, effecting the transfer of ownership of the tangible personal property included in the purchased assets;

(d) intellectual Property Assignment Agreement, effecting the assignment and transfer to Lakebridge of all intellectual property rights associated with the PureGlow Business, including registered and unregistered trademarks, trade names, patents, copyrights, domain names, and related rights;

(e) Lease Assignment and Assumption Agreement, providing for the assignment of Meridian's leasehold interest in the manufacturing facility located at 2700 Commerce Center Drive, Dayton, Ohio 45414, currently leased from Buckeye Industrial Realty Partners LLC (the "Dayton Facility Lease"), to Lakebridge, subject to landlord consent;

(f) Seller Disclosure Schedules, comprising a comprehensive set of schedules to the APA disclosing information with respect to the representations and warranties of Meridian;

(g) Officer certificates and compliance certificates to be delivered by Meridian at closing, including a certificate of the Secretary or Assistant Secretary of Meridian attaching resolutions authorizing the transaction and certifying incumbency;

(h) A legal opinion letter to be delivered by C&H on behalf of Meridian to Lakebridge and Lakebridge's counsel, Oakridge Phelps LLP, at closing, addressing such customary matters as may be agreed upon by the parties; and

(i) Such other closing deliverables as may be contemplated by the APA or as may be reasonably requested by the parties in the course of negotiations.

2. Negotiation with Buyer's Counsel. Negotiation of the APA and all ancillary agreements with Lakebridge's outside legal counsel, Oakridge Phelps LLP, based in Cleveland, Ohio, including the exchange of drafts, the resolution of open legal issues, and the management of the overall negotiation timeline.

3. Advisor Coordination. Coordination with Meridian's financial advisor, Whitfield Barrow & Co. LLC, and Meridian's accounting and tax advisor, Graymoor & Keene LLP, as needed in connection with the transaction, including with respect to financial modeling, valuation, net working capital methodology, tax structuring, and purchase price allocation.

4. Regulatory and Consent Analysis. Advice on regulatory and consent requirements applicable to the transaction, including: (i) analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and whether a pre-merger notification filing is required given the size of the transaction and the size of the parties; (ii) identification of and assistance with obtaining landlord consent from Buckeye Industrial Realty Partners LLC for the assignment of the Dayton Facility Lease; (iii) identification and analysis of customer contract consent and notification requirements, including any change-of-control or anti-assignment provisions in material customer agreements; and (iv) analysis of FDA product listing transfers and any other applicable product regulatory requirements associated with the transfer of the PureGlow Business.

5. Virtual Data Room Management. Management of the seller's side of the virtual data room (the "VDR") hosted on the Thackeray Solutions platform, including the organization, indexing, and uploading of documents responsive to Lakebridge's due diligence request list, monitoring and tracking of Buyer access to the VDR, and coordination with Meridian's internal teams responsible for assembling diligence materials.

6. Closing Mechanics and Post-Closing Matters. Preparation and coordination of the closing mechanics, including the preparation and maintenance of a comprehensive closing checklist, coordination of signature pages and closing deliverables, preparation of closing memoranda, and management of the closing process (whether conducted in person or via electronic exchange). Post-closing, C&H will advise Meridian in connection with the purchase price adjustment process, including any dispute resolution procedures related to the net working capital true-up, and will coordinate with Graymoor & Keene LLP on the preparation of the purchase price allocation memorandum.

7. General M&A Counsel. Provision of general mergers and acquisitions legal counsel to Meridian throughout the transaction, from the date of this engagement letter through signing of the definitive agreements, closing, and any post-closing adjustment process, including advice on deal structure, risk allocation, indemnification provisions, representations and warranties, conditions to closing, termination provisions, interim operating covenants, and such other matters as may arise in the ordinary course of the transaction.

1.2 Limitations on Scope

The scope of this engagement is limited to the PureGlow carve-out divestiture as described above. This engagement does not extend to any other matters, transactions, disputes, or legal needs involving Meridian Consumer Brands LLC, Hargrove Capital Partners LP, Hargrove Capital Partners Fund IV LP, Hargrove Capital GenPar IV LLC, or any of their respective affiliates, portfolio companies, officers, directors, members, managers, or employees, unless separately agreed in writing pursuant to a separate engagement letter.

Without limiting the generality of the foregoing, this engagement specifically does not include representation in connection with: (a) tax advice or tax planning, which is being handled by Graymoor & Keene LLP, and the Firm expressly disclaims any responsibility for tax advice rendered to Meridian in connection with this transaction; (b) financial advisory matters, including valuation, fairness opinions, and financial structuring, which are being handled by Whitfield Barrow & Co. LLC; or (c) any regulatory filings or regulatory matters other than those specifically described in Section 1.1 above.

In addition, C&H does not hold itself out as competent to opine on the laws of the State of Ohio, and the Firm will not render legal opinions or advice governed by Ohio law. To the extent Ohio law issues arise in connection with the transaction—including, without limitation, issues relating to Lakebridge's organizational authority and good standing under Ohio law, Ohio-specific regulatory requirements, or the interpretation of Ohio-law-governed contracts—the Firm may recommend that Meridian engage separate local Ohio counsel, and the Firm will cooperate with any such counsel as appropriate.

2. Client Identification

The Client for purposes of this engagement is Meridian Consumer Brands LLC, EIN 83-2947156, a Delaware limited liability company. C&H does not represent, and will not represent in connection with this transaction, any other person or entity, including without limitation: Hargrove Capital Partners LP; Hargrove Capital Partners Fund IV LP; Hargrove Capital GenPar IV LLC; any individual member of Meridian's board of managers, management team, or other personnel; or any co-investor, limited partner, or other equity holder of Meridian or any of its direct or indirect parent entities.

The Firm acknowledges that Meridian is a portfolio company of Hargrove Capital Partners Fund IV LP, and that in the ordinary course of the transaction, C&H may receive direction from, communicate with, or provide information to representatives of Hargrove Capital Partners LP, including Elena Vasquez-Drummond, Partner, Consumer & Retail sector, who serves as a board observer at Meridian. Notwithstanding any such communications, the attorney-client relationship established by this engagement letter, and all fiduciary duties, ethical obligations, and professional responsibilities arising thereunder, run solely and exclusively to Meridian Consumer Brands LLC. No attorney-client relationship is created or implied between C&H and Hargrove Capital Partners LP, Hargrove Capital Partners Fund IV LP, Hargrove Capital GenPar IV LLC, Ms. Vasquez-Drummond, or any other Hargrove-affiliated person or entity by virtue of such communications.

The principal client contacts for purposes of this engagement are as follows:

(a) Gerald Fontenot, General Counsel & Corporate Secretary — primary legal contact for all matters relating to the engagement, including engagement administration, privilege, and client communications;

(b) Diane Choi, Vice President of Business Development — seller-side deal lead, responsible for commercial negotiations, overall deal management, and day-to-day coordination with C&H's deal team;

(c) Rajiv Subramaniam, Chief Financial Officer — primary contact for financial matters, including net working capital calculations, purchase price adjustments, financial disclosure schedules, and billing/invoicing matters; and

(d) Catherine Albrecht, Chief Executive Officer — executive-level approvals, officer certificates, and matters requiring CEO sign-off or board-level escalation.

C&H will direct communications regarding the engagement to one or more of the foregoing individuals as appropriate. The Client should promptly notify C&H of any changes to the principal contacts listed above.

3. Engagement Team

The Firm has assembled a dedicated team of experienced attorneys to work on this engagement. The members of the core engagement team, and their respective roles, are as follows:

3.1 Responsible Partner

James Prentice, Partner, Mergers & Acquisitions Group, will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Prentice will be the primary point of contact for the Client on significant strategic and legal matters, including key negotiation points, deal structure, risk allocation, and any issues requiring partner-level judgment. Mr. Prentice has extensive experience in middle-market carve-out transactions and consumer products M&A, and he will be involved at all critical stages of the transaction. Mr. Prentice can be reached at (212) 506-7125 or james.prentice@calderwoodharkness.com.

3.2 Billing Partner

Sandra Tung, Partner, Mergers & Acquisitions Group, will serve as the billing partner for this engagement. Ms. Tung will be responsible for billing administration, fee arrangements, invoicing, and matters relating to the financial aspects of the engagement. Ms. Tung is also an experienced M&A practitioner and may provide substantive legal advice on the transaction as needed. Ms. Tung can be reached at (212) 506-7218 or sandra.tung@calderwoodharkness.com.

3.3 Lead Associate

Derek Okonkwo, Associate, Mergers & Acquisitions Group, will serve as the lead associate responsible for the day-to-day management of the transaction. Mr. Okonkwo's responsibilities will include the initial drafting of the APA and ancillary agreements, coordination of the disclosure schedule compilation process, management of the closing checklist, primary interface with Oakridge Phelps LLP on draft exchanges and negotiation calls, and day-to-day communication with the Client's deal team. Mr. Okonkwo can be reached at (212) 506-7344 or derek.okonkwo@calderwoodharkness.com.

3.4 Working Associate

Tiffany Rosenthal, Associate, Mergers & Acquisitions Group, will support Mr. Okonkwo in all aspects of the engagement, including drafting and revision of transaction documents, due diligence review and analysis, disclosure schedule preparation, ancillary document preparation, and research on transaction-specific legal issues. Ms. Rosenthal can be reached at (212) 506-7412 or tiffany.rosenthal@calderwoodharkness.com.

3.5 Additional Resources

The Firm reserves the right to assign additional attorneys to this engagement as the needs of the matter require, including specialists from the Firm's intellectual property, real estate, tax, employment and labor, regulatory, and environmental practice groups. The Client will be informed in advance of the involvement of any such additional attorneys, including their names, practice areas, and applicable hourly rates. The professional time of all such additional attorneys will be billed at the applicable standard hourly rates then in effect for each such attorney.

4. Fee Arrangement

4.1 Hourly Billing

C&H will bill the Client for professional services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard hourly rates. The current standard hourly rates applicable to the members of the core engagement team are as follows:

Rates for other attorneys or legal professionals who may work on the matter from time to time (including specialists described in Section 3.5 above) will be billed at their respective standard hourly rates in effect at the time such services are rendered. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.

The Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing in advance of any rate increases applicable to attorneys working on this engagement. Any such rate adjustments will apply to services rendered on or after the effective date of the increase.

4.2 Fee Estimate

Based on the Firm's current understanding of the scope and complexity of the proposed PureGlow carve-out divestiture, including the anticipated timeline from the opening of this engagement (March 17, 2025) through the targeted closing date (June 16, 2025) and any post-closing purchase price adjustment period, C&H estimates that total professional fees for this engagement will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Six Hundred Twenty-Five Thousand Dollars ($625,000). This estimate is provided for the Client's planning and budgeting purposes only and does not constitute a cap, ceiling, maximum fee, fixed fee, or guarantee of total fees.

Actual fees may be higher or lower than this estimate depending on a number of factors, including without limitation: the complexity and duration of negotiations with Lakebridge and Oakridge Phelps LLP; the extent to which the Firm is called upon to support the diligence process; the number of draft iterations of the APA and ancillary documents; changes in transaction scope or structure; the need for specialist attorney involvement; regulatory developments or complications; the Client's responsiveness in providing information and turning comments; and other circumstances that cannot be predicted at the outset of the engagement. C&H will endeavor to keep the Client informed of the status of fees incurred and will promptly notify the Client if it appears likely that fees will materially exceed the upper end of the estimated range.

4.3 Expenses and Disbursements

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

(a) Travel expenses, including airfare, ground transportation, lodging, and meals, to the extent travel is required in connection with the engagement (e.g., for in-person negotiations, closing meetings, or facility visits);

(b) Document production, photocopying, scanning, printing, and binding charges;

(d) Filing fees and search fees, including fees for UCC lien searches, tax lien searches, judgment and litigation searches, good standing certificates, and certified copies of organizational documents;

(e) Costs associated with the virtual data room (Thackeray Solutions), to the extent such costs are allocated to seller's counsel or otherwise not borne directly by the Client;

(f) Long-distance telecommunications charges;

(g) Computerized legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, and other legal research databases; and

(h) Such other reasonable expenses as may be incurred in the ordinary course of providing legal services in connection with this engagement.

4.4 Billing and Payment Terms

C&H will render monthly invoices to the Client for professional fees and disbursements incurred during the preceding calendar month. Each invoice will reference Matter Number 1011-00006 and Billing Number 80291-00001 and will contain a reasonable description of the services rendered and expenses incurred during the billing period, subject to the Firm's obligations to maintain attorney-client privilege and work product protections in its billing records.

Payment of each invoice is due within thirty (30) days of the date of such invoice. The Firm reserves the right to charge interest on any amounts outstanding beyond the thirty-day payment period at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. Invoices and related billing communications should be directed to:

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

Email: rsubramaniam@meridianconsumerbrands.com

The Client may designate an alternative address, email address, or electronic billing portal for the submission of invoices by providing written notice to the billing partner, Sandra Tung. The Firm reserves the right to request a retainer or advance payment in the event that the matter involves significant anticipated costs or if the Client fails to make timely payment on outstanding invoices; however, no retainer or advance payment is being requested at this time.

5. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard internal procedures, including a search of the Firm's conflicts database using the names of all known parties, affiliates, principals, and counterparties to the proposed transaction. Based on the information currently available to the Firm, C&H has not identified any conflict of interest or potential conflict of interest that would preclude the Firm from representing Meridian Consumer Brands LLC in connection with the PureGlow carve-out divestiture.

Specifically, the Firm does not currently represent, and has not within the past twenty-four (24) months represented, Lakebridge Home & Personal Care, Inc.; Oakridge Phelps LLP; Crestline Advisors LLC; Redfield Samuels LLP; Buckeye Industrial Realty Partners LLC; Pinnacle Trust Company, N.A.; or any other adverse or potentially adverse party to the transaction. The Firm has also confirmed that it does not represent any entity that, to the Firm's knowledge, holds a material financial interest in any party to the transaction that would give rise to a conflict under the applicable rules of professional conduct.

If a conflict or potential conflict of interest is identified during the course of this engagement, C&H will promptly notify the Client and will take appropriate steps in accordance with the New York Rules of Professional Conduct, including seeking the Client's informed consent, confirmed in writing, where such consent is permissible, or, if necessary, withdrawing from the representation. The Client agrees to cooperate with the Firm in providing information reasonably necessary to conduct ongoing conflicts analysis during the engagement.

6. Confidentiality

All information provided by the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the State of New York and other applicable jurisdictions. The Firm will take reasonable measures to safeguard the confidentiality of all client information, including the use of secure communication channels, access controls, and other information security practices consistent with the Firm's standard protocols.

C&H will not disclose confidential client information to any third party without the Client's prior written consent, except as required by law, court order, or the applicable rules of professional conduct, or except as may be impliedly authorized in order to carry out the representation.

The Client hereby authorizes C&H to share confidential client information, on a need-to-know basis, with the Client's other professional advisors engaged in connection with the PureGlow divestiture—specifically, Whitfield Barrow & Co. LLC (financial advisor) and Graymoor & Keene LLP (accounting and tax advisor)—to the extent that such sharing is necessary for the proper and efficient conduct of the engagement. This authorization does not extend to any other third parties and does not constitute a waiver of the attorney-client privilege or work product protection with respect to any such shared information.

7. Document Retention

C&H will maintain all files related to this engagement, including correspondence, drafts, memoranda, agreements, research, and other work product, in accordance with the Firm's standard document retention policies. The Firm's retention policies generally provide for the maintenance of engagement files for a period of ten (10) years following the conclusion of the engagement, after which time the Firm reserves the right to destroy or dispose of such files without further notice to the Client, unless the Client has made prior arrangements for alternative retention or storage.

At the conclusion of the engagement, original documents and instruments provided by the Client to the Firm will be returned to the Client upon the Client's written request. The Firm may retain copies, including electronic copies, of all work product, correspondence, and other materials generated or received in connection with the engagement in accordance with its retention schedule and professional obligations. The Client acknowledges that the Firm's work product (including legal memoranda, draft agreements, research files, and attorney notes) is the property of the Firm, subject to the Client's right of access during the engagement.

8. Termination

Either the Client or C&H may terminate this engagement at any time upon written notice to the other party. Any such termination will be subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid prejudice to the Client's interests upon withdrawal from the representation, such as providing reasonable notice, allowing time for the Client to engage successor counsel, and delivering files and papers to which the Client is entitled.

Upon termination of this engagement, regardless of the reason for termination, the Client will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination.

The obligations of the Firm and the Client under this engagement letter with respect to confidentiality (Section 6), conflicts of interest (Section 5), document retention (Section 7), limitation of liability (Section 10), and dispute resolution (Section 9) will survive any termination of the engagement and will continue in full force and effect thereafter.

9. Governing Law; Dispute Resolution

This engagement letter, and the relationship between C&H and the Client arising out of or in connection with this engagement, will 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, claim, or controversy arising out of or relating to this engagement letter, the services provided hereunder, or the relationship between the Firm and the Client, including any claims for breach of fiduciary duty, malpractice, or breach of contract, will be resolved exclusively by binding arbitration in New York, New York, administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted before a single arbitrator selected in accordance with JAMS procedures, and the arbitrator's decision will be final and binding upon the parties. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs in connection with any such arbitration, unless the arbitrator determines otherwise.

10. Limitation of Liability

To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising out of or related to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, will not exceed the total amount of professional fees actually paid by the Client to C&H for services rendered in connection with this matter. This limitation of liability applies to the Firm and to all of its partners, members, associates, employees, and agents.

Notwithstanding the foregoing, this limitation of liability does not apply in cases of willful misconduct or fraud by the Firm or any of its attorneys in connection with the services provided under this engagement.

11. No Guarantee of Outcome

While C&H will use its best professional efforts on behalf of the Client in connection with the PureGlow carve-out divestiture, the Firm cannot and does not guarantee any particular outcome or result. The successful negotiation, execution, and closing of the proposed transaction depend on numerous factors beyond the Firm's control, including the actions and decisions of the Buyer and its advisors, regulatory determinations, third-party consents, market conditions, and the commercial decisions of the Client. Legal advice and opinions expressed by the Firm in the course of this engagement represent the Firm's professional judgment based upon the facts and circumstances known to the Firm and the applicable law as they exist at the time such advice is rendered, and should not be construed as a prediction or assurance of any future result.

12. Entire Agreement; Amendments

This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes any and all prior or contemporaneous oral or written communications, proposals, representations, or understandings relating to the subject matter hereof. No provision of this engagement letter may be amended, modified, supplemented, or waived except by a written instrument signed by both the Client and an authorized representative of the Firm.

This engagement letter is intended solely for the benefit of the parties hereto and does not confer any rights or remedies upon any third party.

13. Acceptance and Countersignature

Please confirm your agreement to the terms set forth in this engagement letter by signing and returning a copy to the undersigned at your earliest convenience. A countersigned copy may be returned by hand delivery, U.S. mail, email (in PDF format), or facsimile. Upon receipt of your executed counterpart, the Firm will open the matter file and commence work on the engagement.

We are genuinely enthusiastic about the opportunity to work with you, the Meridian management team, and the Hargrove Capital team on the PureGlow carve-out divestiture. We believe that this transaction presents compelling strategic rationale, and we are committed to delivering the highest-quality legal services to support a successful execution and closing. Please do not hesitate to contact James Prentice or me if you have any questions regarding this engagement letter or the proposed transaction.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

James Prentice Partner, Mergers & Acquisitions Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Telephone: (212) 506-7125

Email: james.prentice@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Gerald Fontenot

Title: General Counsel & Corporate Secretary

Date: ________

cc: Catherine Albrecht, Chief Executive Officer, Meridian Consumer Brands LLC cc: Rajiv Subramaniam, Chief Financial Officer, Meridian Consumer Brands LLC cc: Diane Choi, Vice President of Business Development, Meridian Consumer Brands LLC cc: Sandra Tung, Partner, Calderwood & Harkness LLP cc: Derek Okonkwo, Associate, Calderwood & Harkness LLP

Enclosures: None.

Attorney	Position	Hourly Rate
James Prentice	Partner	$1,450
Sandra Tung	Partner	$1,350
Derek Okonkwo	Associate	$875
Tiffany Rosenthal	Associate	$725

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 44th Floor New York, New York 10006
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
March 17, 2025
VIA HAND DELIVERY AND EMAIL
Gerald Fontenot, Esq. General Counsel & Corporate Secretary Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016
Re: Engagement of Calderwood & Harkness LLP as Sell-Side Counsel to Meridian Consumer Brands LLC — Carve-Out Divestiture of PureGlow Personal-Care Product Line
Matter Number: 1011-00006 Billing Number: 80291-00001
Dear Mr. Fontenot:
We are writing to confirm the terms and conditions of the engagement of Calderwood & Harkness LLP as outside legal counsel to Meridian Consumer Brands LLC in connection with the proposed carve-out divestiture of the PureGlow personal-care product line. We appreciate the confidence that you, your management team, and the board of Meridian Consumer Brands LLC have placed in our Firm, and we look forward to working with you on this important transaction. The purpose of this engagement letter is to set forth the terms of our representation, including the scope of services, our fee arrangement, and the mutual obligations of the Firm and the Client. We ask that you review this letter carefully and contact us with any questions before executing and returning a copy to our office.
1. Purpose and Scope of Engagement
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement as outside legal counsel to Meridian Consumer Brands LLC, a Delaware limited liability company ("Meridian" or the "Client"), in connection with the proposed carve-out divestiture of Meridian's PureGlow personal-care product line (the "PureGlow Business") to Lakebridge Home & Personal Care, Inc., an Ohio corporation ("Lakebridge" or the "Buyer"). This engagement arises from the letter of intent executed on March 5, 2025 (Reference No. LOI-MCB-LHPC-2025-001) between Meridian and Lakebridge, which sets forth the principal commercial terms of the contemplated transaction and establishes an exclusivity period during which the parties have agreed to negotiate definitive documentation.
The contemplated transaction is structured as an asset sale of the PureGlow product line, comprising the PureGlow brand portfolio, product formulations, existing finished-goods and raw-materials inventory, manufacturing equipment, customer contracts, supplier agreements, and all associated intellectual property (including trademarks, trade names, trade dress, copyrights, patents, patent applications, domain names, social media accounts, and related proprietary rights). The anticipated aggregate purchase price for the PureGlow Business is approximately Forty Million Dollars ($40,000,000), subject to customary net working capital and other purchase price adjustments at and following closing. C&H will serve as sell-side counsel to Meridian throughout the transaction.
1.1 Specific Scope of Services
The Firm's engagement encompasses the following specific legal services, each of which will be performed in connection with the PureGlow carve-out divestiture:
1.  Transaction Structuring and Documentation. Structuring and documenting the carve-out transaction, including the preparation, review, revision, and negotiation of the Asset Purchase Agreement (the "APA") and all ancillary transaction documents. The anticipated ancillary agreements and closing deliverables include the following:
(a) Transition Services Agreement (the "TSA"), governing the provision of transitional services by Meridian to Lakebridge for a period following the closing;
(b) Escrow Agreement, to be entered into among Meridian, Lakebridge, and Pinnacle Trust Company, N.A. (the "Escrow Agent"), providing for the establishment and administration of an indemnity escrow fund in connection with the closing;
(c) Bill of Sale, effecting the transfer of ownership of the tangible personal property included in the purchased assets;
(d) intellectual Property Assignment Agreement, effecting the assignment and transfer to Lakebridge of all intellectual property rights associated with the PureGlow Business, including registered and unregistered trademarks, trade names, patents, copyrights, domain names, and related rights;
(e) Lease Assignment and Assumption Agreement, providing for the assignment of Meridian's leasehold interest in the manufacturing facility located at 2700 Commerce Center Drive, Dayton, Ohio 45414, currently leased from Buckeye Industrial Realty Partners LLC (the "Dayton Facility Lease"), to Lakebridge, subject to landlord consent;
(f) Seller Disclosure Schedules, comprising a comprehensive set of schedules to the APA disclosing information with respect to the representations and warranties of Meridian;
(g) Officer certificates and compliance certificates to be delivered by Meridian at closing, including a certificate of the Secretary or Assistant Secretary of Meridian attaching resolutions authorizing the transaction and certifying incumbency;
(h) A legal opinion letter to be delivered by C&H on behalf of Meridian to Lakebridge and Lakebridge's counsel, Oakridge Phelps LLP, at closing, addressing such customary matters as may be agreed upon by the parties; and
(i) Such other closing deliverables as may be contemplated by the APA or as may be reasonably requested by the parties in the course of negotiations.
2.  Negotiation with Buyer's Counsel. Negotiation of the APA and all ancillary agreements with Lakebridge's outside legal counsel, Oakridge Phelps LLP, based in Cleveland, Ohio, including the exchange of drafts, the resolution of open legal issues, and the management of the overall negotiation timeline.
3.  Advisor Coordination. Coordination with Meridian's financial advisor, Whitfield Barrow & Co. LLC, and Meridian's accounting and tax advisor, Graymoor & Keene LLP, as needed in connection with the transaction, including with respect to financial modeling, valuation, net working capital methodology, tax structuring, and purchase price allocation.
4.  Regulatory and Consent Analysis. Advice on regulatory and consent requirements applicable to the transaction, including: (i) analysis of the applicability of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and whether a pre-merger notification filing is required given the size of the transaction and the size of the parties; (ii) identification of and assistance with obtaining landlord consent from Buckeye Industrial Realty Partners LLC for the assignment of the Dayton Facility Lease; (iii) identification and analysis of customer contract consent and notification requirements, including any change-of-control or anti-assignment provisions in material customer agreements; and (iv) analysis of FDA product listing transfers and any other applicable product regulatory requirements associated with the transfer of the PureGlow Business.
5.  Virtual Data Room Management. Management of the seller's side of the virtual data room (the "VDR") hosted on the Thackeray Solutions platform, including the organization, indexing, and uploading of documents responsive to Lakebridge's due diligence request list, monitoring and tracking of Buyer access to the VDR, and coordination with Meridian's internal teams responsible for assembling diligence materials.
6.  Closing Mechanics and Post-Closing Matters. Preparation and coordination of the closing mechanics, including the preparation and maintenance of a comprehensive closing checklist, coordination of signature pages and closing deliverables, preparation of closing memoranda, and management of the closing process (whether conducted in person or via electronic exchange). Post-closing, C&H will advise Meridian in connection with the purchase price adjustment process, including any dispute resolution procedures related to the net working capital true-up, and will coordinate with Graymoor & Keene LLP on the preparation of the purchase price allocation memorandum.
7.  General M&A Counsel. Provision of general mergers and acquisitions legal counsel to Meridian throughout the transaction, from the date of this engagement letter through signing of the definitive agreements, closing, and any post-closing adjustment process, including advice on deal structure, risk allocation, indemnification provisions, representations and warranties, conditions to closing, termination provisions, interim operating covenants, and such other matters as may arise in the ordinary course of the transaction.
1.2 Limitations on Scope
The scope of this engagement is limited to the PureGlow carve-out divestiture as described above. This engagement does not extend to any other matters, transactions, disputes, or legal needs involving Meridian Consumer Brands LLC, Hargrove Capital Partners LP, Hargrove Capital Partners Fund IV LP, Hargrove Capital GenPar IV LLC, or any of their respective affiliates, portfolio companies, officers, directors, members, managers, or employees, unless separately agreed in writing pursuant to a separate engagement letter.
Without limiting the generality of the foregoing, this engagement specifically does not include representation in connection with: (a) tax advice or tax planning, which is being handled by Graymoor & Keene LLP, and the Firm expressly disclaims any responsibility for tax advice rendered to Meridian in connection with this transaction; (b) financial advisory matters, including valuation, fairness opinions, and financial structuring, which are being handled by Whitfield Barrow & Co. LLC; or (c) any regulatory filings or regulatory matters other than those specifically described in Section 1.1 above.
In addition, C&H does not hold itself out as competent to opine on the laws of the State of Ohio, and the Firm will not render legal opinions or advice governed by Ohio law. To the extent Ohio law issues arise in connection with the transaction—including, without limitation, issues relating to Lakebridge's organizational authority and good standing under Ohio law, Ohio-specific regulatory requirements, or the interpretation of Ohio-law-governed contracts—the Firm may recommend that Meridian engage separate local Ohio counsel, and the Firm will cooperate with any such counsel as appropriate.
2. Client Identification
The Client for purposes of this engagement is Meridian Consumer Brands LLC, EIN 83-2947156, a Delaware limited liability company. C&H does not represent, and will not represent in connection with this transaction, any other person or entity, including without limitation: Hargrove Capital Partners LP; Hargrove Capital Partners Fund IV LP; Hargrove Capital GenPar IV LLC; any individual member of Meridian's board of managers, management team, or other personnel; or any co-investor, limited partner, or other equity holder of Meridian or any of its direct or indirect parent entities.
The Firm acknowledges that Meridian is a portfolio company of Hargrove Capital Partners Fund IV LP, and that in the ordinary course of the transaction, C&H may receive direction from, communicate with, or provide information to representatives of Hargrove Capital Partners LP, including Elena Vasquez-Drummond, Partner, Consumer & Retail sector, who serves as a board observer at Meridian. Notwithstanding any such communications, the attorney-client relationship established by this engagement letter, and all fiduciary duties, ethical obligations, and professional responsibilities arising thereunder, run solely and exclusively to Meridian Consumer Brands LLC. No attorney-client relationship is created or implied between C&H and Hargrove Capital Partners LP, Hargrove Capital Partners Fund IV LP, Hargrove Capital GenPar IV LLC, Ms. Vasquez-Drummond, or any other Hargrove-affiliated person or entity by virtue of such communications.
The principal client contacts for purposes of this engagement are as follows:
(a) Gerald Fontenot, General Counsel & Corporate Secretary — primary legal contact for all matters relating to the engagement, including engagement administration, privilege, and client communications;
(b) Diane Choi, Vice President of Business Development — seller-side deal lead, responsible for commercial negotiations, overall deal management, and day-to-day coordination with C&H's deal team;
(c) Rajiv Subramaniam, Chief Financial Officer — primary contact for financial matters, including net working capital calculations, purchase price adjustments, financial disclosure schedules, and billing/invoicing matters; and
(d) Catherine Albrecht, Chief Executive Officer — executive-level approvals, officer certificates, and matters requiring CEO sign-off or board-level escalation.
C&H will direct communications regarding the engagement to one or more of the foregoing individuals as appropriate. The Client should promptly notify C&H of any changes to the principal contacts listed above.
3. Engagement Team
The Firm has assembled a dedicated team of experienced attorneys to work on this engagement. The members of the core engagement team, and their respective roles, are as follows:
3.1 Responsible Partner
James Prentice, Partner, Mergers & Acquisitions Group, will serve as the responsible partner with overall supervisory responsibility for the engagement. Mr. Prentice will be the primary point of contact for the Client on significant strategic and legal matters, including key negotiation points, deal structure, risk allocation, and any issues requiring partner-level judgment. Mr. Prentice has extensive experience in middle-market carve-out transactions and consumer products M&A, and he will be involved at all critical stages of the transaction. Mr. Prentice can be reached at (212) 506-7125 or james.prentice@calderwoodharkness.com.
3.2 Billing Partner
Sandra Tung, Partner, Mergers & Acquisitions Group, will serve as the billing partner for this engagement. Ms. Tung will be responsible for billing administration, fee arrangements, invoicing, and matters relating to the financial aspects of the engagement. Ms. Tung is also an experienced M&A practitioner and may provide substantive legal advice on the transaction as needed. Ms. Tung can be reached at (212) 506-7218 or sandra.tung@calderwoodharkness.com.
3.3 Lead Associate
Derek Okonkwo, Associate, Mergers & Acquisitions Group, will serve as the lead associate responsible for the day-to-day management of the transaction. Mr. Okonkwo's responsibilities will include the initial drafting of the APA and ancillary agreements, coordination of the disclosure schedule compilation process, management of the closing checklist, primary interface with Oakridge Phelps LLP on draft exchanges and negotiation calls, and day-to-day communication with the Client's deal team. Mr. Okonkwo can be reached at (212) 506-7344 or derek.okonkwo@calderwoodharkness.com.
3.4 Working Associate
Tiffany Rosenthal, Associate, Mergers & Acquisitions Group, will support Mr. Okonkwo in all aspects of the engagement, including drafting and revision of transaction documents, due diligence review and analysis, disclosure schedule preparation, ancillary document preparation, and research on transaction-specific legal issues. Ms. Rosenthal can be reached at (212) 506-7412 or tiffany.rosenthal@calderwoodharkness.com.
3.5 Additional Resources
The Firm reserves the right to assign additional attorneys to this engagement as the needs of the matter require, including specialists from the Firm's intellectual property, real estate, tax, employment and labor, regulatory, and environmental practice groups. The Client will be informed in advance of the involvement of any such additional attorneys, including their names, practice areas, and applicable hourly rates. The professional time of all such additional attorneys will be billed at the applicable standard hourly rates then in effect for each such attorney.
4. Fee Arrangement
4.1 Hourly Billing
C&H will bill the Client for professional services rendered in connection with this engagement on an hourly basis at the Firm's then-current standard hourly rates. The current standard hourly rates applicable to the members of the core engagement team are as follows:
Rates for other attorneys or legal professionals who may work on the matter from time to time (including specialists described in Section 3.5 above) will be billed at their respective standard hourly rates in effect at the time such services are rendered. Time will be recorded and billed in increments of one-tenth (0.1) of an hour.
The Firm's standard hourly rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing in advance of any rate increases applicable to attorneys working on this engagement. Any such rate adjustments will apply to services rendered on or after the effective date of the increase.
4.2 Fee Estimate
Based on the Firm's current understanding of the scope and complexity of the proposed PureGlow carve-out divestiture, including the anticipated timeline from the opening of this engagement (March 17, 2025) through the targeted closing date (June 16, 2025) and any post-closing purchase price adjustment period, C&H estimates that total professional fees for this engagement will be in the range of Four Hundred Seventy-Five Thousand Dollars ($475,000) to Six Hundred Twenty-Five Thousand Dollars ($625,000). This estimate is provided for the Client's planning and budgeting purposes only and does not constitute a cap, ceiling, maximum fee, fixed fee, or guarantee of total fees.
Actual fees may be higher or lower than this estimate depending on a number of factors, including without limitation: the complexity and duration of negotiations with Lakebridge and Oakridge Phelps LLP; the extent to which the Firm is called upon to support the diligence process; the number of draft iterations of the APA and ancillary documents; changes in transaction scope or structure; the need for specialist attorney involvement; regulatory developments or complications; the Client's responsiveness in providing information and turning comments; and other circumstances that cannot be predicted at the outset of the engagement. C&H will endeavor to keep the Client informed of the status of fees incurred and will promptly notify the Client if it appears likely that fees will materially exceed the upper end of the estimated range.
4.3 Expenses and Disbursements
In addition to professional fees, the Client will be responsible for the reimbursement of all reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, without limitation:
(a) Travel expenses, including airfare, ground transportation, lodging, and meals, to the extent travel is required in connection with the engagement (e.g., for in-person negotiations, closing meetings, or facility visits);
(b) Document production, photocopying, scanning, printing, and binding charges;
(c) Courier, overnight delivery, and messenger service charges;
(d) Filing fees and search fees, including fees for UCC lien searches, tax lien searches, judgment and litigation searches, good standing certificates, and certified copies of organizational documents;
(e) Costs associated with the virtual data room (Thackeray Solutions), to the extent such costs are allocated to seller's counsel or otherwise not borne directly by the Client;
(f) Long-distance telecommunications charges;
(g) Computerized legal research charges, including charges for access to Westmark Data Systems, Sundial Solutions, and other legal research databases; and
(h) Such other reasonable expenses as may be incurred in the ordinary course of providing legal services in connection with this engagement.
4.4 Billing and Payment Terms
C&H will render monthly invoices to the Client for professional fees and disbursements incurred during the preceding calendar month. Each invoice will reference Matter Number 1011-00006 and Billing Number 80291-00001 and will contain a reasonable description of the services rendered and expenses incurred during the billing period, subject to the Firm's obligations to maintain attorney-client privilege and work product protections in its billing records.
Payment of each invoice is due within thirty (30) days of the date of such invoice. The Firm reserves the right to charge interest on any amounts outstanding beyond the thirty-day payment period at a rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less. Invoices and related billing communications should be directed to:
Rajiv Subramaniam, CFO Meridian Consumer Brands LLC 450 Park Avenue South, 14th Floor New York, New York 10016
Email: rsubramaniam@meridianconsumerbrands.com
The Client may designate an alternative address, email address, or electronic billing portal for the submission of invoices by providing written notice to the billing partner, Sandra Tung. The Firm reserves the right to request a retainer or advance payment in the event that the matter involves significant anticipated costs or if the Client fails to make timely payment on outstanding invoices; however, no retainer or advance payment is being requested at this time.
5. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard internal procedures, including a search of the Firm's conflicts database using the names of all known parties, affiliates, principals, and counterparties to the proposed transaction. Based on the information currently available to the Firm, C&H has not identified any conflict of interest or potential conflict of interest that would preclude the Firm from representing Meridian Consumer Brands LLC in connection with the PureGlow carve-out divestiture.
Specifically, the Firm does not currently represent, and has not within the past twenty-four (24) months represented, Lakebridge Home & Personal Care, Inc.; Oakridge Phelps LLP; Crestline Advisors LLC; Redfield Samuels LLP; Buckeye Industrial Realty Partners LLC; Pinnacle Trust Company, N.A.; or any other adverse or potentially adverse party to the transaction. The Firm has also confirmed that it does not represent any entity that, to the Firm's knowledge, holds a material financial interest in any party to the transaction that would give rise to a conflict under the applicable rules of professional conduct.
If a conflict or potential conflict of interest is identified during the course of this engagement, C&H will promptly notify the Client and will take appropriate steps in accordance with the New York Rules of Professional Conduct, including seeking the Client's informed consent, confirmed in writing, where such consent is permissible, or, if necessary, withdrawing from the representation. The Client agrees to cooperate with the Firm in providing information reasonably necessary to conduct ongoing conflicts analysis during the engagement.
6. Confidentiality
All information provided by the Client to C&H in connection with this engagement, whether oral, written, or electronic, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, as applicable under the laws of the State of New York and other applicable jurisdictions. The Firm will take reasonable measures to safeguard the confidentiality of all client information, including the use of secure communication channels, access controls, and other information security practices consistent with the Firm's standard protocols.
C&H will not disclose confidential client information to any third party without the Client's prior written consent, except as required by law, court order, or the applicable rules of professional conduct, or except as may be impliedly authorized in order to carry out the representation.
The Client hereby authorizes C&H to share confidential client information, on a need-to-know basis, with the Client's other professional advisors engaged in connection with the PureGlow divestiture—specifically, Whitfield Barrow & Co. LLC (financial advisor) and Graymoor & Keene LLP (accounting and tax advisor)—to the extent that such sharing is necessary for the proper and efficient conduct of the engagement. This authorization does not extend to any other third parties and does not constitute a waiver of the attorney-client privilege or work product protection with respect to any such shared information.
7. Document Retention
C&H will maintain all files related to this engagement, including correspondence, drafts, memoranda, agreements, research, and other work product, in accordance with the Firm's standard document retention policies. The Firm's retention policies generally provide for the maintenance of engagement files for a period of ten (10) years following the conclusion of the engagement, after which time the Firm reserves the right to destroy or dispose of such files without further notice to the Client, unless the Client has made prior arrangements for alternative retention or storage.
At the conclusion of the engagement, original documents and instruments provided by the Client to the Firm will be returned to the Client upon the Client's written request. The Firm may retain copies, including electronic copies, of all work product, correspondence, and other materials generated or received in connection with the engagement in accordance with its retention schedule and professional obligations. The Client acknowledges that the Firm's work product (including legal memoranda, draft agreements, research files, and attorney notes) is the property of the Firm, subject to the Client's right of access during the engagement.
8. Termination
Either the Client or C&H may terminate this engagement at any time upon written notice to the other party. Any such termination will be subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to take reasonable steps to avoid prejudice to the Client's interests upon withdrawal from the representation, such as providing reasonable notice, allowing time for the Client to engage successor counsel, and delivering files and papers to which the Client is entitled.
Upon termination of this engagement, regardless of the reason for termination, the Client will remain responsible for the payment of all professional fees and expenses incurred through the effective date of termination. The Firm will render a final invoice promptly following the effective date of termination.
The obligations of the Firm and the Client under this engagement letter with respect to confidentiality (Section 6), conflicts of interest (Section 5), document retention (Section 7), limitation of liability (Section 10), and dispute resolution (Section 9) will survive any termination of the engagement and will continue in full force and effect thereafter.
9. Governing Law; Dispute Resolution
This engagement letter, and the relationship between C&H and the Client arising out of or in connection with this engagement, will 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, claim, or controversy arising out of or relating to this engagement letter, the services provided hereunder, or the relationship between the Firm and the Client, including any claims for breach of fiduciary duty, malpractice, or breach of contract, will be resolved exclusively by binding arbitration in New York, New York, administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures then in effect. The arbitration will be conducted before a single arbitrator selected in accordance with JAMS procedures, and the arbitrator's decision will be final and binding upon the parties. Judgment upon the arbitrator's award may be entered in any court of competent jurisdiction. Each party will bear its own attorneys' fees and costs in connection with any such arbitration, unless the arbitrator determines otherwise.
10. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, C&H's aggregate liability to the Client for any and all claims, losses, damages, costs, or expenses arising out of or related to this engagement, whether based on contract, tort (including negligence), breach of fiduciary duty, or any other theory of liability, will not exceed the total amount of professional fees actually paid by the Client to C&H for services rendered in connection with this matter. This limitation of liability applies to the Firm and to all of its partners, members, associates, employees, and agents.
Notwithstanding the foregoing, this limitation of liability does not apply in cases of willful misconduct or fraud by the Firm or any of its attorneys in connection with the services provided under this engagement.
11. No Guarantee of Outcome
While C&H will use its best professional efforts on behalf of the Client in connection with the PureGlow carve-out divestiture, the Firm cannot and does not guarantee any particular outcome or result. The successful negotiation, execution, and closing of the proposed transaction depend on numerous factors beyond the Firm's control, including the actions and decisions of the Buyer and its advisors, regulatory determinations, third-party consents, market conditions, and the commercial decisions of the Client. Legal advice and opinions expressed by the Firm in the course of this engagement represent the Firm's professional judgment based upon the facts and circumstances known to the Firm and the applicable law as they exist at the time such advice is rendered, and should not be construed as a prediction or assurance of any future result.
12. Entire Agreement; Amendments
This engagement letter constitutes the entire agreement between C&H and the Client with respect to the engagement described herein and supersedes any and all prior or contemporaneous oral or written communications, proposals, representations, or understandings relating to the subject matter hereof. No provision of this engagement letter may be amended, modified, supplemented, or waived except by a written instrument signed by both the Client and an authorized representative of the Firm.
This engagement letter is intended solely for the benefit of the parties hereto and does not confer any rights or remedies upon any third party.
13. Acceptance and Countersignature
Please confirm your agreement to the terms set forth in this engagement letter by signing and returning a copy to the undersigned at your earliest convenience. A countersigned copy may be returned by hand delivery, U.S. mail, email (in PDF format), or facsimile. Upon receipt of your executed counterpart, the Firm will open the matter file and commence work on the engagement.
We are genuinely enthusiastic about the opportunity to work with you, the Meridian management team, and the Hargrove Capital team on the PureGlow carve-out divestiture. We believe that this transaction presents compelling strategic rationale, and we are committed to delivering the highest-quality legal services to support a successful execution and closing. Please do not hesitate to contact James Prentice or me if you have any questions regarding this engagement letter or the proposed transaction.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner, Mergers & Acquisitions Calderwood & Harkness LLP One Liberty Plaza, 44th Floor New York, New York 10006 Telephone: (212) 506-7125
Email: james.prentice@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Gerald Fontenot
Title: General Counsel & Corporate Secretary
Date: ________
cc: Catherine Albrecht, Chief Executive Officer, Meridian Consumer Brands LLC cc: Rajiv Subramaniam, Chief Financial Officer, Meridian Consumer Brands LLC cc: Diane Choi, Vice President of Business Development, Meridian Consumer Brands LLC cc: Sandra Tung, Partner, Calderwood & Harkness LLP cc: Derek Okonkwo, Associate, Calderwood & Harkness LLP
Enclosures: None.
Attorney | Position | Hourly Rate
James Prentice | Partner | $1,450
Sandra Tung | Partner | $1,350
Derek Okonkwo | Associate | $875
Tiffany Rosenthal | Associate | $725

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA HAND DELIVERY AND EMAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

MERIDIAN CONSUMER BRANDS LLC

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