1011-00007 · Whitfield, Barr & Calloway LLP · Engagement

engagement-letter-mcb-lease.docx DOCUMENT Real Estate

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 1285 Avenue of the Americas, 40th Floor New York, New York 10019 Telephone: (212) 541-6000 Facsimile: (212) 541-6001 www.calderwoodharkness.com

May 30, 2022

Kevin Driscoll Vice President, Supply Chain & Logistics Meridian Consumer Brands LLC 450 Park Avenue, 18th Floor New York, New York 10022

Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — Lease Negotiation for Distribution Center at Building 4, Cranbury Commerce Center, 200 Prospect Plains Road, Cranbury, New Jersey 08512

Matter Number: 1011-00007

Dear Mr. Driscoll:

1. Introduction and Engagement Confirmation

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company ("MCB" or the "Company"), as outside legal counsel in connection with the matter described herein. We are grateful that MCB has selected our Firm, and we are enthusiastic about the opportunity to represent the Company in this important transaction.

This engagement letter (this "Letter") sets forth the terms and conditions that will govern our representation of MCB, including the scope of the engagement, the composition of the engagement team, our fee arrangements and billing practices, and other matters relevant to the attorney-client relationship. We ask that you review this Letter carefully and, if the terms are acceptable, countersign a copy in the space provided below and return it to our offices, thereby confirming MCB's agreement to the terms set forth herein. A fully executed copy will be maintained in our files and a duplicate will be provided to you for your records.

2. Scope of Representation

C&H will represent MCB as tenant's counsel in connection with the negotiation, drafting, review, and execution of a long-term commercial lease (the "Lease") for approximately 285,000 square feet of warehouse and distribution space, together with approximately 12,500 square feet of finished office and mezzanine space, totaling approximately 297,500 rentable square feet, located at Building 4, Cranbury Commerce Center, 200 Prospect Plains Road, Cranbury, New Jersey 08512 (Block 24, Lot 17.04 on the Tax Map of the Township of Cranbury, Middlesex County, New Jersey) (the "Premises").

The landlord and counterparty to the Lease is Stonebridge Industrial Realty Trust, LP, a Maryland limited partnership (the "Landlord"), which is managed by its general partner, Stonebridge Industrial GP LLC, a Maryland limited liability company. We understand that the Landlord is represented in this transaction by Whitfield, Barr & Calloway LLP, a regional law firm headquartered in Philadelphia, Pennsylvania.

More specifically, the scope of C&H's representation in this engagement will include the following:

(a) Review and analysis of the Letter of Intent previously executed between MCB and the Landlord, and advising MCB on the legal implications and enforceability of the terms set forth therein;

(b) Review, analysis, and markup of the Landlord's form lease agreement and all schedules, exhibits, and ancillary documents attached thereto or contemplated thereby;

(c) Negotiation of all substantive lease terms on behalf of MCB, including, without limitation, base rent and rent escalations, the initial lease term and commencement mechanics, landlord's work provisions and the tenant improvement allowance (including any construction management provisions and lien waiver requirements), operating expense pass-throughs (including base year or expense stop structures, audit rights, and exclusions), common area maintenance charges, renewal options and expansion rights, early termination options and any associated termination fees, assignment and subletting provisions (including recapture rights and profit-sharing), co-tenancy provisions (if applicable), environmental covenants and indemnification provisions, and insurance and indemnification requirements;

(d) Drafting and negotiation of a limited guaranty (the "Guaranty") to be provided by Meridian Holdings Inc., a Delaware corporation and MCB's direct parent entity ("Meridian Holdings"), in favor of the Landlord, including the scope, dollar cap, duration, and burn-off provisions of such Guaranty;

(e) Review and negotiation of a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") with the Landlord's mortgage lender for the benefit of MCB, to ensure that MCB's leasehold interest in the Premises will be recognized and remain in effect in the event of a foreclosure or other transfer of the Landlord's interest;

(f) Review and analysis of the Phase I Environmental Site Assessment of the Premises prepared by MCB's environmental consultant, and advising MCB on the allocation of environmental risk and the adequacy of environmental representations, warranties, and indemnification provisions in the Lease;

(g) Coordination, as necessary and appropriate, with MCB's real estate broker, Pinnacle Brokerage Group LLC, and MCB's environmental consultant, Blackthorn Environmental Consulting, Inc., in connection with the foregoing matters;

(h) Review and advising on the terms of the irrevocable standby letter of credit to be posted by MCB as a security deposit under the Lease, including the form, issuing bank requirements, draw conditions, and burn-down provisions; and

(i) Preparation, review, and delivery of the tenant estoppel certificate and any related closing deliverables required in connection with the execution and delivery of the Lease and ancillary documents.

Scope Limitations. The scope of this engagement is limited to the matters expressly described above. Without limiting the generality of the foregoing, this engagement does not include representation of MCB or any other party in connection with any litigation, arbitration, or other dispute resolution proceeding; any regulatory or governmental compliance matter; any federal, state, or local tax matter (including, without limitation, real property tax assessment appeals); or any land use, zoning, entitlement, or permitting matter. This engagement also does not include title examination, title insurance procurement, or survey review. In the event that any such matters arise during the course of the engagement, the parties will discuss and mutually agree upon an expanded scope of engagement, an appropriate referral to specialist counsel, or both, as the circumstances may warrant.

This engagement further does not include the representation of Meridian Holdings Inc. or Halcyon Ridge Capital Partners, LP ("Halcyon Ridge") as separate clients of the Firm. MCB is the sole client in this engagement. However, C&H understands and acknowledges that MCB is a portfolio company of Halcyon Ridge, and that Martin Solberg, a Principal on the operations team at Halcyon Ridge Capital Partners, LP, oversees real estate and facilities decisions for MCB in his capacity as a representative of Halcyon Ridge. MCB has authorized C&H to communicate with Mr. Solberg regarding this matter, and C&H will treat such communications as authorized client communications for purposes of this engagement, subject to the confidentiality and privilege provisions set forth below.

3. Engagement Team

The following attorneys will comprise the engagement team for this matter:

Angela Fontaine — Partner, Real Estate Practice Group; Responsible Partner. Ms. Fontaine will have overall supervisory responsibility for the engagement and will serve as the primary senior point of contact for MCB. Ms. Fontaine brings over twenty years of experience representing institutional and corporate tenants in complex commercial lease transactions throughout the New York metropolitan area and the Mid-Atlantic region.

Douglas Fairchild — Partner, Real Estate Practice Group; Billing Partner. Mr. Fairchild will be responsible for billing and financial administration of the engagement and will also provide substantive counsel on lease negotiation matters as needed throughout the course of the representation.

Cynthia Ho — Associate, Real Estate Practice Group; Lead Associate. Ms. Ho will serve as lead associate and day-to-day point of contact for MCB. Ms. Ho will be responsible for the initial and ongoing lease markup, drafting of negotiation correspondence and redlines, coordination with opposing counsel at Whitfield, Barr & Calloway LLP, and management of the transaction timeline and deliverables.

Grace Nakamura — Associate, Real Estate Practice Group; Working Associate. Ms. Nakamura will provide additional drafting, research, and document review support to the engagement team as needed throughout the course of the representation.

From time to time, other attorneys or paraprofessional staff at the Firm may be called upon to assist with discrete tasks in connection with this engagement, including, without limitation, legal research, document production, and administrative support. MCB will be notified in advance if any additional timekeepers are expected to incur material time on the matter, and the applicable hourly rates for such individuals will be communicated to MCB at that time.

4. Fees

4.1 Hourly Rates

Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the assigned members of the engagement team:

Rates for paralegals and other support staff, if utilized on this matter, will be communicated to MCB in advance. Such rates are typically in the range of $275.00 to $375.00 per hour, depending on the individual's seniority and experience.

The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. MCB will receive advance written notice of any rate changes applicable to this engagement. Any adjusted rates will apply prospectively to services rendered on or after the effective date of the adjustment.

4.2 Fee Estimate

Based on our understanding of the anticipated scope and complexity of this engagement — from initial review of the Letter of Intent through the negotiation, execution, and delivery of the Lease, the tenant estoppel certificate, the SNDA, and the limited Guaranty — C&H estimates that total legal fees for this engagement will be in the range of $85,000 to $125,000.

This estimate is based on certain assumptions, including that the transaction will be of customary complexity involving a single lease for a single building on the Landlord's standard industrial-form lease, with a reasonable number of drafting rounds and negotiation sessions between the parties and their respective counsel. The estimate does not account for extraordinary circumstances, including, without limitation, protracted or contentious disputes over material lease terms, significant modifications to the building's site plan or specifications, complex environmental remediation issues or the need for additional environmental investigations, governmental or regulatory approvals, or the initiation of any litigation or dispute resolution proceedings.

This estimate is provided solely for MCB's internal budgeting purposes and should not be construed as a fee cap, fixed fee, or guaranteed maximum price. Actual fees incurred may be higher or lower than the estimated range, depending on the complexity, duration, and course of the lease negotiation and the requirements of the transaction. C&H will endeavor to keep MCB, and Mr. Solberg at Halcyon Ridge Capital Partners, informed on a regular basis regarding fee expenditures relative to this estimate, and will promptly advise MCB if circumstances arise that suggest total fees may materially exceed the high end of the estimated range.

5. Disbursements and Expenses

In addition to professional fees for legal services, MCB will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by C&H in connection with the performance of services under this engagement. Such disbursements and expenses may include, without limitation, the following:

(a) Filing fees and recording charges;

(b) Overnight courier, express mail, and delivery charges;

(c) Travel expenses, including transportation, lodging, and meals, in the event that in-person attendance at meetings, inspections, or closings outside of the New York metropolitan area is required (any such travel will be undertaken only with MCB's prior approval);

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

(e) Online legal research and database charges (including Westmark Data Systems, Sundial Solutions, and similar services); and

(f) Third-party vendor costs, to the extent incurred at MCB's direction or with MCB's prior approval.

All disbursements will be billed at cost, without markup. Itemized disbursements will be reflected on each monthly invoice as described below.

6. Billing and Payment

C&H will issue invoices to MCB on a monthly basis for all fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered, organized by timekeeper, reflecting the date of service, a description of the work performed, the hours billed, and the applicable hourly rate, together with an itemization of all disbursements and expenses incurred during the billing period.

Payment of each invoice is due within thirty (30) days of the date of the invoice (i.e., net 30 days). C&H accepts payment by check or wire transfer. Wire transfer instructions will be provided upon request.

C&H understands that this engagement has been approved through Halcyon Ridge Capital Partners, LP's legal budget process. Accordingly, all invoices should be directed to Kevin Driscoll at MCB at the address set forth above, with a courtesy copy to Martin Solberg at Halcyon Ridge Capital Partners, LP, 599 Lexington Avenue, 34th Floor, New York, New York 10022. C&H will comply with any reasonable invoice formatting or submission requirements that MCB or Halcyon Ridge may specify from time to time.

C&H reserves the right to suspend the performance of legal services or to withdraw from this engagement if any invoice remains unpaid for more than sixty (60) days after the date of issuance, upon reasonable prior written notice to MCB and subject to C&H's obligations under the applicable rules of professional conduct governing withdrawal from representation.

7. Client Identification and Conflicts

The client in this engagement is Meridian Consumer Brands LLC. For the avoidance of doubt, neither Meridian Holdings Inc. nor Halcyon Ridge Capital Partners, LP is a client of the Firm in connection with this matter. C&H acknowledges that MCB is a portfolio company of Halcyon Ridge and that Meridian Holdings Inc. will serve as a guarantor under the Lease; however, the attorney-client relationship established by this Letter exists solely between C&H and MCB.

C&H has conducted a conflicts check based on the information provided by MCB, including the identities of the parties, their affiliates, and their respective counsel, and has identified no conflicts of interest that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct.

MCB agrees to promptly notify C&H of any changes in its corporate structure, ownership, management, or related-party relationships that may be relevant to C&H's ongoing conflicts analysis. C&H will conduct additional conflicts checks as necessary in the event that the scope of the engagement is expanded or new parties or counterparties are identified.

8. Confidentiality

All information and materials provided by MCB to C&H in connection with this engagement, whether oral, written, or in electronic form, will be treated as confidential by the Firm and its attorneys, staff, and agents. C&H will not disclose such information to any third party without MCB's prior consent, except to the extent required by applicable law, the rules of professional conduct governing C&H's practice, or an order of a court or other tribunal of competent jurisdiction.

The attorney-client privilege and work product doctrine will apply to all communications between C&H and MCB (including authorized communications with Mr. Solberg at Halcyon Ridge Capital Partners, LP) and to all work product generated by C&H in the course of this engagement, to the fullest extent permitted by applicable law. MCB acknowledges that the protection afforded by the attorney-client privilege may be waived by voluntary disclosure of privileged communications to third parties who are not agents of the client for purposes of the representation, and MCB agrees to consult with C&H before making any such disclosure.

9. Document Retention

Following the conclusion of this engagement, whether by completion of the transaction, termination by either party, or otherwise, C&H will retain the client files relating to this matter in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years from the date of file closure. At the expiration of the retention period, the Firm reserves the right to destroy such files without further notice to MCB, unless MCB has requested the return or continued retention of such files prior to that time.

MCB may request the return of original documents at any time during or after the engagement. Such documents will be returned to MCB promptly upon written request, at MCB's expense for any shipping or reproduction costs. Copies of documents generated by C&H in the course of the engagement, including internal memoranda, research files, and attorney work product, are the property of the Firm and may be retained by the Firm in accordance with its document retention policy.

10. Termination

Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that MCB elects to terminate the engagement, MCB will remain responsible for payment of all fees and disbursements incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter. In the event that C&H elects to withdraw from the engagement, C&H will do so in compliance with the applicable rules of professional conduct, including providing MCB with reasonable notice and taking reasonable steps to avoid prejudice to MCB's interests.

Upon termination or withdrawal, C&H will cooperate reasonably with MCB and any successor counsel designated by MCB in the orderly transition of the matter, including the transfer of files, work product, and relevant information, subject to MCB's satisfaction of all outstanding financial obligations to the Firm.

11. Governing Law

This Letter and the attorney-client relationship established hereby shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction.

12. No Guarantee of Outcome

MCB acknowledges and understands that C&H's engagement hereunder does not constitute a guarantee or assurance of any particular outcome or result. The Lease negotiation is inherently a bilateral process, subject to the mutual agreement of the parties and influenced by market conditions, the Landlord's requirements and negotiating posture, and other factors beyond C&H's control. While C&H will exercise its professional judgment and best efforts on MCB's behalf, no attorney can guarantee the terms that will ultimately be reflected in a final, executed lease agreement. C&H's comments, assessments, and recommendations are based on the Firm's experience and professional judgment and should not be construed as predictions or guarantees of any specific result.

13. Agreement and Counterparts

We ask that MCB confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a fully executed copy to C&H at the address set forth above. This Letter may be executed in one or more counterparts, including by electronic signature (such as Brightwater Software or Ashford Health IT), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

This Letter, together with any amendments or supplements agreed to in writing by the parties, constitutes the entire agreement between C&H and MCB with respect to the terms of this engagement and supersedes any prior oral or written understandings or agreements relating to the subject matter hereof.

We look forward to working with you and the MCB team on this matter. Please do not hesitate to contact me or Cynthia Ho with any questions regarding this Letter or the engagement generally.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Angela Fontaine

Title: Partner, Real Estate Practice Group

Responsible Partner — Matter No. 1011-00007

By: ________

Name: Douglas Fairchild

Title: Partner, Real Estate Practice Group

Billing Partner — Matter No. 1011-00007

AGREED AND ACCEPTED:

The undersigned, duly authorized on behalf of Meridian Consumer Brands LLC, hereby confirms agreement to the terms and conditions of this engagement letter as set forth above.

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: Kevin Driscoll

Title: Vice President, Supply Chain & Logistics

Date: ________

cc: Martin Solberg, Principal, Halcyon Ridge Capital Partners, LP, 599 Lexington Avenue, 34th Floor, New York, NY 10022

cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP

Timekeeper	Role	Hourly Rate
Angela Fontaine	Partner	$1,150.00
Douglas Fairchild	Partner	$1,100.00
Cynthia Ho	Associate	$725.00
Grace Nakamura	Associate	$575.00

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 1285 Avenue of the Americas, 40th Floor New York, New York 10019 Telephone: (212) 541-6000 Facsimile: (212) 541-6001 www.calderwoodharkness.com
May 30, 2022
Kevin Driscoll Vice President, Supply Chain & Logistics Meridian Consumer Brands LLC 450 Park Avenue, 18th Floor New York, New York 10022
Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — Lease Negotiation for Distribution Center at Building 4, Cranbury Commerce Center, 200 Prospect Plains Road, Cranbury, New Jersey 08512
Matter Number: 1011-00007
Dear Mr. Driscoll:
1. Introduction and Engagement Confirmation
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Meridian Consumer Brands LLC, a Delaware limited liability company ("MCB" or the "Company"), as outside legal counsel in connection with the matter described herein. We are grateful that MCB has selected our Firm, and we are enthusiastic about the opportunity to represent the Company in this important transaction.
This engagement letter (this "Letter") sets forth the terms and conditions that will govern our representation of MCB, including the scope of the engagement, the composition of the engagement team, our fee arrangements and billing practices, and other matters relevant to the attorney-client relationship. We ask that you review this Letter carefully and, if the terms are acceptable, countersign a copy in the space provided below and return it to our offices, thereby confirming MCB's agreement to the terms set forth herein. A fully executed copy will be maintained in our files and a duplicate will be provided to you for your records.
2. Scope of Representation
C&H will represent MCB as tenant's counsel in connection with the negotiation, drafting, review, and execution of a long-term commercial lease (the "Lease") for approximately 285,000 square feet of warehouse and distribution space, together with approximately 12,500 square feet of finished office and mezzanine space, totaling approximately 297,500 rentable square feet, located at Building 4, Cranbury Commerce Center, 200 Prospect Plains Road, Cranbury, New Jersey 08512 (Block 24, Lot 17.04 on the Tax Map of the Township of Cranbury, Middlesex County, New Jersey) (the "Premises").
The landlord and counterparty to the Lease is Stonebridge Industrial Realty Trust, LP, a Maryland limited partnership (the "Landlord"), which is managed by its general partner, Stonebridge Industrial GP LLC, a Maryland limited liability company. We understand that the Landlord is represented in this transaction by Whitfield, Barr & Calloway LLP, a regional law firm headquartered in Philadelphia, Pennsylvania.
More specifically, the scope of C&H's representation in this engagement will include the following:
(a) Review and analysis of the Letter of Intent previously executed between MCB and the Landlord, and advising MCB on the legal implications and enforceability of the terms set forth therein;
(b) Review, analysis, and markup of the Landlord's form lease agreement and all schedules, exhibits, and ancillary documents attached thereto or contemplated thereby;
(c) Negotiation of all substantive lease terms on behalf of MCB, including, without limitation, base rent and rent escalations, the initial lease term and commencement mechanics, landlord's work provisions and the tenant improvement allowance (including any construction management provisions and lien waiver requirements), operating expense pass-throughs (including base year or expense stop structures, audit rights, and exclusions), common area maintenance charges, renewal options and expansion rights, early termination options and any associated termination fees, assignment and subletting provisions (including recapture rights and profit-sharing), co-tenancy provisions (if applicable), environmental covenants and indemnification provisions, and insurance and indemnification requirements;
(d) Drafting and negotiation of a limited guaranty (the "Guaranty") to be provided by Meridian Holdings Inc., a Delaware corporation and MCB's direct parent entity ("Meridian Holdings"), in favor of the Landlord, including the scope, dollar cap, duration, and burn-off provisions of such Guaranty;
(e) Review and negotiation of a Subordination, Non-Disturbance, and Attornment Agreement ("SNDA") with the Landlord's mortgage lender for the benefit of MCB, to ensure that MCB's leasehold interest in the Premises will be recognized and remain in effect in the event of a foreclosure or other transfer of the Landlord's interest;
(f) Review and analysis of the Phase I Environmental Site Assessment of the Premises prepared by MCB's environmental consultant, and advising MCB on the allocation of environmental risk and the adequacy of environmental representations, warranties, and indemnification provisions in the Lease;
(g) Coordination, as necessary and appropriate, with MCB's real estate broker, Pinnacle Brokerage Group LLC, and MCB's environmental consultant, Blackthorn Environmental Consulting, Inc., in connection with the foregoing matters;
(h) Review and advising on the terms of the irrevocable standby letter of credit to be posted by MCB as a security deposit under the Lease, including the form, issuing bank requirements, draw conditions, and burn-down provisions; and
(i) Preparation, review, and delivery of the tenant estoppel certificate and any related closing deliverables required in connection with the execution and delivery of the Lease and ancillary documents.
Scope Limitations. The scope of this engagement is limited to the matters expressly described above. Without limiting the generality of the foregoing, this engagement does not include representation of MCB or any other party in connection with any litigation, arbitration, or other dispute resolution proceeding; any regulatory or governmental compliance matter; any federal, state, or local tax matter (including, without limitation, real property tax assessment appeals); or any land use, zoning, entitlement, or permitting matter. This engagement also does not include title examination, title insurance procurement, or survey review. In the event that any such matters arise during the course of the engagement, the parties will discuss and mutually agree upon an expanded scope of engagement, an appropriate referral to specialist counsel, or both, as the circumstances may warrant.
This engagement further does not include the representation of Meridian Holdings Inc. or Halcyon Ridge Capital Partners, LP ("Halcyon Ridge") as separate clients of the Firm. MCB is the sole client in this engagement. However, C&H understands and acknowledges that MCB is a portfolio company of Halcyon Ridge, and that Martin Solberg, a Principal on the operations team at Halcyon Ridge Capital Partners, LP, oversees real estate and facilities decisions for MCB in his capacity as a representative of Halcyon Ridge. MCB has authorized C&H to communicate with Mr. Solberg regarding this matter, and C&H will treat such communications as authorized client communications for purposes of this engagement, subject to the confidentiality and privilege provisions set forth below.
3. Engagement Team
The following attorneys will comprise the engagement team for this matter:
Angela Fontaine — Partner, Real Estate Practice Group; Responsible Partner. Ms. Fontaine will have overall supervisory responsibility for the engagement and will serve as the primary senior point of contact for MCB. Ms. Fontaine brings over twenty years of experience representing institutional and corporate tenants in complex commercial lease transactions throughout the New York metropolitan area and the Mid-Atlantic region.
Douglas Fairchild — Partner, Real Estate Practice Group; Billing Partner. Mr. Fairchild will be responsible for billing and financial administration of the engagement and will also provide substantive counsel on lease negotiation matters as needed throughout the course of the representation.
Cynthia Ho — Associate, Real Estate Practice Group; Lead Associate. Ms. Ho will serve as lead associate and day-to-day point of contact for MCB. Ms. Ho will be responsible for the initial and ongoing lease markup, drafting of negotiation correspondence and redlines, coordination with opposing counsel at Whitfield, Barr & Calloway LLP, and management of the transaction timeline and deliverables.
Grace Nakamura — Associate, Real Estate Practice Group; Working Associate. Ms. Nakamura will provide additional drafting, research, and document review support to the engagement team as needed throughout the course of the representation.
From time to time, other attorneys or paraprofessional staff at the Firm may be called upon to assist with discrete tasks in connection with this engagement, including, without limitation, legal research, document production, and administrative support. MCB will be notified in advance if any additional timekeepers are expected to incur material time on the matter, and the applicable hourly rates for such individuals will be communicated to MCB at that time.
4. Fees
4.1 Hourly Rates
Fees for legal services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the assigned members of the engagement team:
Rates for paralegals and other support staff, if utilized on this matter, will be communicated to MCB in advance. Such rates are typically in the range of $275.00 to $375.00 per hour, depending on the individual's seniority and experience.
The Firm's standard hourly rates are subject to periodic adjustment, typically on an annual basis effective as of January 1 of each calendar year. MCB will receive advance written notice of any rate changes applicable to this engagement. Any adjusted rates will apply prospectively to services rendered on or after the effective date of the adjustment.
4.2 Fee Estimate
Based on our understanding of the anticipated scope and complexity of this engagement — from initial review of the Letter of Intent through the negotiation, execution, and delivery of the Lease, the tenant estoppel certificate, the SNDA, and the limited Guaranty — C&H estimates that total legal fees for this engagement will be in the range of $85,000 to $125,000.
This estimate is based on certain assumptions, including that the transaction will be of customary complexity involving a single lease for a single building on the Landlord's standard industrial-form lease, with a reasonable number of drafting rounds and negotiation sessions between the parties and their respective counsel. The estimate does not account for extraordinary circumstances, including, without limitation, protracted or contentious disputes over material lease terms, significant modifications to the building's site plan or specifications, complex environmental remediation issues or the need for additional environmental investigations, governmental or regulatory approvals, or the initiation of any litigation or dispute resolution proceedings.
This estimate is provided solely for MCB's internal budgeting purposes and should not be construed as a fee cap, fixed fee, or guaranteed maximum price. Actual fees incurred may be higher or lower than the estimated range, depending on the complexity, duration, and course of the lease negotiation and the requirements of the transaction. C&H will endeavor to keep MCB, and Mr. Solberg at Halcyon Ridge Capital Partners, informed on a regular basis regarding fee expenditures relative to this estimate, and will promptly advise MCB if circumstances arise that suggest total fees may materially exceed the high end of the estimated range.
5. Disbursements and Expenses
In addition to professional fees for legal services, MCB will be responsible for reimbursement of all reasonable out-of-pocket disbursements and expenses incurred by C&H in connection with the performance of services under this engagement. Such disbursements and expenses may include, without limitation, the following:
(a) Filing fees and recording charges;
(b) Overnight courier, express mail, and delivery charges;
(c) Travel expenses, including transportation, lodging, and meals, in the event that in-person attendance at meetings, inspections, or closings outside of the New York metropolitan area is required (any such travel will be undertaken only with MCB's prior approval);
(d) Document reproduction, printing, and binding costs;
(e) Online legal research and database charges (including Westmark Data Systems, Sundial Solutions, and similar services); and
(f) Third-party vendor costs, to the extent incurred at MCB's direction or with MCB's prior approval.
All disbursements will be billed at cost, without markup. Itemized disbursements will be reflected on each monthly invoice as described below.
6. Billing and Payment
C&H will issue invoices to MCB on a monthly basis for all fees and disbursements incurred during the preceding calendar month. Each invoice will include a summary of services rendered, organized by timekeeper, reflecting the date of service, a description of the work performed, the hours billed, and the applicable hourly rate, together with an itemization of all disbursements and expenses incurred during the billing period.
Payment of each invoice is due within thirty (30) days of the date of the invoice (i.e., net 30 days). C&H accepts payment by check or wire transfer. Wire transfer instructions will be provided upon request.
C&H understands that this engagement has been approved through Halcyon Ridge Capital Partners, LP's legal budget process. Accordingly, all invoices should be directed to Kevin Driscoll at MCB at the address set forth above, with a courtesy copy to Martin Solberg at Halcyon Ridge Capital Partners, LP, 599 Lexington Avenue, 34th Floor, New York, New York 10022. C&H will comply with any reasonable invoice formatting or submission requirements that MCB or Halcyon Ridge may specify from time to time.
C&H reserves the right to suspend the performance of legal services or to withdraw from this engagement if any invoice remains unpaid for more than sixty (60) days after the date of issuance, upon reasonable prior written notice to MCB and subject to C&H's obligations under the applicable rules of professional conduct governing withdrawal from representation.
7. Client Identification and Conflicts
The client in this engagement is Meridian Consumer Brands LLC. For the avoidance of doubt, neither Meridian Holdings Inc. nor Halcyon Ridge Capital Partners, LP is a client of the Firm in connection with this matter. C&H acknowledges that MCB is a portfolio company of Halcyon Ridge and that Meridian Holdings Inc. will serve as a guarantor under the Lease; however, the attorney-client relationship established by this Letter exists solely between C&H and MCB.
C&H has conducted a conflicts check based on the information provided by MCB, including the identities of the parties, their affiliates, and their respective counsel, and has identified no conflicts of interest that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct.
MCB agrees to promptly notify C&H of any changes in its corporate structure, ownership, management, or related-party relationships that may be relevant to C&H's ongoing conflicts analysis. C&H will conduct additional conflicts checks as necessary in the event that the scope of the engagement is expanded or new parties or counterparties are identified.
8. Confidentiality
All information and materials provided by MCB to C&H in connection with this engagement, whether oral, written, or in electronic form, will be treated as confidential by the Firm and its attorneys, staff, and agents. C&H will not disclose such information to any third party without MCB's prior consent, except to the extent required by applicable law, the rules of professional conduct governing C&H's practice, or an order of a court or other tribunal of competent jurisdiction.
The attorney-client privilege and work product doctrine will apply to all communications between C&H and MCB (including authorized communications with Mr. Solberg at Halcyon Ridge Capital Partners, LP) and to all work product generated by C&H in the course of this engagement, to the fullest extent permitted by applicable law. MCB acknowledges that the protection afforded by the attorney-client privilege may be waived by voluntary disclosure of privileged communications to third parties who are not agents of the client for purposes of the representation, and MCB agrees to consult with C&H before making any such disclosure.
9. Document Retention
Following the conclusion of this engagement, whether by completion of the transaction, termination by either party, or otherwise, C&H will retain the client files relating to this matter in accordance with the Firm's document retention policy. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years from the date of file closure. At the expiration of the retention period, the Firm reserves the right to destroy such files without further notice to MCB, unless MCB has requested the return or continued retention of such files prior to that time.
MCB may request the return of original documents at any time during or after the engagement. Such documents will be returned to MCB promptly upon written request, at MCB's expense for any shipping or reproduction costs. Copies of documents generated by C&H in the course of the engagement, including internal memoranda, research files, and attorney work product, are the property of the Firm and may be retained by the Firm in accordance with its document retention policy.
10. Termination
Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. In the event that MCB elects to terminate the engagement, MCB will remain responsible for payment of all fees and disbursements incurred by C&H through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter. In the event that C&H elects to withdraw from the engagement, C&H will do so in compliance with the applicable rules of professional conduct, including providing MCB with reasonable notice and taking reasonable steps to avoid prejudice to MCB's interests.
Upon termination or withdrawal, C&H will cooperate reasonably with MCB and any successor counsel designated by MCB in the orderly transition of the matter, including the transfer of files, work product, and relevant information, subject to MCB's satisfaction of all outstanding financial obligations to the Firm.
11. Governing Law
This Letter and the attorney-client relationship established hereby shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflict of laws that would require the application of the laws of any other jurisdiction.
12. No Guarantee of Outcome
MCB acknowledges and understands that C&H's engagement hereunder does not constitute a guarantee or assurance of any particular outcome or result. The Lease negotiation is inherently a bilateral process, subject to the mutual agreement of the parties and influenced by market conditions, the Landlord's requirements and negotiating posture, and other factors beyond C&H's control. While C&H will exercise its professional judgment and best efforts on MCB's behalf, no attorney can guarantee the terms that will ultimately be reflected in a final, executed lease agreement. C&H's comments, assessments, and recommendations are based on the Firm's experience and professional judgment and should not be construed as predictions or guarantees of any specific result.
13. Agreement and Counterparts
We ask that MCB confirm its agreement to the terms and conditions of this engagement letter by having an authorized representative countersign this Letter in the space provided below and return a fully executed copy to C&H at the address set forth above. This Letter may be executed in one or more counterparts, including by electronic signature (such as Brightwater Software or Ashford Health IT), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
This Letter, together with any amendments or supplements agreed to in writing by the parties, constitutes the entire agreement between C&H and MCB with respect to the terms of this engagement and supersedes any prior oral or written understandings or agreements relating to the subject matter hereof.
We look forward to working with you and the MCB team on this matter. Please do not hesitate to contact me or Cynthia Ho with any questions regarding this Letter or the engagement generally.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Angela Fontaine
Title: Partner, Real Estate Practice Group
Responsible Partner — Matter No. 1011-00007
By: ________
Name: Douglas Fairchild
Title: Partner, Real Estate Practice Group
Billing Partner — Matter No. 1011-00007
AGREED AND ACCEPTED:
The undersigned, duly authorized on behalf of Meridian Consumer Brands LLC, hereby confirms agreement to the terms and conditions of this engagement letter as set forth above.
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: Kevin Driscoll
Title: Vice President, Supply Chain & Logistics
Date: ________
cc: Martin Solberg, Principal, Halcyon Ridge Capital Partners, LP, 599 Lexington Avenue, 34th Floor, New York, NY 10022
cc: Douglas Fairchild, Partner, Calderwood & Harkness LLP
Timekeeper | Role | Hourly Rate
Angela Fontaine | Partner | $1,150.00
Douglas Fairchild | Partner | $1,100.00
Cynthia Ho | Associate | $725.00
Grace Nakamura | Associate | $575.00

PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

MERIDIAN CONSUMER BRANDS LLC

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