[sheet: Invoice Summary]

[sheet: Invoice Summary]
Field | Value
Invoice From: | Calderwood & Harkness LLP
Firm Address: | 125 Park Avenue, 34th Floor, New York, NY 10017
Invoice To: | Meridian Consumer Brands LLC
Client Address: | 680 Fifth Avenue, 22nd Floor, New York, NY 10019
Attention: | David Halverston, General Counsel
Client Number: | 71982
Matter Number: | 1011-00008
Matter Description: | MSA Negotiation — Pinecrest Digital Solutions Inc. (MSA-PDS-MCB-2023)
Invoice Date: | 2023-10-30
Service Period: | July 25, 2023 through October 30, 2023
Invoice Status: | Final / Closing Invoice
Responsible Partner: | Elaine Forsythe
Billing Partner: | Howard Bellamy
Total Professional Fees (Gross): | $187,597.50
Less: Courtesy discount: | ($172.50)
Total Professional Fees (Net): | $187,425.00
Total Disbursements: | $3,218.00
TOTAL AMOUNT DUE: | $190,643.00
Payment Terms: | Net 45 from invoice date
Payment Due Date: | 2023-12-14
Governing Law: | New York
[sheet: Timekeeper Summary]
Timekeeper | Title / Role | Practice Group | Billing Rate | Hours | Fees
Elaine Forsythe | Partner — Responsible Partner | Antitrust & Competition | $1,250.00 | 42.5 | $53,125.00
Howard Bellamy | Partner — Billing Partner | Antitrust & Competition | $1,250.00 | 18.0 | $22,500.00
Garrett Simmons | Senior Associate — Lead Associate | Tax | $875.00 | 68.0 | $59,500.00
Leila Nazari | Associate — Working Associate | Tax | $695.00 | 75.5 | $52,472.50
SUBTOTAL | 204.0 | $187,597.50
Courtesy discount | ($172.50)
TOTAL PROFESSIONAL FEES | 204.0 | $187,425.00
[sheet: Time Detail]
Date | Timekeeper | Rate | Hours | Amount | Description
2023-07-25 | Elaine Forsythe | $1,250.00 | 1.5 | $1,875.00 | Engagement letter preparation and review; initial call with D. Halverston re scope of MSA negotiation with Pinecrest Digital Solutions Inc.
2023-07-25 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Review of MCB RFP (MCB-IT-RFP-2023-006) and Pinecrest vendor evaluation materials; begin preparation of initial MSA draft framework
2023-07-26 | Leila Nazari | $695.00 | 3.0 | $2,085.00 | Research New York governing law provisions for technology services agreements; draft initial MSA sections on IP ownership and data security
2023-07-27 | Garrett Simmons | $875.00 | 2.5 | $2,187.50 | Continue MSA framework development; outline service component schedules and pricing structure provisions
2023-07-28 | Garrett Simmons | $875.00 | 4.5 | $3,937.50 | Continue drafting MSA (MSA-PDS-MCB-2023); draft service component schedules (Cloud Infrastructure, Managed IT, Enterprise App Support, Cybersecurity Monitoring)
2023-07-28 | Leila Nazari | $695.00 | 3.5 | $2,432.50 | Draft confidentiality, non-solicitation, and data protection provisions; research CCPA and state data privacy requirements applicable to technology services
2023-07-31 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Draft SLA framework including uptime guarantees, response time requirements, and credit calculation methodology
2023-07-31 | Leila Nazari | $695.00 | 2.5 | $1,737.50 | Draft representations and warranties sections; research standard warranty provisions for enterprise technology services agreements
2023-08-01 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Review and revise initial MSA draft; conference with G. Simmons and L. Nazari re change-of-control provisions, liability cap (2x ACV), SLA credit structure
2023-08-01 | Leila Nazari | $695.00 | 2.0 | $1,390.00 | Revise IP ownership and data security provisions per E. Forsythe comments; update defined terms schedule
2023-08-02 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Revise MSA draft per E. Forsythe comments; strengthen change-of-control provisions; refine liability cap structure
2023-08-03 | Howard Bellamy | $1,250.00 | 1.0 | $1,250.00 | Review initial MSA draft; comments on termination for convenience provisions and early termination fee structure
2023-08-03 | Leila Nazari | $695.00 | 1.5 | $1,042.50 | Research early termination fee structures in comparable technology services agreements; prepare benchmarking summary
2023-08-04 | Garrett Simmons | $875.00 | 2.5 | $2,187.50 | Finalize first draft MSA; prepare transmittal to MCB for review; includes 5-year term, $2,950,000 ACV, Net 45 payment terms
2023-08-04 | Leila Nazari | $695.00 | 1.5 | $1,042.50 | Finalize insurance requirements schedule ($10M tech E&O/cyber, $5M CGL, $2M workers' comp); proofread draft
2023-08-07 | Howard Bellamy | $1,250.00 | 1.5 | $1,875.00 | Review finalized first draft MSA; provide additional comments on dispute resolution and governing law provisions
2023-08-08 | Elaine Forsythe | $1,250.00 | 1.5 | $1,875.00 | Call with D. Halverston to discuss first draft MSA; address MCB internal comments on pricing escalation and benchmarking provisions
2023-08-09 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Incorporate MCB internal comments into MSA draft; revise pricing escalation provisions and add benchmarking mechanism
2023-08-10 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Review consolidated MCB comments from D. Halverston and P. Chandrasekaran; incorporate client revisions to data security and SOC 2 Type II certification provisions
2023-08-10 | Leila Nazari | $695.00 | 2.0 | $1,390.00 | Update SOC 2 Type II certification requirements and audit frequency provisions per MCB comments
2023-08-11 | Elaine Forsythe | $1,250.00 | 1.5 | $1,875.00 | Review revised draft incorporating MCB comments; authorize transmittal of draft to Pinecrest counsel (Dunleavy, Proctor & Hale LLP)
2023-08-14 | Garrett Simmons | $875.00 | 1.0 | $875.00 | Prepare transmittal letter and circulate MCB draft MSA to C. Ostrowski at DPH
2023-08-25 | Garrett Simmons | $875.00 | 4.0 | $3,500.00 | Review DPH first redline received from C. Ostrowski and J. Feng; catalog 47 substantive comments across liability, indemnification, data security, SLA credits, IP, audit rights, termination fee, and insurance provisions
2023-08-25 | Leila Nazari | $695.00 | 5.0 | $3,475.00 | Detailed analysis of 47 DPH redline comments; prepare issues tracking chart with MCB position vs. Pinecrest/DPH position for each item
2023-08-28 | Elaine Forsythe | $1,250.00 | 2.5 | $3,125.00 | Review DPH redline analysis; prepare MCB response strategy memorandum; call with D. Halverston and S. Otieno re priority negotiation items
2023-08-28 | Howard Bellamy | $1,250.00 | 1.5 | $1,875.00 | Review DPH first redline and issues tracker; provide comments on liability cap and termination fee counterproposals
2023-08-29 | Leila Nazari | $695.00 | 2.5 | $1,737.50 | Research DPH proposed modifications to data security standards; compare against NIST Cybersecurity Framework and ISO 27001 requirements
2023-08-30 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Prepare detailed response matrix for 47 DPH redline items categorizing as accept, reject, or counter
2023-09-01 | Elaine Forsythe | $1,250.00 | 1.0 | $1,250.00 | Review response matrix; approve negotiation positions for call #1 preparation
2023-09-05 | Garrett Simmons | $875.00 | 3.5 | $3,062.50 | Prepare for negotiation call #1; draft talking points and fallback positions on key open issues
2023-09-05 | Leila Nazari | $695.00 | 2.5 | $1,737.50 | Research market-standard SLA credit structures and liability cap benchmarks in technology MSAs for negotiation preparation
2023-09-06 | Howard Bellamy | $1,250.00 | 1.0 | $1,250.00 | Pre-negotiation strategy discussion with E. Forsythe; confirm acceptable ranges for liability cap and termination fee provisions
2023-09-08 | Elaine Forsythe | $1,250.00 | 3.0 | $3,750.00 | Participate in negotiation call #1 with DPH (C. Ostrowski, J. Feng) and Pinecrest representatives; resolve 29 of 47 open issues including indemnification triggers, IP assignment, insurance timing, SLA methodology, force majeure
2023-09-08 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Participate in negotiation call #1; contemporaneous notes and tracking of resolutions
2023-09-08 | Leila Nazari | $695.00 | 3.0 | $2,085.00 | Participate in negotiation call #1; update issues tracker with resolutions for 29 items
2023-09-11 | Garrett Simmons | $875.00 | 5.0 | $4,375.00 | Revise MSA draft to reflect 29 resolved issues from call #1; revise indemnification, IP assignment, insurance certificate, SLA measurement, and force majeure sections
2023-09-12 | Leila Nazari | $695.00 | 4.0 | $2,780.00 | Assist with MSA revisions; update cross-references; prepare clean and redline versions of revised draft
2023-09-13 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Continue revisions to MSA draft; finalize updated schedules and exhibits reflecting call #1 resolutions
2023-09-14 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Review revised draft; final approval for circulation; 18 issues remain open
2023-09-14 | Leila Nazari | $695.00 | 2.0 | $1,390.00 | Final proofread of revised MSA draft; verify all 29 resolutions properly reflected in contract language
2023-09-15 | Garrett Simmons | $875.00 | 1.0 | $875.00 | Circulate revised draft to DPH and Pinecrest counsel
2023-09-22 | Garrett Simmons | $875.00 | 3.5 | $3,062.50 | Review DPH second redline containing 12 remaining open issues; prepare analysis and response recommendation
2023-09-22 | Leila Nazari | $695.00 | 4.0 | $2,780.00 | Analyze 12 remaining issues in DPH second redline; update negotiation tracker; research audit rights precedents
2023-09-25 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Strategy call with D. Halverston and P. Chandrasekaran re 12 remaining issues; prepare for negotiation call #2
2023-09-25 | Howard Bellamy | $1,250.00 | 2.0 | $2,500.00 | Review 12 remaining open issues; strategy discussion with E. Forsythe re escalation thresholds for business principal resolution
2023-09-27 | Garrett Simmons | $875.00 | 1.5 | $1,312.50 | Prepare talking points and fallback positions for negotiation call #2; update negotiation binder
2023-09-29 | Elaine Forsythe | $1,250.00 | 3.0 | $3,750.00 | Participate in negotiation call #2 with DPH; resolve 8 of 12 issues; 4 issues remain open (data security standards, liability cap, termination fee, audit rights) for escalation to business principals
2023-09-29 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Participate in negotiation call #2; document resolutions and remaining open items
2023-09-29 | Leila Nazari | $695.00 | 3.0 | $2,085.00 | Participate in negotiation call #2; update issues tracker reflecting 8 resolutions and 4 escalated items
2023-10-02 | Garrett Simmons | $875.00 | 5.0 | $4,375.00 | Draft near-final MSA incorporating call #2 resolutions; bracket 4 unresolved issues for business principal escalation
2023-10-03 | Leila Nazari | $695.00 | 4.0 | $2,780.00 | Assist with near-final draft preparation; proofread; update schedules and exhibits
2023-10-04 | Howard Bellamy | $1,250.00 | 2.0 | $2,500.00 | Review near-final MSA draft; provide comments on bracketed liability cap and termination fee provisions
2023-10-05 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Final review of near-final draft; approve for circulation; 4 issues remain open for business principal escalation
2023-10-06 | Garrett Simmons | $875.00 | 1.5 | $1,312.50 | Circulate near-final draft to DPH; prepare summary of 4 remaining issues for business principal escalation
2023-10-12 | Elaine Forsythe | $1,250.00 | 1.5 | $1,875.00 | Review news of Vaulton Technologies Group announced acquisition of Pinecrest Digital Solutions for $685 million; initial assessment of change-of-control implications under draft MSA
2023-10-13 | Elaine Forsythe | $1,250.00 | 3.5 | $4,375.00 | Prepare internal alert memo to MCB (D. Halverston, P. Chandrasekaran) re change-of-control implications of Vaulton/Pinecrest acquisition; analysis of 30-day CoC termination window, data security risks, competitive overlap
2023-10-13 | Garrett Simmons | $875.00 | 3.5 | $3,062.50 | Research Vaulton's existing IT service relationships; identify contracts with Brightleaf Brands, Inc. and Kessler Home & Personal Care Corp.; assist with alert memo
2023-10-13 | Leila Nazari | $695.00 | 2.5 | $1,737.50 | Assist with alert memo preparation; research competitive overlap and data isolation framework issues
2023-10-16 | Elaine Forsythe | $1,250.00 | 2.5 | $3,125.00 | Participate in MCB/Ashford Capital internal strategy call with D. Halverston, M. Thornbury, K. Lau re Vaulton acquisition impact; advise on pause of negotiations
2023-10-16 | Garrett Simmons | $875.00 | 1.5 | $1,312.50 | Participate in MCB/Ashford strategy call; prepare action items summary
2023-10-17 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Draft formal pause letter to Dunleavy, Proctor & Hale LLP re suspension of MSA negotiations
2023-10-18 | Elaine Forsythe | $1,250.00 | 1.0 | $1,250.00 | Finalize and send pause letter to C. Ostrowski at DPH; reserve all MCB rights under draft MSA
2023-10-18 | Leila Nazari | $695.00 | 5.0 | $3,475.00 | Begin comprehensive competitive overlap and antitrust analysis; research Vaulton IT relationships with Brightleaf Brands ($2.1B revenue) and Kessler Home & Personal Care ($890M revenue)
2023-10-19 | Leila Nazari | $695.00 | 6.0 | $4,170.00 | Continue competitive overlap analysis; assess risk of competitive intelligence leakage through MCB proprietary data (trade promotion data, pricing algorithms, supply chain analytics) on Pinecrest/Vaulton infrastructure
2023-10-19 | Garrett Simmons | $875.00 | 4.0 | $3,500.00 | Draft competitive overlap and antitrust memorandum; analyze adequacy of contractual data isolation mechanisms; review antitrust considerations under New York law
2023-10-20 | Elaine Forsythe | $1,250.00 | 4.0 | $5,000.00 | Review and finalize competitive overlap/antitrust memo; deliver to D. Halverston, M. Thornbury, and K. Lau; recommend termination of MSA process and continuation with Corwyn Technology Services LLC ($3,150,000/yr vs. proposed $2,950,000/yr — $200,000 annual savings forfeited)
2023-10-20 | Garrett Simmons | $875.00 | 3.0 | $2,625.00 | Finalize competitive overlap memo; prepare cost comparison analysis (Corwyn at $3,150,000/yr vs. Pinecrest at $2,950,000/yr)
2023-10-20 | Leila Nazari | $695.00 | 4.0 | $2,780.00 | Finalize research sections of competitive overlap memo; cite check and proofread
2023-10-25 | Elaine Forsythe | $1,250.00 | 2.0 | $2,500.00 | Call with D. Halverston confirming MCB management decision (M. Thornbury and D. Halverston) to formally terminate MSA process; discuss next steps including formal termination letter to DPH and continuation with Corwyn under month-to-month extension
2023-10-25 | Howard Bellamy | $1,250.00 | 1.0 | $1,250.00 | Review termination decision; discuss matter closing procedures and final invoice preparation
2023-10-25 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Email to D. Halverston confirming termination decision; outline next steps; note C&H will issue closing invoice for matter 1011-00008
2023-10-26 | Elaine Forsythe | $1,250.00 | 3.0 | $3,750.00 | Draft formal termination letter to DPH; cite Vaulton closing of Pinecrest acquisition (October 27 expected close date); address change-of-control concerns, competitive overlap, data security risks
2023-10-26 | Leila Nazari | $695.00 | 3.0 | $2,085.00 | Assist with termination letter drafting; prepare confidential information destruction request provisions; confirm no data migration occurred and no transition-out obligations exist
2023-10-27 | Howard Bellamy | $1,250.00 | 1.5 | $1,875.00 | Review Vaulton closing announcement (acquisition of Pinecrest closed October 27, 2023); review termination letter draft
2023-10-27 | Howard Bellamy | $1,250.00 | 1.5 | $1,875.00 | Confer with E. Forsythe re timing of termination letter delivery; review final matter administration procedures
2023-10-30 | Elaine Forsythe | $1,250.00 | 3.0 | $3,750.00 | Finalize and transmit formal termination letter to C. Ostrowski at DPH on behalf of MCB; confirm matter closure
2023-10-30 | Howard Bellamy | $1,250.00 | 1.5 | $1,875.00 | Final review of termination letter; approve matter closing; authorize final invoice preparation
2023-10-30 | Garrett Simmons | $875.00 | 2.0 | $1,750.00 | Finalize issues tracker and negotiation log for matter file; assist with matter closing administration
2023-10-30 | Leila Nazari | $695.00 | 3.0 | $2,085.00 | Compile complete matter file; index all drafts, correspondence, and memoranda; assist with final invoice preparation
TOTAL | 204.0 | $187,597.50
[sheet: Disbursements]
Date | Category | Description | Amount
2023-08-04 | Document Production / Printing | Printing and binding of initial MSA draft (MSA-PDS-MCB-2023) — 6 copies for client review | $285.00
2023-08-25 | Document Production / Printing | Printing of DPH first redline and comparison documents | $142.00
2023-09-08 | Telecommunications | Conference call charges — Negotiation call #1 with DPH / Pinecrest | $75.00
2023-09-15 | Document Production / Printing | Printing and binding of revised MSA draft — 4 copies | $198.00
2023-09-29 | Telecommunications | Conference call charges — Negotiation call #2 with DPH / Pinecrest | $75.00
2023-10-06 | Document Production / Printing | Printing and binding of near-final MSA draft — 4 copies | $195.00
2023-10-13 | Online Research / Database Access | Westmark Data Systems and business intelligence database research — Vaulton/Pinecrest acquisition analysis, competitive overlap research | $1,450.00
2023-10-16 | Online Research / Database Access | Additional Westmark Data Systems research — antitrust considerations and data isolation frameworks | $98.00
2023-10-18 | Courier / Delivery | Severin Partners LLC overnight delivery of pause letter to Dunleavy, Proctor & Hale LLP, Charlotte, NC | $48.00
2023-10-20 | Document Production / Printing | Printing and binding of competitive overlap/antitrust memorandum — 5 copies | $225.00
2023-10-30 | Courier / Delivery | Severin Partners LLC overnight delivery of formal termination letter to Dunleavy, Proctor & Hale LLP, Charlotte, NC | $48.00
2023-10-30 | Document Production / Printing | Final matter file compilation and binding | $379.00
TOTAL DISBURSEMENTS | $3,218.00
[sheet: Invoice Total]
Line Item | Amount
Gross Professional Fees (204.0 hours) | $187,597.50
Less: Courtesy discount | ($172.50)
Net Professional Fees | $187,425.00
Disbursements | $3,218.00
TOTAL AMOUNT DUE | $190,643.00
Payment Terms: Net 45 from invoice date
Please remit payment by: December 14, 2023
Matter: MSA Negotiation — Pinecrest Digital Solutions Inc. (MSA-PDS-MCB-2023)
Client: Meridian Consumer Brands LLC (Client No. 71982)
Matter No.: 1011-00008
Status: Closed — October 30, 2023