CALDERWOOD & HARKNESS LLP

125 Park Avenue, 34th Floor New York, New York 10017

Telephone: (212) 884-7600 Facsimile: (212) 884-7601

October 18, 2023

VIA EMAIL AND FIRST CLASS MAIL

Carolyn Ostrowski, Esq. Dunleavy, Proctor & Hale LLP 300 South Tryon Street, Suite 2200 Charlotte, NC 28202

Re: Master Services Agreement Negotiations — Meridian Consumer Brands LLC and Pinecrest Digital Solutions Inc. Reference: MSA-PDS-MCB-2023

Dear Ms. Ostrowski:

We write on behalf of our client, Meridian Consumer Brands LLC ("MCB"), a Delaware limited liability company, in connection with the ongoing negotiation of the proposed Master Services Agreement (document reference MSA-PDS-MCB-2023) (the "MSA") between MCB and Pinecrest Digital Solutions Inc. ("Pinecrest"), a Delaware corporation. The purpose of this letter is to formally notify Dunleavy, Proctor & Hale LLP ("DPH"), as outside counsel to Pinecrest, that MCB is pausing all negotiations relating to the MSA, effective immediately and for the reasons set forth more fully below.

As you are aware, the parties have been engaged in good-faith negotiations of the MSA since the initial draft was circulated by MCB on August 4, 2023. Over the course of those negotiations, the parties have made substantial progress toward a mutually acceptable agreement. That progress has included the exchange of multiple drafts and corresponding redlines, two negotiation calls between the respective deal teams held on September 8, 2023 and September 29, 2023, and the circulation of a near-final draft by DPH on October 6, 2023. We acknowledge that significant headway has been made on the majority of the commercial and legal provisions of the MSA. Notwithstanding that progress, as of the date of this letter, certain material issues remained open and had been escalated for resolution by the parties' respective business principals. Those open items include, without limitation: (i) the applicable data security standards and related compliance requirements; (ii) the aggregate liability cap applicable to Pinecrest under the MSA; (iii) the termination fee structure and triggering events; and (iv) the scope and frequency of MCB's audit rights with respect to Pinecrest's performance of the services and handling of MCB data.

It has come to MCB's attention that, on October 12, 2023, a public announcement was made that Vaulton Technologies Group, Inc. ("Vaulton"), a Delaware corporation headquartered at 1400 Peachtree Road NE, Suite 3100, Atlanta, Georgia 30309, has entered into a definitive agreement to acquire Pinecrest Digital Solutions Inc. for a reported aggregate purchase price of approximately $685 million (the "Vaulton Acquisition"). This announced transaction constitutes a material development that directly affects the commercial and legal context in which the MSA has been negotiated. MCB must assess the implications of the Vaulton Acquisition for the proposed MSA, including but not limited to change-of-control considerations, the continued adequacy of the data security and confidentiality obligations contemplated by the draft MSA, the identity and creditworthiness of the ultimate contracting counterparty, and the broader commercial relationship between the parties. MCB must further evaluate the potential impact of the Vaulton Acquisition on the services contemplated under the MSA and on the proprietary data, trade secrets, and other confidential information of MCB that would be entrusted to the service provider under the terms of the agreement. Given the significance of this development, and the sensitivity of the information and operations at issue, MCB considers it both prudent and necessary to pause the negotiation process to allow for a thorough and considered evaluation.

Accordingly, please be advised that MCB is hereby pausing all negotiations of the MSA (MSA-PDS-MCB-2023), effective as of the date of this letter. During this pause period, no further drafts, redlines, comments, mark-ups, or proposals relating to the MSA should be circulated by either party, and MCB will refrain from further negotiation activity with respect to the MSA until it has completed its internal review of the implications of the Vaulton Acquisition. MCB's internal review is expected to involve, among other things, consultation with MCB's senior management team and its equity sponsor regarding the strategic, commercial, and risk implications of the announced transaction. MCB will communicate its position to Pinecrest and DPH promptly following the completion of that review.

MCB expressly reserves all of its rights, remedies, claims, defenses, and positions with respect to the draft MSA, the negotiations conducted to date, and any and all matters arising out of or relating thereto. Nothing in this letter, and no pause in the negotiation process, shall be deemed to constitute a waiver of any right, claim, or defense that MCB may have or may hereafter acquire, whether arising under the draft MSA, at law, in equity, or otherwise. For the avoidance of doubt, no binding agreement has been reached between MCB and Pinecrest with respect to the MSA or any of its terms, and the draft MSA remains at all times a non-binding draft subject to the mutual agreement, approval, and due execution and delivery of both parties. The pause set forth herein is without prejudice to MCB's right to terminate or resume negotiations at any time and in its sole discretion, and nothing herein shall be construed to obligate MCB to resume negotiations or to enter into the MSA or any other agreement with Pinecrest.

We take this opportunity to remind DPH and Pinecrest that all information exchanged between the parties in connection with the MSA negotiations — including but not limited to commercial terms, pricing structures, fee schedules, technical specifications, operational data, system architecture details, and any proprietary or confidential information of MCB — remains subject to the existing confidentiality obligations between the parties and must continue to be treated as strictly confidential during and after the pause period. These obligations survive any pause, suspension, or termination of the MSA negotiations and remain fully enforceable in accordance with their terms. We respectfully request that DPH confirm, on behalf of Pinecrest, that Pinecrest and its representatives will maintain the confidentiality of all such information and will not disclose, disseminate, or make use of any MCB confidential information for any purpose other than as expressly permitted by the applicable confidentiality agreements.

MCB will communicate its position to DPH and Pinecrest in writing following the completion of its internal assessment of the Vaulton Acquisition and its implications for the proposed MSA. In the interim, should you have any questions or wish to communicate regarding this matter, please direct all inquiries to the undersigned at the contact information set forth below. For your reference, this matter is carried under Calderwood & Harkness LLP matter number 1011-00008.

We appreciate your courtesy and cooperation in this matter and look forward to being in touch in due course.

Very truly yours,