1011-00008 · Firm and Meridian Consumer Brands LLC · Engagement

engagement-letter-mcb-msa.docx DOCUMENT Antitrust

5 / 12 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Park Avenue, 34th Floor New York, NY 10017

Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com

July 25, 2023

VIA EMAIL AND FIRST-CLASS MAIL

David Halverston, Esq. General Counsel Meridian Consumer Brands LLC 680 Fifth Avenue, 22nd Floor New York, NY 10019

Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — Negotiation of Master Services Agreement with Pinecrest Digital Solutions Inc.

Matter Number: 1011-00008 Client Number: 71982

Dear Mr. Halverston:

We are writing to confirm the engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC in connection with the negotiation, drafting, and review of a Master Services Agreement with Pinecrest Digital Solutions Inc. We appreciate your confidence in our Firm and look forward to working with you and your team on this matter. This letter sets forth the terms and conditions that will govern the attorney-client relationship between our Firm and Meridian Consumer Brands LLC for this engagement.

1. Introduction and Purpose

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," "Meridian," or the "Client"), in connection with the negotiation, drafting, and review of a Master Services Agreement (the "MSA") with Pinecrest Digital Solutions Inc., a Delaware corporation ("Pinecrest" or "PDS"). This engagement arises out of MCB's selection of Pinecrest as the preferred vendor following the completion of MCB's formal request for proposals process, designated as RFP Reference: MCB-IT-RFP-2023-006. Pinecrest was selected as the preferred vendor on July 10, 2023, following MCB's evaluation of multiple proposals submitted in response to the RFP.

This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and MCB for this matter, including the scope of our engagement, the composition of the engagement team, our fee arrangements and billing practices, and certain other matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as described in Section 15 below.

2. Scope of Engagement

C&H's engagement is limited to representing MCB in connection with the negotiation, drafting, and execution of the MSA with Pinecrest. Specifically, the scope of this engagement encompasses the following:

(a) Drafting and Preparation of the MSA. C&H will prepare and draft the initial Master Services Agreement between MCB (acting in the capacity of Customer and/or Licensee) and Pinecrest (acting in the capacity of Service Provider and/or Licensor). The MSA will be referenced internally as MSA-PDS-MCB-2023 and will serve as the governing contract for the provision of technology services and related deliverables by Pinecrest to MCB.

(b) Review and Analysis of Counterparty Redlines and Comments. C&H will review, analyze, and prepare responses to all redlines, comments, markups, and counterproposals returned by Pinecrest and its outside counsel, Dunleavy, Proctor & Hale LLP ("DPH"), located at 300 South Tryon Street, Suite 2200, Charlotte, NC 28202. This will include the preparation of comparison documents, issues lists, and negotiation memoranda as needed to support the Client's review and decision-making process.

(c) Negotiation Sessions and Calls. C&H will conduct and participate in negotiation sessions, conference calls, videoconferences, and other communications with DPH and, as appropriate, with representatives of Pinecrest, on behalf of MCB. The Firm will coordinate with MCB's internal stakeholders in advance of each negotiation session to ensure alignment on priorities, fallback positions, and open issues.

(d) Advisory Services on Technology Transactions Issues. C&H will advise MCB on a range of technology transactions issues that are expected to arise in connection with the MSA negotiation, including but not limited to:

(i) intellectual property ownership and licensing rights, including ownership of custom-developed works, pre-existing intellectual property, and derivative works;

(ii) data security, data privacy, and data protection requirements, including compliance with applicable data protection laws and industry standards;

(iii) service level agreements, including the definition, measurement, and enforcement of performance standards, uptime commitments, response times, and remedies for service level failures;

(iv) liability allocation, including limitations of liability, exclusions, and caps on direct, indirect, consequential, and special damages;

(v) indemnification obligations, including the scope of indemnification, defense obligations, settlement authority, and procedures for third-party claims;

(vi) insurance requirements, including minimum coverage types, coverage amounts, and evidence of insurance obligations;

(vii) change-of-control provisions, including consent requirements, assignment restrictions, and termination rights in the event of a change of control of either party; and

(viii) termination rights, including termination for cause, termination for convenience, wind-down and transition assistance obligations, and post-termination data return and destruction requirements.

(e) Ancillary Documents. C&H will prepare, review, and negotiate related ancillary documents, including Statements of Work ("SOWs"), exhibits, schedules, addenda, and other attachments to the MSA as may be necessary or desirable in connection with the engagement.

(f) Antitrust and Competition Analysis. To the extent that antitrust or competition law issues become relevant to the engagement—including, without limitation, issues relating to exclusivity arrangements, most-favored-customer provisions, non-compete restrictions, or market allocation concerns—C&H will provide antitrust and competition analysis as part of its advisory services under this engagement.

Matters Outside the Scope of This Engagement. The Firm's engagement does not include, and C&H will not be providing, legal advice or representation with respect to: (i) tax advice, except to the extent incidental to the structuring of contractual provisions within the MSA; (ii) regulatory filings or approvals of any kind; (iii) litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising from or related to the MSA or otherwise; or (iv) any matters unrelated to the Pinecrest MSA negotiation described herein. Should MCB require legal services in any of these areas, we would be happy to discuss the possibility of a separate engagement, which would be subject to a separate engagement letter.

Client Background Information. For purposes of this engagement, we note the following background information. MCB is a consumer products and retail company with fiscal year 2022 revenue of approximately $1.34 billion. MCB is a portfolio company of Ashford Capital Partners Fund IV, LP, a private equity fund managed by Ashford Capital Management LLC (collectively, the "PE Sponsor"). MCB's principal offices are located at 680 Fifth Avenue, 22nd Floor, New York, NY 10019. MCB's registered agent in the State of Delaware is Capitol Registered Agents, LLC, located at 1209 Orange Street, Wilmington, DE 19801.

Counterparty Background Information. Pinecrest Digital Solutions Inc. is a technology services company headquartered at 2300 Lakewood Boulevard, Suite 400, Durham, NC 27713. Pinecrest was founded in 2016 and reported fiscal year 2022 revenue of approximately $218 million. The company employs approximately 1,100 individuals. Pinecrest's service offerings include cloud infrastructure management, managed IT services, enterprise application support (including SAP and Pinnacle Health IT platforms), cybersecurity monitoring, and data analytics platform hosting.

3. Engagement Team

The following attorneys have been assigned to this matter and will be responsible for providing legal services to MCB in connection with this engagement:

3.1 Elaine Forsythe — Responsible Partner

Title: Partner, Antitrust & Competition Practice

Role: Responsible Partner. Ms. Forsythe will oversee all aspects of the engagement, lead negotiations with Pinecrest's counsel at DPH, and serve as the primary senior attorney contact for MCB. She will be responsible for ensuring the quality and timeliness of all work product, coordinating the engagement team, and providing strategic guidance on negotiation priorities and key legal issues. All material deliverables will be reviewed and approved by Ms. Forsythe prior to submission to the Client or transmission to opposing counsel.

Billing Rate: $1,250 per hour

3.2 Howard Bellamy — Billing Partner

Title: Partner, Antitrust & Competition Practice

Role: Billing Partner. Mr. Bellamy will be responsible for billing administration, fee arrangements, and overall engagement oversight. He will ensure compliance with the Firm's billing and invoicing procedures and will serve as the primary point of contact for any billing-related inquiries from MCB. In addition, Mr. Bellamy will provide strategic counsel and subject-matter expertise as needed on antitrust, competition, and commercial contract matters.

Billing Rate: $1,250 per hour

3.3 Garrett Simmons — Lead Associate

Title: Senior Associate, Tax Practice

Role: Lead Associate. Mr. Simmons will assist with the day-to-day drafting and preparation of the MSA and ancillary documents, review and analyze redlines and counterproposals received from DPH, maintain and update the issues tracking log, and prepare materials for negotiation sessions and internal client calls. Mr. Simmons will work under the supervision of Ms. Forsythe and will serve as the primary day-to-day contact for the engagement team.

Billing Rate: $875 per hour

3.4 Leila Nazari — Working Associate

Title: Associate, Tax Practice

Role: Working Associate. Ms. Nazari will support the engagement team by assisting with drafting, legal research, document management, issues tracking, and the preparation of memoranda and negotiation materials. Ms. Nazari will work under the supervision of Mr. Simmons and Ms. Forsythe.

Billing Rate: $695 per hour

Additional Personnel. C&H may assign additional attorneys, paralegals, or other support staff to this engagement as the matter requires. The Firm will provide advance notice to the Client prior to assigning any additional personnel. Billing rates for additional personnel will be consistent with the Firm's standard rate schedule for the applicable seniority level and will be communicated to MCB at the time of assignment.

4. Client Contacts

The primary client contact for this engagement shall be David Halverston, General Counsel, Meridian Consumer Brands LLC. Unless otherwise instructed by Mr. Halverston, all communications regarding the engagement—including draft deliverables, legal advice, status updates, negotiation strategy memoranda, and issues reports—will be directed to Mr. Halverston.

In addition, C&H understands that the following individuals within MCB's organization may be involved in the engagement and may serve as additional client contacts as needed:

• Margaret "Meg" Thornbury, Chief Executive Officer — Executive Sponsor for the Pinecrest MSA project, responsible for executive-level oversight, strategic direction, and final approval of key commercial terms.

• Priya Chandrasekaran, Vice President, Information Technology — IT Lead for the MSA technical requirements, responsible for defining and validating technical specifications, service level requirements, cybersecurity standards, and integration requirements to be incorporated into the MSA and related Statements of Work.

• Samuel Otieno, Director of Procurement — Procurement Lead for commercial terms, responsible for coordinating with C&H on pricing structures, payment terms, volume commitments, discount schedules, and other commercial and procurement-related provisions.

C&H will coordinate with Mr. Halverston regarding the involvement of these individuals in specific workstreams, meetings, and review cycles. The Firm will not take direction from individuals other than Mr. Halverston without his prior authorization, except in circumstances where Mr. Halverston has expressly designated an alternative point of contact for a particular purpose.

5. Fees and Billing Rates

C&H will bill MCB for professional services rendered in connection with this engagement on an hourly basis at the following 2023 standard rates:

The foregoing rates are the Firm's standard rates currently in effect for 2023. The Firm reserves the right to adjust its standard billing rates annually, with such adjustments typically taking effect on January 1 of each calendar year. C&H will provide advance written notice to MCB of any changes to applicable billing rates prior to the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.

In addition to attorneys, paralegals, legal assistants, and other support staff may be utilized in connection with this engagement. Such personnel will be billed at the Firm's then-current rates for the applicable staff level, which will be communicated to MCB in advance of any charges being incurred.

All professional time is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of time spent on engagement-related activities, and such records will form the basis for the Firm's invoices.

6. Disbursements and Expenses

In addition to professional fees for legal services, MCB will be responsible for reimbursing C&H for reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, but are not limited to, the following:

• Document reproduction and printing costs;

• Courier and overnight delivery services (e.g., Severin Partners LLC, Halcyon Partners LLC);

• Travel expenses, including airfare, ground transportation, lodging, and meals, if travel is required in connection with the engagement (all travel expenses must be pre-approved by the Client);

• Database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);

• Filing fees;

• Telecommunications charges, including conference call and videoconference platform fees; and

• Other reasonable out-of-pocket costs directly related to the engagement.

All disbursements will be itemized on each invoice and presented separately from professional fees. The Firm will endeavor to keep disbursements to reasonable levels and will consult with the Client before incurring any individual expense that the Firm anticipates will exceed $500.

7. Billing and Payment Terms

C&H will issue invoices to MCB on a monthly basis, or at such other intervals as may be mutually agreed upon by the Firm and the Client. Each invoice will provide a detailed accounting of the services rendered during the applicable billing period, including the following information:

• The date on which each service was performed;

• The name and billing rate of the timekeeper who performed the service;

• The amount of time spent on the service (in tenths of an hour);

• A narrative description of the services rendered; and

• An itemization of all disbursements and expenses incurred during the billing period.

Invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and should reference Matter Number 1011-00008 and Client Number 71982 to ensure proper application.

MCB may direct any billing inquiries, questions regarding invoice detail, or requests for alternative billing arrangements to Howard Bellamy, Billing Partner, who can be reached at (212) 554-7218 or hbellamy@calderwoodharkness.com.

8. Matter Identification

All professional time, costs, disbursements, and correspondence related to this engagement will be recorded under the following identifiers:

Matter Number: 1011-00008 Client Number: 71982

MCB should reference these numbers in all correspondence, payments, and communications directed to the Firm in connection with this matter. Proper use of these identifiers will ensure that all charges and communications are accurately recorded and allocated.

9. Confidentiality and Attorney-Client Privilege

All communications between C&H and MCB in connection with this engagement—including oral and written communications, memoranda, draft documents, legal analyses, negotiation strategies, and any other work product prepared by the Firm—are subject to the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to preserve and protect these privileges in connection with its representation of MCB.

C&H will maintain the confidentiality of all information provided by MCB in connection with this engagement, including but not limited to proprietary business information, financial data, strategic plans, trade secrets, information regarding MCB's relationship with its PE Sponsor, and any other information that MCB designates as confidential or that is of a nature that would reasonably be understood to be confidential. The Firm's confidentiality obligations are subject to applicable legal and ethical obligations, including the New York Rules of Professional Conduct.

MCB acknowledges that the Firm may be required to disclose certain information as required by law, court order, subpoena, or applicable rules of professional conduct. In the event that C&H receives a request or demand for disclosure of confidential client information, the Firm will promptly notify MCB (to the extent permitted by law) and will cooperate with MCB in seeking to limit or prevent such disclosure.

10. Conflicts of Interest

C&H has conducted a thorough conflicts check in accordance with the Firm's standard procedures and the New York Rules of Professional Conduct. Based on the results of that review, the Firm is not aware of any conflict of interest that would prevent C&H from undertaking this representation.

The Firm's representation in this matter is limited to MCB in connection with the negotiation of the MSA with Pinecrest as described herein. C&H does not represent, and will not represent in connection with this matter, Pinecrest Digital Solutions Inc., Dunleavy, Proctor & Hale LLP, Ashford Capital Partners Fund IV, LP, Ashford Capital Management LLC, or any other party to, or entity involved in, this transaction. The Firm's duties of loyalty, confidentiality, and zealous representation run solely to MCB in connection with this engagement.

MCB agrees to promptly notify C&H of any developments that may give rise to potential conflicts of interest, including but not limited to any changes in the ownership, control, or affiliations of MCB or Pinecrest, any new business relationships between MCB and entities that may be clients of the Firm, or any other circumstances that could reasonably be expected to affect the Firm's ability to represent MCB in this matter. The Firm will likewise promptly notify MCB if it becomes aware of any potential conflict arising during the course of the engagement.

11. Governing Law

This Engagement Letter and the attorney-client relationship between C&H and MCB shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The Firm's representation of MCB is subject to, and will be conducted in compliance with, the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York, as the same may be amended from time to time.

12. Limitation of Scope; No Guarantee of Outcome

This engagement is limited to the scope described in Section 2 above. C&H's representation of MCB does not extend to any legal matters, transactions, disputes, or advisory services other than those expressly described in this Engagement Letter, unless the parties separately agree in writing to expand or modify the scope of the engagement. Any such expansion or modification shall be documented by a supplemental engagement letter or written amendment to this letter, signed by both parties.

The Firm makes no guarantees, warranties, or predictions regarding the outcome of the MSA negotiations with Pinecrest, the terms upon which an agreement may be reached, or the likelihood that the parties will successfully conclude the MSA on terms acceptable to MCB. The practice of law inherently involves uncertainty, and outcomes are dependent on numerous factors beyond the control of the Firm, including but not limited to the positions and conduct of the counterparty, market conditions, and the Client's own business objectives and risk tolerance.

MCB retains the right and authority to make all final decisions regarding the terms of the MSA, the conduct of negotiations, and whether to enter into any agreement with Pinecrest. C&H will provide its professional advice and recommendations, but all business decisions remain with the Client.

13. Termination of Engagement

Either C&H or MCB may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, or on such later date as may be specified therein.

Upon termination of the engagement, MCB will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, including any fees and costs incurred in connection with the orderly transition of the matter to successor counsel.

In the event of termination, C&H will cooperate fully in an orderly transition of the matter to successor counsel designated by MCB, including the prompt transfer of files, work product, and relevant information, subject to the Firm's right to retain copies of its files in accordance with its standard document retention policies and applicable ethical obligations.

The Firm's obligations of confidentiality, preservation of attorney-client privilege, and protection of work product shall survive the termination of this engagement indefinitely, subject only to applicable legal and ethical requirements.

14. Document Retention

Following the conclusion or termination of this engagement, C&H will retain the engagement file—including correspondence, memoranda, draft and final documents, research materials, and other work product—in accordance with the Firm's standard document retention policies.

MCB may request the return of original documents provided to the Firm at any time during or after the engagement. The Firm will comply with such requests promptly, subject to the Firm's right to retain copies for its records.

C&H reserves the right to dispose of the engagement file after a reasonable retention period, which is typically ten (10) years from the date of matter closure. The Firm will provide prior written notice to MCB before disposing of any engagement files, and MCB will have a reasonable opportunity to request return of the files or copies thereof before disposal.

15. Acceptance and Execution

We ask that you indicate MCB's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to eforsythe@calderwoodharkness.com, or by mail to the Firm's address set forth above.

Please note that, in the event that C&H commences work on this matter prior to receipt of the countersigned copy of this Engagement Letter, such commencement of work shall constitute acceptance by MCB of the terms and conditions set forth herein.

This Engagement Letter, together with any attachments or enclosures referenced herein, constitutes the entire agreement between C&H and MCB with respect to the terms of this engagement and supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to the subject matter hereof.

[Signature Page Follows]

SIGNATURE PAGE TO ENGAGEMENT LETTER Calderwood & Harkness LLP — Meridian Consumer Brands LLC Matter Number: 1011-00008

CALDERWOOD & HARKNESS LLP

By: ________

Name: Elaine Forsythe

Title: Partner

Date: ________

ACKNOWLEDGED AND AGREED:

MERIDIAN CONSUMER BRANDS LLC

By: ________

Name: David Halverston

Title: General Counsel

Date: ________

Closing

We sincerely appreciate the opportunity to represent Meridian Consumer Brands LLC in connection with this important matter. Calderwood & Harkness LLP looks forward to working closely with you and your team to negotiate a Master Services Agreement that advances MCB's business objectives and protects its legal and commercial interests.

Should you have any questions regarding this Engagement Letter or any aspect of our engagement, please do not hesitate to contact Elaine Forsythe at (212) 554-7234 or eforsythe@calderwoodharkness.com, or Howard Bellamy at (212) 554-7218 or hbellamy@calderwoodharkness.com. We are available at your convenience.

Very truly yours,

CALDERWOOD & HARKNESS LLP

Enclosures:

1. Standard Terms and Conditions of Engagement (incorporated by reference)

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments are intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise exempt from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies. © 2023 Calderwood & Harkness LLP. All rights reserved.

Timekeeper Level	2023 Hourly Rate
Partners	$1,250 per hour
Senior Associates	$875 per hour
Associates	$695 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Park Avenue, 34th Floor New York, NY 10017
Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com
July 25, 2023
VIA EMAIL AND FIRST-CLASS MAIL
David Halverston, Esq. General Counsel Meridian Consumer Brands LLC 680 Fifth Avenue, 22nd Floor New York, NY 10019
Re: Engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC — Negotiation of Master Services Agreement with Pinecrest Digital Solutions Inc.
Matter Number: 1011-00008 Client Number: 71982
Dear Mr. Halverston:
We are writing to confirm the engagement of Calderwood & Harkness LLP by Meridian Consumer Brands LLC in connection with the negotiation, drafting, and review of a Master Services Agreement with Pinecrest Digital Solutions Inc. We appreciate your confidence in our Firm and look forward to working with you and your team on this matter. This letter sets forth the terms and conditions that will govern the attorney-client relationship between our Firm and Meridian Consumer Brands LLC for this engagement.
1. Introduction and Purpose
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," "Meridian," or the "Client"), in connection with the negotiation, drafting, and review of a Master Services Agreement (the "MSA") with Pinecrest Digital Solutions Inc., a Delaware corporation ("Pinecrest" or "PDS"). This engagement arises out of MCB's selection of Pinecrest as the preferred vendor following the completion of MCB's formal request for proposals process, designated as RFP Reference: MCB-IT-RFP-2023-006. Pinecrest was selected as the preferred vendor on July 10, 2023, following MCB's evaluation of multiple proposals submitted in response to the RFP.
This letter (the "Engagement Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and MCB for this matter, including the scope of our engagement, the composition of the engagement team, our fee arrangements and billing practices, and certain other matters. We ask that you review this letter carefully and, if the terms are acceptable, execute and return a copy to us as described in Section 15 below.
2. Scope of Engagement
C&H's engagement is limited to representing MCB in connection with the negotiation, drafting, and execution of the MSA with Pinecrest. Specifically, the scope of this engagement encompasses the following:
(a) Drafting and Preparation of the MSA. C&H will prepare and draft the initial Master Services Agreement between MCB (acting in the capacity of Customer and/or Licensee) and Pinecrest (acting in the capacity of Service Provider and/or Licensor). The MSA will be referenced internally as MSA-PDS-MCB-2023 and will serve as the governing contract for the provision of technology services and related deliverables by Pinecrest to MCB.
(b) Review and Analysis of Counterparty Redlines and Comments. C&H will review, analyze, and prepare responses to all redlines, comments, markups, and counterproposals returned by Pinecrest and its outside counsel, Dunleavy, Proctor & Hale LLP ("DPH"), located at 300 South Tryon Street, Suite 2200, Charlotte, NC 28202. This will include the preparation of comparison documents, issues lists, and negotiation memoranda as needed to support the Client's review and decision-making process.
(c) Negotiation Sessions and Calls. C&H will conduct and participate in negotiation sessions, conference calls, videoconferences, and other communications with DPH and, as appropriate, with representatives of Pinecrest, on behalf of MCB. The Firm will coordinate with MCB's internal stakeholders in advance of each negotiation session to ensure alignment on priorities, fallback positions, and open issues.
(d) Advisory Services on Technology Transactions Issues. C&H will advise MCB on a range of technology transactions issues that are expected to arise in connection with the MSA negotiation, including but not limited to:
(i) intellectual property ownership and licensing rights, including ownership of custom-developed works, pre-existing intellectual property, and derivative works;
(ii) data security, data privacy, and data protection requirements, including compliance with applicable data protection laws and industry standards;
(iii) service level agreements, including the definition, measurement, and enforcement of performance standards, uptime commitments, response times, and remedies for service level failures;
(iv) liability allocation, including limitations of liability, exclusions, and caps on direct, indirect, consequential, and special damages;
(v) indemnification obligations, including the scope of indemnification, defense obligations, settlement authority, and procedures for third-party claims;
(vi) insurance requirements, including minimum coverage types, coverage amounts, and evidence of insurance obligations;
(vii) change-of-control provisions, including consent requirements, assignment restrictions, and termination rights in the event of a change of control of either party; and
(viii) termination rights, including termination for cause, termination for convenience, wind-down and transition assistance obligations, and post-termination data return and destruction requirements.
(e) Ancillary Documents. C&H will prepare, review, and negotiate related ancillary documents, including Statements of Work ("SOWs"), exhibits, schedules, addenda, and other attachments to the MSA as may be necessary or desirable in connection with the engagement.
(f) Antitrust and Competition Analysis. To the extent that antitrust or competition law issues become relevant to the engagement—including, without limitation, issues relating to exclusivity arrangements, most-favored-customer provisions, non-compete restrictions, or market allocation concerns—C&H will provide antitrust and competition analysis as part of its advisory services under this engagement.
Matters Outside the Scope of This Engagement. The Firm's engagement does not include, and C&H will not be providing, legal advice or representation with respect to: (i) tax advice, except to the extent incidental to the structuring of contractual provisions within the MSA; (ii) regulatory filings or approvals of any kind; (iii) litigation, arbitration, mediation, or other dispute resolution proceedings, whether arising from or related to the MSA or otherwise; or (iv) any matters unrelated to the Pinecrest MSA negotiation described herein. Should MCB require legal services in any of these areas, we would be happy to discuss the possibility of a separate engagement, which would be subject to a separate engagement letter.
Client Background Information. For purposes of this engagement, we note the following background information. MCB is a consumer products and retail company with fiscal year 2022 revenue of approximately $1.34 billion. MCB is a portfolio company of Ashford Capital Partners Fund IV, LP, a private equity fund managed by Ashford Capital Management LLC (collectively, the "PE Sponsor"). MCB's principal offices are located at 680 Fifth Avenue, 22nd Floor, New York, NY 10019. MCB's registered agent in the State of Delaware is Capitol Registered Agents, LLC, located at 1209 Orange Street, Wilmington, DE 19801.
Counterparty Background Information. Pinecrest Digital Solutions Inc. is a technology services company headquartered at 2300 Lakewood Boulevard, Suite 400, Durham, NC 27713. Pinecrest was founded in 2016 and reported fiscal year 2022 revenue of approximately $218 million. The company employs approximately 1,100 individuals. Pinecrest's service offerings include cloud infrastructure management, managed IT services, enterprise application support (including SAP and Pinnacle Health IT platforms), cybersecurity monitoring, and data analytics platform hosting.
3. Engagement Team
The following attorneys have been assigned to this matter and will be responsible for providing legal services to MCB in connection with this engagement:
3.1 Elaine Forsythe — Responsible Partner
Title: Partner, Antitrust & Competition Practice
Role: Responsible Partner. Ms. Forsythe will oversee all aspects of the engagement, lead negotiations with Pinecrest's counsel at DPH, and serve as the primary senior attorney contact for MCB. She will be responsible for ensuring the quality and timeliness of all work product, coordinating the engagement team, and providing strategic guidance on negotiation priorities and key legal issues. All material deliverables will be reviewed and approved by Ms. Forsythe prior to submission to the Client or transmission to opposing counsel.
Billing Rate: $1,250 per hour
3.2 Howard Bellamy — Billing Partner
Title: Partner, Antitrust & Competition Practice
Role: Billing Partner. Mr. Bellamy will be responsible for billing administration, fee arrangements, and overall engagement oversight. He will ensure compliance with the Firm's billing and invoicing procedures and will serve as the primary point of contact for any billing-related inquiries from MCB. In addition, Mr. Bellamy will provide strategic counsel and subject-matter expertise as needed on antitrust, competition, and commercial contract matters.
Billing Rate: $1,250 per hour
3.3 Garrett Simmons — Lead Associate
Title: Senior Associate, Tax Practice
Role: Lead Associate. Mr. Simmons will assist with the day-to-day drafting and preparation of the MSA and ancillary documents, review and analyze redlines and counterproposals received from DPH, maintain and update the issues tracking log, and prepare materials for negotiation sessions and internal client calls. Mr. Simmons will work under the supervision of Ms. Forsythe and will serve as the primary day-to-day contact for the engagement team.
Billing Rate: $875 per hour
3.4 Leila Nazari — Working Associate
Title: Associate, Tax Practice
Role: Working Associate. Ms. Nazari will support the engagement team by assisting with drafting, legal research, document management, issues tracking, and the preparation of memoranda and negotiation materials. Ms. Nazari will work under the supervision of Mr. Simmons and Ms. Forsythe.
Billing Rate: $695 per hour
Additional Personnel. C&H may assign additional attorneys, paralegals, or other support staff to this engagement as the matter requires. The Firm will provide advance notice to the Client prior to assigning any additional personnel. Billing rates for additional personnel will be consistent with the Firm's standard rate schedule for the applicable seniority level and will be communicated to MCB at the time of assignment.
4. Client Contacts
The primary client contact for this engagement shall be David Halverston, General Counsel, Meridian Consumer Brands LLC. Unless otherwise instructed by Mr. Halverston, all communications regarding the engagement—including draft deliverables, legal advice, status updates, negotiation strategy memoranda, and issues reports—will be directed to Mr. Halverston.
In addition, C&H understands that the following individuals within MCB's organization may be involved in the engagement and may serve as additional client contacts as needed:
•  Margaret "Meg" Thornbury, Chief Executive Officer — Executive Sponsor for the Pinecrest MSA project, responsible for executive-level oversight, strategic direction, and final approval of key commercial terms.
•  Priya Chandrasekaran, Vice President, Information Technology — IT Lead for the MSA technical requirements, responsible for defining and validating technical specifications, service level requirements, cybersecurity standards, and integration requirements to be incorporated into the MSA and related Statements of Work.
•  Samuel Otieno, Director of Procurement — Procurement Lead for commercial terms, responsible for coordinating with C&H on pricing structures, payment terms, volume commitments, discount schedules, and other commercial and procurement-related provisions.
C&H will coordinate with Mr. Halverston regarding the involvement of these individuals in specific workstreams, meetings, and review cycles. The Firm will not take direction from individuals other than Mr. Halverston without his prior authorization, except in circumstances where Mr. Halverston has expressly designated an alternative point of contact for a particular purpose.
5. Fees and Billing Rates
C&H will bill MCB for professional services rendered in connection with this engagement on an hourly basis at the following 2023 standard rates:
The foregoing rates are the Firm's standard rates currently in effect for 2023. The Firm reserves the right to adjust its standard billing rates annually, with such adjustments typically taking effect on January 1 of each calendar year. C&H will provide advance written notice to MCB of any changes to applicable billing rates prior to the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment.
In addition to attorneys, paralegals, legal assistants, and other support staff may be utilized in connection with this engagement. Such personnel will be billed at the Firm's then-current rates for the applicable staff level, which will be communicated to MCB in advance of any charges being incurred.
All professional time is recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous records of time spent on engagement-related activities, and such records will form the basis for the Firm's invoices.
6. Disbursements and Expenses
In addition to professional fees for legal services, MCB will be responsible for reimbursing C&H for reasonable out-of-pocket expenses and disbursements incurred by the Firm in connection with this engagement. Such expenses and disbursements may include, but are not limited to, the following:
•  Document reproduction and printing costs;
•  Courier and overnight delivery services (e.g., Severin Partners LLC, Halcyon Partners LLC);
•  Travel expenses, including airfare, ground transportation, lodging, and meals, if travel is required in connection with the engagement (all travel expenses must be pre-approved by the Client);
•  Database and legal research charges (e.g., Westmark Data Systems, Sundial Solutions, Cascade Services Inc.);
•  Filing fees;
•  Telecommunications charges, including conference call and videoconference platform fees; and
•  Other reasonable out-of-pocket costs directly related to the engagement.
All disbursements will be itemized on each invoice and presented separately from professional fees. The Firm will endeavor to keep disbursements to reasonable levels and will consult with the Client before incurring any individual expense that the Firm anticipates will exceed $500.
7. Billing and Payment Terms
C&H will issue invoices to MCB on a monthly basis, or at such other intervals as may be mutually agreed upon by the Firm and the Client. Each invoice will provide a detailed accounting of the services rendered during the applicable billing period, including the following information:
•  The date on which each service was performed;
•  The name and billing rate of the timekeeper who performed the service;
•  The amount of time spent on the service (in tenths of an hour);
•  A narrative description of the services rendered; and
•  An itemization of all disbursements and expenses incurred during the billing period.
Invoices are due and payable within thirty (30) days of the invoice date. Payments should be made by wire transfer or check payable to "Calderwood & Harkness LLP" and should reference Matter Number 1011-00008 and Client Number 71982 to ensure proper application.
MCB may direct any billing inquiries, questions regarding invoice detail, or requests for alternative billing arrangements to Howard Bellamy, Billing Partner, who can be reached at (212) 554-7218 or hbellamy@calderwoodharkness.com.
8. Matter Identification
All professional time, costs, disbursements, and correspondence related to this engagement will be recorded under the following identifiers:
Matter Number: 1011-00008 Client Number: 71982
MCB should reference these numbers in all correspondence, payments, and communications directed to the Firm in connection with this matter. Proper use of these identifiers will ensure that all charges and communications are accurately recorded and allocated.
9. Confidentiality and Attorney-Client Privilege
All communications between C&H and MCB in connection with this engagement—including oral and written communications, memoranda, draft documents, legal analyses, negotiation strategies, and any other work product prepared by the Firm—are subject to the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take all reasonable steps to preserve and protect these privileges in connection with its representation of MCB.
C&H will maintain the confidentiality of all information provided by MCB in connection with this engagement, including but not limited to proprietary business information, financial data, strategic plans, trade secrets, information regarding MCB's relationship with its PE Sponsor, and any other information that MCB designates as confidential or that is of a nature that would reasonably be understood to be confidential. The Firm's confidentiality obligations are subject to applicable legal and ethical obligations, including the New York Rules of Professional Conduct.
MCB acknowledges that the Firm may be required to disclose certain information as required by law, court order, subpoena, or applicable rules of professional conduct. In the event that C&H receives a request or demand for disclosure of confidential client information, the Firm will promptly notify MCB (to the extent permitted by law) and will cooperate with MCB in seeking to limit or prevent such disclosure.
10. Conflicts of Interest
C&H has conducted a thorough conflicts check in accordance with the Firm's standard procedures and the New York Rules of Professional Conduct. Based on the results of that review, the Firm is not aware of any conflict of interest that would prevent C&H from undertaking this representation.
The Firm's representation in this matter is limited to MCB in connection with the negotiation of the MSA with Pinecrest as described herein. C&H does not represent, and will not represent in connection with this matter, Pinecrest Digital Solutions Inc., Dunleavy, Proctor & Hale LLP, Ashford Capital Partners Fund IV, LP, Ashford Capital Management LLC, or any other party to, or entity involved in, this transaction. The Firm's duties of loyalty, confidentiality, and zealous representation run solely to MCB in connection with this engagement.
MCB agrees to promptly notify C&H of any developments that may give rise to potential conflicts of interest, including but not limited to any changes in the ownership, control, or affiliations of MCB or Pinecrest, any new business relationships between MCB and entities that may be clients of the Firm, or any other circumstances that could reasonably be expected to affect the Firm's ability to represent MCB in this matter. The Firm will likewise promptly notify MCB if it becomes aware of any potential conflict arising during the course of the engagement.
11. Governing Law
This Engagement Letter and the attorney-client relationship between C&H and MCB shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. The Firm's representation of MCB is subject to, and will be conducted in compliance with, the New York Rules of Professional Conduct as adopted by the Appellate Division of the Supreme Court of the State of New York, as the same may be amended from time to time.
12. Limitation of Scope; No Guarantee of Outcome
This engagement is limited to the scope described in Section 2 above. C&H's representation of MCB does not extend to any legal matters, transactions, disputes, or advisory services other than those expressly described in this Engagement Letter, unless the parties separately agree in writing to expand or modify the scope of the engagement. Any such expansion or modification shall be documented by a supplemental engagement letter or written amendment to this letter, signed by both parties.
The Firm makes no guarantees, warranties, or predictions regarding the outcome of the MSA negotiations with Pinecrest, the terms upon which an agreement may be reached, or the likelihood that the parties will successfully conclude the MSA on terms acceptable to MCB. The practice of law inherently involves uncertainty, and outcomes are dependent on numerous factors beyond the control of the Firm, including but not limited to the positions and conduct of the counterparty, market conditions, and the Client's own business objectives and risk tolerance.
MCB retains the right and authority to make all final decisions regarding the terms of the MSA, the conduct of negotiations, and whether to enter into any agreement with Pinecrest. C&H will provide its professional advice and recommendations, but all business decisions remain with the Client.
13. Termination of Engagement
Either C&H or MCB may terminate this engagement at any time upon written notice to the other party. Termination shall be effective upon receipt of such written notice, or on such later date as may be specified therein.
Upon termination of the engagement, MCB will remain responsible for the payment of all professional fees and disbursements incurred by the Firm through the effective date of termination, including any fees and costs incurred in connection with the orderly transition of the matter to successor counsel.
In the event of termination, C&H will cooperate fully in an orderly transition of the matter to successor counsel designated by MCB, including the prompt transfer of files, work product, and relevant information, subject to the Firm's right to retain copies of its files in accordance with its standard document retention policies and applicable ethical obligations.
The Firm's obligations of confidentiality, preservation of attorney-client privilege, and protection of work product shall survive the termination of this engagement indefinitely, subject only to applicable legal and ethical requirements.
14. Document Retention
Following the conclusion or termination of this engagement, C&H will retain the engagement file—including correspondence, memoranda, draft and final documents, research materials, and other work product—in accordance with the Firm's standard document retention policies.
MCB may request the return of original documents provided to the Firm at any time during or after the engagement. The Firm will comply with such requests promptly, subject to the Firm's right to retain copies for its records.
C&H reserves the right to dispose of the engagement file after a reasonable retention period, which is typically ten (10) years from the date of matter closure. The Firm will provide prior written notice to MCB before disposing of any engagement files, and MCB will have a reasonable opportunity to request return of the files or copies thereof before disposal.
15. Acceptance and Execution
We ask that you indicate MCB's agreement to the terms and conditions set forth in this Engagement Letter by signing and returning a copy of this letter to the undersigned at your earliest convenience. A countersigned copy may be returned by email (in PDF format) to eforsythe@calderwoodharkness.com, or by mail to the Firm's address set forth above.
Please note that, in the event that C&H commences work on this matter prior to receipt of the countersigned copy of this Engagement Letter, such commencement of work shall constitute acceptance by MCB of the terms and conditions set forth herein.
This Engagement Letter, together with any attachments or enclosures referenced herein, constitutes the entire agreement between C&H and MCB with respect to the terms of this engagement and supersedes all prior or contemporaneous oral or written communications, proposals, or representations with respect to the subject matter hereof.
[Signature Page Follows]
SIGNATURE PAGE TO ENGAGEMENT LETTER Calderwood & Harkness LLP — Meridian Consumer Brands LLC Matter Number: 1011-00008
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
MERIDIAN CONSUMER BRANDS LLC
By: ________
Name: David Halverston
Title: General Counsel
Date: ________
Closing
We sincerely appreciate the opportunity to represent Meridian Consumer Brands LLC in connection with this important matter. Calderwood & Harkness LLP looks forward to working closely with you and your team to negotiate a Master Services Agreement that advances MCB's business objectives and protects its legal and commercial interests.
Should you have any questions regarding this Engagement Letter or any aspect of our engagement, please do not hesitate to contact Elaine Forsythe at (212) 554-7234 or eforsythe@calderwoodharkness.com, or Howard Bellamy at (212) 554-7218 or hbellamy@calderwoodharkness.com. We are available at your convenience.
Very truly yours,
CALDERWOOD & HARKNESS LLP
Enclosures:
1.  Standard Terms and Conditions of Engagement (incorporated by reference)
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED COMMUNICATION This engagement letter and all attachments are intended solely for the use of the addressee and may contain information that is privileged, confidential, or otherwise exempt from disclosure. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies. © 2023 Calderwood & Harkness LLP. All rights reserved.
Timekeeper Level | 2023 Hourly Rate
Partners | $1,250 per hour
Senior Associates | $875 per hour
Associates | $695 per hour

CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Park Avenue, 34th Floor New York, NY 10017

VIA EMAIL AND FIRST-CLASS MAIL

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

MERIDIAN CONSUMER BRANDS LLC

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts