Fee Agreement — Hourly Engagement for Commercial Contract Review

Whitfield & Associates LLP 123 Commerce Street, Suite 800 | Austin, Texas 78701

Client: Meridian Technologies, Inc. Matter: Review and negotiation of enterprise software licensing agreements Date: February 14, 2026

Scope of Services

Whitfield & Associates LLP ("Firm") will represent Meridian Technologies, Inc. ("Client") in connection with the review, drafting, and negotiation of enterprise software licensing agreements with third-party vendors. This engagement specifically includes:

• Review of proposed vendor agreements and identification of legal risks
• Drafting and negotiation of contract modifications and redlines
• Advice on intellectual property, indemnification, and limitation of liability provisions
• Preparation of the firm's standard contract playbook for Client's procurement team

Excluded from this engagement: Litigation, regulatory compliance review, tax advice, and any matters not described above. If additional services are needed, a separate engagement letter will be provided.

Assigned Attorneys: Sarah Chen (Partner), David Kim (Senior Associate), and paralegals as needed.

Fee Structure

Rates are effective through December 31, 2026. The Firm reserves the right to adjust rates annually with 30 days' written notice.

Billing Practices

• Billing frequency: Monthly, itemized invoices sent by the 10th of the following month
• Payment terms: Net 30 days from invoice date
• Minimum increment: Time billed in 6-minute (0.1 hour) increments
• Retainer deposit: $15,000 initial retainer to be deposited into the Firm's IOLTA trust account; replenished when balance falls below $5,000
• Late payment: Balances unpaid after 30 days accrue interest at 1.5% per month (18% per annum)
• Billing disputes: Client may dispute any charge in writing within 30 days of invoice; disputed amounts are not subject to late interest while under review

Expense Policy

Expenses exceeding $1,000 in any single month will be itemized on the invoice. Client may request supporting documentation for any expense.

Termination Provisions

Client termination: Client may terminate this engagement at any time by written notice. The Firm will promptly cease work and provide a final invoice for services rendered and expenses incurred through the termination date. Any unused retainer will be refunded within 30 days.

Firm withdrawal: The Firm may withdraw from representation upon reasonable written notice if: (a) the Client fails to pay invoices after written demand and a 15-day cure period; (b) the Client requests the Firm to engage in conduct the Firm believes is unethical or unlawful; or (c) continued representation would create a conflict of interest.

File transfer: Upon termination, the Firm will provide Client's file (including all client-provided documents and work product) in electronic format within 14 business days. The Firm may retain copies for its records as permitted by applicable rules.