ConfidentialConfidential • July 23rd, 2008 • Ascendia Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
This letter agreement (this “Agreement”) confirms the terms under which Ascendia Brands, Inc. and each of its direct and indirect subsidiaries, and any entity formed by, or at the direction of, Ascendia Brands, Inc. (collectively, the “Company”) has engaged Houlihan Lokey Howard & Zukin Capital, Inc. (“Houlihan Lokey”), effective as of July 3, 2008 (the “Effective Date”), as its exclusive financial advisor to provide financial advisory and investment banking services in connection with one or more merger, acquisition and/or restructuring transactions involving the Company and with respect to such other financial matters as to which the Company and Houlihan Lokey may agree in writing during the term of this engagement.
