Contract analysis

From: "Sandra M. Whitfield" <swhitfield@briarwoodfamilyoffice.com> To: Pamela Cross <pcross@calderwoodharkness.com> Cc: "Julian R. Hargrove" <jhargrove@briarwoodfamilyoffice.com> Date: Thu, 28 Mar 2024 04:47:00 -0000 Subject: Meridian Peak Fund IV — Pause on Side-Letter Negotiations

Thank you — and the entire C&H team — for the continued work on the Fund IV side letter. I know we've been moving at a good clip, and I appreciate the responsiveness throughout this process.

As things stand, following Ashford Crane's second GP markup (received March 18) and your open-points memo dated March 22, we're down to three remaining bracketed points in the draft side letter. That's good progress. However, I need to flag a development on our end that will require us to press pause for the time being.

Our investment committee met on Monday to discuss the proposed $75 million commitment to Meridian Peak Capital Partners Fund IV, L.P. The committee did review your open-points memorandum summarizing the remaining negotiation items — the excuse cap, MFN summary delivery timing, and K-1 delivery timeline — but the discussion fairly quickly shifted away from the side-letter terms and toward the underlying investment mer

Specifically, the IC has requested additional diligence on Meridian Peak's track record across Funds I through III (representing roughly $3.2 billion in aggregate commitments). Julian raised a number of questions during the meeting about realized and unrealized performance data and attribution across those vintages, and the committee determined that it would not be appropriate to finalize the side letter or subscript

With that backdrop, I'm formally asking that C&H pause the side-letter negotiation with Ashford Crane & Hewitt and Meridian Peak pending the IC's further review. To be clear, this is a pause — not a termination. BFO has not made a final decision to pass on Fund IV. But I'd ask that C&H not circulate any further drafts or comments to Ashford Crane or Meridian Peak at this time.

On the investment and track record diligence side, Derek Calloway is coordinating directly with Gavin Lockhart at Meridian Peak, so that workstream is proceeding separately from the legal negotiation.

I'd appreciate it if you or someone on the team could communicate the pause to Harrison Drummond at Ashford Crane in an appropriate manner. I'd suggest framing it as a temporary hold pending internal investment committee review — no need to get into the specifics of our diligence concerns. I'm aware that Fund IV's anticipated first close is April 30, but we're not going to rush the IC process to meet that timeline.

I expect the IC will reconvene in early April — likely the first week — to make a final determination, and I'll keep you updated as things develop on our end. In the meantime, I'd ask that you hold off on any further billable work on the matter beyond communicating the pause to Ashford Crane. I want to be mindful of costs until we know which direction this is heading.

I do want to say — regardless of where the IC ultimately lands — the side-letter negotiation has been very well-handled. Your open-points memo was particularly helpful for the committee's review, and I know Theresa and Owen have put a lot of careful work into the drafting. Please pass along my thanks to them.

I'm sorry about the timing given how far along we are, but I'd rather get this right on the investment side than push to close and have the IC second-guess itself later. I'll be in touch as soon as I have more clarity.

Sandra M. Whitfield General Counsel Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021 (212) 471-8300 swhitfield@briarwoodfamilyoffice.com