Contract analysis

From: Owen Fischer <ofischer@calderwoodharkness.com> To: "Elaine C. Woodbury" <ewoodbury@ashfordcrane.com> Cc: Theresa Kim <tkim@calderwoodharkness.com> Date: Wed, 06 Mar 2024 10:14:00 -0000 Subject: Briarwood / Fund IV Side Letter — Scheduling Call re Open Points

I hope you are well. I am writing in connection with the ongoing side-letter negotiation between Briarwood Family Office LLC and Meridian Peak Capital Partners Fund IV, L.P. in respect of Briarwood's proposed $75 million commitment to Fund IV. Following the return of the GP's markup on March 4 and the parties' continued work through the remaining open points, we think it would be productive to schedule a conference c

We would like to propose scheduling the call for **Monday, March 11, 2024**. We have confirmed availability on the Calderwood & Harkness and Briarwood side for each of the following windows:

- 10:00 AM – 11:00 AM ET - 2:00 PM – 3:00 PM ET - 4:00 PM – 5:00 PM ET

Could you please confirm which of these slots works for the Ashford Crane and Meridian Peak teams?

We would propose the following attendees:

**Calderwood & Harkness LLP (counsel to Briarwood)** - Pamela Cross, Partner - Theresa Kim, Senior Associate

**Briarwood Family Office LLC** - Sandra M. Whitfield, General Counsel - Derek T. Calloway, Director of External Investments

**Ashford Crane & Hewitt LLP (counsel to Meridian Peak)** - Harrison K. Drummond, Partner - Elaine C. Woodbury, Senior Associate

**Meridian Peak Capital Advisors LLC** - Gavin R. Lockhart, Partner, Head of Investor Relations - Tamara Fujimoto, General Counsel & CCO

The call is intended to address the remaining open points in the side-letter negotiation, including:

- The excuse/exclusion cap percentage - Scope of the most favored nation provision (including the anchor investor carve-out) - Key person suspension duration - Any other bracketed items outstanding in the current draft

Theresa Kim will circulate a preparation memo in advance of the call summarizing the open items and our client's positions for reference.

Please let us know which time works, and whether Mr. Lockhart and Ms. Fujimoto are available for the proposed slots. Once the time is confirmed, we will circulate a calendar invitation and dial-in details.

Thank you, and please don't hesitate to reach out with any questions.

Owen Fischer Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 (212) 507-3841 ofischer@calderwoodharkness.com