Contract analysis

From: Theresa Kim <tkim@calderwoodharkness.com> To: "Elaine C. Woodbury" <ewoodbury@ashfordcrane.com> Cc: "Harrison K. Drummond" <hdrummond@ashfordcrane.com> Date: Thu, 14 Mar 2024 04:47:00 -0000 Subject: Briarwood Family Office LLC / Meridian Peak Capital Partners Fund IV, L.P. — Third Draft Side Letter

I hope you are well. I am copying Harrison on this email as well.

I am writing on behalf of our client, Briarwood Family Office LLC ("BFO"), in connection with BFO's proposed $75 million limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"). Please find attached a third draft of the Side Letter (the "Side Letter") among Meridian Peak Capital Partners Fund IV, L.P., Meridian Peak Capital Partners GP IV LLC (the "GP"), and Briarwood Family Office

This draft incorporates the outcomes and agreements reached during the four-party conference call held on Monday, March 11, 2024, among Calderwood & Harkness, Briarwood, Ashford Crane, and Meridian Peak. We appreciated the productive discussion on the call and believe the parties made meaningful progress toward finalizing the remaining terms.

**Resolved Points Incorporated in This Draft**

The following items, among others, have been updated to reflect the agreements reached on the call:

- *Key Person Suspension.* The draft now reflects the agreed formulation providing for a 90-day suspension of the investment period upon the departure of either Conrad J. Ellsworth or Priya Narayan, during which BFO may elect to cease participation in future capital calls. This language was agreed upon during the March 11 call.

- *MFN Anchor Investor Carve-Out.* The most favored nation provision retains the anchor investor carve-out at the $200 million commitment threshold, as confirmed on the call. MFN rights apply to limited partners committing $50 million or more, with a 20 business day election period following BFO's receipt of the GP's redacted side-letter summary.

- *Other Items.* The draft also incorporates the resolved positions on co-investment mechanics and reporting schedule refinements discussed on the call.

Three points remain in brackets and require the GP's final position:

1. *Excuse/Exclusion Cap.* The draft continues to reflect BFO's position of a 25% cap on aggregate excused investments (equal to $18,750,000 on BFO's $75 million commitment). We acknowledge that the GP indicated willingness on the call to move from 15% to 20%; however, BFO continues to press for 25% and believes this is consistent with market for a commitment of this size. This remains bracketed as [20%/25%].

2. *MFN Summary Delivery Timing.* The draft brackets the GP's obligation to deliver a redacted summary of material side-letter terms at [15/20] business days following the applicable close at which BFO is admitted. BFO's preference is for the 15 business day timeline in order to allow sufficient time to evaluate and exercise its MFN election rights within the 20 business day election window.

3. *K-1 Delivery Timeline.* The draft brackets the Fund's obligation to use commercially reasonable efforts to deliver Schedule K-1s within [75/90] days of fiscal year-end (versus the 120-day standard set forth in the LPA). BFO's preference is for the 75-day timeline to accommodate its internal tax reporting and filing obligations.

We would appreciate it if Ashford Crane could provide the GP's markup or final comments on the three bracketed points at your earliest convenience. BFO is targeting prompt resolution of these remaining items, particularly in light of the anticipated first close timeline for Fund IV. We are happy to schedule a follow-up call if that would be helpful to work through the open items efficiently.

For completeness, the remaining provisions of the Side Letter — including the management fee reduction (1.50% on committed capital during the investment period, stepping down to 1.25% on invested capital thereafter), co-investment rights on equity transactions exceeding $100 million (on a no-fee/no-carry, pro rata basis), enhanced quarterly and annual reporting obligations, transfer rights to Hargrove family entities

Please do not hesitate to reach out if you have any questions or would like to discuss. I am available by phone or email.

Theresa Kim Senior Associate Funds & Asset Management Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 T: (212) 558-4732 E: tkim@calderwoodharkness.com

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