Contract analysis

1. Purpose and Summary of Request The purpose of this memorandum is to document the results of a comprehensive conflict of interest check conducted in connection with a proposed new engagement by Calderwood & Harkness LLP (the "Firm") on behalf of Briarwood Family Office LLC ("BFO"), a New York-based single-family office. On January 15, 2024, Derek T. Calloway, Director of External Investments at BFO, contacted the F

2. Description of Proposed Engagement The proposed engagement is described in detail below for purposes of the conflict record. 2.1 Client Information Client: Briarwood Family Office LLC, a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, New York 10021. Employer Identification Number (EIN): 27-4831956. Principal Client Contact: Derek T. Calloway, Director of External Investm

3. Parties and Individuals Searched Comprehensive searches were conducted in the Firm's centralized conflicts management database (the "Conflicts Database") on January 22, 2024. The searches covered the following parties and individuals, organized by category. In each case, searches were conducted using the full legal name of the entity or individual, as well as all known variants, abbreviations, and commonly used sh

1. Briarwood Family Office LLC — including the following variants and alternative name forms: "BFO," "Briarwood Family Office," "Briarwood," "Briarwood Family," and "Briarwood Office."

2. Julian R. Hargrove — Managing Director & Chief Investment Officer, BFO. Also searched: "Julian Hargrove," "J.R. Hargrove," "J. Hargrove."

3. Sandra M. Whitfield — General Counsel, BFO. Also searched: "Sandra Whitfield," "S.M. Whitfield," "S. Whitfield."

4. Derek T. Calloway — Director of External Investments, BFO. Also searched: "Derek Calloway," "D.T. Calloway," "D. Calloway."

5. Renata Vasquez — Investment Analyst, BFO. Also searched: "R. Vasquez." 3.2 Counterparty / Fund Sponsor and Affiliates The following parties and individuals associated with Meridian Peak and Fund IV were searched:

1. Meridian Peak Capital Advisors LLC — including the following variants: "Meridian Peak," "MPCA," "Meridian Peak Capital," "Meridian Peak Advisors," and "MPC Advisors."

2. Meridian Peak Capital Partners GP IV LLC — including: "Fund IV GP," "MPCP GP IV," and "Meridian Peak GP IV."

3. Meridian Peak Capital Partners Fund IV, L.P. — including: "Fund IV," "MPCP Fund IV," and "Meridian Peak Fund IV."

4. Conrad J. Ellsworth — Co-Founder, Managing Partner & Chief Executive Officer, Meridian Peak Capital Advisors LLC. Also searched: "Conrad Ellsworth," "C.J. Ellsworth," "C. Ellsworth."

5. Priya Narayan — Co-Founder, Managing Partner & Chief Investment Officer, Meridian Peak Capital Advisors LLC. Also searched: "P. Narayan."

6. Gavin R. Lockhart — Partner, Head of Investor Relations, Meridian Peak Capital Advisors LLC. Also searched: "Gavin Lockhart," "G.R. Lockhart," "G. Lockhart."

7. Tamara Fujimoto — General Counsel & Chief Compliance Officer, Meridian Peak Capital Advisors LLC. Also searched: "T. Fujimoto."

8. Marcus D. Pereira — Vice President, Fund Operations, Meridian Peak Capital Advisors LLC. Also searched: "Marcus Pereira," "M.D. Pereira," "M. Pereira." 3.3 Counterparty's Counsel The following parties and individuals associated with Ashford Crane & Hewitt LLP were searched:

1. Ashford Crane & Hewitt LLP — including the following variants: "Ashford Crane," "AC&H," "Ashford Crane Hewitt," and "ACH LLP."

2. Harrison K. Drummond — Partner, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Harrison Drummond," "H.K. Drummond," "H. Drummond."

3. Elaine C. Woodbury — Senior Associate, Investment Funds Group, Ashford Crane & Hewitt LLP. Also searched: "Elaine Woodbury," "E.C. Woodbury," "E. Woodbury." 3.4 Other Relevant Third Parties In addition to the principal parties, the following third parties associated with the Fund IV transaction were searched:

1. Pinnacle Capital Markets LLC — placement agent for Fund IV. Pinnacle is a registered broker-dealer with offices at 399 Park Avenue, 18th Floor, New York, New York 10022.

2. Roland S. Abernathy — Managing Director, Private Fund Advisory, Pinnacle Capital Markets LLC. Also searched: "Roland Abernathy," "R.S. Abernathy," "R. Abernathy."

3. Granite Ledger Fund Services LLC — fund administrator for Fund IV. Principal offices at 100 Summer Street, Suite 2700, Boston, Massachusetts 02110.

4. Brockton Marsh & Associates LLP — fund auditor for Fund IV. Principal offices at 500 Boylston Street, 30th Floor, Boston, Massachusetts 02116. 3.5 Registered Agents The following registered agent entities were searched for completeness:

1. Capitol Registered Agents Inc. — BFO's registered agent in the State of Delaware, located at 1209 Orange Street, Wilmington, Delaware 19801.

2. Beacon Statutory Services LLC — registered agent for Meridian Peak Capital Advisors LLC, Meridian Peak Capital Partners GP IV LLC, and Meridian Peak Capital Partners Fund IV, L.P. in the State of Delaware, located at 1013 Centre Road, Wilmington, Delaware 19805.

4. Search Methodology The conflict check was conducted using the following methodology, which is consistent with the Firm's standard conflict clearance procedures as set forth in Calderwood & Harkness's Conflicts of Interest Policy (revised September 2023) and the New York Rules of Professional Conduct (22 NYCRR Part 1200): (a) Database Search. All searches were conducted using the Firm's centralized conflicts manage

5. Search Results Set forth below are the results of the conflict check, organized by category of party searched. For clarity, results are presented for each category regardless of whether a potential issue was identified. 5.1 Client-Side Results Briarwood Family Office LLC / Julian R. Hargrove / Sandra M. Whitfield / Derek T. Calloway / Renata Vasquez: No current or prior engagements were identified in the Conflicts

6. Analysis of Potential Conflicts Although the search results described in Section 5 above did not reveal any affirmative conflicts, the following analysis is provided to confirm that the proposed engagement has been evaluated under each of the applicable categories of potential conflict. 6.1 Adverse Representation Under Rule 1.7 of the New York Rules of Professional Conduct, a lawyer shall not represent a client if

7. Conclusion and Clearance Based on the comprehensive conflict check conducted on January 22, 2024 — including automated database searches across all categories of Firm records, manual review of active Funds & Asset Management matters, and prior-fund vintage searches — and based on the analysis set forth in Section 6 of this memorandum, no conflicts of interest have been identified that would preclude, limit, or oth

8. Document Retention and Updates This memorandum shall be retained in the document management system (DMS) as part of the permanent matter file for Matter No. 1026-00001, in accordance with the Firm's Records Retention Policy and applicable professional responsibility obligations. The engagement team is reminded of the following ongoing obligations with respect to conflict monitoring: (a) Supplemental Conflict Check