Contract analysis

1. Engagement and Scope of Representation 1.1 Description of the Engagement Calderwood & Harkness LLP ("C&H," "we," "our," or the "Firm") is pleased to confirm our engagement by Briarwood Family Office LLC ("BFO" or the "Client"), a Delaware limited liability company, to serve as legal counsel in connection with the negotiation and documentation of a side letter (the "Side Letter") to the Amended and Restated Agreeme

2. Engagement Team and Staffing The following attorneys have been assigned to this matter and will comprise the principal engagement team: • Pamela Cross — Responsible Partner, Funds & Asset Management group. Ms. Cross will have overall responsibility for the engagement and will serve as the primary relationship partner. Ms. Cross has extensive experience representing institutional investors, family offices, and sove

3. Billing Rates and Fee Arrangements 3.1 Hourly Rates Our services will be rendered on an hourly basis at the following 2024 standard rates for the attorneys assigned to this matter: Time will be recorded in increments of one-tenth (0.1) of an hour. In the event that paralegals or other legal support personnel are assigned to the matter, their time will be billed at prevailing rates, which currently range from $350

4. Billing and Payment Terms 4.1 Invoicing. C&H will issue invoices on a monthly basis, with each invoice covering the services rendered and disbursements incurred during the preceding calendar month. In the event that the engagement is completed prior to the end of a calendar month, a final invoice will be issued promptly upon completion. Each invoice will include a reasonably detailed summary of the professional se

5. Conflicts of Interest Prior to accepting this engagement, we conducted a comprehensive conflict of interest check in accordance with C&H's internal policies and procedures and the applicable provisions of the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on the information provided by BFO, our conflict check — which was initiated on January 19, 2024 and cleared on January 22, 2024 — did n

6. Confidentiality All information provided by BFO to C&H in connection with this engagement, whether in oral, written, or electronic form, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. C&H will maintain appropriate safeguards to protect the confidentiality of BFO's information, including the

7. Document Retention Upon conclusion of this engagement, C&H will retain the Client's files and work product in accordance with our firm's document retention policy, a copy of which is available upon request. Unless otherwise instructed by BFO in writing, we will retain files related to this engagement for a period of seven (7) years following the closing of the matter, after which time files may be destroyed in the

8. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. No specific reason need be stated for the termination. In the event of termination by either party, BFO will be responsible for payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in thi

9. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Any dispute arising out of or relating to this engagement letter, the services provided hereunder, or the attorney-client relationship established hereby shall be resolved exclusively in the courts of the State of New

10. Limitation of Engagement This Letter confirms the engagement of C&H solely for the matter described herein — namely, the negotiation and documentation of a side letter in connection with BFO's proposed commitment to Fund IV. This Letter does not create an attorney-client relationship between C&H and BFO with respect to any other matter, transaction, fund commitment, or legal issue unless separately agreed in a wr

11. Miscellaneous This engagement letter constitutes the entire agreement between C&H and BFO with respect to the matters addressed herein and supersedes any and all prior oral or written communications, understandings, or agreements regarding this engagement. This Letter may not be amended, modified, or supplemented except by a written instrument signed by both parties. No waiver of any provision of this Letter shal

12. Acceptance and Execution We are grateful for the opportunity to represent Briarwood Family Office LLC in this matter and look forward to working with you and your team. If the terms set forth in this Letter are acceptable, please indicate your agreement by signing in the space provided below and returning one fully executed copy to our offices. We kindly request that the countersigned copy be returned no later th