Contract analysis

1. Purpose This memorandum documents the formal closing and termination of Matter No. 1026-00001 and is prepared in accordance with Calderwood & Harkness LLP's matter closing policies and procedures. The purpose of this memorandum is to create a comprehensive record of the work performed, the status of all documents and deliverables, the financial summary of the engagement, and the circumstances surrounding the termi

2. Client Information Client: Briarwood Family Office LLC Entity Type: Delaware limited liability company Principal Business Address: 780 Park Avenue, Suite 3200, New York, NY 10021 Registered Agent: Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, Delaware 19801 Employer Identification Number (EIN): 27-4831956 Assets Under Management: Approximately $1.8 billion (as of December 31, 2023, per informatio

3. Counterparty and Fund Information 3.1 Fund Sponsor Name: Meridian Peak Capital Advisors LLC ("MPCA") Entity Type: Delaware limited liability company Employer Identification Number (EIN): 45-3297104 Principal Office: 200 Clarendon Street, 42nd Floor, Boston, Massachusetts 02116 Registered Agent: Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, Delaware 19805 Co-Founders: • Conrad J. Ellsworth — Managing

4. Calderwood & Harkness Engagement Team The following C&H attorneys comprised the engagement team for this matter: Conflict Check: A conflicts check was initiated and cleared on January 22, 2024. The following persons and entities were searched against the firm's conflict database: • Briarwood Family Office LLC • Julian R. Hargrove • Meridian Peak Capital Advisors LLC • Conrad J. Ellsworth • Priya Narayan • Ashford

5. Scope of Work Performed This section provides a detailed summary of the legal work performed by C&H during the course of the engagement, organized by workstream. 5.1 LPA and PPM Review C&H received the Fund IV limited partnership agreement, private placement memorandum, and form subscription documents from Ashford Crane & Hewitt LLP on January 26, 2024. Upon receipt, the engagement team undertook a comprehensive r

6. Chronology of Termination Events The following is a chronological summary of the events leading to BFO's decision to decline the Fund IV commitment and the termination of this matter:

7. Status of All Documents and Deliverables 7.1 Executed Documents The only document executed in connection with this matter was the engagement letter between Calderwood & Harkness LLP and Briarwood Family Office LLC, dated January 24, 2024. The engagement has been terminated as of the date hereof. The engagement letter remains in the matter file for record-keeping purposes. No other documents were executed by any pa

1. Conflict Check Memorandum (January 22, 2024)

2. New Matter Intake Form (January 22, 2024)

3. Staffing & Budget Memo (January 23, 2024)

4. LPA Review Memorandum (February 2, 2024)

5. PPM Summary & Risk Assessment Memorandum (February 2, 2024)

6. Fee & Economics Analysis Memorandum (February 4, 2024)

7. MFN Provision Comparison Matrix (February 5, 2024) — internal working paper

8. Side-Letter Negotiation Strategy Memorandum (February 5, 2024)

9. Internal Memo re: GP Markup of Term Sheet (February 15, 2024)

10. Redline Comparison: GP Markup of First Draft Side Letter (March 5, 2024)

11. Excuse Rights Analysis Memorandum (March 6, 2024)

12. Conference Call Agenda & Preparation Memorandum (March 8, 2024)

13. Conference Call Summary Memorandum (March 12, 2024)

14. Redline Comparison: Second GP Markup of Side Letter (March 19, 2024)

15. Open Points Memorandum (March 22, 2024)

16. All internal and external correspondence, including emails, as catalogued in the matter file 7.4 Document Retention All documents described in Sections 7.1 through 7.3 above, together with all correspondence, drafts, notes, research, and other materials generated in connection with this matter, are to be filed to the Firm's Document Management System ("DMS") in accordance with Calderwood & Harkness's standard doc

8. Financial Summary 8.1 Professional Fees The following table summarizes the professional fees incurred in connection with this matter: The allocation of time across the engagement team reflects the nature of the work performed. Theresa Kim, as lead associate, was responsible for the majority of the substantive legal analysis, including the LPA and PPM review memoranda, the side-letter drafting and markup process, a

9. Outstanding Issues and Follow-Up Items As of the date of this memorandum, there are no outstanding work product deliverables owed to BFO or to any third party in connection with this matter. All deliverables described in Section 5 above have been provided to BFO, and no further legal work is required. There are no open commitments to third parties. The formal withdrawal letter transmitted on April 4, 2024 confirme

10. Matter Closing Certification The undersigned hereby certifies the following in connection with the formal closing of this matter: Responsible Partner Certification: I, Pamela Cross, as the Responsible Partner for Matter No. 1026-00001, hereby certify that: (a) All client deliverables in connection with this matter have been completed and delivered to the client; (b) All files — including electronic documents, cor