Contract analysis

I. Matter Overview Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Briarwood Family Office LLC ("BFO"), a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, NY 10021, to advise on the negotiation of a side letter in connection with BFO's proposed seventy-five million dollar ($75,000,000) limited partnership commitment to Meridian Peak Capital Partners Fund I

II. Scope of Engagement The scope of our engagement encompasses four principal work streams, each of which is described in detail below. The engagement is structured to provide BFO with comprehensive legal support from initial document review through, if the investment committee approves the commitment, execution and closing. The four work streams are: (A) LPA and PPM review and analysis; (B) side-letter drafting and

1. LPA Review Memorandum. A detailed memorandum summarizing the material terms of the LPA, including management fees, carried interest, preferred return, distribution waterfall mechanics, clawback provisions, investment period and term, key person provisions, no-fault removal and termination rights, LPAC composition and authority, excuse and exclusion rights, transfer restrictions, reporting obligations, and amendmen

2. PPM Risk Assessment Memorandum. A memorandum summarizing the material risk factors, investment strategy, target return profiles, track record data, conflict of interest disclosures, fee and expense allocations, and regulatory considerations disclosed in the PPM. This memorandum will assist BFO's investment committee in evaluating the investment from a legal and risk perspective. In addition, we will prepare a fee

III. Proposed Staffing The proposed staffing for this engagement is set forth below. The staffing plan is designed to provide BFO with senior partner oversight on strategic and client-facing matters, experienced associate-level day-to-day management and drafting capability, and efficient junior associate support for document review, research, and working paper preparation. The allocation of hours reflects a leverage

IV. Budget Estimate A. Fee Projections The following table presents estimated professional fees under three scenarios — low, midpoint, and high — based on the staffing plan and estimated hours set forth in Section III above. The low scenario assumes a relatively smooth negotiation with limited GP pushback, minimal conference call participation by the responsible partner, and no closing deliverables (i.e., the investm

V. Key Assumptions and Variables The budget estimates set forth in Section IV are based on the following key assumptions and variables. Deviations from these assumptions may cause actual fees to fall above or below the estimated range. Number of Side-Letter Drafts. The budget assumes three to four full drafts of the side letter, plus one to two iterations of the preliminary term sheet. Each additional full draft beyo

VI. Billing Administration The following billing and administrative details apply to this engagement: • Matter Number: 1026-00001 • Responsible Partner: Pamela Cross • Billing Partner: Nicholas Stern • Client Billing Contact: Sandra M. Whitfield, General Counsel, Briarwood Family Office LLC • Client Address for Invoicing: 780 Park Avenue, Suite 3200, New York, NY 10021 Invoicing will be conducted on a monthly basis,

VII. Timeline Considerations The following timeline reflects the anticipated key milestones for this engagement, subject to the pace of negotiation with Ashford Crane & Hewitt LLP and BFO's internal investment committee process: • January 8, 2024: BFO received Fund IV PPM and LPA from Pinnacle Capital Markets LLC. • January 15, 2024: BFO held preliminary investment committee discussion regarding the Fund IV opportuni

VIII. Recommendation Based on the foregoing analysis, I respectfully request Nicholas Stern's approval of the following:

1. Proposed Staffing. The engagement team consisting of Pamela Cross (Responsible Partner), Nicholas Stern (Billing Partner), Theresa Kim (Lead Associate), and Owen Fischer (Working Associate), with roles and estimated hours as set forth in Section III.

2. Estimated Budget Range. Total estimated fees and disbursements of $103,700 to $166,400 across low, midpoint, and high scenarios, with a midpoint estimate of approximately $130,550.

3. Soft Fee Cap. A soft fee cap of $175,000 for all professional fees and disbursements, to be included in the engagement letter executed with BFO. The midpoint estimate of approximately $130,550 provides a comfortable margin of approximately $44,450 under the $175,000 soft cap, allowing for reasonable negotiation complexity and contingencies without triggering a client discussion regarding fee overruns. Even under t