Contract analysis

I. Executive Summary This memorandum sets forth Calderwood & Harkness LLP's ("C&H") analysis of the economic terms and fee structure associated with Briarwood Family Office LLC's ("BFO") proposed $75,000,000 limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership ("Fund IV" or the "Fund"). This analysis has been prepared at the request of BFO's investment team an

II. Management Fee Analysis The management fee is the most significant recurring cost component of BFO's commitment to Fund IV, and accordingly, it is the primary focus of the economic concessions being sought through the side-letter negotiation process. This section provides a detailed analysis of (a) the standard management fee structure as set forth in the LPA, (b) the negotiated management fee structure that C&H

III. Placement Agent Fee Offset Analysis In addition to the management fee reduction discussed above, C&H recommends that BFO seek a full (100%) offset of the placement agent fee payable to Pinnacle Capital Markets LLC ("Pinnacle") against management fees payable by BFO. This section sets forth the relevant facts, mechanics, and economic impact of the proposed offset. Placement Agent. The General Partner has engaged

IV. Carried Interest / Performance Fee Analysis The carried interest, or performance allocation, represents the General Partner's share of Fund profits and is the primary mechanism by which the GP's economic interests are aligned with those of the limited partners. This section analyzes the carried interest structure set forth in the LPA and provides an illustrative calculation of the carry applicable to BFO's invest

1. Return of Capital. First, 100% of distributions are made to the limited partners until each limited partner has received an amount equal to its aggregate capital contributions to the Fund.

2. Preferred Return. Second, 100% of distributions are made to the limited partners until each limited partner has received an amount equal to an 8% per annum cumulative return on its contributed capital (calculated from the date of each capital contribution to the date of the relevant distribution).

3. GP Catch-Up. Third, distributions are allocated 80% to the General Partner and 20% to the limited partners (or, in some fund structures, 100% to the General Partner) until the General Partner has received an amount equal to 20% of the aggregate profits distributed to that point (inclusive of the preferred return and catch-up distributions). The precise catch-up ratio will be confirmed upon final review of the LPA'

4. Residual Split. Thereafter, all remaining distributions are split 80% to the limited partners and 20% to the General Partner. No Modification Proposed. C&H does not recommend that BFO seek any modifications to the carried interest structure in the side letter. The 20%/8% carry/hurdle combination with a European waterfall is standard for funds of this type and vintage year. Moreover, based on our experience with MP

V. Meridian Peak Fund Fee Comparison — Funds I Through IV To place Fund IV's fee structure in the context of MPCA's fund series, C&H has compiled the following comparative table reflecting the key economic terms of Funds I through IV. This comparison illustrates the evolution of MPCA's fee practices over time and highlights the relative favorability of BFO's negotiated terms for Fund IV. Aggregate commitments across

VI. Market Benchmarks — Fee Comparison with Comparable Funds To assess the competitiveness of BFO's negotiated terms, C&H has compared Fund IV's fee structure against market benchmarks for comparable real estate private equity funds — specifically, value-add and opportunistic funds with a target fund size of $1 billion or more and a 2023–2024 vintage year. The data reflected below is drawn from C&H's proprietary deal

VII. Total Cost of Ownership Analysis This section provides a comprehensive projection of all fees and expenses that BFO can expect to bear over the anticipated life of Fund IV, encompassing management fees, the placement agent fee offset, organizational expenses, and ongoing fund operating expenses. The purpose of this analysis is to present a holistic view of the economic cost of BFO's $75 million commitment and to

VIII. Fee Concession Justification and Negotiating Position This section assesses BFO's negotiating leverage and sets forth C&H's recommendations regarding the appropriate level of fee concessions to pursue. BFO's Position in the Investor Base. BFO's $75 million commitment places it as a significant limited partner in Fund IV, representing approximately 5.0% of the Fund's $1.5 billion target. While this is a meaningf

IX. Impact on BFO Portfolio Allocation This section contextualizes the proposed Fund IV commitment within BFO's broader portfolio and identifies relevant allocation and risk considerations. Current AUM and Allocation. As of December 31, 2023, BFO manages total assets of approximately $1.8 billion. BFO's investment policy allocates between 15% and 20% of total AUM to third-party managed funds across all strategies, eq

X. Key Economic Provisions Requiring Side-Letter Treatment This section summarizes the key economic provisions that C&H recommends BFO seek in the side letter, cross-referencing the more detailed Side-Letter Negotiation Strategy Memorandum that will be delivered on February 5, 2024. Each provision identified below has been analyzed for its economic impact and feasibility:

1. Management Fee Reduction. Reduction from the standard rates of 1.75%/1.50% (investment period/post-investment period) to negotiated rates of 1.50%/1.25%. This concession is the primary economic benefit of the side letter, generating cumulative investment period savings of $750,000 and additional post-investment period savings as detailed in Sections II and VII above. The management fee reduction applies to BFO onl

2. Placement Agent Fee Offset. 100% offset of the $750,000 placement agent fee payable to Pinnacle Capital Markets LLC, applied as a dollar-for-dollar credit against BFO's quarterly management fee payments until fully absorbed. The mechanics, timing, and economic effect of this offset are detailed in Section III above. The offset should be documented with specificity in the side letter, including the method of applic

3. Co-Investment Rights. Pro rata co-investment rights on transactions in which the total equity investment by the Fund exceeds $100 million. Co-investments would be offered at no management fee and no carried interest. This provision is potentially the most valuable economic concession available to BFO because it allows BFO to increase its exposure to specific transactions at zero incremental cost — that is, without

4. MFN Rights. A most-favored-nation clause enabling BFO to elect any economic term (including fee reductions, co-investment rights, reporting enhancements, and other preferential terms) that is granted by the General Partner to any other limited partner whose capital commitment to Fund IV is $50 million or more, subject to a carve-out for anchor investors committing $200 million or more. This MFN right provides down

5. Accelerated K-1 Delivery. Delivery of Schedule K-1 tax information within 75 days following the end of the Fund's fiscal year, compared to the standard 120-day delivery period specified in the LPA. While this provision does not have a direct economic impact on BFO's returns or costs, it provides meaningful operational and planning benefits by enabling BFO to complete its own tax filings on a timelier basis and to

XI. Recommendations Based on the analysis set forth in this memorandum, C&H makes the following recommendations to BFO:

1. Proceed with the negotiated fee structure. BFO should pursue the management fee reduction of 1.50% during the investment period and 1.25% during the post-investment period as its primary economic ask in the side-letter negotiations. This reduction is achievable, market-consistent, and generates meaningful cumulative savings.

2. Document the placement agent fee offset with specificity. The 100% offset of the $750,000 Pinnacle placement fee should be documented in the side letter with clear and unambiguous mechanics, including the quarterly credit application method, the aggregate offset amount, and the treatment of any partial-quarter credits. Ambiguity in the offset provision could result in disputes regarding the timing or calculation o

3. Do not seek carried interest concessions. At BFO's commitment level of $75 million (5.0% of target), seeking modifications to the carry structure would be unlikely to succeed and could jeopardize the negotiation of other, more achievable concessions. The 20%/8% carry/hurdle with a European waterfall is market standard and provides adequate LP protections.

4. Prioritize co-investment rights. The co-investment right at no management fee and no carried interest on transactions exceeding $100 million in equity is potentially the single most valuable economic concession available to BFO and should be treated as a top negotiating priority. BFO should be prepared to demonstrate its capacity and willingness to participate in co-investments on a timely basis, as GPs are more i

5. Secure MFN protections. The MFN clause provides essential downside protection and should be included in the side letter with a $50 million LP commitment threshold and an anchor investor carve-out at $200 million.

6. Total quantifiable economic benefit. The combined savings from the negotiated fee reduction and the placement agent fee offset over the four-year investment period total approximately $1,500,000. Over the full anticipated fund life, total management fee savings are estimated at $1,500,000 to $2,000,000, with the additional placement agent offset credit of $750,000.

7. Investment committee approval. BFO's investment committee approval is required prior to the execution of subscription documents and the side letter. Under BFO's governing documents, approval requires the affirmative vote of at least three of the four investment committee members, with Julian R. Hargrove, Managing Director & CIO, holding veto authority over any proposed commitment. This memorandum should be read in

XII. Limitations and Disclaimers This memorandum is based on our review of the Fund IV Amended and Restated Agreement of Limited Partnership dated December 20, 2023 and the Confidential Private Placement Memorandum dated December 15, 2023, as provided to C&H by Ashford Crane & Hewitt LLP (Harrison K. Drummond, Partner, serving as Fund counsel) on January 26, 2024. C&H has not independently verified the factual repres