Contract analysis

I. Executive Summary The purpose of this memorandum is to provide Briarwood Family Office LLC ("BFO") with a comprehensive review and legal analysis of the Amended and Restated Agreement of Limited Partnership of Meridian Peak Capital Partners Fund IV, L.P. (the "Fund" or "Fund IV"), dated December 20, 2023 (the "LPA"), in connection with BFO's evaluation of a proposed limited partnership commitment of Seventy-Five M

II. Defined Terms and Interpretive Provisions Throughout this memorandum, we use capitalized terms as defined in the LPA unless otherwise noted. For the convenience of BFO's review, we highlight below the key defined terms in the LPA that are most relevant to BFO's evaluation of the proposed commitment and that recur throughout this memorandum: • "Capital Commitment" means the total amount that a Limited Partner has

III. Formation, Term, and Fund Structure A. Formation and Structure Fund IV was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware under Certificate Number LP-2023-08841. The Fund's organizational structure is consistent with the standard structure employed by institutional real estate private equity funds and provides f

IV. Capital Commitments and Capital Calls A. Commitment Mechanics BFO's proposed Capital Commitment to Fund IV is $75,000,000. The minimum Capital Commitment established in the LPA is $10,000,000, subject to the GP's right to waive such minimum in its sole discretion. BFO's proposed commitment is well in excess of the minimum and, as noted above, represents approximately 5.0% of the target fund size and 4.29% of the

V. Fund Economics A. Management Fee The management fee structure under the LPA is divided into two tiers based on the Investment Period: During the Investment Period (Years 1–4): The management fee is 1.75% per annum, calculated on the aggregate Capital Commitments of all Limited Partners. For BFO, based on a Capital Commitment of $75,000,000, the annual management fee during the Investment Period would be: $75,000,0

VI. Investment Period and Investment Restrictions A. Investment Period The Investment Period (referred to in the LPA as the "Commitment Period") commences on the date of the Final Close and continues for a period of four (4) years. Assuming the Final Close occurs on October 31, 2024, the Investment Period would expire on October 31, 2028. During the Investment Period, the GP has broad authority to deploy the Fund's c

VII. Excuse and Exclusion Rights A. LPA Baseline The base LPA does not include a general excuse or exclusion right for Limited Partners. This is a significant gap in the LPA from BFO's perspective. In the absence of an excuse right, BFO would be obligated to fund its pro rata share of every capital call issued by the GP during the Investment Period, regardless of the nature of the underlying investment and regardless

VIII. Key Person Provisions A. LPA Baseline Key Person Clause The LPA identifies two individuals as "Key Persons" for purposes of the Fund's key person provisions: (i) Conrad J. Ellsworth, Co-Founder, Managing Partner, and Chief Executive Officer of MPCA; and (ii) Priya Narayan, Co-Founder, Managing Partner, and Chief Investment Officer of MPCA. Messrs. Ellsworth and Narayan are the founders of MPCA and have been the

IX. Default Remedies A. LP Default Provisions The LPA contains a detailed set of provisions governing the consequences of a Limited Partner's failure to fund a capital call (an "LP Default"). Understanding these provisions is important for BFO's operational planning and cash management, as the consequences of a default are severe. Triggering Event. An LP Default is triggered if a Limited Partner fails to fund its pro