Contract analysis

I. Introduction and Purpose The purpose of this memorandum is to provide Briarwood Family Office LLC's ("BFO") investment team and general counsel with a comprehensive summary of the Private Placement Memorandum dated December 15, 2023 (the "PPM") for Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV" or the "Fund"), and to identify key risk factors, regulatory considerations, and areas warranting further dilige

II. Fund Overview and Key Terms A. Fund Structure and Parties Fund IV is organized as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act ("DRULPA"). The following sets forth the key structural details and parties to the Fund as disclosed in the PPM: General Partner. The general partner of Fund IV is Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company (

III. Sponsor Background and Key Personnel A. Firm Overview The PPM describes MPCA as a private equity real estate firm founded in 2011 by Conrad J. Ellsworth and Priya Narayan. The firm is headquartered in Boston, Massachusetts and focuses on mid-market private equity real estate, real estate operating companies, and asset-management platform acquisitions across North America. Since its founding, MPCA has raised thre

IV. Track Record Summary (Funds I–III) A. Overview The PPM includes a detailed track record presentation covering the Sponsor's three predecessor funds, with aggregate commitments of approximately $3.2 billion. The track record section of the PPM presents performance data, internal rate of return ("IRR") figures (on both gross and net bases), investment multiples (gross and net MOIC), and portfolio summaries for each

V. Investment Program and Strategy Detail A. Target Investments The PPM describes Fund IV's target investment universe as encompassing three primary categories: North American Commercial Real Estate Assets. Fund IV will pursue value-add and opportunistic investments in commercial real estate properties across a range of sectors, including office, industrial, multifamily, hospitality, and specialty sectors (e.g., data

VI. Risk Factors The PPM contains an extensive risk factors section that identifies the material risks associated with an investment in Fund IV. The following summarizes the key risk categories and our assessment of their significance to BFO. A. Market and Real Estate Risks Real Estate Market Cyclicality. The PPM acknowledges that commercial real estate markets are inherently cyclical and subject to periods of signif

VII. Regulatory and Securities Law Considerations A. Form D Filing The PPM states that Fund IV filed a Form D with the U.S. Securities and Exchange Commission ("SEC") on January 2, 2024, in connection with its offering of limited partnership interests under Regulation D of the Securities Act of 1933, as amended (the "Securities Act"). The offering is made in reliance on Rule 506 of Regulation D, which provides an exe

VIII. Fees, Expenses, and Organizational Costs A. Management Fee Structure As described in Section II.D above, the PPM sets forth the following management fee structure: • During the Investment Period: 1.75% per annum calculated on aggregate committed capital. • Post-Investment Period: 1.50% per annum calculated on invested capital (net of returned capital). These fees are consistent with market terms for mid-market

IX. Subscription Process and Closing Mechanics The PPM sets forth the following subscription process and closing mechanics for Fund IV: Subscription Documentation. Each prospective limited partner is required to complete and submit a subscription agreement and investor questionnaire in the form provided by the General Partner. The subscription agreement contains the investor's commitment amount, representations and w

X. Areas for Side-Letter Negotiation Identified from PPM Review Based on our review of the PPM, we have identified the following key provisions and areas that should be addressed through side-letter negotiation with the General Partner. These recommendations are based on our assessment of the PPM's terms, BFO's investment objectives and risk tolerance, and prevailing market practice for side-letter protections in pri

1. Most Favored Nation ("MFN") Rights. The PPM does not address MFN rights. BFO should negotiate for full MFN rights entitling BFO to receive the benefit of any more favorable terms granted to any other limited partner (subject to customary threshold and exclusion provisions). MFN rights are a standard feature in side letters for commitments of $75,000,000 or more and should be a non-negotiable point for BFO.

2. Excuse and Exclusion Rights. The PPM does not impose sector-specific exclusions at the fund level. BFO should seek the right to be excused from, or to exclude its capital from, any investment in or related to the following: (a) cannabis or cannabis-related assets; (b) gaming, casino, or gambling facilities; (c) assets or entities located in, or deriving revenues from, jurisdictions subject to U.S. sanctions admini

3. Management Fee Reduction. BFO should propose a reduction in the management fee from the standard 1.75% / 1.50% (investment period / post-investment period) to 1.50% / 1.25%. On BFO's $75,000,000 commitment, this reduction would save approximately $187,500 per year during the investment period and a variable amount during the post-investment period, depending on the level of invested capital. The fee reduction will

4. Co-Investment Rights. As discussed in Section V.C, the PPM provides for discretionary co-investment only. BFO should negotiate for contractual co-investment rights, specifically: a right of first offer on co-investment opportunities in transactions with total equity exceeding $100,000,000, with co-investment offered on a pro rata basis and at no fee, no carry terms.

5. Enhanced Reporting. BFO should seek enhanced reporting obligations, including: (a) quarterly financial reports delivered within 45 days of quarter-end (versus the PPM's standard timeline); (b) annual audited financial statements delivered within 90 days of fiscal year-end; and (c) annual ESG (environmental, social, and governance) reporting covering the Fund's portfolio.

6. Key Person Enhancement. As discussed in Section III.B, BFO should seek enhanced key person protections providing for (a) an automatic 90-day suspension of the investment period upon the departure of either Ellsworth or Narayan, and (b) BFO's option to cease funding future capital calls if the Key Person Event is not cured within the suspension period.

7. Transfer Rights. The PPM restricts transfers of limited partnership interests. BFO should negotiate for the right to transfer its interest (without General Partner consent) to Hargrove family entities, including trusts, family limited partnerships, and other estate planning vehicles controlled by or for the benefit of members of the Hargrove family.

8. K-1 Delivery. BFO should seek accelerated delivery of Schedule K-1s within 75 days of fiscal year-end, in lieu of the standard 120-day delivery timeline described in the PPM. Accelerated K-1 delivery will facilitate BFO's timely tax return preparation and compliance with its own tax filing obligations.

9. Placement Fee Offset. As discussed in Sections II.E and VIII.B, BFO should seek a 100% offset of the placement fee attributable to BFO's commitment ($750,000) against management fees payable by BFO. This offset should be structured as a dollar-for-dollar management fee credit applied in the first year following BFO's admission to the Fund.