Contract analysis

I. PURPOSE AND OVERVIEW The purpose of this memorandum is to prepare Briarwood Family Office LLC ("BFO") and its representatives for the four-party conference call currently scheduled for Monday, March 11, 2024. The call will involve counsel and principals for both BFO and the general partner of Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV" or the "Fund"), and is intended to discuss and attempt to resolve t

1. Second Draft Side Letter, dated March 7, 2024 (delivered by C&H to Ashford Crane);

2. GP Markup of First Draft Side Letter, received March 4, 2024 (prepared by Ashford Crane);

3. BFO's initial side-letter term sheet, dated February 7, 2024 (prepared by Derek Calloway and reviewed by C&H);

4. Amended and Restated Limited Partnership Agreement of Meridian Peak Capital Partners Fund IV, L.P., dated December 20, 2023 (the "LPA"); and

5. C&H's excuse rights analysis memorandum, dated March 6, 2024 (internal attorney work product). We note that the Second Draft Side Letter was prepared against the backdrop of BFO's proposed capital commitment of $75,000,000 to Fund IV, which represents approximately 5.0% of the Fund's target capitalization of $1,500,000,000. This commitment size, while meaningful, positions BFO below the Anchor Investor threshold d

II. CALL LOGISTICS The details of the scheduled conference call are as follows: Date: Monday, March 11, 2024 Time: To be confirmed. Owen Fischer (associate at C&H) is coordinating with Ashford Crane pursuant to a scheduling email dated March 6, 2024. We expect confirmation of the call time no later than close of business on Friday, March 8, 2024, and will circulate dial-in or video conference details promptly upon re

III. AGENDA — OPEN POINTS FOR DISCUSSION The following sections address each of the open points that we anticipate will be discussed on the March 11 call. We have organized these in order of anticipated significance, beginning with the two most material disputed provisions and concluding with the additional bracketed items that, while important, are more likely to be resolved through modest compromise. A. Agenda Item

Section 3 of the Draft Side Letter provides BFO with excuse and exclusion rights with respect to four specified categories of investments. Specifically, BFO may elect to be excused from participating in any capital call or investment to the extent such capital call or investment relates to: (a) cannabis-related assets, including direct or indirect investments in entities engaged in the cultivation, processing, distri

1. Narrow Tailoring of Excuse Categories. BFO should emphasize that its excuse categories are narrowly tailored and limited to four specific investment types. BFO is not seeking a generalized opt-out right or a broad discretionary excuse. Each of the four categories is driven by a genuine, identifiable constraint — two are driven by BFO's values-based investment policy (cannabis and gaming), one is driven by U.S. law

2. ERISA Plan-Asset Excuse as Legal Necessity. BFO should argue that the ERISA plan-asset excuse is not a commercial preference but rather a legal necessity. To the extent BFO or any of its beneficial owners could be treated as holding "plan assets" as a result of a Fund IV investment, BFO could become subject to ERISA's prohibited transaction rules and fiduciary standards, with significant legal and financial conseq

3. De Minimis Impact on Fund Economics. BFO's $75,000,000 commitment represents approximately 5.0% of Fund IV's target capitalization of $1,500,000,000. Even at a 25% excuse cap, the maximum aggregate amount that BFO could excuse from capital calls would be $18,750,000, which represents approximately 1.25% of total targeted fund commitments. This is a modest figure in the context of a $1.5 billion fund, and the pract

4. Market Comparables. C&H's excuse rights analysis memorandum, dated March 6, 2024, surveyed excuse cap provisions in side letters across a sample of comparable private equity funds with target capitalizations in excess of $1.0 billion. That analysis indicates that aggregate excuse caps in the range of 20% to 30% of an investor's commitment are common for institutional investors with policy-driven excuse rights. A 1

Section 2 of the Draft Side Letter contains BFO's most favored nation ("MFN") clause, which entitles BFO to elect to receive any economic or governance term granted by the GP (or the Fund) to any other limited partner that has committed $50,000,000 or more to Fund IV. The MFN clause is a standard investor protection provision and the parties have agreed on its core framework, including the $50,000,000 commitment thre

1. Acknowledge Economic Distinction. BFO should begin by acknowledging that fee-based economic concessions for Anchor Investors are market standard and that BFO does not seek to challenge the GP's ability to offer differentiated economics to limited partners committing $200 million or more. BFO understands and accepts that Anchor Investors may receive management fee reductions, carried interest modifications, co-inve

2. Draw the Governance/Transparency Distinction. BFO should then clearly articulate the distinction between economic terms and governance/transparency terms. Governance and transparency rights — including LPAC observer or voting seats, expanded consent rights, enhanced reporting timelines, ESG reporting, portfolio-level data access, and similar provisions — serve a fundamentally different function than economic conce

3. Market Data. C&H's internal MFN comparison matrix, prepared as an internal working paper dated February 5, 2024, analyzed MFN provisions across a sample of comparable private equity funds. That analysis indicates that approximately 60% of comparable fund side letters limit the Anchor Investor carve-out to economic terms only, while approximately 40% adopt a blanket carve-out covering all terms. The majority-market

4. Proposed Compromise Language. BFO should propose the following compromise formulation for the Anchor Investor carve-out: the carve-out applies to "economic terms, including management fee reductions, carried interest modifications, and co-investment fee arrangements," while governance, reporting, and information rights granted to Anchor Investors remain subject to MFN election by qualifying limited partners (inclu

1. Centrality of Ellsworth and Narayan to BFO's Investment Thesis. BFO should emphasize that Conrad Ellsworth and Priya Narayan are central to BFO's decision to consider committing capital to Fund IV. Their combined track record across Meridian Peak's prior funds (Funds I–III, representing approximately $3.2 billion in aggregate commitments) is the foundational element of BFO's underwriting thesis. BFO's investment c

2. Suspension vs. Notice Right. BFO should firmly resist the GP's attempt to recharacterize the right from a "suspension" to a mere "notice right." The distinction is substantive and consequential. Under a suspension, BFO's capital call obligations are tolled during the suspension period, and BFO is not exposed to default risk for declining to fund during that window. Under a notice right, capital calls continue to a

3. Inadequacy of 30 Days. A 30-day period is insufficient for BFO to conduct a meaningful assessment of the GP's remediation plan and any proposed replacement key person. Evaluating a leadership transition at a $1.5 billion private equity fund requires BFO to assess the qualifications and track record of the proposed successor, evaluate the impact of the departure on the Fund's existing portfolio and pipeline, consul

4. Consistency with LPA Architecture. As noted above, the LPA's own key person provision in Section 9.4 contemplates a fund-level suspension mechanism. BFO's side-letter right is designed to operate in parallel with that fund-level protection, not to replace or supersede it. The side-letter provision merely allows BFO to exercise an individual right that is conceptually consistent with the collective right already em

IV. NEGOTIATION STRATEGY AND PRIORITIZATION Based on our assessment of the open points, BFO's relative interests, and the likely dynamics of the call, we recommend the following prioritization framework: Priority 1 — Must-Have: The aggregate excuse cap must be set at no less than 20% of BFO's capital commitment. BFO must maintain its right to exercise excuse and exclusion rights with respect to all four agreed catego

V. ITEMS ALREADY RESOLVED / NOT IN DISPUTE For completeness and context, the following provisions of the side letter have been agreed in substance between the parties and are not expected to require discussion on the March 11 call. We include this summary so that BFO's representatives have a comprehensive picture of the current state of the negotiation and can confirm, if asked by the GP or Ashford Crane, that these

VI. PROCEDURAL REMINDERS We wish to highlight the following procedural matters for BFO's consideration in connection with the call and the broader Fund IV investment process: Investment Committee Approval. BFO's investment committee approval is required before BFO can execute the side letter, the subscription agreement, or make any binding capital commitment to Fund IV. Under BFO's internal governance procedures, inv

VII. REQUESTED ACTIONS FROM BFO PRIOR TO THE CALL In order to ensure that BFO's representatives and C&H are fully prepared for the March 11 call, we respectfully request that BFO take the following actions prior to the call:

1. Confirm Attendance. Please confirm the attendance of Sandra M. Whitfield and Derek T. Calloway on the March 11 call. If either Sandra or Derek is unavailable, please advise C&H promptly so that we can coordinate with Ashford Crane regarding rescheduling or alternative representation.

2. Confirm Fallback Authorization. Please confirm that BFO authorizes C&H and BFO's representatives to offer the fallback positions described in this memorandum in the course of the March 11 call. We would specifically request confirmation of the following: (a) Authorization to accept a 20% aggregate excuse cap with an ERISA carve-out, or a 20% aggregate excuse cap inclusive of all four excuse categories, as BFO's fl

3. Additional Points from Investment Committee Members. If Julian R. Hargrove, Renata Vasquez, or any other member of BFO's investment committee has additional points, concerns, or instructions that they wish to communicate in advance of the call, please relay those to C&H by close of business on Sunday, March 10, 2024, so that we can incorporate them into our preparation and talking points.

4. Contact Information. Please direct all communications regarding this memorandum and the March 11 call to: Theresa Kim Senior Associate, Funds & Asset Management Calderwood & Harkness LLP 425 Lexington Avenue New York, New York 10017 Direct telephone and email to be provided separately under confidential cover.

VIII. APPENDICES The following appendices are attached to this memorandum and should be reviewed by BFO's representatives in advance of the March 11 call: Appendix A: Side-by-Side Comparison Chart — BFO Position vs. GP Position on All Open/Bracketed Points. This chart, prepared by Owen Fischer (associate, C&H), presents each disputed provision in columnar format, with BFO's position, the GP's position, the current st