Contract analysis

I. CALL DETAILS Date: Monday, March 11, 2024 Time: 2:00 p.m. – 3:15 p.m. Eastern Time (approximately 75 minutes) Format: Telephone conference call Participants: Calderwood & Harkness LLP (Counsel to BFO): • Pamela Cross, Partner • Theresa Kim, Lead Associate Briarwood Family Office LLC: • Sandra M. Whitfield, General Counsel • Derek T. Calloway, Director of External Investments Ashford Crane & Hewitt LLP (Counsel to

II. PURPOSE OF CALL The conference call was convened as a four-party negotiation session to address the remaining open points in the side-letter negotiation between Briarwood Family Office LLC, as a prospective limited partner with a proposed commitment of $75 million, and Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership with a target fund size of $1.5 billion and a hard cap of $1.75 billi

III. SUMMARY OF DISCUSSION AND OUTCOMES BY TOPIC A. Key Person Suspension Provision (Section 7 of Draft Side Letter) Background. In the first draft side letter, BFO proposed a 90-day suspension of the investment period upon the departure of either Conrad J. Ellsworth (Co-Founder, Managing Partner & Chief Executive Officer of MPCA) or Priya Narayan (Co-Founder, Managing Partner & Chief Investment Officer of MPCA) from

I. Tax Reporting / K-1 Delivery (Section 10 of Draft Side Letter) Background. BFO requested that the Fund use commercially reasonable efforts to deliver Schedule K-1s to BFO within 75 days of the end of each fiscal year, representing a meaningful acceleration from the standard 120-day delivery period provided in Article 14 of the Limited Partnership Agreement. Discussion. Fujimoto stated that the GP's preference rema

IV. SUMMARY OF OPEN POINTS REMAINING AFTER CALL The following table summarizes the three remaining bracketed or open issues as of the conclusion of the March 11, 2024 call. All other provisions of the side letter are substantively agreed. It should be noted that the parties reached agreement on all other substantive provisions of the side letter, including the key person suspension provision (Section 7), the MFN anch

V. NEXT STEPS The following next steps were identified on the call and through subsequent discussion among Calderwood & Harkness and BFO:

1. Third Draft Side Letter. Calderwood & Harkness will prepare a third draft of the side letter incorporating all outcomes from the March 11 call. The three open points identified in Section IV above will be reflected in brackets. All agreed provisions will be updated to reflect the final agreed language, including the key person suspension reversion to 90 days, the co-investment notice timing mechanics, and the tran

2. Target Circulation Date. Calderwood & Harkness's target date for circulation of the third draft to Ashford Crane & Hewitt LLP is March 14, 2024.

3. BFO Pre-Circulation Review. Prior to transmittal to Ashford Crane, Calderwood & Harkness will circulate the third draft to Sandra M. Whitfield and Derek T. Calloway for review and comment.

4. Internal BFO Deliberation on Excuse Cap. BFO is asked to consider internally whether the GP's revised 20% excuse/exclusion cap ($15,000,000) is acceptable, or whether BFO wishes to continue pressing for its 25% position ($18,750,000). Calderwood & Harkness's recommendation is to maintain the 25% position in the third draft with a potential fallback to 20% if needed to close the overall negotiation, provided that B

5. BFO Investment Committee Approval. BFO's proposed commitment of $75 million to Fund IV remains subject to the approval of BFO's investment committee. Approval requires the affirmative vote of at least three of the four investment committee members, and Julian R. Hargrove holds a veto right over any commitment. No side letter or subscription agreement may be executed prior to receipt of investment committee approva

6. Fund IV Closing Timeline. Fund IV's anticipated first close is April 30, 2024. The final close deadline under the LPA is October 31, 2024. BFO's target is to complete all documentation in advance of the first close, subject to investment committee approval.

VI. DISTRIBUTION AND PRIVILEGE NOTICE This memorandum was prepared by Theresa Kim, Lead Associate, Calderwood & Harkness LLP, and reviewed by Pamela Cross, Partner, Calderwood & Harkness LLP. Distribution of this memorandum is limited to the named addressees. This memorandum is protected by the attorney-client privilege and constitutes attorney work product. It should not be forwarded, copied, or disclosed to any thi