Contract analysis

I. Executive Summary On February 7, 2024, we transmitted the initial side-letter term sheet (the "Initial Term Sheet") on behalf of our client, Briarwood Family Office LLC ("BFO"), to Ashford Crane & Hewitt LLP ("Ashford Crane"), specifically to the attention of Harrison K. Drummond and Elaine C. Woodbury, in their capacity as counsel to Meridian Peak Capital Partners GP IV LLC (the "General Partner" or "GP"), the ge

II. Provision-by-Provision Analysis The following sections address each provision of the Initial Term Sheet in turn, setting forth: (1) our original proposal as transmitted on February 7, (2) the GP's markup as received on February 14, and (3) our assessment and recommendation for the counter-proposal. A. Most Favored Nation (MFN) Rights Our Proposal (February 7 Term Sheet): The Initial Term Sheet proposed that BFO b

I. Confidentiality Carve-Outs Our Proposal (February 7 Term Sheet): The Initial Term Sheet proposed that BFO be permitted to disclose confidential Fund information (including the terms of the side letter, the LPA, and portfolio-level information received through enhanced reporting) to the following categories of recipients: • BFO's tax advisors, legal counsel, and accounting professionals; • members of the Hargrove f

III. Summary of GP Positions — Status Matrix The following table summarizes the status of each provision following the GP Markup:

IV. Recommended Next Steps Based on our analysis of the GP Markup, we recommend the following course of action:

1. Internal Strategy Call with BFO. Schedule an internal call with Sandra Whitfield and Derek Calloway for the week of February 19, 2024 to discuss the GP Markup in detail and align on counter-positions for each open provision. We note that an internal strategy call has already been calendared for Monday, February 19, 2024 at 2:00 p.m. EST, and this memorandum should be circulated to Sandra and Derek in advance of th

2. Prioritize the Three Material Open Points. The counter-proposal should prioritize resolution of the three provisions where material disagreement exists: (a) the scope of the MFN clause, with a particular focus on eliminating or narrowing the "strategic investor" carve-out; (b) the excuse cap, where we should counter-propose 25% (with a 20% fallback); and (c) the key person enhancement, where we should present the

3. Prepare Revised Term Sheet. Following the internal call with BFO on February 19, prepare a revised term sheet incorporating the agreed counter-positions for transmission to Ashford Crane & Hewitt LLP, targeting delivery by Wednesday, February 21, 2024. The revised term sheet should be formatted as a redline against the GP Markup to facilitate review by the GP's counsel and the Meridian Peak team.

4. Consider Four-Party Call on Key Person Issue. Given the significance of the key person provision to BFO and the GP's outright rejection of the initial proposal, consider whether a four-party call — involving our team (Calderwood & Harkness), BFO (Sandra Whitfield and/or Derek Calloway), Ashford Crane (Harrison Drummond and/or Elaine Woodbury), and Meridian Peak (Gavin Lockhart, Head of Investor Relations, and Tama

5. MFN Provision Comparison Matrix. Owen Fischer to update the firm's MFN Provision Comparison Matrix to reflect the GP's proposed "strategic investor" carve-out and to assess the market prevalence of such provisions across comparable funds. The updated matrix should include at least five recent precedent side letters involving similar carve-outs and should be completed by February 20, 2024 for use in the internal st

6. Begin Drafting Definitive Side Letter. Upon finalization of the revised term sheet and receipt of the GP's response, begin drafting the first complete side letter based on the revised term sheet. The goal is to transmit a full draft of the definitive side letter to Ashford Crane by the end of February 2024. Owen Fischer will prepare the initial draft, with review by Theresa Kim and Pamela Cross before transmission

V. Attachments The following documents are attached hereto for reference: Attachment A: GP Markup of Initial Term Sheet (received February 14, 2024 from Ashford Crane & Hewitt LLP, transmitted by Elaine C. Woodbury via email at 4:47 p.m. EST) Attachment B: Clean copy of Calderwood & Harkness Initial Term Sheet (transmitted February 7, 2024 to Harrison K. Drummond and Elaine C. Woodbury at Ashford Crane & Hewitt LLP)