Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the three remaining bracketed (open) points in the side-letter negotiation between Briarwood Family Office LLC ("BFO") and Meridian Peak Capital Partners GP IV LLC (the "GP") / Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV" or the "Fund"), following our receipt on March 18, 2024 of the second GP markup of the side letter prepared and transmi

II. Negotiation Background & Procedural History The following is a chronological summary of the key events and milestones in the Fund IV side-letter negotiation to date. This history is provided to ensure a complete record for BFO's files and to contextualize the current status of negotiations. January 8, 2024. BFO received the Fund IV PPM (dated December 15, 2023) and the LPA (dated December 20, 2023) from Gavin R.

III. Summary of Resolved Provisions For the convenience of the BFO team and to provide a complete record, we briefly summarize below the provisions of the side letter that have been fully agreed between the parties and are no longer in dispute. These provisions are reflected in the current draft side letter (the third draft, as marked up by Ashford Crane on March 18, 2024) without brackets or other indicators of disa

I. Confidentiality Carve-Outs — Section 9 of Side Letter The standard confidentiality provisions of the LPA are modified to permit BFO to disclose confidential information regarding the Fund, BFO's investment therein, and the terms of the side letter to the following categories of recipients, subject to such recipients being bound by obligations of confidentiality: (a) BFO's tax, legal, and accounting advisors (inclu

IV. Open Point 1: Excuse/Exclusion Cap A. Issue Description The first and most significant remaining open point concerns the aggregate cap on the dollar amount of investments from which BFO may elect to be excused under Section 3 of the side letter. As noted in Section III.B above, BFO has negotiated the right to be excused from investments falling within four defined categories (cannabis, gaming/casino, sanctioned j

V. Open Point 2: MFN Summary Delivery Timing A. Issue Description The second remaining open point relates to the timing of the GP's obligation to deliver a redacted summary of all material side-letter terms granted to other limited partners, which serves as the trigger for BFO's exercise of its most favored nation election right under Section 2 of the side letter. Specifically, the open issue is the number of busines

VI. Open Point 3: K-1 Delivery Timeline A. Issue Description The third and final remaining open point concerns the target deadline by which the Fund will use commercially reasonable efforts to deliver IRS Schedule K-1s to BFO following the end of each fiscal year. The K-1 delivery timeline is set forth in Section 10 of the side letter and supplements the standard K-1 delivery provisions in the LPA. The LPA provides t

VII. Summary Table of Open Points The following table summarizes the three remaining open points, the parties' respective positions, and C&H's recommendations: As reflected above, our recommended approach is to concede on Open Points 2 and 3 while continuing to advocate for BFO's position on Open Point 1. If necessary, BFO may consider proposing a compromise of 22.5% on the excuse cap as a fallback position. We belie

VIII. Recommended Next Steps Based on the foregoing analysis, we recommend the following next steps to bring the side-letter negotiation to a conclusion and facilitate BFO's timely subscription to Fund IV:

1. BFO Internal Alignment. BFO's investment committee members and key personnel — Julian R. Hargrove, Sandra M. Whitfield, and Derek T. Calloway — should review this memorandum and confirm C&H's recommendations, specifically: (a) the decision to press for 25% on the excuse cap (with a fallback to 22.5% if the GP remains firm at 20%), (b) acceptance of the GP's position on MFN summary delivery timing (20 business days

2. Investment Committee Approval. Execution of the side letter (and the related subscription agreement for the $75,000,000 commitment) requires approval of BFO's investment committee, which requires the affirmative vote of three of four members, with Julian R. Hargrove holding a veto right. C&H recommends scheduling an investment committee meeting at the earliest practicable date to address both the remaining negotia

3. Communication to Ashford Crane. Upon receipt of BFO's instructions regarding the three open points, C&H will communicate BFO's final positions to Ashford Crane & Hewitt LLP (Harrison K. Drummond, Partner; Elaine C. Woodbury, Senior Associate) in a manner to be determined by BFO — either through a marked-up draft of the side letter or through a telephone call followed by a written confirmation. If the parties reach

4. Subscription Documentation. C&H has prepared a draft subscription agreement markup and a draft investor questionnaire, both dated March 10, 2024, for BFO's review. These documents remain in draft form pending resolution of the side-letter open points and investment committee approval. Upon resolution of the open points, C&H will finalize the subscription documents for execution concurrently with the side letter. W

5. Timeline Sensitivity. Fund IV's anticipated first close is April 30, 2024, with a final close deadline of October 31, 2024. If BFO intends to participate in the first close — which carries certain advantages, including first-close fee discounts and priority in co-investment allocation — the side letter and subscription documents would need to be finalized and executed no later than approximately April 25, 2024, to

IX. Closing Calderwood & Harkness remains available to discuss this memorandum and the recommended approach at BFO's convenience. We would be pleased to schedule a call or in-person meeting with the BFO team to address any questions, refine the negotiation strategy, or discuss alternative approaches to any of the open points. Please do not hesitate to contact either of us directly: Pamela Cross Partner, Funds & Asset

1. Excuse/Exclusion Cap | Section 3 | 25% of commitment ($18,750,000) | 20% of commitment ($15,000,000) | $3,750,000 / 5 percentage points | Press for 25%; fallback to 22.5% ($16,875,000)

2. MFN Summary Delivery Timing | Section 2 | 15 business days post-close | 20 business days post-close | 5 business days | Accept GP's position (20 business days)

3. K-1 Delivery Timeline | Section 10 | 75 days post fiscal year-end | 90 days post fiscal year-end | 15 days | Accept GP's position (90 days)