Contract analysis

Section 1: Parties and Transaction Overview 1.1 Parties. The following parties are anticipated to be parties to the definitive side letter agreement (the "Side Letter") to be negotiated and executed in connection with the transactions described herein: Prospective Limited Partner: Briarwood Family Office LLC, a Delaware limited liability company ("BFO" or the "Investor"), with its principal office located at 780 Park

Section 2: Most Favored Nation Rights MFN Right. BFO shall be entitled to elect to receive the benefit of any economic, governance, or other material term granted by the GP or the Fund (whether by side letter, amendment, waiver, or otherwise) to any other limited partner of Fund IV whose capital commitment to the Fund equals or exceeds Fifty Million Dollars ($50,000,000) (such other limited partners, the "MFN-Eligibl

Section 3: Excuse / Exclusion Rights 3.1 Excuse Categories BFO shall have the right to elect to be excused from participating in, and funding its pro rata share of capital calls with respect to, any Fund investment that falls within one or more of the following categories (each, an "Excuse Category"): (a) Cannabis-Related Investments. Any investment in assets or businesses that derive a material portion of their reve

Section 4: Management Fee Reduction 4.1 Reduced Fee Schedule BFO shall be entitled to a reduced management fee schedule in lieu of the standard management fee rates set forth in the LPA. The reduced fee schedule shall apply as follows: During the Investment Period (anticipated to be four (4) years from the Final Close): BFO shall pay an annual management fee equal to 1.50% per annum on BFO's aggregate capital commitm

Section 5: Placement Agent Fee Offset Pinnacle Capital Markets LLC ("Pinnacle") serves as the exclusive placement agent for Fund IV pursuant to an engagement letter between MPCA and Pinnacle dated November 1, 2023 (the "Placement Agent Agreement"). Pursuant to the Placement Agent Agreement, Pinnacle is entitled to receive a placement fee in connection with BFO's capital commitment to the Fund. The placement fee payab

Section 6: Co-Investment Rights BFO shall have the right to participate in co-investment opportunities alongside the Fund on the terms and conditions set forth in this Section 6. Eligibility Threshold. BFO's co-investment right shall apply to any Fund investment in which the total equity invested by the Fund (including any equity invested through parallel vehicles or alternative investment vehicles) exceeds One Hundr

Section 7: Enhanced Reporting 7.1 Quarterly Reports The GP shall deliver to BFO portfolio-level reports (each, a "Quarterly Report") within the timeframes specified below following the end of each calendar quarter during the term of the Fund. Each Quarterly Report shall include, at a minimum, the following information: (a) Property-level performance data, including occupancy rates, net operating income, and capital e

Section 8: Key Person Event 8.1 Key Persons The following individuals are designated as "Key Persons" for purposes of the enhanced key person provision described in this Section 8: Conrad J. Ellsworth — Co-Founder, Managing Partner, and Chief Executive Officer of Meridian Peak Capital Advisors LLC (MPCA). Mr. Ellsworth is a founding principal of the Meridian Peak platform and is responsible for overall strategic dire

Section 9: Transfer Rights BFO shall have the right to transfer all or any portion of its limited partnership interest in the Fund to any entity that is (i) directly or indirectly controlled by one or more members of the Hargrove family, or (ii) established primarily for the benefit of one or more members of the Hargrove family, including without limitation any trust, family limited partnership, limited liability com

Section 10: Confidentiality Carve-Outs Notwithstanding the confidentiality provisions set forth in Article [•] of the LPA, BFO shall be permitted to disclose Fund-related confidential information (including, without limitation, the terms of the LPA, the Side Letter, and information regarding the Fund's portfolio, performance, and operations) to the following persons and entities, in each case without the prior writte

Section 11: Tax Reporting The Fund shall use commercially reasonable efforts to deliver IRS Schedule K-1s (and any applicable state and local tax information returns) to BFO within seventy-five (75) days of the end of the Fund's fiscal year. This accelerated delivery timeline compares favorably to the standard K-1 delivery timeline of one hundred twenty (120) days set forth in Section [•] of the LPA and is intended t

Section 12: Miscellaneous Provisions 12.1 Governing Law The Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision set forth in the LPA and is intended to ensure th

Section 13: Summary of Open Points and Concessions The following tables summarize the concessions made by BFO in this Revised Term Sheet, the positions maintained by BFO, and the items that have been agreed between the parties as of the date hereof. 13.1 Concessions Made by BFO in This Revised Term Sheet 13.2 Positions Maintained by BFO 13.3 Items Agreed The following items have been agreed in principle between the p