Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth our recommended negotiation strategy for the side letter (the "Side Letter") to be entered into by and among Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership ("Fund IV" or the "Fund"), Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company and the general partner of Fund IV (the "General Partner" or

II. Background and Negotiating Context A. Fund IV Overview Fund Sponsor. Fund IV is sponsored by Meridian Peak Capital Advisors LLC ("MPCA"), a Delaware limited liability company co-founded in 2011 by Conrad J. Ellsworth (Managing Partner & Chief Executive Officer) and Priya Narayan (Managing Partner & Chief Investment Officer). MPCA is headquartered at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. MPCA is regi

III. Priority-Ranked Negotiation Objectives Set forth below are our recommended negotiation objectives, ranked in order of priority based on our assessment of (i) the importance of each provision to BFO's economic interests and governance needs, (ii) the likelihood of obtaining the requested term, and (iii) the relative market-standard nature of the request. For each objective, we describe the recommended opening pos

IV. Additional Protective Provisions In addition to the priority-ranked negotiation objectives set forth above, we recommend that the Side Letter include the following additional protective provisions, which are standard in scope and unlikely to generate significant GP resistance. A. Confidentiality Carve-Outs The LPA's confidentiality provisions require limited partners to maintain the confidentiality of fund inform

V. Negotiation Process and Timeline Set forth below is our proposed timeline for the Side Letter negotiation process. This timeline is designed to ensure that the negotiation is completed well in advance of Fund IV's anticipated first close on April 30, 2024, allowing sufficient time for BFO investment committee consideration and approval. C&H notes the following with respect to the negotiation process: • C&H will pr

VI. Summary of Proposed Terms The following table summarizes BFO's proposed Side Letter terms, the expected GP position, and C&H's recommended fallback for each provision.

VII. Next Steps and Action Items The following action items should be completed in connection with the Side Letter negotiation:

1. BFO Confirmation of Strategy (by end of day February 6, 2024). BFO to confirm alignment with the proposed negotiation strategy and priority ranking set forth in this memorandum. In particular, BFO should confirm that the priority ranking accurately reflects BFO's preferences and that the proposed fallback positions are acceptable. Any modifications to the strategy should be communicated to C&H promptly so that the

2. Transmittal of Initial Term Sheet (February 7, 2024). C&H (Theresa Kim) to finalize and transmit the initial side-letter term sheet to Ashford Crane & Hewitt LLP (Elaine C. Woodbury, Senior Associate, cc: Harrison K. Drummond, Partner) on February 7, 2024, or as soon as practicable following BFO's confirmation of strategy.

3. MFN Provision Comparison Matrix. Owen Fischer (Working Associate, C&H) to continue preparing the MFN Provision Comparison Matrix, which benchmarks BFO's proposed MFN provision against MFN provisions in comparable real estate fund side letters. This matrix will serve as an internal reference during negotiations and will be provided to BFO for informational purposes.

4. Subscription Agreement Markup and Investor Questionnaire. C&H to begin preparing a BFO-specific markup of the Fund IV subscription agreement and to draft the investor questionnaire for BFO. These documents will be prepared in parallel with the Side Letter negotiation and delivered to BFO for investment committee review at the same time as the substantially final Side Letter.

5. Excuse Rights Analysis Memorandum. C&H to prepare a separate Excuse Rights Analysis Memorandum analyzing the legal enforceability, market context, and drafting considerations for the proposed excuse provisions. This memorandum will address, among other things, the interaction between BFO's excuse rights and the Fund's investment limitations, the treatment of excused investments in the distribution waterfall, and t

6. BFO Internal Materials. BFO to begin assembling the internal materials and documentation that will be needed for the investor questionnaire and subscription process, including the following: • BFO's Employer Identification Number (EIN: 27-4831956); • Identification of authorized signatory (Julian R. Hargrove, Managing Director & CIO); • Accredited investor and qualified purchaser representations and supporting doc

VIII. Disclaimer This memorandum constitutes a privileged and confidential attorney-client communication and is provided solely for the use of Briarwood Family Office LLC and its authorized representatives in connection with BFO's proposed commitment to Meridian Peak Capital Partners Fund IV, L.P. This memorandum is protected by the attorney-client privilege and the work product doctrine. C&H's analysis and recommend