Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Subscription Agreement, including all schedules and appendices attached hereto, as it may be amended, modified, or supplemented from time to time in accordance with its terms. "Capital Commitment" means the aggregate amount of capital that the Subscriber has committed to contribut

Section 1.2 — Interpretation For purposes of this Agreement, the following rules of interpretation shall apply: (a) References herein to the LPA, the PPM, and the Side Letter shall be deemed to refer to such documents as they may be amended, supplemented, restated, or otherwise modified from time to time in accordance with their respective terms. (b) Capitalized terms used but not otherwise defined in this Agreement

ARTICLE II — SUBSCRIPTION AND CAPITAL COMMITMENT

Section 2.1 — Subscription The Subscriber hereby irrevocably subscribes for a limited partnership interest in the Fund and commits to contribute capital to the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Capital Commitment"), subject to the terms and conditions of this Agreement, the LPA, and, to the extent applicable, the Side Letter. The subscription set forth herein is irrevoca

Section 2.2 — Capital Contributions Capital contributions shall be made by the Subscriber in accordance with the terms and conditions of the LPA upon receipt of capital call notices (sometimes referred to as "drawdown notices") from the General Partner. Each capital call notice shall specify the amount of the drawdown, the purpose of the drawdown, and the date by which payment must be received. The Subscriber shall f

Section 2.3 — Admission The Subscriber shall be admitted as a Limited Partner of the Fund upon (a) acceptance of this Subscription Agreement by the General Partner, (b) satisfaction of all conditions to admission set forth in the LPA, including completion and submission of the Investor Questionnaire and any applicable anti-money laundering and know-your-customer documentation, and (c) payment of any amounts required

Section 2.4 — Side Letter The Subscriber and the General Partner acknowledge and agree that the terms and conditions of the Side Letter, if executed, shall supplement and, to the extent of any conflict or inconsistency with the LPA or this Agreement as they apply to the Subscriber, supersede the terms of the LPA and this Agreement with respect to the Subscriber. In the event of any conflict between the terms of the S

1. Excuse cap — GP has proposed 15% of the Capital Commitment ($11,250,000); BFO has proposed 25% ($18,750,000). The difference is $7,500,000.

2. MFN summary delivery timing — The draft Side Letter provides for delivery of an MFN summary, but the timing of delivery remains bracketed.

3. K-1 delivery timing — BFO has requested 75 days post fiscal year-end; standard LPA provides for 120 days. This Subscription Agreement should not be executed until the Side Letter is finalized and executed simultaneously. C&H recommends inserting explicit language in this Section 2.4 conditioning the effectiveness of this Agreement on the simultaneous execution and delivery of the Side Letter. Proposed language: "T

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER The Subscriber hereby represents and warrants to the Fund, the General Partner, and the Investment Manager, as of the date hereof and as of the Closing Date (and, to the extent required by the LPA, as of the date of each capital contribution), as follows:

Section 3.1 — Organization and Authority Briarwood Family Office LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Subscriber was organized in 2007 and has been continuously in good standing since the date of its formation. The Subscriber's registered agent in the State of Delaware is Capitol Registered Agents Inc., located at 1209 O

Section 3.2 — Authorized Signatory The person executing this Agreement on behalf of the Subscriber, Julian R. Hargrove, in his capacity as Managing Director and Chief Investment Officer, is duly authorized to execute this Agreement on behalf of the Subscriber and to bind the Subscriber to the obligations set forth herein. The Subscriber represents that no other signature, authorization, or approval is required to mak

Section 3.3 — Accredited Investor Status The Subscriber hereby represents and warrants that it is an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Subscriber qualifies as an accredited investor on the following basis: the Subscriber is an entity in which all of the equity owners are accredited investors

Section 3.4 — Qualified Purchaser Status The Subscriber hereby represents and warrants that it is a "qualified purchaser" as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amended (the "Investment Company Act"). Specifically, the Subscriber owns not less than Five Million Dollars ($5,000,000) in "investments" as that term is defined in Rule 2a51-1 promulgated under the Investment C

Section 3.5 — ERISA Representations The Subscriber hereby represents and warrants that: (a) The Subscriber is NOT an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (b) The Subscriber is NOT a "plan" as described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (the "Code"); (c) The Subscriber is NOT an entity whose

Section 3.6 — Non-Benefit Plan Investor The Subscriber hereby represents and warrants that it is not a "benefit plan investor" as defined in 29 C.F.R. § 2510.3-101(f)(2). No portion of the Subscriber's assets constitutes or will constitute assets of any benefit plan investor, including (a) any employee benefit plan subject to Part 4, Subtitle B of Title I of ERISA, (b) any plan to which Section 4975 of the Code appli

Section 3.7 — Bad Actor Representations The Subscriber hereby represents and warrants that neither the Subscriber, nor any of the Subscriber's directors, executive officers, managing members, or other persons who would be considered "covered persons" under Rule 506(d) of Regulation D promulgated under the Securities Act, has been subject to any of the disqualifying events described in Rule 506(d)(1) of Regulation D.

Section 3.8 — Investment Intent and Suitability The Subscriber is acquiring the limited partnership interest for its own account, for investment purposes only, and not with a view to any distribution, resale, subdivision, or fractionalization thereof, in whole or in part, in violation of the Securities Act or any applicable state securities laws. The Subscriber has no present plans, intentions, or arrangements to sel

Section 3.9 — Receipt of Documents The Subscriber hereby acknowledges that it has received and carefully reviewed complete copies of the following documents in connection with its subscription: (a) The Confidential Private Placement Memorandum of the Fund dated December 15, 2023; (b) The Amended and Restated Agreement of Limited Partnership of the Fund dated December 20, 2023; and (c) This Subscription Agreement and

Section 3.10 — Placement Agent Disclosure Acknowledgment The Subscriber hereby acknowledges and agrees that Pinnacle Capital Markets LLC ("Pinnacle"), a Delaware limited liability company and registered broker-dealer, is acting as the placement agent for the Fund in connection with the offering and sale of limited partnership interests. The Subscriber acknowledges that Pinnacle will receive a placement fee equal to 1

Section 3.11 — No Government Plan The Subscriber hereby represents and warrants that it is not a governmental plan as defined in Section 3(32) of ERISA or Section 414(d) of the Code, and that it is not a governmental entity or instrumentality of any government. The Subscriber is not subject to any state or local "pay-to-play" laws, regulations, or rules that restrict or regulate political contributions by or on behal

Section 3.12 — Anti-Money Laundering / OFAC Representations The Subscriber hereby represents and warrants as follows: (a) The funds used by the Subscriber to make the Capital Commitment and each capital contribution to the Fund are not derived from, and do not and will not constitute, the proceeds of any criminal activity, unlawful activity, or any activity that would constitute a violation of any applicable anti-mon

Section 3.13 — Tax Status The Subscriber hereby represents and warrants that: (a) The Subscriber is treated as a domestic entity for United States federal income tax purposes. The Subscriber is not a "foreign person" within the meaning of Section 1445 of the Code, and is not subject to withholding under Section 1446 of the Code. (b) The Subscriber's Employer Identification Number is 27-4831956. (c) The Subscriber is

Section 3.14 — No Registration The Subscriber hereby acknowledges and understands that: (a) The limited partnership interests being subscribed for herein have not been registered under the Securities Act of 1933, as amended, or under any state securities or "blue sky" laws, and are being offered and sold in reliance on exemptions from registration under the Securities Act, including without limitation the exemptions

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE GENERAL PARTNER The General Partner hereby represents and warrants to the Subscriber, as of the date hereof and as of the Closing Date, as follows:

Section 4.1 — Organization The General Partner represents and warrants that it is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The General Partner's registered agent in the State of Delaware is Beacon Statutory Services LLC, located at 1013 Centre Road, Wilmington, DE 19805. The General Partner has all requisite limited liability company p

Section 4.2 — Authority The General Partner has full power and authority to execute, deliver, and perform this Agreement, to admit the Subscriber as a Limited Partner of the Fund, and to take all actions contemplated hereby. The execution, delivery, and performance of this Agreement by the General Partner have been duly authorized by all necessary limited liability company action, and no further approval, consent, or

Section 4.3 — Compliance with Law The execution and delivery of this Agreement by the General Partner, and the admission of the Subscriber as a Limited Partner of the Fund, will not (a) violate any applicable law, regulation, rule, order, judgment, or decree binding on the General Partner or the Fund, (b) conflict with or constitute a breach of or default under the organizational documents of the General Partner or t

Section 4.4 — Fund Information The General Partner represents and warrants that the information contained in the PPM dated December 15, 2023 is, as of its date, true, correct, and complete in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were mad

ARTICLE V — TRANSFER RESTRICTIONS

Section 5.1 — Restrictions on Transfer The Subscriber agrees that it may not sell, transfer, assign, pledge, hypothecate, encumber, or otherwise dispose of (collectively, "Transfer") all or any portion of its limited partnership interest in the Fund except in strict compliance with the terms and conditions set forth in the LPA. The Subscriber acknowledges that the limited partnership interests have not been registere

Section 5.2 — Compliance with Securities Laws Any proposed Transfer of all or any portion of the Subscriber's limited partnership interest must comply with all applicable federal and state securities laws and regulations. The Subscriber acknowledges that the General Partner may require, as a condition to any proposed Transfer, delivery of an opinion of counsel, in form and substance reasonably satisfactory to the Gen

Section 5.3 — GP Consent Except as otherwise provided in the Side Letter, any Transfer of all or any portion of the Subscriber's limited partnership interest shall require the prior written consent of the General Partner, which consent may be withheld by the General Partner in its sole and absolute discretion, for any reason or no reason. The General Partner shall have no obligation to disclose the reasons for any re

ARTICLE VI — POWER OF ATTORNEY

Section 6.1 — Grant of Power of Attorney The Subscriber hereby irrevocably constitutes and appoints the General Partner, and any successor general partner of the Fund, as the Subscriber's true and lawful attorney-in-fact, with full power and authority, in the Subscriber's name, place, and stead, to execute, acknowledge, swear to, deliver, record, and file, on behalf of the Subscriber, any and all documents, instrumen

Section 7.1 — Subscriber Indemnification The Subscriber agrees to indemnify, defend, and hold harmless the Fund, the General Partner, the Investment Manager, and each of their respective directors, officers, members, partners, employees, agents, affiliates, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all losses, damages, liabilities, claims, actions, suits, proceedings,

Section 7.2 — Survival All representations, warranties, covenants, and indemnification obligations of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement, the admission of the Subscriber as a Limited Partner, each capital contribution, and the termination, dissolution, or winding up of the Fund or the Subscriber's withdrawal or transfer of its limited partnership inte

Section 8.1 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any action, suit, or proceeding

Section 8.2 — Entire Agreement This Agreement, together with the LPA, the PPM, the Side Letter (if executed), the Investor Questionnaire, and any other documents expressly referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, understandings, and agreements, whether written or oral, relating to such subj

Section 8.3 — Amendments This Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by each of the Subscriber and the General Partner. No waiver by any party of any provision of this Agreement shall be deemed a continuing waiver or a waiver of any other provision, and no failure or delay by any party in exercising any right, power, or privilege under this Agreeme

Section 8.4 — Severability If any provision of this Agreement, or the application of any such provision to any person or circumstance, shall be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other person or circumstance.

Section 8.5 — Notices All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given and received (a) upon personal delivery, (b) upon delivery by a nationally recognized overnight courier service (with written confirmation of receipt), (c) upon delivery by electronic mail (with confirmation of receipt by the recipient,

Section 8.6 — Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be as effective as delivery of a manually executed

Section 8.7 — Third-Party Beneficiaries Except as expressly provided in this Section 8.7, nothing in this Agreement is intended to, or shall, confer upon any person other than the parties hereto and their respective successors and permitted assigns any rights, benefits, or remedies of any nature under or by reason of this Agreement. Notwithstanding the foregoing, the Investment Manager (Meridian Peak Capital Advisors

Section 8.8 — Confidentiality The Subscriber agrees to maintain the confidentiality of the terms and conditions of this Agreement, the LPA, the PPM, and the Side Letter, and not to disclose any of such terms or conditions, or any non-public information regarding the Fund, the General Partner, the Investment Manager, or any portfolio investment of the Fund, to any person or entity, except as may be required by applica

1. Side Letter Finalization. The Side Letter must be finalized and agreed in all respects. As of the date of this markup, three bracketed points remain open in the second GP markup of the Side Letter, which was received from Ashford Crane & Hewitt LLP on March 8, 2024 (an updated markup from Ashford Crane was subsequently received on March 18, 2024): (a) Excuse Cap. The General Partner has proposed an excuse cap of 1