1026-00001 · Briarwood Family Office LLC · Engagement & Administration

engagement-letter.docx DOCUMENT Funds

13 / 35 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Counselors at Law

425 Lexington Avenue New York, NY 10017

Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com

January 24, 2024

VIA EMAIL AND FEDERAL EXPRESS

Sandra M. Whitfield, Esq. General Counsel Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021

Re: Engagement of Calderwood & Harkness LLP — Side-Letter Negotiation in Connection with Proposed Limited Partnership Commitment to Meridian Peak Capital Partners Fund IV, L.P.

Matter No.: 1026-00001

Dear Ms. Whitfield:

We are delighted to have the opportunity to work with Briarwood Family Office LLC in connection with the matter described below. This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP will provide legal services to Briarwood Family Office LLC. We ask that you review this Letter carefully and, if the terms are acceptable, countersign where indicated below and return one fully executed copy to our offices. Your countersignature will confirm your agreement to the terms set forth herein.

1. Engagement and Scope of Representation

1.1 Description of the Engagement

Calderwood & Harkness LLP ("C&H," "we," "our," or the "Firm") is pleased to confirm our engagement by Briarwood Family Office LLC ("BFO" or the "Client"), a Delaware limited liability company, to serve as legal counsel in connection with the negotiation and documentation of a side letter (the "Side Letter") to the Amended and Restated Agreement of Limited Partnership dated December 20, 2023 (the "LPA") of Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership, in connection with a proposed capital commitment of Seventy-Five Million Dollars ($75,000,000) by BFO as a limited partner of Fund IV.

Fund IV is managed by Meridian Peak Capital Partners GP IV LLC (the "General Partner"), a Delaware limited liability company and the sole general partner of Fund IV. The General Partner is a wholly owned subsidiary of Meridian Peak Capital Advisors LLC ("MPCA"), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended, with its principal office located at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. We understand that the placement agent for Fund IV is Pinnacle Capital Markets LLC ("Pinnacle"), a FINRA-registered broker-dealer, and that the fund administrator is Granite Ledger Fund Services LLC ("Granite Ledger").

The General Partner and Fund IV are represented by Ashford Crane & Hewitt LLP, 1 Federal Street, Suite 3600, Boston, MA 02110 (attention: Margaret S. Alderman, Esq.), and we anticipate that the principal negotiations with respect to the Side Letter and subscription documentation will be conducted between our Firm and Ashford Crane & Hewitt LLP on behalf of our respective clients.

1.2 Scope of Services

The scope of our engagement includes the following services:

(a) Review and Analysis of Governing Documents. Review and analysis of the Fund IV LPA (dated December 20, 2023) and the Fund IV Private Placement Memorandum (dated December 15, 2023) (the "PPM"), including identification of key terms, risk factors, fee structures, governance provisions, withdrawal and redemption mechanics, and provisions that may be subject to negotiation, modification, or supplementation via side letter. This review will include an assessment of the rights and obligations of limited partners under the LPA and the identification of areas where BFO may seek enhanced protections, preferential terms, or clarifications through the Side Letter.

(b) Side Letter Negotiation and Documentation. Preparation and negotiation of the Side Letter between BFO, Fund IV, and the General Partner, addressing, among other things:

(i) most favored nation ("MFN") rights, including the scope and mechanics of MFN elections and any carve-outs or limitations thereon;

(ii) excuse and exclusion rights, including the right of BFO to be excused from particular investments on regulatory, legal, tax, or policy grounds;

(iii) management fee reductions or offsets, including any tiered fee arrangements applicable to BFO's commitment level;

(iv) co-investment rights, including rights of first offer or first refusal with respect to co-investment opportunities alongside Fund IV;

(v) enhanced reporting obligations, including the frequency, content, and format of financial, portfolio, and ESG-related reporting to BFO;

(vi) key person provisions, including the identification of key persons and the consequences of a key person event;

(vii) transfer rights, including any pre-approved transferees, rights of first refusal, or consent requirements applicable to transfers by BFO of its limited partnership interest;

(viii) confidentiality carve-outs, including permitted disclosures to BFO's affiliates, advisors, family members, and regulatory authorities;

(ix) tax reporting, including timely delivery of Schedule K-1s and other tax-related information, as well as any UBTI or ECI-related protections;

(x) placement agent fee disclosures and offsets; and

(xi) such other customary side letter provisions as BFO may reasonably request and the General Partner may agree to.

(c) Subscription Document Review. Review and markup of Fund IV subscription documents, including the subscription agreement and investor questionnaire, as necessary for BFO's potential admission as a limited partner of Fund IV.

(d) Negotiation with Counterparty Counsel. Correspondence and negotiation with Ashford Crane & Hewitt LLP, counsel to the General Partner and Fund IV, regarding the Side Letter and related transaction documents, including all communications necessary to resolve open issues and reach agreement on the final form of the Side Letter.

(e) Advisory Services. Advisory services related to the foregoing, including analysis of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) as applicable to the LPA and Side Letter, ERISA considerations (including an assessment of whether Fund IV constitutes a "plan asset" entity under 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA), and regulatory matters relevant to BFO's proposed commitment.

(f) Additional Services. Such other legal services as may be reasonably requested by BFO in connection with the proposed commitment and as mutually agreed upon by the parties in writing.

Limitations on Scope. Notwithstanding the foregoing, our engagement does not extend to, and we will not be providing, any of the following: (i) tax advice, including analysis of the federal, state, or local income tax consequences of BFO's investment in Fund IV, the treatment of allocations and distributions under Subchapter K of the Internal Revenue Code, or the analysis of Schedule K-1 implications; (ii) investment advice or recommendations regarding the merits or risks of committing capital to Fund IV; (iii) business, financial, or operational due diligence on Fund IV, MPCA, or any of their affiliates, portfolio companies, or service providers; or (iv) representation of BFO in any dispute, litigation, arbitration, or regulatory proceeding. BFO should consult its own independent tax advisors, financial advisors, and other professionals with respect to such matters. Nothing in this Letter or in the performance of our services should be construed as investment advice or a recommendation to invest or not invest in Fund IV.

1.3 Client Identification

Our client in this engagement is Briarwood Family Office LLC (EIN: 27-4831956). We do not represent any individual member, manager, officer, director, or employee of BFO in his or her personal capacity, nor any affiliate, related entity, family trust, or family member of any principal of BFO, unless separately agreed upon in a writing signed by the Firm and such individual or entity. For the avoidance of doubt, our representation of BFO in this engagement does not create an attorney-client relationship between C&H and Julian R. Hargrove, Victoria L. Hargrove, or any other member or principal of BFO in their individual capacities.

2. Engagement Team and Staffing

The following attorneys have been assigned to this matter and will comprise the principal engagement team:

• Pamela Cross — Responsible Partner, Funds & Asset Management group. Ms. Cross will have overall responsibility for the engagement and will serve as the primary relationship partner. Ms. Cross has extensive experience representing institutional investors, family offices, and sovereign wealth funds in connection with commitments to private equity, venture capital, real estate, and credit funds, and has negotiated side letters involving aggregate commitments in excess of $20 billion. Ms. Cross will be available for strategic guidance, key negotiation calls, and final review of all material documents.

• Nicholas Stern — Billing Partner, Funds & Asset Management group. Mr. Stern will oversee billing and administrative matters related to this engagement and will provide supplemental partner-level review as needed. Mr. Stern will also be available to address questions relating to ERISA, regulatory compliance, and Delaware limited partnership law.

• Theresa Kim — Lead Associate, Funds & Asset Management group. Ms. Kim will serve as the primary day-to-day attorney responsible for drafting the initial Side Letter, conducting the detailed review and markup of the LPA, PPM, and subscription documents, negotiating directly with Ashford Crane & Hewitt LLP on outstanding issues, and coordinating all communications with opposing counsel. Ms. Kim will serve as BFO's primary point of contact for routine matters and status updates.

• Owen Fischer — Working Associate, Funds & Asset Management group. Mr. Fischer will assist with document review, legal research, drafting support, and preparation of internal memoranda and analysis as directed by the engagement team.

Additional attorneys, paralegals, or other legal staff may be assigned to the engagement from time to time as needed to ensure the efficient and timely completion of the work. We will provide advance notice to the Client of any material changes to the engagement team. Any changes to the composition of the team will be communicated promptly, and we will ensure continuity and quality of service throughout the engagement.

The Client's primary day-to-day contact at C&H for purposes of this engagement shall be Theresa Kim, who may be reached at (212) 555-8467 or tkim@calderwoodharkness.com. For matters requiring partner-level attention, BFO may contact Pamela Cross directly at (212) 555-8422 or pcross@calderwoodharkness.com.

3. Billing Rates and Fee Arrangements

3.1 Hourly Rates

Our services will be rendered on an hourly basis at the following 2024 standard rates for the attorneys assigned to this matter:

Time will be recorded in increments of one-tenth (0.1) of an hour. In the event that paralegals or other legal support personnel are assigned to the matter, their time will be billed at prevailing rates, which currently range from $350 to $475 per hour depending on seniority and specialization. The Client will be informed of the applicable rates for any additional personnel prior to the commencement of their work on this engagement.

These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year, with at least thirty (30) days' prior written notice to the Client. Any rate adjustments during the term of this engagement will apply prospectively only and will not affect fees for services rendered prior to the effective date of such adjustment. Given that this engagement is expected to conclude during 2024, we do not anticipate any rate adjustments during the pendency of this matter; however, should the engagement extend into 2025, we will provide the required notice of any rate changes applicable to the new year.

3.2 Soft Fee Cap

Based on the anticipated scope of work described in Section 1.2 above, and assuming a negotiation process of customary complexity for a commitment of this size and type, we estimate that our total professional fees for this engagement will not exceed One Hundred Seventy-Five Thousand Dollars ($175,000) (the "Fee Cap"). This Fee Cap is a good-faith estimate and is intended as a "soft cap" — meaning that we will use reasonable efforts to complete the engagement within this budget and will notify the Client promptly if we anticipate that fees may approach or exceed the Fee Cap.

To provide additional transparency, we anticipate the following approximate allocation of the Fee Cap across the principal workstreams:

• LPA/PPM review and analysis: approximately $30,000 – $40,000

• Side Letter drafting and negotiation: approximately $80,000 – $100,000

• Subscription document review: approximately $10,000 – $15,000

• Advisory services (Delaware law, ERISA, regulatory): approximately $10,000 – $15,000

• Coordination and project management: approximately $5,000 – $10,000

These estimates are indicative only and are subject to change depending on the complexity and duration of negotiations with the General Partner and its counsel.

The Fee Cap does not include disbursements and out-of-pocket expenses, which will be billed separately as described in Section 3.3 below.

The Fee Cap is based on the scope of services described in Section 1.2 herein. Any material expansion of scope (including, without limitation, involvement in disputes, regulatory inquiries, restructuring of the proposed commitment structure, negotiation of additional investment vehicles or parallel fund arrangements, or extended negotiation beyond what is reasonably expected for a transaction of this nature) may result in fees exceeding the Fee Cap. In such event, we will discuss the anticipated additional fees with the Client in advance and seek the Client's written approval before incurring fees in excess of the Fee Cap.

3.3 Disbursements and Expenses

In addition to professional fees, BFO will be responsible for reimbursement of reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. These may include, but are not limited to, the following:

• Document management, production, printing, and copying costs;

• Charges for legal research databases (e.g., Westmark Data Systems, Sundial Solutions);

• Messenger, courier, and delivery services;

• Travel expenses (if any, which will be incurred only with the prior approval of the Client);

• Filing fees and governmental charges;

• Long-distance telephone and videoconference charges;

• Overnight delivery and postage costs; and

• Similar charges directly attributable to the engagement.

Disbursements will be itemized on each invoice and will be billed at cost, without markup. We anticipate that disbursements for this engagement will be modest, likely not exceeding $2,500 in the aggregate.

4. Billing and Payment Terms

4.1 Invoicing. C&H will issue invoices on a monthly basis, with each invoice covering the services rendered and disbursements incurred during the preceding calendar month. In the event that the engagement is completed prior to the end of a calendar month, a final invoice will be issued promptly upon completion. Each invoice will include a reasonably detailed summary of the professional services rendered during the billing period, the name of each timekeeper who performed such services, the hours expended by each timekeeper, the applicable hourly rate for each timekeeper, the total fees for the period, and an itemized list of disbursements. Invoices will be transmitted electronically to the attention of Sandra M. Whitfield at swhitfield@briarwoodfo.com (or such other address as BFO may designate in writing), with a copy to BFO's Chief Financial Officer, Martin A. Greer, at mgreer@briarwoodfo.com.

4.2 Payment Terms

All invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Payments should be made by wire transfer to the account designated on each invoice or, alternatively, by check payable to "Calderwood & Harkness LLP" and mailed to our offices at the address set forth above. Wire transfer instructions will be provided on each invoice.

In the event that BFO has a good-faith dispute with respect to any portion of an invoice, BFO shall notify C&H in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth herein, and the parties shall work in good faith to resolve any billing dispute promptly.

C&H reserves the right to suspend the provision of services in the event of non-payment for a period exceeding sixty (60) days following the invoice date, upon reasonable written notice to the Client of not less than ten (10) business days. Such suspension shall be without prejudice to any other rights or remedies available to C&H and shall be subject to our ethical obligations under the New York Rules of Professional Conduct.

5. Conflicts of Interest

Prior to accepting this engagement, we conducted a comprehensive conflict of interest check in accordance with C&H's internal policies and procedures and the applicable provisions of the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on the information provided by BFO, our conflict check — which was initiated on January 19, 2024 and cleared on January 22, 2024 — did not identify any conflicts of interest that would preclude our representation of BFO in this matter.

The parties and entities searched in connection with our conflict check included, among others: Briarwood Family Office LLC; Julian R. Hargrove; Victoria L. Hargrove; the Hargrove Family Trust; Meridian Peak Capital Advisors LLC; Meridian Peak Capital Partners GP IV LLC; Meridian Peak Capital Partners Fund IV, L.P.; Meridian Peak Capital Partners Fund III, L.P.; Conrad J. Ellsworth (Managing Partner, MPCA); Priya Narayan (Chief Investment Officer, MPCA); Ashford Crane & Hewitt LLP; Pinnacle Capital Markets LLC; and Granite Ledger Fund Services LLC.

BFO acknowledges that C&H is a large, full-service law firm and that, during the course of this engagement, other attorneys in the Firm may represent other clients whose interests may be adverse to those of BFO in matters unrelated to this engagement. Nothing in this Letter shall preclude C&H from representing other clients in matters that are not substantially related to the subject matter of this engagement, provided that such representation does not involve the use of BFO's confidential information and does not create a conflict that cannot be waived under applicable professional responsibility rules.

If a conflict of interest arises during the course of this engagement, we will notify the Client promptly and, if appropriate, seek an informed written waiver of the conflict from the Client and/or the affected parties, or take such other steps as may be required by the New York Rules of Professional Conduct, including, if necessary, withdrawal from the engagement.

6. Confidentiality

All information provided by BFO to C&H in connection with this engagement, whether in oral, written, or electronic form, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. C&H will maintain appropriate safeguards to protect the confidentiality of BFO's information, including the use of secure communication channels, restricted-access electronic filing systems, and internal protocols designed to limit access to engagement-related materials to authorized personnel.

We will not disclose any confidential information received from BFO to third parties without the Client's prior written consent, except as may be required by law, court order, or applicable rules of professional conduct, or as may be necessary to defend C&H in any proceeding relating to the services provided hereunder.

BFO acknowledges that in the ordinary course of this engagement, C&H will communicate with Ashford Crane & Hewitt LLP (counsel to the General Partner and Fund IV) and potentially with representatives of Meridian Peak Capital Advisors LLC, Pinnacle Capital Markets LLC (in its capacity as placement agent), and Granite Ledger Fund Services LLC (in its capacity as fund administrator), and that such communications will be limited to matters necessary for the negotiation and documentation of the Side Letter and related transaction documents. BFO hereby authorizes such communications, and C&H will exercise professional judgment in determining what information to disclose in the course of such negotiations, consistent with BFO's instructions and the objectives of the engagement.

BFO further acknowledges that the existence and terms of the Side Letter may be subject to confidentiality restrictions under the LPA and the Side Letter itself, and that C&H's ability to reference the terms of the Side Letter in future matters may be limited by such restrictions.

7. Document Retention

Upon conclusion of this engagement, C&H will retain the Client's files and work product in accordance with our firm's document retention policy, a copy of which is available upon request. Unless otherwise instructed by BFO in writing, we will retain files related to this engagement for a period of seven (7) years following the closing of the matter, after which time files may be destroyed in the ordinary course without further notice to the Client.

"Files" for purposes of this Section include both physical and electronic documents, including correspondence, memoranda, drafts, research materials, and final executed documents. Notwithstanding the foregoing, C&H reserves the right to retain, at its sole discretion, copies of documents that are necessary for C&H's own records, quality control, or compliance with professional obligations, including conflict-checking records and administrative files.

The Client may request the return of original documents at any time during or after the engagement. C&H will comply with any such request within a reasonable period of time. The Client acknowledges that C&H may retain copies of returned documents for its records.

8. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. No specific reason need be stated for the termination.

In the event of termination by either party, BFO will be responsible for payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter.

C&H's obligation to provide legal services will cease upon the effective date of termination, subject to our ethical obligations under the New York Rules of Professional Conduct to take reasonable steps to protect the Client's interests upon withdrawal from representation, including providing reasonable notice, allowing time for the engagement of successor counsel, and returning Client materials upon request.

This engagement shall also be deemed terminated upon: (i) the completion of the services described in Section 1.2 above and the execution and delivery of the Side Letter and related subscription documents; (ii) BFO's decision not to proceed with the proposed commitment to Fund IV; (iii) the General Partner's decision not to accept BFO's proposed commitment; or (iv) the mutual written agreement of the parties to terminate the engagement. Upon any such termination, C&H will issue a final invoice for all outstanding fees and disbursements, and the provisions of this Letter relating to billing, payment, confidentiality, and document retention shall survive.

9. Governing Law and Dispute Resolution

This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.

Any dispute arising out of or relating to this engagement letter, the services provided hereunder, or the attorney-client relationship established hereby shall be resolved exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction and venue of such courts.

Nothing in this Section shall limit C&H's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its rights with respect to fees owed or confidential information.

10. Limitation of Engagement

This Letter confirms the engagement of C&H solely for the matter described herein — namely, the negotiation and documentation of a side letter in connection with BFO's proposed commitment to Fund IV. This Letter does not create an attorney-client relationship between C&H and BFO with respect to any other matter, transaction, fund commitment, or legal issue unless separately agreed in a writing signed by the Firm.

Our representation of BFO in this engagement does not constitute legal advice with respect to any investment decision, and BFO acknowledges that the decision to commit (or not commit) capital to Fund IV is a business decision to be made by BFO's investment committee and principals in their sole discretion, based on their own independent analysis, judgment, and due diligence. C&H shall have no responsibility or liability for BFO's investment decision, and nothing in our advice, analysis, or work product should be construed as a recommendation to invest or not invest in Fund IV.

BFO has informed us that its internal approval for the proposed commitment to Fund IV requires the affirmative vote of at least three (3) of the four (4) members of BFO's investment committee, with Julian R. Hargrove holding a veto right over any proposed commitment. C&H's engagement is independent of the outcome of that approval process, and the fees and disbursements incurred prior to any final investment decision by BFO shall remain the obligation of BFO regardless of whether the commitment is ultimately approved.

11. Miscellaneous

This engagement letter constitutes the entire agreement between C&H and BFO with respect to the matters addressed herein and supersedes any and all prior oral or written communications, understandings, or agreements regarding this engagement.

This Letter may not be amended, modified, or supplemented except by a written instrument signed by both parties. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.

If any provision of this Letter is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.

All notices and communications under this Letter shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by recognized overnight courier to the addresses set forth herein or to such other address as either party may designate in writing.

12. Acceptance and Execution

We are grateful for the opportunity to represent Briarwood Family Office LLC in this matter and look forward to working with you and your team. If the terms set forth in this Letter are acceptable, please indicate your agreement by signing in the space provided below and returning one fully executed copy to our offices. We kindly request that the countersigned copy be returned no later than February 7, 2024, so that we may commence work promptly.

Should you have any questions regarding this Letter or wish to discuss any of its terms, please do not hesitate to contact Pamela Cross at (212) 555-8422 or pcross@calderwoodharkness.com, or Theresa Kim at (212) 555-8467 or tkim@calderwoodharkness.com.

We look forward to a productive engagement.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Pamela Cross

Title: Partner, Funds & Asset Management

425 Lexington Avenue New York, NY 10017

ACKNOWLEDGED AND AGREED:

The undersigned hereby acknowledges receipt of this engagement letter, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by the terms of this Letter effective as of the date of countersignature below.

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Sandra M. Whitfield

Title: General Counsel

Date: ________

780 Park Avenue, Suite 3200 New York, NY 10021

Enclosures: None.

cc: Pamela Cross, Calderwood & Harkness LLP (via email) Nicholas Stern, Calderwood & Harkness LLP (via email) Theresa Kim, Calderwood & Harkness LLP (via email) Julian R. Hargrove, Briarwood Family Office LLC (via email, at the direction of General Counsel) Martin A. Greer, Briarwood Family Office LLC (via email, at the direction of General Counsel)

Attorney	Position	2024 Hourly Rate
Pamela Cross	Partner	$1,450
Nicholas Stern	Partner	$1,400
Theresa Kim	Senior Associate	$975
Owen Fischer	Associate	$725

CALDERWOOD & HARKNESS LLP Counselors at Law
425 Lexington Avenue New York, NY 10017
Telephone: (212) 555-8400 Facsimile: (212) 555-8401 www.calderwoodharkness.com
January 24, 2024
VIA EMAIL AND FEDERAL EXPRESS
Sandra M. Whitfield, Esq. General Counsel Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021
Re: Engagement of Calderwood & Harkness LLP — Side-Letter Negotiation in Connection with Proposed Limited Partnership Commitment to Meridian Peak Capital Partners Fund IV, L.P.
Matter No.: 1026-00001
Dear Ms. Whitfield:
We are delighted to have the opportunity to work with Briarwood Family Office LLC in connection with the matter described below. This engagement letter (this "Letter") sets forth the terms and conditions under which Calderwood & Harkness LLP will provide legal services to Briarwood Family Office LLC. We ask that you review this Letter carefully and, if the terms are acceptable, countersign where indicated below and return one fully executed copy to our offices. Your countersignature will confirm your agreement to the terms set forth herein.
1. Engagement and Scope of Representation
1.1 Description of the Engagement
Calderwood & Harkness LLP ("C&H," "we," "our," or the "Firm") is pleased to confirm our engagement by Briarwood Family Office LLC ("BFO" or the "Client"), a Delaware limited liability company, to serve as legal counsel in connection with the negotiation and documentation of a side letter (the "Side Letter") to the Amended and Restated Agreement of Limited Partnership dated December 20, 2023 (the "LPA") of Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership, in connection with a proposed capital commitment of Seventy-Five Million Dollars ($75,000,000) by BFO as a limited partner of Fund IV.
Fund IV is managed by Meridian Peak Capital Partners GP IV LLC (the "General Partner"), a Delaware limited liability company and the sole general partner of Fund IV. The General Partner is a wholly owned subsidiary of Meridian Peak Capital Advisors LLC ("MPCA"), a Delaware limited liability company registered as an investment adviser under the Investment Advisers Act of 1940, as amended, with its principal office located at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. We understand that the placement agent for Fund IV is Pinnacle Capital Markets LLC ("Pinnacle"), a FINRA-registered broker-dealer, and that the fund administrator is Granite Ledger Fund Services LLC ("Granite Ledger").
The General Partner and Fund IV are represented by Ashford Crane & Hewitt LLP, 1 Federal Street, Suite 3600, Boston, MA 02110 (attention: Margaret S. Alderman, Esq.), and we anticipate that the principal negotiations with respect to the Side Letter and subscription documentation will be conducted between our Firm and Ashford Crane & Hewitt LLP on behalf of our respective clients.
1.2 Scope of Services
The scope of our engagement includes the following services:
(a) Review and Analysis of Governing Documents. Review and analysis of the Fund IV LPA (dated December 20, 2023) and the Fund IV Private Placement Memorandum (dated December 15, 2023) (the "PPM"), including identification of key terms, risk factors, fee structures, governance provisions, withdrawal and redemption mechanics, and provisions that may be subject to negotiation, modification, or supplementation via side letter. This review will include an assessment of the rights and obligations of limited partners under the LPA and the identification of areas where BFO may seek enhanced protections, preferential terms, or clarifications through the Side Letter.
(b) Side Letter Negotiation and Documentation. Preparation and negotiation of the Side Letter between BFO, Fund IV, and the General Partner, addressing, among other things:
(i) most favored nation ("MFN") rights, including the scope and mechanics of MFN elections and any carve-outs or limitations thereon;
(ii) excuse and exclusion rights, including the right of BFO to be excused from particular investments on regulatory, legal, tax, or policy grounds;
(iii) management fee reductions or offsets, including any tiered fee arrangements applicable to BFO's commitment level;
(iv) co-investment rights, including rights of first offer or first refusal with respect to co-investment opportunities alongside Fund IV;
(v) enhanced reporting obligations, including the frequency, content, and format of financial, portfolio, and ESG-related reporting to BFO;
(vi) key person provisions, including the identification of key persons and the consequences of a key person event;
(vii) transfer rights, including any pre-approved transferees, rights of first refusal, or consent requirements applicable to transfers by BFO of its limited partnership interest;
(viii) confidentiality carve-outs, including permitted disclosures to BFO's affiliates, advisors, family members, and regulatory authorities;
(ix) tax reporting, including timely delivery of Schedule K-1s and other tax-related information, as well as any UBTI or ECI-related protections;
(x) placement agent fee disclosures and offsets; and
(xi) such other customary side letter provisions as BFO may reasonably request and the General Partner may agree to.
(c) Subscription Document Review. Review and markup of Fund IV subscription documents, including the subscription agreement and investor questionnaire, as necessary for BFO's potential admission as a limited partner of Fund IV.
(d) Negotiation with Counterparty Counsel. Correspondence and negotiation with Ashford Crane & Hewitt LLP, counsel to the General Partner and Fund IV, regarding the Side Letter and related transaction documents, including all communications necessary to resolve open issues and reach agreement on the final form of the Side Letter.
(e) Advisory Services. Advisory services related to the foregoing, including analysis of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101 et seq.) as applicable to the LPA and Side Letter, ERISA considerations (including an assessment of whether Fund IV constitutes a "plan asset" entity under 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA), and regulatory matters relevant to BFO's proposed commitment.
(f) Additional Services. Such other legal services as may be reasonably requested by BFO in connection with the proposed commitment and as mutually agreed upon by the parties in writing.
Limitations on Scope. Notwithstanding the foregoing, our engagement does not extend to, and we will not be providing, any of the following: (i) tax advice, including analysis of the federal, state, or local income tax consequences of BFO's investment in Fund IV, the treatment of allocations and distributions under Subchapter K of the Internal Revenue Code, or the analysis of Schedule K-1 implications; (ii) investment advice or recommendations regarding the merits or risks of committing capital to Fund IV; (iii) business, financial, or operational due diligence on Fund IV, MPCA, or any of their affiliates, portfolio companies, or service providers; or (iv) representation of BFO in any dispute, litigation, arbitration, or regulatory proceeding. BFO should consult its own independent tax advisors, financial advisors, and other professionals with respect to such matters. Nothing in this Letter or in the performance of our services should be construed as investment advice or a recommendation to invest or not invest in Fund IV.
1.3 Client Identification
Our client in this engagement is Briarwood Family Office LLC (EIN: 27-4831956). We do not represent any individual member, manager, officer, director, or employee of BFO in his or her personal capacity, nor any affiliate, related entity, family trust, or family member of any principal of BFO, unless separately agreed upon in a writing signed by the Firm and such individual or entity. For the avoidance of doubt, our representation of BFO in this engagement does not create an attorney-client relationship between C&H and Julian R. Hargrove, Victoria L. Hargrove, or any other member or principal of BFO in their individual capacities.
2. Engagement Team and Staffing
The following attorneys have been assigned to this matter and will comprise the principal engagement team:
•  Pamela Cross — Responsible Partner, Funds & Asset Management group. Ms. Cross will have overall responsibility for the engagement and will serve as the primary relationship partner. Ms. Cross has extensive experience representing institutional investors, family offices, and sovereign wealth funds in connection with commitments to private equity, venture capital, real estate, and credit funds, and has negotiated side letters involving aggregate commitments in excess of $20 billion. Ms. Cross will be available for strategic guidance, key negotiation calls, and final review of all material documents.
•  Nicholas Stern — Billing Partner, Funds & Asset Management group. Mr. Stern will oversee billing and administrative matters related to this engagement and will provide supplemental partner-level review as needed. Mr. Stern will also be available to address questions relating to ERISA, regulatory compliance, and Delaware limited partnership law.
•  Theresa Kim — Lead Associate, Funds & Asset Management group. Ms. Kim will serve as the primary day-to-day attorney responsible for drafting the initial Side Letter, conducting the detailed review and markup of the LPA, PPM, and subscription documents, negotiating directly with Ashford Crane & Hewitt LLP on outstanding issues, and coordinating all communications with opposing counsel. Ms. Kim will serve as BFO's primary point of contact for routine matters and status updates.
•  Owen Fischer — Working Associate, Funds & Asset Management group. Mr. Fischer will assist with document review, legal research, drafting support, and preparation of internal memoranda and analysis as directed by the engagement team.
Additional attorneys, paralegals, or other legal staff may be assigned to the engagement from time to time as needed to ensure the efficient and timely completion of the work. We will provide advance notice to the Client of any material changes to the engagement team. Any changes to the composition of the team will be communicated promptly, and we will ensure continuity and quality of service throughout the engagement.
The Client's primary day-to-day contact at C&H for purposes of this engagement shall be Theresa Kim, who may be reached at (212) 555-8467 or tkim@calderwoodharkness.com. For matters requiring partner-level attention, BFO may contact Pamela Cross directly at (212) 555-8422 or pcross@calderwoodharkness.com.
3. Billing Rates and Fee Arrangements
3.1 Hourly Rates
Our services will be rendered on an hourly basis at the following 2024 standard rates for the attorneys assigned to this matter:
Time will be recorded in increments of one-tenth (0.1) of an hour. In the event that paralegals or other legal support personnel are assigned to the matter, their time will be billed at prevailing rates, which currently range from $350 to $475 per hour depending on seniority and specialization. The Client will be informed of the applicable rates for any additional personnel prior to the commencement of their work on this engagement.
These rates are subject to periodic adjustment, typically on an annual basis effective January 1 of each calendar year, with at least thirty (30) days' prior written notice to the Client. Any rate adjustments during the term of this engagement will apply prospectively only and will not affect fees for services rendered prior to the effective date of such adjustment. Given that this engagement is expected to conclude during 2024, we do not anticipate any rate adjustments during the pendency of this matter; however, should the engagement extend into 2025, we will provide the required notice of any rate changes applicable to the new year.
3.2 Soft Fee Cap
Based on the anticipated scope of work described in Section 1.2 above, and assuming a negotiation process of customary complexity for a commitment of this size and type, we estimate that our total professional fees for this engagement will not exceed One Hundred Seventy-Five Thousand Dollars ($175,000) (the "Fee Cap"). This Fee Cap is a good-faith estimate and is intended as a "soft cap" — meaning that we will use reasonable efforts to complete the engagement within this budget and will notify the Client promptly if we anticipate that fees may approach or exceed the Fee Cap.
To provide additional transparency, we anticipate the following approximate allocation of the Fee Cap across the principal workstreams:
•  LPA/PPM review and analysis: approximately $30,000 – $40,000
•  Side Letter drafting and negotiation: approximately $80,000 – $100,000
•  Subscription document review: approximately $10,000 – $15,000
•  Advisory services (Delaware law, ERISA, regulatory): approximately $10,000 – $15,000
•  Coordination and project management: approximately $5,000 – $10,000
These estimates are indicative only and are subject to change depending on the complexity and duration of negotiations with the General Partner and its counsel.
The Fee Cap does not include disbursements and out-of-pocket expenses, which will be billed separately as described in Section 3.3 below.
The Fee Cap is based on the scope of services described in Section 1.2 herein. Any material expansion of scope (including, without limitation, involvement in disputes, regulatory inquiries, restructuring of the proposed commitment structure, negotiation of additional investment vehicles or parallel fund arrangements, or extended negotiation beyond what is reasonably expected for a transaction of this nature) may result in fees exceeding the Fee Cap. In such event, we will discuss the anticipated additional fees with the Client in advance and seek the Client's written approval before incurring fees in excess of the Fee Cap.
3.3 Disbursements and Expenses
In addition to professional fees, BFO will be responsible for reimbursement of reasonable out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. These may include, but are not limited to, the following:
•  Document management, production, printing, and copying costs;
•  Charges for legal research databases (e.g., Westmark Data Systems, Sundial Solutions);
•  Messenger, courier, and delivery services;
•  Travel expenses (if any, which will be incurred only with the prior approval of the Client);
•  Filing fees and governmental charges;
•  Long-distance telephone and videoconference charges;
•  Overnight delivery and postage costs; and
•  Similar charges directly attributable to the engagement.
Disbursements will be itemized on each invoice and will be billed at cost, without markup. We anticipate that disbursements for this engagement will be modest, likely not exceeding $2,500 in the aggregate.
4. Billing and Payment Terms
4.1 Invoicing.  C&H will issue invoices on a monthly basis, with each invoice covering the services rendered and disbursements incurred during the preceding calendar month. In the event that the engagement is completed prior to the end of a calendar month, a final invoice will be issued promptly upon completion. Each invoice will include a reasonably detailed summary of the professional services rendered during the billing period, the name of each timekeeper who performed such services, the hours expended by each timekeeper, the applicable hourly rate for each timekeeper, the total fees for the period, and an itemized list of disbursements. Invoices will be transmitted electronically to the attention of Sandra M. Whitfield at swhitfield@briarwoodfo.com (or such other address as BFO may designate in writing), with a copy to BFO's Chief Financial Officer, Martin A. Greer, at mgreer@briarwoodfo.com.
4.2 Payment Terms
All invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Payments should be made by wire transfer to the account designated on each invoice or, alternatively, by check payable to "Calderwood & Harkness LLP" and mailed to our offices at the address set forth above. Wire transfer instructions will be provided on each invoice.
In the event that BFO has a good-faith dispute with respect to any portion of an invoice, BFO shall notify C&H in writing within fifteen (15) days of receipt of the invoice, specifying the nature of the dispute. The undisputed portion of any invoice shall remain due and payable in accordance with the terms set forth herein, and the parties shall work in good faith to resolve any billing dispute promptly.
C&H reserves the right to suspend the provision of services in the event of non-payment for a period exceeding sixty (60) days following the invoice date, upon reasonable written notice to the Client of not less than ten (10) business days. Such suspension shall be without prejudice to any other rights or remedies available to C&H and shall be subject to our ethical obligations under the New York Rules of Professional Conduct.
5. Conflicts of Interest
Prior to accepting this engagement, we conducted a comprehensive conflict of interest check in accordance with C&H's internal policies and procedures and the applicable provisions of the New York Rules of Professional Conduct (22 N.Y.C.R.R. Part 1200). Based on the information provided by BFO, our conflict check — which was initiated on January 19, 2024 and cleared on January 22, 2024 — did not identify any conflicts of interest that would preclude our representation of BFO in this matter.
The parties and entities searched in connection with our conflict check included, among others: Briarwood Family Office LLC; Julian R. Hargrove; Victoria L. Hargrove; the Hargrove Family Trust; Meridian Peak Capital Advisors LLC; Meridian Peak Capital Partners GP IV LLC; Meridian Peak Capital Partners Fund IV, L.P.; Meridian Peak Capital Partners Fund III, L.P.; Conrad J. Ellsworth (Managing Partner, MPCA); Priya Narayan (Chief Investment Officer, MPCA); Ashford Crane & Hewitt LLP; Pinnacle Capital Markets LLC; and Granite Ledger Fund Services LLC.
BFO acknowledges that C&H is a large, full-service law firm and that, during the course of this engagement, other attorneys in the Firm may represent other clients whose interests may be adverse to those of BFO in matters unrelated to this engagement. Nothing in this Letter shall preclude C&H from representing other clients in matters that are not substantially related to the subject matter of this engagement, provided that such representation does not involve the use of BFO's confidential information and does not create a conflict that cannot be waived under applicable professional responsibility rules.
If a conflict of interest arises during the course of this engagement, we will notify the Client promptly and, if appropriate, seek an informed written waiver of the conflict from the Client and/or the affected parties, or take such other steps as may be required by the New York Rules of Professional Conduct, including, if necessary, withdrawal from the engagement.
6. Confidentiality
All information provided by BFO to C&H in connection with this engagement, whether in oral, written, or electronic form, will be treated as confidential and will be protected by the attorney-client privilege and/or the work product doctrine, to the fullest extent permitted by applicable law. C&H will maintain appropriate safeguards to protect the confidentiality of BFO's information, including the use of secure communication channels, restricted-access electronic filing systems, and internal protocols designed to limit access to engagement-related materials to authorized personnel.
We will not disclose any confidential information received from BFO to third parties without the Client's prior written consent, except as may be required by law, court order, or applicable rules of professional conduct, or as may be necessary to defend C&H in any proceeding relating to the services provided hereunder.
BFO acknowledges that in the ordinary course of this engagement, C&H will communicate with Ashford Crane & Hewitt LLP (counsel to the General Partner and Fund IV) and potentially with representatives of Meridian Peak Capital Advisors LLC, Pinnacle Capital Markets LLC (in its capacity as placement agent), and Granite Ledger Fund Services LLC (in its capacity as fund administrator), and that such communications will be limited to matters necessary for the negotiation and documentation of the Side Letter and related transaction documents. BFO hereby authorizes such communications, and C&H will exercise professional judgment in determining what information to disclose in the course of such negotiations, consistent with BFO's instructions and the objectives of the engagement.
BFO further acknowledges that the existence and terms of the Side Letter may be subject to confidentiality restrictions under the LPA and the Side Letter itself, and that C&H's ability to reference the terms of the Side Letter in future matters may be limited by such restrictions.
7. Document Retention
Upon conclusion of this engagement, C&H will retain the Client's files and work product in accordance with our firm's document retention policy, a copy of which is available upon request. Unless otherwise instructed by BFO in writing, we will retain files related to this engagement for a period of seven (7) years following the closing of the matter, after which time files may be destroyed in the ordinary course without further notice to the Client.
"Files" for purposes of this Section include both physical and electronic documents, including correspondence, memoranda, drafts, research materials, and final executed documents. Notwithstanding the foregoing, C&H reserves the right to retain, at its sole discretion, copies of documents that are necessary for C&H's own records, quality control, or compliance with professional obligations, including conflict-checking records and administrative files.
The Client may request the return of original documents at any time during or after the engagement. C&H will comply with any such request within a reasonable period of time. The Client acknowledges that C&H may retain copies of returned documents for its records.
8. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. No specific reason need be stated for the termination.
In the event of termination by either party, BFO will be responsible for payment of all professional fees and disbursements incurred through the effective date of termination, in accordance with the billing and payment terms set forth in this Letter.
C&H's obligation to provide legal services will cease upon the effective date of termination, subject to our ethical obligations under the New York Rules of Professional Conduct to take reasonable steps to protect the Client's interests upon withdrawal from representation, including providing reasonable notice, allowing time for the engagement of successor counsel, and returning Client materials upon request.
This engagement shall also be deemed terminated upon: (i) the completion of the services described in Section 1.2 above and the execution and delivery of the Side Letter and related subscription documents; (ii) BFO's decision not to proceed with the proposed commitment to Fund IV; (iii) the General Partner's decision not to accept BFO's proposed commitment; or (iv) the mutual written agreement of the parties to terminate the engagement. Upon any such termination, C&H will issue a final invoice for all outstanding fees and disbursements, and the provisions of this Letter relating to billing, payment, confidentiality, and document retention shall survive.
9. Governing Law and Dispute Resolution
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles.
Any dispute arising out of or relating to this engagement letter, the services provided hereunder, or the attorney-client relationship established hereby shall be resolved exclusively in the courts of the State of New York, County of New York, or the United States District Court for the Southern District of New York, and each party hereby consents to the personal jurisdiction and venue of such courts.
Nothing in this Section shall limit C&H's right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its rights with respect to fees owed or confidential information.
10. Limitation of Engagement
This Letter confirms the engagement of C&H solely for the matter described herein — namely, the negotiation and documentation of a side letter in connection with BFO's proposed commitment to Fund IV. This Letter does not create an attorney-client relationship between C&H and BFO with respect to any other matter, transaction, fund commitment, or legal issue unless separately agreed in a writing signed by the Firm.
Our representation of BFO in this engagement does not constitute legal advice with respect to any investment decision, and BFO acknowledges that the decision to commit (or not commit) capital to Fund IV is a business decision to be made by BFO's investment committee and principals in their sole discretion, based on their own independent analysis, judgment, and due diligence. C&H shall have no responsibility or liability for BFO's investment decision, and nothing in our advice, analysis, or work product should be construed as a recommendation to invest or not invest in Fund IV.
BFO has informed us that its internal approval for the proposed commitment to Fund IV requires the affirmative vote of at least three (3) of the four (4) members of BFO's investment committee, with Julian R. Hargrove holding a veto right over any proposed commitment. C&H's engagement is independent of the outcome of that approval process, and the fees and disbursements incurred prior to any final investment decision by BFO shall remain the obligation of BFO regardless of whether the commitment is ultimately approved.
11. Miscellaneous
This engagement letter constitutes the entire agreement between C&H and BFO with respect to the matters addressed herein and supersedes any and all prior oral or written communications, understandings, or agreements regarding this engagement.
This Letter may not be amended, modified, or supplemented except by a written instrument signed by both parties. No waiver of any provision of this Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.
If any provision of this Letter is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.
This Letter may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile, PDF, or other electronic means shall be deemed original signatures for all purposes.
All notices and communications under this Letter shall be in writing and shall be deemed given when delivered personally, sent by email (with confirmation of receipt), or sent by recognized overnight courier to the addresses set forth herein or to such other address as either party may designate in writing.
12. Acceptance and Execution
We are grateful for the opportunity to represent Briarwood Family Office LLC in this matter and look forward to working with you and your team. If the terms set forth in this Letter are acceptable, please indicate your agreement by signing in the space provided below and returning one fully executed copy to our offices. We kindly request that the countersigned copy be returned no later than February 7, 2024, so that we may commence work promptly.
Should you have any questions regarding this Letter or wish to discuss any of its terms, please do not hesitate to contact Pamela Cross at (212) 555-8422 or pcross@calderwoodharkness.com, or Theresa Kim at (212) 555-8467 or tkim@calderwoodharkness.com.
We look forward to a productive engagement.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Pamela Cross
Title: Partner, Funds & Asset Management
425 Lexington Avenue New York, NY 10017
ACKNOWLEDGED AND AGREED:
The undersigned hereby acknowledges receipt of this engagement letter, confirms that the terms and conditions set forth herein are acceptable, and agrees to be bound by the terms of this Letter effective as of the date of countersignature below.
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Sandra M. Whitfield
Title: General Counsel
Date: ________
780 Park Avenue, Suite 3200 New York, NY 10021
Enclosures: None.
cc: Pamela Cross, Calderwood & Harkness LLP (via email) Nicholas Stern, Calderwood & Harkness LLP (via email) Theresa Kim, Calderwood & Harkness LLP (via email) Julian R. Hargrove, Briarwood Family Office LLC (via email, at the direction of General Counsel) Martin A. Greer, Briarwood Family Office LLC (via email, at the direction of General Counsel)
Attorney | Position | 2024 Hourly Rate
Pamela Cross | Partner | $1,450
Nicholas Stern | Partner | $1,400
Theresa Kim | Senior Associate | $975
Owen Fischer | Associate | $725

CALDERWOOD & HARKNESS LLP Counselors at Law

VIA EMAIL AND FEDERAL EXPRESS

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

BRIARWOOD FAMILY OFFICE LLC

Record

Parties

Dates

Amounts