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

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Nicholas Stern, Partner, Funds & Asset Management, Calderwood & Harkness LLP

FROM: Pamela Cross, Partner, Funds & Asset Management, Calderwood & Harkness LLP

DATE: January 23, 2024

RE: Staffing & Budget — Briarwood Family Office LLC / Meridian Peak Capital Partners Fund IV, L.P. Side-Letter Negotiation

MATTER NO.: 1026-00001

I. Matter Overview

Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Briarwood Family Office LLC ("BFO"), a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, NY 10021, to advise on the negotiation of a side letter in connection with BFO's proposed seventy-five million dollar ($75,000,000) limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership. This memorandum sets forth the proposed staffing plan, scope of engagement, estimated budget, and related administrative details for your review and approval prior to the execution of the engagement letter, which is anticipated for January 24, 2024.

Fund IV is managed by Meridian Peak Capital Advisors LLC ("MPCA"), a mid-market private equity firm focused on value-add and opportunistic real estate, real estate operating companies, and asset-management platform acquisitions. MPCA is headquartered at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. MPCA has raised three prior funds — Fund I (2014 vintage, approximately $450 million), Fund II (2017 vintage, approximately $850 million), and Fund III (2020 vintage, approximately $1.9 billion) — aggregating approximately $3.2 billion in total commitments. The Meridian Peak platform has demonstrated consistent fundraising growth and has established a track record in the institutional real estate private equity space.

Fund IV has a target fund size of $1,500,000,000 and a hard cap of $1,750,000,000. BFO's proposed commitment of $75,000,000 represents approximately 5.0% of the target fund size and, if the hard cap is reached, approximately 4.3% of total fund commitments. The proposed commitment represents approximately 4.17% of BFO's approximately $1.8 billion in assets under management as of December 31, 2023, which is within BFO's typical allocation range for individual fund commitments.

The general partner of Fund IV is Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company and wholly-owned subsidiary of MPCA. The general partner's outside legal counsel is Ashford Crane & Hewitt LLP, located at 1 Federal Street, Suite 3600, Boston, MA 02110. The lead partner on the Fund IV engagement at Ashford Crane is Harrison K. Drummond, with Elaine C. Woodbury serving as the primary working associate. Both Drummond and Woodbury are experienced fund-side practitioners, and we anticipate a professional but substantive negotiation process. Fund IV's placement agent is Pinnacle Capital Markets LLC, a Delaware limited liability company and registered broker-dealer. The primary contact at Pinnacle is Roland S. Abernathy, Managing Director, who has been the point of contact for BFO's investment process to date.

Our conflict check was cleared on January 22, 2024, and the engagement letter is expected to be executed on January 24, 2024, following your approval of the terms set forth herein.

BFO's primary contacts for the engagement are Sandra M. Whitfield, General Counsel, and Derek T. Calloway, Director of External Investments. Ms. Whitfield will serve as the day-to-day legal contact and the billing contact for invoicing purposes. Mr. Calloway manages BFO's relationship with MPCA and will be involved in substantive discussions concerning side-letter negotiation strategy and investment terms. Julian R. Hargrove is BFO's Managing Director and Chief Investment Officer and heads the investment committee. BFO requires investment committee approval — specifically, a favorable vote of three of four members — before any final commitment can be made. Notably, Mr. Hargrove holds a veto right on the investment committee, meaning his affirmative vote is a necessary condition for approval of the Fund IV commitment.

As background, BFO is a single-family office established in 2007, managing the Hargrove family's wealth, which was derived primarily from commercial real estate development. BFO typically allocates 15–20% of its total AUM to third-party managed funds, with the balance allocated to direct investments, co-investments, fixed income, and liquid alternatives. BFO's familiarity with commercial real estate and its established investment process in the sector make the Fund IV commitment a natural fit within BFO's overall portfolio allocation strategy. We note that BFO has previously invested in two MPCA predecessor funds (Fund II and Fund III), though the firm did not negotiate side letters in either instance. The current engagement reflects BFO's desire to formalize enhanced terms commensurate with the increased commitment size and BFO's growing sophistication as an institutional investor.

II. Scope of Engagement

The scope of our engagement encompasses four principal work streams, each of which is described in detail below. The engagement is structured to provide BFO with comprehensive legal support from initial document review through, if the investment committee approves the commitment, execution and closing. The four work streams are: (A) LPA and PPM review and analysis; (B) side-letter drafting and negotiation; (C) subscription document review; and (D) closing deliverables and coordination.

A. LPA / PPM Review and Analysis

The first work stream involves a thorough review and analysis of the Fund IV Limited Partnership Agreement (dated December 20, 2023) (the "LPA") and the Fund IV Private Placement Memorandum (dated December 15, 2023) (the "PPM"), including all schedules, exhibits, and ancillary documents provided by MPCA or its counsel. Our review will focus on the identification of key economic terms, governance provisions, investor rights and remedies, indemnification and exculpation provisions, reporting obligations, and areas that are customarily addressed through side-letter negotiation for commitments of this magnitude.

We will prepare two principal deliverables under this work stream:

1. LPA Review Memorandum. A detailed memorandum summarizing the material terms of the LPA, including management fees, carried interest, preferred return, distribution waterfall mechanics, clawback provisions, investment period and term, key person provisions, no-fault removal and termination rights, LPAC composition and authority, excuse and exclusion rights, transfer restrictions, reporting obligations, and amendment and modification procedures. The memorandum will identify provisions that deviate from market norms and flag areas warranting side-letter negotiation.

2. PPM Risk Assessment Memorandum. A memorandum summarizing the material risk factors, investment strategy, target return profiles, track record data, conflict of interest disclosures, fee and expense allocations, and regulatory considerations disclosed in the PPM. This memorandum will assist BFO's investment committee in evaluating the investment from a legal and risk perspective.

In addition, we will prepare a fee and economics analysis comparing the standard Fund IV terms against BFO's target negotiated terms and prevailing market benchmarks. The standard Fund IV terms include a management fee of 1.75% per annum on committed capital during the four-year investment period, stepping down to 1.50% per annum on invested capital following the expiration of the investment period; carried interest of 20% over an 8% preferred return, calculated on a whole-fund, European-style waterfall basis; and standard GP clawback provisions. We will benchmark these terms against current market data for mid-market real estate private equity funds and identify where BFO's proposed negotiated terms fall relative to market norms for investors at the $50–$100 million commitment level.

We note that Fund IV filed a Form D with the U.S. Securities and Exchange Commission on January 2, 2024, and the offering is being conducted in reliance on exemptions from registration under Regulation D of the Securities Act of 1933, as amended. The LPA is governed by Delaware law, and all side-letter provisions will be governed by Delaware law, consistent with the governing law provisions of the LPA.

B. Side-Letter Drafting and Negotiation

The second and most substantive work stream involves the drafting and negotiation of a side letter with Ashford Crane & Hewitt LLP on behalf of BFO. Based on our preliminary discussions with Ms. Whitfield and Mr. Calloway, and consistent with BFO's investment objectives and institutional requirements, we anticipate the side letter will address the following provisions:

Most Favored Nation (MFN) Rights. BFO will seek MFN rights applicable to all limited partners committing $50 million or more to Fund IV, with customary carve-outs for anchor investors committing $200 million or more, regulatory accommodations, and GP affiliates. The MFN provision should include a 20 business day election period following receipt of disclosure of side-letter terms granted to other investors. We anticipate that the scope and carve-outs of the MFN provision will be an area of negotiation with MPCA's counsel.

Excuse/Exclusion Rights. BFO will seek the right to be excused from, or to exclude its capital from, investments in the following categories: (i) cannabis-related assets or businesses; (ii) gaming or casino properties; (iii) assets or entities located in or substantially connected to jurisdictions subject to comprehensive U.S. sanctions; and (iv) investments that would cause BFO's interest in Fund IV to constitute "plan assets" under ERISA. BFO will seek a 15 business day election window following receipt of notice of an applicable investment from the general partner. We expect that the GP may seek to impose a cap on the aggregate amount of capital that may be excused, and we will negotiate this cap in light of BFO's investment parameters.

Management Fee Reduction. BFO will seek a reduction in the management fee from 1.75% to 1.50% per annum on committed capital during the four-year investment period, and from 1.50% to 1.25% per annum on invested capital following the expiration of the investment period. Based on BFO's $75 million commitment, the reduced rate during the investment period would yield annual savings of approximately $187,500 (i.e., a 25 basis point reduction on $75 million), resulting in cumulative savings of approximately $750,000 over the four-year investment period. Post-investment period savings will depend on the amount of invested capital at any given time.

Placement Agent Fee Offset. BFO will seek a 100% offset of any placement agent fees paid by or on behalf of MPCA to Pinnacle Capital Markets LLC in connection with BFO's commitment. Pinnacle's standard placement fee is 1.0% of committed capital, which, on BFO's $75 million commitment, equals $750,000. BFO's position is that this fee should be offset in full against management fees payable by BFO.

Co-Investment Rights. BFO will seek a co-investment right on Fund IV investments exceeding $100 million in total equity, with co-investment allocations at no additional management fee and no carried interest, up to BFO's pro rata share of the applicable investment. Co-investment terms will be subject to separate co-investment documentation, but the side letter should establish the framework and BFO's priority in the co-investment allocation process.

Enhanced Reporting. BFO will seek enhanced reporting obligations, including: (i) quarterly portfolio reports delivered within 45 days of the end of each fiscal quarter; (ii) audited annual financial statements delivered within 90 days of fiscal year-end; and (iii) annual ESG (environmental, social, and governance) reporting in a format consistent with BFO's internal ESG reporting framework. These enhanced timelines are more aggressive than the standard LPA reporting deadlines.

Key Person Enhancement. BFO will seek an enhanced key person provision under which the departure of either Conrad J. Ellsworth (MPCA's founder and Managing Partner) or Priya Narayan (MPCA's Partner and Head of Investments) would trigger an automatic suspension of the investment period, with BFO retaining the right to elect to (a) consent to the continuation of the investment period upon replacement of the departed key person, (b) reduce its unfunded commitment, or (c) withdraw from the fund entirely, in each case subject to reasonable conditions. The standard LPA key person provision names only Mr. Ellsworth, and the addition of Ms. Narayan is expected to be a point of negotiation.

Transfer Rights. BFO will seek the right to transfer all or a portion of its limited partnership interest to any Hargrove family entity (including trusts, estates, and other family-controlled vehicles) without the prior written consent of the general partner, subject to customary conditions (including compliance with securities laws and the transferee's execution of a transfer agreement).

Confidentiality Carve-Outs. BFO will seek carve-outs from the confidentiality provisions of the LPA to permit disclosure of fund information and side-letter terms to BFO's legal advisors (including C&H), tax advisors, auditors, family members of the Hargrove family, and applicable regulatory authorities, in each case subject to customary undertakings of confidentiality.

Accelerated K-1 Delivery. BFO will seek accelerated delivery of Schedule K-1 tax reporting documents within 75 days following the end of each fiscal year, as compared to the 120-day standard provided in the LPA. This accelerated timeline is important to BFO's annual tax compliance and planning processes.

We anticipate multiple rounds of negotiation and markup with Ashford Crane & Hewitt LLP. Based on our experience with similar engagements and our familiarity with Ashford Crane's negotiation style, we expect the negotiation to proceed in three principal phases: (i) a term sheet phase, during which C&H will prepare and submit to Ashford Crane a summary term sheet outlining BFO's requested side-letter provisions; (ii) a full draft side-letter phase, during which C&H will prepare and circulate an initial draft of the side letter, followed by one to three rounds of counterparty markup and negotiation; and (iii) a finalization phase, during which outstanding points are resolved, typically through conference calls and targeted email exchanges. We also anticipate possible conference calls involving Pamela Cross, Theresa Kim, and their counterparts at Ashford Crane (Drummond and Woodbury), as well as internal strategy calls with Ms. Whitfield and Mr. Calloway at BFO.

All side-letter provisions will be governed by Delaware law, consistent with the governing law provisions of the LPA.

C. Subscription Document Review

The third work stream involves the review, mark-up, and completion of Fund IV's standard form subscription agreement on behalf of BFO. We will review the subscription agreement to ensure that all representations, warranties, and covenants are appropriate for BFO as a single-family office investor. Key representations will include BFO's status as a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, its representation that it is not subject to, and BFO's commitment will not constitute "plan assets" subject to, the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and its representation regarding the source of funds for the commitment.

We will prepare or review the investor questionnaire with BFO-specific entity information, including BFO's employer identification number (EIN: 27-4831956) and related AML/KYC (anti-money laundering and know-your-customer) disclosures. We will coordinate with Ms. Whitfield to ensure that all required information is accurately reflected in the subscription documents.

In addition, we will cross-reference the subscription documents with the side-letter terms to confirm consistency and to ensure that any representations or conditions in the subscription agreement are not in conflict with the negotiated side-letter provisions.

D. Closing Deliverables and Coordination

The fourth work stream involves the coordination of execution and delivery of the subscription agreement, side letter, and any related closing documents, contingent upon BFO's investment committee approval of the commitment. Fund IV's anticipated first close is April 30, 2024, and the final close deadline is October 31, 2024. We will work with BFO and Ashford Crane to ensure that all closing deliverables are in order in advance of the first close, if BFO elects to participate in that closing.

We note that closing deliverables are contingent on BFO investment committee approval and may not be required if the investment committee declines the commitment. In that event, the engagement would conclude following the completion of the LPA/PPM review and any preliminary side-letter negotiation work undertaken prior to the committee's determination. The budget estimates set forth in Section IV below reflect this contingency.

III. Proposed Staffing

The proposed staffing for this engagement is set forth below. The staffing plan is designed to provide BFO with senior partner oversight on strategic and client-facing matters, experienced associate-level day-to-day management and drafting capability, and efficient junior associate support for document review, research, and working paper preparation. The allocation of hours reflects a leverage model appropriate for a single-investor side-letter negotiation on a well-understood fund structure.

A. Pamela Cross — Responsible Partner

Pamela Cross will serve as the responsible partner on this matter. Her role will encompass overall matter supervision, client relationship management, and strategic direction on key negotiation points. Ms. Cross will participate in conference calls with BFO principals (including Ms. Whitfield, Mr. Calloway, and, if necessary, Mr. Hargrove) and counterparty counsel at Ashford Crane & Hewitt LLP. She will review and approve all outgoing drafts and memoranda prior to circulation. Ms. Cross brings over eighteen years of experience in fund formation and investor-side representation and has previously negotiated side letters with Ashford Crane on two prior fund mandates.

• Billing Rate: $1,450 per hour (2024 standard rate)

• Estimated Hours: 15–25 hours

• Midpoint Estimate: approximately 20 hours

Ms. Cross's hours will be concentrated in the early phase of the engagement (LPA review and negotiation strategy) and during key negotiation calls and final sign-off on the side letter and closing deliverables.

B. Nicholas Stern — Billing Partner

Nicholas Stern will serve as the billing partner on this matter. His role will include billing oversight, periodic matter review to ensure the engagement is proceeding within scope and budget, fee arrangement discussions with the client, and monitoring of actual fees and disbursements against the soft fee cap. Mr. Stern's involvement in the substantive work of the engagement will be limited, consistent with his administrative role.

• Billing Rate: $1,400 per hour (2024 standard rate)

• Estimated Hours: 3–6 hours

• Midpoint Estimate: approximately 4 hours

We request Mr. Stern's approval of the rate sheet and soft cap terms set forth herein prior to execution of the engagement letter on January 24, 2024.

C. Theresa Kim — Lead Associate

Theresa Kim will serve as the lead associate and will be responsible for the day-to-day management of the engagement. Ms. Kim is a seventh-year associate in the Funds & Asset Management group and has worked on over thirty fund-side and investor-side transactions during her tenure at C&H, including five side-letter negotiations in the past twelve months. Her responsibilities on this matter will include:

• Primary drafter of all memoranda, side-letter drafts, and term sheets;

• First-line interface with Ashford Crane & Hewitt LLP (Harrison Drummond and Elaine Woodbury);

• Detailed review and analysis of the Fund IV LPA and PPM;

• Preparation of negotiation strategy materials and internal recommendations for BFO;

• Management of the negotiation timeline and coordination of internal and external calls; and

• Review and supervision of Owen Fischer's work product.

• Billing Rate: $975 per hour (2024 standard rate)

• Estimated Hours: 50–75 hours

• Midpoint Estimate: approximately 60 hours

Ms. Kim's hours represent the largest single allocation on the matter, reflecting her central role in document preparation and negotiation.

D. Owen Fischer — Working Associate

Owen Fischer will serve as the supporting associate on this matter. Mr. Fischer is a fourth-year associate in the Funds & Asset Management group and has worked on a range of fund formation and investor-side matters, including LPA review and subscription document preparation. His responsibilities on this matter will include:

• Initial document review and analysis of the LPA, PPM, and subscription documents;

• Preparation of comparison matrices and internal working papers, including an MFN provision comparison across Fund I–IV side letters (to the extent available) and market benchmarks;

• Draft subscription agreement markup and investor questionnaire preparation;

• Research on Delaware law issues, including enforceability of side-letter provisions under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), excuse right mechanics, and MFN precedent;

• Redline preparation and comparison of successive drafts; and

• General support to Ms. Kim as needed throughout the engagement.

• Billing Rate: $725 per hour (2024 standard rate)

• Estimated Hours: 40–65 hours

• Midpoint Estimate: approximately 50 hours

Mr. Fischer's hours reflect the document-intensive nature of the initial review phase and the research component of the engagement.

IV. Budget Estimate

A. Fee Projections

The following table presents estimated professional fees under three scenarios — low, midpoint, and high — based on the staffing plan and estimated hours set forth in Section III above.

The low scenario assumes a relatively smooth negotiation with limited GP pushback, minimal conference call participation by the responsible partner, and no closing deliverables (i.e., the investment committee declines the commitment or defers to a subsequent closing). The midpoint scenario assumes a moderate level of negotiation complexity, three to four full side-letter drafts, two to three conference calls involving partner participation, and standard closing deliverables. The high scenario assumes a contested negotiation on multiple provisions (particularly excuse cap, MFN scope, and key person terms), five or more full drafts, four or more conference calls, and full closing deliverables.

B. Disbursements. Estimated disbursements include charges for document management and production, Westmark Data Systems and legal research database usage, courier and filing fees, and incidental expenses. Based on our experience with comparable engagements, we estimate disbursements of approximately $1,000 to $1,500.

• Midpoint estimate for disbursements: approximately $1,200.

Disbursements will be billed at cost, without markup, consistent with C&H's standard billing practices.

C. Total Projected Cost

The total projected cost of the engagement (professional fees plus disbursements) under each scenario is as follows:

• Low scenario: approximately $104,700

• Midpoint scenario: approximately $130,550

• High scenario: approximately $166,400

D. Soft Fee Cap

The engagement letter, which is anticipated to be executed on January 24, 2024, will include a soft fee cap of $175,000 for all professional fees and disbursements incurred in connection with this matter. Under all three scenarios set forth above, total projected costs fall within the soft cap.

The high scenario of approximately $166,400 leaves approximately $8,600 of headroom under the $175,000 cap. This margin is sufficient to absorb minor overruns but would not accommodate a significant expansion of scope. If the engagement extends to a contested negotiation with extensive redrafting across multiple provisions, or if closing deliverables require significant additional work beyond what is anticipated, fees may approach but should not exceed the cap absent prior discussion with and approval by the client. In the event that we anticipate fees may exceed the soft cap, we will promptly notify Ms. Whitfield and Mr. Calloway at BFO and seek their written authorization before incurring additional fees.

We note that a soft cap, rather than a hard cap, provides the appropriate flexibility for this type of negotiation engagement, where the ultimate scope of work is influenced by variables outside C&H's control, including the extent of GP pushback and the pace of BFO's internal investment committee process.

E. Payment Terms

Invoices are due and payable net 30 days from the date of invoice, consistent with C&H's standard billing terms and the terms set forth in the engagement letter. Monthly invoicing will commence upon execution of the engagement letter and continuation of work.

V. Key Assumptions and Variables

The budget estimates set forth in Section IV are based on the following key assumptions and variables. Deviations from these assumptions may cause actual fees to fall above or below the estimated range.

Number of Side-Letter Drafts. The budget assumes three to four full drafts of the side letter, plus one to two iterations of the preliminary term sheet. Each additional full draft beyond the assumed range would add approximately 8–12 associate hours and 2–3 partner review hours, pushing fees toward the high end of the range or, in extreme cases, toward the soft cap. Our experience with Ashford Crane & Hewitt LLP suggests that three to four drafts is a reasonable assumption for a side letter of this complexity.

Conference Calls. The budget assumes two to four conference calls involving C&H and counterparty counsel (Ashford Crane & Hewitt LLP), plus internal strategy calls with BFO. Participation of Pamela Cross on principal-level calls with Harrison Drummond and/or BFO's senior team is the primary driver of partner hours in the midpoint and high scenarios. If the negotiation can be conducted primarily through written markup exchanges with limited call participation, partner hours will trend toward the low end of the range.

Investment Committee Timing. BFO requires investment committee approval, with a favorable vote of three of four members and Julian Hargrove's veto right. If the investment committee review process introduces delays — for example, if the committee requests supplemental legal analysis, a revised fee comparison, or additional research on specific side-letter provisions — associate hours could increase. Conversely, if the investment committee declines the commitment at an early stage, the engagement will conclude without the need for closing deliverables, and actual fees will fall at or below the low scenario.

Closing Deliverables. The budget includes a modest allocation for subscription agreement review, investor questionnaire preparation, and closing coordination. If BFO's investment committee declines the commitment, this work will not be required, and actual fees will trend toward the low or midpoint scenario. If the closing process proves more complex than anticipated (e.g., due to multiple closings, amendments to closing documents, or last-minute changes to side-letter terms), closing-related hours could increase.

Complexity of GP Pushback. MPCA's counsel, Ashford Crane & Hewitt LLP, is an experienced fund-side firm that typically takes firm positions on key provisions. Based on our experience and market intelligence, we anticipate that the most significant areas of negotiation will be: (i) the scope of excuse rights and any cap on the aggregate amount of excusable capital; (ii) the breadth of MFN rights, particularly the thresholds and carve-outs for anchor investors; and (iii) the key person provision, particularly the addition of Priya Narayan and the scope of investor election rights upon a key person event. If MPCA is willing to concede on fee terms (which is increasingly common for investors at BFO's commitment level), the negotiation may proceed more efficiently.

Delaware Law Research. Owen Fischer's hours include a meaningful allocation for research on the enforceability of side-letter provisions under the Delaware Revised Uniform Limited Partnership Act, including the scope of permissible contractual modifications to default partnership rules, excuse right mechanics and fiduciary duty implications, and MFN precedent in the Delaware courts. This research will inform our drafting and negotiation strategy and will be documented in internal working papers for the engagement file.

VI. Billing Administration

The following billing and administrative details apply to this engagement:

• Matter Number: 1026-00001

• Responsible Partner: Pamela Cross

• Billing Partner: Nicholas Stern

• Client Billing Contact: Sandra M. Whitfield, General Counsel, Briarwood Family Office LLC

• Client Address for Invoicing: 780 Park Avenue, Suite 3200, New York, NY 10021

Invoicing will be conducted on a monthly basis, with interim invoices issued for work in progress. Each invoice will include a detailed breakdown of time entries by timekeeper, a description of services rendered, and a summary of disbursements incurred during the applicable billing period.

Time entries will be subject to a two-tier review process. Theresa Kim will review all associate-level time entries (her own and Owen Fischer's) for accuracy, appropriate descriptions, and alignment with the scope of engagement. Pamela Cross will review and approve all time entries — partner and associate — before they are submitted to the billing department for invoice preparation. This review process is designed to ensure billing quality and to identify any potential scope or budget issues at an early stage.

We request Nicholas Stern's approval of the rate sheet for all timekeepers listed in Section III and the soft cap terms set forth in Section IV.D prior to execution of the engagement letter on January 24, 2024. Upon receipt of Mr. Stern's approval, we will finalize the engagement letter and circulate it to Ms. Whitfield at BFO for execution.

VII. Timeline Considerations

The following timeline reflects the anticipated key milestones for this engagement, subject to the pace of negotiation with Ashford Crane & Hewitt LLP and BFO's internal investment committee process:

• January 8, 2024: BFO received Fund IV PPM and LPA from Pinnacle Capital Markets LLC.

• January 15, 2024: BFO held preliminary investment committee discussion regarding the Fund IV opportunity.

• January 22, 2024: C&H engagement opened; conflict check cleared.

• January 24, 2024 (anticipated): Engagement letter execution by BFO and C&H.

• Late January 2024: C&H expects to receive the full Fund IV document set (LPA, PPM, subscription documents, and any supplemental materials) from Ashford Crane & Hewitt LLP promptly after the engagement is confirmed.

• Early February 2024: Target delivery of LPA review memorandum and PPM risk assessment memorandum to BFO.

• Week of February 5, 2024: Target submission of side-letter term sheet to Ashford Crane & Hewitt LLP.

• February–March 2024: Multiple rounds of side-letter negotiation and markup, including counterparty calls as needed.

• March–April 2024: Finalization of side-letter terms, BFO investment committee review and approval (if applicable), subscription document preparation and execution.

• April 30, 2024: Fund IV anticipated first close — setting the outer boundary for completion of side-letter negotiations and subscription if BFO elects to participate in the first close.

• October 31, 2024: Fund IV final close deadline. If BFO elects to participate in a subsequent closing, there is additional time available, though BFO has expressed a preference for the first close.

The overall engagement duration is estimated at 10–12 weeks, from late January through mid-April 2024, subject to BFO's investment committee timeline and the pace of counterparty negotiations. We will provide BFO with regular status updates and will flag any timeline risks as they arise.

VIII. Recommendation

Based on the foregoing analysis, I respectfully request Nicholas Stern's approval of the following:

1. Proposed Staffing. The engagement team consisting of Pamela Cross (Responsible Partner), Nicholas Stern (Billing Partner), Theresa Kim (Lead Associate), and Owen Fischer (Working Associate), with roles and estimated hours as set forth in Section III.

2. Estimated Budget Range. Total estimated fees and disbursements of $103,700 to $166,400 across low, midpoint, and high scenarios, with a midpoint estimate of approximately $130,550.

3. Soft Fee Cap. A soft fee cap of $175,000 for all professional fees and disbursements, to be included in the engagement letter executed with BFO.

The midpoint estimate of approximately $130,550 provides a comfortable margin of approximately $44,450 under the $175,000 soft cap, allowing for reasonable negotiation complexity and contingencies without triggering a client discussion regarding fee overruns. Even under the high scenario, approximately $8,600 of headroom remains under the cap.

The staffing model is appropriately leveraged, with the substantial majority of hours allocated at the associate level. Of the 134 midpoint estimated hours, approximately 110 hours (82%) are attributable to Theresa Kim and Owen Fischer, reflecting the nature of the work — primarily document review, drafting, research, and negotiation of a single-investor side letter for a well-understood fund structure. Partner involvement is concentrated in strategic oversight, client-facing interactions, and review and approval of key deliverables.

Ms. Cross will be available for strategic oversight and client-facing interactions throughout the engagement, including participation on key negotiation calls and final review of all outgoing materials. Mr. Stern's involvement will be limited to billing administration, periodic check-ins on matter progress, and fee arrangement discussions with BFO, consistent with his role as billing partner.

I am confident that the proposed team, budget, and timeline are well-suited to deliver a high-quality result for BFO and to position the Firm for continued engagement with the Briarwood Family Office on future fund investments.

I am available to discuss this memorandum at your convenience. Please confirm your approval so that we may proceed with execution of the engagement letter on January 24, 2024.

Pamela Cross Partner, Funds & Asset Management Calderwood & Harkness LLP

cc: Matter File (1026-00001)

Timekeeper	Rate	Low Hours	Low Fees	Mid Hours	Mid Fees	High Hours	High Fees
Pamela Cross (Partner)	$1,450/hr	15	$21,750	20	$29,000	25	$36,250
Nicholas Stern (Partner)	$1,400/hr	3	$4,200	4	$5,600	6	$8,400
Theresa Kim (Sr. Associate)	$975/hr	50	$48,750	60	$58,500	75	$73,125
Owen Fischer (Associate)	$725/hr	40	$29,000	50	$36,250	65	$47,125
TOTAL FEES	108	$103,700	134	$129,350	171	$164,900

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Nicholas Stern, Partner, Funds & Asset Management, Calderwood & Harkness LLP
FROM: Pamela Cross, Partner, Funds & Asset Management, Calderwood & Harkness LLP
DATE: January 23, 2024
RE: Staffing & Budget — Briarwood Family Office LLC / Meridian Peak Capital Partners Fund IV, L.P. Side-Letter Negotiation
MATTER NO.: 1026-00001
I. Matter Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") has been engaged by Briarwood Family Office LLC ("BFO"), a Delaware limited liability company headquartered at 780 Park Avenue, Suite 3200, New York, NY 10021, to advise on the negotiation of a side letter in connection with BFO's proposed seventy-five million dollar ($75,000,000) limited partnership commitment to Meridian Peak Capital Partners Fund IV, L.P. ("Fund IV"), a Delaware limited partnership. This memorandum sets forth the proposed staffing plan, scope of engagement, estimated budget, and related administrative details for your review and approval prior to the execution of the engagement letter, which is anticipated for January 24, 2024.
Fund IV is managed by Meridian Peak Capital Advisors LLC ("MPCA"), a mid-market private equity firm focused on value-add and opportunistic real estate, real estate operating companies, and asset-management platform acquisitions. MPCA is headquartered at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. MPCA has raised three prior funds — Fund I (2014 vintage, approximately $450 million), Fund II (2017 vintage, approximately $850 million), and Fund III (2020 vintage, approximately $1.9 billion) — aggregating approximately $3.2 billion in total commitments. The Meridian Peak platform has demonstrated consistent fundraising growth and has established a track record in the institutional real estate private equity space.
Fund IV has a target fund size of $1,500,000,000 and a hard cap of $1,750,000,000. BFO's proposed commitment of $75,000,000 represents approximately 5.0% of the target fund size and, if the hard cap is reached, approximately 4.3% of total fund commitments. The proposed commitment represents approximately 4.17% of BFO's approximately $1.8 billion in assets under management as of December 31, 2023, which is within BFO's typical allocation range for individual fund commitments.
The general partner of Fund IV is Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company and wholly-owned subsidiary of MPCA. The general partner's outside legal counsel is Ashford Crane & Hewitt LLP, located at 1 Federal Street, Suite 3600, Boston, MA 02110. The lead partner on the Fund IV engagement at Ashford Crane is Harrison K. Drummond, with Elaine C. Woodbury serving as the primary working associate. Both Drummond and Woodbury are experienced fund-side practitioners, and we anticipate a professional but substantive negotiation process. Fund IV's placement agent is Pinnacle Capital Markets LLC, a Delaware limited liability company and registered broker-dealer. The primary contact at Pinnacle is Roland S. Abernathy, Managing Director, who has been the point of contact for BFO's investment process to date.
Our conflict check was cleared on January 22, 2024, and the engagement letter is expected to be executed on January 24, 2024, following your approval of the terms set forth herein.
BFO's primary contacts for the engagement are Sandra M. Whitfield, General Counsel, and Derek T. Calloway, Director of External Investments. Ms. Whitfield will serve as the day-to-day legal contact and the billing contact for invoicing purposes. Mr. Calloway manages BFO's relationship with MPCA and will be involved in substantive discussions concerning side-letter negotiation strategy and investment terms. Julian R. Hargrove is BFO's Managing Director and Chief Investment Officer and heads the investment committee. BFO requires investment committee approval — specifically, a favorable vote of three of four members — before any final commitment can be made. Notably, Mr. Hargrove holds a veto right on the investment committee, meaning his affirmative vote is a necessary condition for approval of the Fund IV commitment.
As background, BFO is a single-family office established in 2007, managing the Hargrove family's wealth, which was derived primarily from commercial real estate development. BFO typically allocates 15–20% of its total AUM to third-party managed funds, with the balance allocated to direct investments, co-investments, fixed income, and liquid alternatives. BFO's familiarity with commercial real estate and its established investment process in the sector make the Fund IV commitment a natural fit within BFO's overall portfolio allocation strategy. We note that BFO has previously invested in two MPCA predecessor funds (Fund II and Fund III), though the firm did not negotiate side letters in either instance. The current engagement reflects BFO's desire to formalize enhanced terms commensurate with the increased commitment size and BFO's growing sophistication as an institutional investor.
II. Scope of Engagement
The scope of our engagement encompasses four principal work streams, each of which is described in detail below. The engagement is structured to provide BFO with comprehensive legal support from initial document review through, if the investment committee approves the commitment, execution and closing. The four work streams are: (A) LPA and PPM review and analysis; (B) side-letter drafting and negotiation; (C) subscription document review; and (D) closing deliverables and coordination.
A. LPA / PPM Review and Analysis
The first work stream involves a thorough review and analysis of the Fund IV Limited Partnership Agreement (dated December 20, 2023) (the "LPA") and the Fund IV Private Placement Memorandum (dated December 15, 2023) (the "PPM"), including all schedules, exhibits, and ancillary documents provided by MPCA or its counsel. Our review will focus on the identification of key economic terms, governance provisions, investor rights and remedies, indemnification and exculpation provisions, reporting obligations, and areas that are customarily addressed through side-letter negotiation for commitments of this magnitude.
We will prepare two principal deliverables under this work stream:
1. LPA Review Memorandum. A detailed memorandum summarizing the material terms of the LPA, including management fees, carried interest, preferred return, distribution waterfall mechanics, clawback provisions, investment period and term, key person provisions, no-fault removal and termination rights, LPAC composition and authority, excuse and exclusion rights, transfer restrictions, reporting obligations, and amendment and modification procedures. The memorandum will identify provisions that deviate from market norms and flag areas warranting side-letter negotiation.
2. PPM Risk Assessment Memorandum. A memorandum summarizing the material risk factors, investment strategy, target return profiles, track record data, conflict of interest disclosures, fee and expense allocations, and regulatory considerations disclosed in the PPM. This memorandum will assist BFO's investment committee in evaluating the investment from a legal and risk perspective.
In addition, we will prepare a fee and economics analysis comparing the standard Fund IV terms against BFO's target negotiated terms and prevailing market benchmarks. The standard Fund IV terms include a management fee of 1.75% per annum on committed capital during the four-year investment period, stepping down to 1.50% per annum on invested capital following the expiration of the investment period; carried interest of 20% over an 8% preferred return, calculated on a whole-fund, European-style waterfall basis; and standard GP clawback provisions. We will benchmark these terms against current market data for mid-market real estate private equity funds and identify where BFO's proposed negotiated terms fall relative to market norms for investors at the $50–$100 million commitment level.
We note that Fund IV filed a Form D with the U.S. Securities and Exchange Commission on January 2, 2024, and the offering is being conducted in reliance on exemptions from registration under Regulation D of the Securities Act of 1933, as amended. The LPA is governed by Delaware law, and all side-letter provisions will be governed by Delaware law, consistent with the governing law provisions of the LPA.
B. Side-Letter Drafting and Negotiation
The second and most substantive work stream involves the drafting and negotiation of a side letter with Ashford Crane & Hewitt LLP on behalf of BFO. Based on our preliminary discussions with Ms. Whitfield and Mr. Calloway, and consistent with BFO's investment objectives and institutional requirements, we anticipate the side letter will address the following provisions:
Most Favored Nation (MFN) Rights. BFO will seek MFN rights applicable to all limited partners committing $50 million or more to Fund IV, with customary carve-outs for anchor investors committing $200 million or more, regulatory accommodations, and GP affiliates. The MFN provision should include a 20 business day election period following receipt of disclosure of side-letter terms granted to other investors. We anticipate that the scope and carve-outs of the MFN provision will be an area of negotiation with MPCA's counsel.
Excuse/Exclusion Rights. BFO will seek the right to be excused from, or to exclude its capital from, investments in the following categories: (i) cannabis-related assets or businesses; (ii) gaming or casino properties; (iii) assets or entities located in or substantially connected to jurisdictions subject to comprehensive U.S. sanctions; and (iv) investments that would cause BFO's interest in Fund IV to constitute "plan assets" under ERISA. BFO will seek a 15 business day election window following receipt of notice of an applicable investment from the general partner. We expect that the GP may seek to impose a cap on the aggregate amount of capital that may be excused, and we will negotiate this cap in light of BFO's investment parameters.
Management Fee Reduction. BFO will seek a reduction in the management fee from 1.75% to 1.50% per annum on committed capital during the four-year investment period, and from 1.50% to 1.25% per annum on invested capital following the expiration of the investment period. Based on BFO's $75 million commitment, the reduced rate during the investment period would yield annual savings of approximately $187,500 (i.e., a 25 basis point reduction on $75 million), resulting in cumulative savings of approximately $750,000 over the four-year investment period. Post-investment period savings will depend on the amount of invested capital at any given time.
Placement Agent Fee Offset. BFO will seek a 100% offset of any placement agent fees paid by or on behalf of MPCA to Pinnacle Capital Markets LLC in connection with BFO's commitment. Pinnacle's standard placement fee is 1.0% of committed capital, which, on BFO's $75 million commitment, equals $750,000. BFO's position is that this fee should be offset in full against management fees payable by BFO.
Co-Investment Rights. BFO will seek a co-investment right on Fund IV investments exceeding $100 million in total equity, with co-investment allocations at no additional management fee and no carried interest, up to BFO's pro rata share of the applicable investment. Co-investment terms will be subject to separate co-investment documentation, but the side letter should establish the framework and BFO's priority in the co-investment allocation process.
Enhanced Reporting. BFO will seek enhanced reporting obligations, including: (i) quarterly portfolio reports delivered within 45 days of the end of each fiscal quarter; (ii) audited annual financial statements delivered within 90 days of fiscal year-end; and (iii) annual ESG (environmental, social, and governance) reporting in a format consistent with BFO's internal ESG reporting framework. These enhanced timelines are more aggressive than the standard LPA reporting deadlines.
Key Person Enhancement. BFO will seek an enhanced key person provision under which the departure of either Conrad J. Ellsworth (MPCA's founder and Managing Partner) or Priya Narayan (MPCA's Partner and Head of Investments) would trigger an automatic suspension of the investment period, with BFO retaining the right to elect to (a) consent to the continuation of the investment period upon replacement of the departed key person, (b) reduce its unfunded commitment, or (c) withdraw from the fund entirely, in each case subject to reasonable conditions. The standard LPA key person provision names only Mr. Ellsworth, and the addition of Ms. Narayan is expected to be a point of negotiation.
Transfer Rights. BFO will seek the right to transfer all or a portion of its limited partnership interest to any Hargrove family entity (including trusts, estates, and other family-controlled vehicles) without the prior written consent of the general partner, subject to customary conditions (including compliance with securities laws and the transferee's execution of a transfer agreement).
Confidentiality Carve-Outs. BFO will seek carve-outs from the confidentiality provisions of the LPA to permit disclosure of fund information and side-letter terms to BFO's legal advisors (including C&H), tax advisors, auditors, family members of the Hargrove family, and applicable regulatory authorities, in each case subject to customary undertakings of confidentiality.
Accelerated K-1 Delivery. BFO will seek accelerated delivery of Schedule K-1 tax reporting documents within 75 days following the end of each fiscal year, as compared to the 120-day standard provided in the LPA. This accelerated timeline is important to BFO's annual tax compliance and planning processes.
We anticipate multiple rounds of negotiation and markup with Ashford Crane & Hewitt LLP. Based on our experience with similar engagements and our familiarity with Ashford Crane's negotiation style, we expect the negotiation to proceed in three principal phases: (i) a term sheet phase, during which C&H will prepare and submit to Ashford Crane a summary term sheet outlining BFO's requested side-letter provisions; (ii) a full draft side-letter phase, during which C&H will prepare and circulate an initial draft of the side letter, followed by one to three rounds of counterparty markup and negotiation; and (iii) a finalization phase, during which outstanding points are resolved, typically through conference calls and targeted email exchanges. We also anticipate possible conference calls involving Pamela Cross, Theresa Kim, and their counterparts at Ashford Crane (Drummond and Woodbury), as well as internal strategy calls with Ms. Whitfield and Mr. Calloway at BFO.
All side-letter provisions will be governed by Delaware law, consistent with the governing law provisions of the LPA.
C. Subscription Document Review
The third work stream involves the review, mark-up, and completion of Fund IV's standard form subscription agreement on behalf of BFO. We will review the subscription agreement to ensure that all representations, warranties, and covenants are appropriate for BFO as a single-family office investor. Key representations will include BFO's status as a "qualified purchaser" within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, its representation that it is not subject to, and BFO's commitment will not constitute "plan assets" subject to, the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and its representation regarding the source of funds for the commitment.
We will prepare or review the investor questionnaire with BFO-specific entity information, including BFO's employer identification number (EIN: 27-4831956) and related AML/KYC (anti-money laundering and know-your-customer) disclosures. We will coordinate with Ms. Whitfield to ensure that all required information is accurately reflected in the subscription documents.
In addition, we will cross-reference the subscription documents with the side-letter terms to confirm consistency and to ensure that any representations or conditions in the subscription agreement are not in conflict with the negotiated side-letter provisions.
D. Closing Deliverables and Coordination
The fourth work stream involves the coordination of execution and delivery of the subscription agreement, side letter, and any related closing documents, contingent upon BFO's investment committee approval of the commitment. Fund IV's anticipated first close is April 30, 2024, and the final close deadline is October 31, 2024. We will work with BFO and Ashford Crane to ensure that all closing deliverables are in order in advance of the first close, if BFO elects to participate in that closing.
We note that closing deliverables are contingent on BFO investment committee approval and may not be required if the investment committee declines the commitment. In that event, the engagement would conclude following the completion of the LPA/PPM review and any preliminary side-letter negotiation work undertaken prior to the committee's determination. The budget estimates set forth in Section IV below reflect this contingency.
III. Proposed Staffing
The proposed staffing for this engagement is set forth below. The staffing plan is designed to provide BFO with senior partner oversight on strategic and client-facing matters, experienced associate-level day-to-day management and drafting capability, and efficient junior associate support for document review, research, and working paper preparation. The allocation of hours reflects a leverage model appropriate for a single-investor side-letter negotiation on a well-understood fund structure.
A. Pamela Cross — Responsible Partner
Pamela Cross will serve as the responsible partner on this matter. Her role will encompass overall matter supervision, client relationship management, and strategic direction on key negotiation points. Ms. Cross will participate in conference calls with BFO principals (including Ms. Whitfield, Mr. Calloway, and, if necessary, Mr. Hargrove) and counterparty counsel at Ashford Crane & Hewitt LLP. She will review and approve all outgoing drafts and memoranda prior to circulation. Ms. Cross brings over eighteen years of experience in fund formation and investor-side representation and has previously negotiated side letters with Ashford Crane on two prior fund mandates.
• Billing Rate: $1,450 per hour (2024 standard rate)
• Estimated Hours: 15–25 hours
• Midpoint Estimate: approximately 20 hours
Ms. Cross's hours will be concentrated in the early phase of the engagement (LPA review and negotiation strategy) and during key negotiation calls and final sign-off on the side letter and closing deliverables.
B. Nicholas Stern — Billing Partner
Nicholas Stern will serve as the billing partner on this matter. His role will include billing oversight, periodic matter review to ensure the engagement is proceeding within scope and budget, fee arrangement discussions with the client, and monitoring of actual fees and disbursements against the soft fee cap. Mr. Stern's involvement in the substantive work of the engagement will be limited, consistent with his administrative role.
• Billing Rate: $1,400 per hour (2024 standard rate)
• Estimated Hours: 3–6 hours
• Midpoint Estimate: approximately 4 hours
We request Mr. Stern's approval of the rate sheet and soft cap terms set forth herein prior to execution of the engagement letter on January 24, 2024.
C. Theresa Kim — Lead Associate
Theresa Kim will serve as the lead associate and will be responsible for the day-to-day management of the engagement. Ms. Kim is a seventh-year associate in the Funds & Asset Management group and has worked on over thirty fund-side and investor-side transactions during her tenure at C&H, including five side-letter negotiations in the past twelve months. Her responsibilities on this matter will include:
• Primary drafter of all memoranda, side-letter drafts, and term sheets;
• First-line interface with Ashford Crane & Hewitt LLP (Harrison Drummond and Elaine Woodbury);
• Detailed review and analysis of the Fund IV LPA and PPM;
• Preparation of negotiation strategy materials and internal recommendations for BFO;
• Management of the negotiation timeline and coordination of internal and external calls; and
• Review and supervision of Owen Fischer's work product.
• Billing Rate: $975 per hour (2024 standard rate)
• Estimated Hours: 50–75 hours
• Midpoint Estimate: approximately 60 hours
Ms. Kim's hours represent the largest single allocation on the matter, reflecting her central role in document preparation and negotiation.
D. Owen Fischer — Working Associate
Owen Fischer will serve as the supporting associate on this matter. Mr. Fischer is a fourth-year associate in the Funds & Asset Management group and has worked on a range of fund formation and investor-side matters, including LPA review and subscription document preparation. His responsibilities on this matter will include:
• Initial document review and analysis of the LPA, PPM, and subscription documents;
• Preparation of comparison matrices and internal working papers, including an MFN provision comparison across Fund I–IV side letters (to the extent available) and market benchmarks;
• Draft subscription agreement markup and investor questionnaire preparation;
• Research on Delaware law issues, including enforceability of side-letter provisions under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), excuse right mechanics, and MFN precedent;
• Redline preparation and comparison of successive drafts; and
• General support to Ms. Kim as needed throughout the engagement.
• Billing Rate: $725 per hour (2024 standard rate)
• Estimated Hours: 40–65 hours
• Midpoint Estimate: approximately 50 hours
Mr. Fischer's hours reflect the document-intensive nature of the initial review phase and the research component of the engagement.
IV. Budget Estimate
A. Fee Projections
The following table presents estimated professional fees under three scenarios — low, midpoint, and high — based on the staffing plan and estimated hours set forth in Section III above.
The low scenario assumes a relatively smooth negotiation with limited GP pushback, minimal conference call participation by the responsible partner, and no closing deliverables (i.e., the investment committee declines the commitment or defers to a subsequent closing). The midpoint scenario assumes a moderate level of negotiation complexity, three to four full side-letter drafts, two to three conference calls involving partner participation, and standard closing deliverables. The high scenario assumes a contested negotiation on multiple provisions (particularly excuse cap, MFN scope, and key person terms), five or more full drafts, four or more conference calls, and full closing deliverables.
B. Disbursements. Estimated disbursements include charges for document management and production, Westmark Data Systems and legal research database usage, courier and filing fees, and incidental expenses. Based on our experience with comparable engagements, we estimate disbursements of approximately $1,000 to $1,500.
• Midpoint estimate for disbursements: approximately $1,200.
Disbursements will be billed at cost, without markup, consistent with C&H's standard billing practices.
C. Total Projected Cost
The total projected cost of the engagement (professional fees plus disbursements) under each scenario is as follows:
• Low scenario: approximately $104,700
• Midpoint scenario: approximately $130,550
• High scenario: approximately $166,400
D. Soft Fee Cap
The engagement letter, which is anticipated to be executed on January 24, 2024, will include a soft fee cap of $175,000 for all professional fees and disbursements incurred in connection with this matter. Under all three scenarios set forth above, total projected costs fall within the soft cap.
The high scenario of approximately $166,400 leaves approximately $8,600 of headroom under the $175,000 cap. This margin is sufficient to absorb minor overruns but would not accommodate a significant expansion of scope. If the engagement extends to a contested negotiation with extensive redrafting across multiple provisions, or if closing deliverables require significant additional work beyond what is anticipated, fees may approach but should not exceed the cap absent prior discussion with and approval by the client. In the event that we anticipate fees may exceed the soft cap, we will promptly notify Ms. Whitfield and Mr. Calloway at BFO and seek their written authorization before incurring additional fees.
We note that a soft cap, rather than a hard cap, provides the appropriate flexibility for this type of negotiation engagement, where the ultimate scope of work is influenced by variables outside C&H's control, including the extent of GP pushback and the pace of BFO's internal investment committee process.
E. Payment Terms
Invoices are due and payable net 30 days from the date of invoice, consistent with C&H's standard billing terms and the terms set forth in the engagement letter. Monthly invoicing will commence upon execution of the engagement letter and continuation of work.
V. Key Assumptions and Variables
The budget estimates set forth in Section IV are based on the following key assumptions and variables. Deviations from these assumptions may cause actual fees to fall above or below the estimated range.
Number of Side-Letter Drafts. The budget assumes three to four full drafts of the side letter, plus one to two iterations of the preliminary term sheet. Each additional full draft beyond the assumed range would add approximately 8–12 associate hours and 2–3 partner review hours, pushing fees toward the high end of the range or, in extreme cases, toward the soft cap. Our experience with Ashford Crane & Hewitt LLP suggests that three to four drafts is a reasonable assumption for a side letter of this complexity.
Conference Calls. The budget assumes two to four conference calls involving C&H and counterparty counsel (Ashford Crane & Hewitt LLP), plus internal strategy calls with BFO. Participation of Pamela Cross on principal-level calls with Harrison Drummond and/or BFO's senior team is the primary driver of partner hours in the midpoint and high scenarios. If the negotiation can be conducted primarily through written markup exchanges with limited call participation, partner hours will trend toward the low end of the range.
Investment Committee Timing. BFO requires investment committee approval, with a favorable vote of three of four members and Julian Hargrove's veto right. If the investment committee review process introduces delays — for example, if the committee requests supplemental legal analysis, a revised fee comparison, or additional research on specific side-letter provisions — associate hours could increase. Conversely, if the investment committee declines the commitment at an early stage, the engagement will conclude without the need for closing deliverables, and actual fees will fall at or below the low scenario.
Closing Deliverables. The budget includes a modest allocation for subscription agreement review, investor questionnaire preparation, and closing coordination. If BFO's investment committee declines the commitment, this work will not be required, and actual fees will trend toward the low or midpoint scenario. If the closing process proves more complex than anticipated (e.g., due to multiple closings, amendments to closing documents, or last-minute changes to side-letter terms), closing-related hours could increase.
Complexity of GP Pushback. MPCA's counsel, Ashford Crane & Hewitt LLP, is an experienced fund-side firm that typically takes firm positions on key provisions. Based on our experience and market intelligence, we anticipate that the most significant areas of negotiation will be: (i) the scope of excuse rights and any cap on the aggregate amount of excusable capital; (ii) the breadth of MFN rights, particularly the thresholds and carve-outs for anchor investors; and (iii) the key person provision, particularly the addition of Priya Narayan and the scope of investor election rights upon a key person event. If MPCA is willing to concede on fee terms (which is increasingly common for investors at BFO's commitment level), the negotiation may proceed more efficiently.
Delaware Law Research. Owen Fischer's hours include a meaningful allocation for research on the enforceability of side-letter provisions under the Delaware Revised Uniform Limited Partnership Act, including the scope of permissible contractual modifications to default partnership rules, excuse right mechanics and fiduciary duty implications, and MFN precedent in the Delaware courts. This research will inform our drafting and negotiation strategy and will be documented in internal working papers for the engagement file.
VI. Billing Administration
The following billing and administrative details apply to this engagement:
• Matter Number: 1026-00001
• Responsible Partner: Pamela Cross
• Billing Partner: Nicholas Stern
• Client Billing Contact: Sandra M. Whitfield, General Counsel, Briarwood Family Office LLC
• Client Address for Invoicing: 780 Park Avenue, Suite 3200, New York, NY 10021
Invoicing will be conducted on a monthly basis, with interim invoices issued for work in progress. Each invoice will include a detailed breakdown of time entries by timekeeper, a description of services rendered, and a summary of disbursements incurred during the applicable billing period.
Time entries will be subject to a two-tier review process. Theresa Kim will review all associate-level time entries (her own and Owen Fischer's) for accuracy, appropriate descriptions, and alignment with the scope of engagement. Pamela Cross will review and approve all time entries — partner and associate — before they are submitted to the billing department for invoice preparation. This review process is designed to ensure billing quality and to identify any potential scope or budget issues at an early stage.
We request Nicholas Stern's approval of the rate sheet for all timekeepers listed in Section III and the soft cap terms set forth in Section IV.D prior to execution of the engagement letter on January 24, 2024. Upon receipt of Mr. Stern's approval, we will finalize the engagement letter and circulate it to Ms. Whitfield at BFO for execution.
VII. Timeline Considerations
The following timeline reflects the anticipated key milestones for this engagement, subject to the pace of negotiation with Ashford Crane & Hewitt LLP and BFO's internal investment committee process:
• January 8, 2024: BFO received Fund IV PPM and LPA from Pinnacle Capital Markets LLC.
• January 15, 2024: BFO held preliminary investment committee discussion regarding the Fund IV opportunity.
• January 22, 2024: C&H engagement opened; conflict check cleared.
• January 24, 2024 (anticipated): Engagement letter execution by BFO and C&H.
• Late January 2024: C&H expects to receive the full Fund IV document set (LPA, PPM, subscription documents, and any supplemental materials) from Ashford Crane & Hewitt LLP promptly after the engagement is confirmed.
• Early February 2024: Target delivery of LPA review memorandum and PPM risk assessment memorandum to BFO.
• Week of February 5, 2024: Target submission of side-letter term sheet to Ashford Crane & Hewitt LLP.
• February–March 2024: Multiple rounds of side-letter negotiation and markup, including counterparty calls as needed.
• March–April 2024: Finalization of side-letter terms, BFO investment committee review and approval (if applicable), subscription document preparation and execution.
• April 30, 2024: Fund IV anticipated first close — setting the outer boundary for completion of side-letter negotiations and subscription if BFO elects to participate in the first close.
• October 31, 2024: Fund IV final close deadline. If BFO elects to participate in a subsequent closing, there is additional time available, though BFO has expressed a preference for the first close.
The overall engagement duration is estimated at 10–12 weeks, from late January through mid-April 2024, subject to BFO's investment committee timeline and the pace of counterparty negotiations. We will provide BFO with regular status updates and will flag any timeline risks as they arise.
VIII. Recommendation
Based on the foregoing analysis, I respectfully request Nicholas Stern's approval of the following:
1. Proposed Staffing. The engagement team consisting of Pamela Cross (Responsible Partner), Nicholas Stern (Billing Partner), Theresa Kim (Lead Associate), and Owen Fischer (Working Associate), with roles and estimated hours as set forth in Section III.
2. Estimated Budget Range. Total estimated fees and disbursements of $103,700 to $166,400 across low, midpoint, and high scenarios, with a midpoint estimate of approximately $130,550.
3. Soft Fee Cap. A soft fee cap of $175,000 for all professional fees and disbursements, to be included in the engagement letter executed with BFO.
The midpoint estimate of approximately $130,550 provides a comfortable margin of approximately $44,450 under the $175,000 soft cap, allowing for reasonable negotiation complexity and contingencies without triggering a client discussion regarding fee overruns. Even under the high scenario, approximately $8,600 of headroom remains under the cap.
The staffing model is appropriately leveraged, with the substantial majority of hours allocated at the associate level. Of the 134 midpoint estimated hours, approximately 110 hours (82%) are attributable to Theresa Kim and Owen Fischer, reflecting the nature of the work — primarily document review, drafting, research, and negotiation of a single-investor side letter for a well-understood fund structure. Partner involvement is concentrated in strategic oversight, client-facing interactions, and review and approval of key deliverables.
Ms. Cross will be available for strategic oversight and client-facing interactions throughout the engagement, including participation on key negotiation calls and final review of all outgoing materials. Mr. Stern's involvement will be limited to billing administration, periodic check-ins on matter progress, and fee arrangement discussions with BFO, consistent with his role as billing partner.
I am confident that the proposed team, budget, and timeline are well-suited to deliver a high-quality result for BFO and to position the Firm for continued engagement with the Briarwood Family Office on future fund investments.
I am available to discuss this memorandum at your convenience. Please confirm your approval so that we may proceed with execution of the engagement letter on January 24, 2024.
Pamela Cross Partner, Funds & Asset Management Calderwood & Harkness LLP
cc: Matter File (1026-00001)
Timekeeper | Rate | Low Hours | Low Fees | Mid Hours | Mid Fees | High Hours | High Fees
Pamela Cross (Partner) | $1,450/hr | 15 | $21,750 | 20 | $29,000 | 25 | $36,250
Nicholas Stern (Partner) | $1,400/hr | 3 | $4,200 | 4 | $5,600 | 6 | $8,400
Theresa Kim (Sr. Associate) | $975/hr | 50 | $48,750 | 60 | $58,500 | 75 | $73,125
Owen Fischer (Associate) | $725/hr | 40 | $29,000 | 50 | $36,250 | 65 | $47,125
TOTAL FEES | 108 | $103,700 | 134 | $129,350 | 171 | $164,900

MEMORANDUM

MATTER NO.: 1026-00001

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