1026-00001 · Briarwood Family Office LLC · Side-Letter Negotiation

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SIDE LETTER TERM SHEET — PROPOSED TERMS

Meridian Peak Capital Partners Fund IV, L.P.

CONFIDENTIAL — SUBJECT TO NEGOTIATION

February 7, 2024

Prepared by:

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

On behalf of Briarwood Family Office LLC

Transmitted to:

Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110

Counsel to Meridian Peak Capital Partners GP IV LLC and Meridian Peak Capital Partners Fund IV, L.P.

Lead Contacts:

INTRODUCTORY PARAGRAPH / OVERVIEW

This term sheet (this "Term Sheet") sets forth the proposed terms for a side letter (the "Side Letter") to be entered into among Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership (the "Fund"), Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company and the general partner of the Fund (the "General Partner"), and Briarwood Family Office LLC, a Delaware limited liability company ("BFO" or the "Limited Partner"), in connection with BFO's proposed capital commitment to the Fund. The Side Letter, when executed and delivered, will supplement and, where expressly stated, modify the terms of the Fund IV Amended and Restated Agreement of Limited Partnership dated December 20, 2023 (the "LPA") as they apply solely to BFO. Reference is also made to the Fund IV Private Placement Memorandum dated December 15, 2023 (the "PPM" and, together with the LPA, the "Offering Documents").

This Term Sheet is for discussion purposes only, does not constitute a binding agreement or a commitment by any party, and is subject in all respects to the negotiation, execution, and delivery of definitive documentation reflecting the terms set forth herein, together with such additional terms and conditions as may be agreed upon by the parties. No party shall have any legal obligation to any other party by virtue of this Term Sheet, whether by way of estoppel, reliance, or otherwise, except as expressly set forth in the definitive Side Letter when and if executed by all parties. This Term Sheet supersedes all prior oral and written communications between the parties regarding the subject matter hereof but shall not limit the scope of any future negotiations.

All provisions of the LPA not expressly modified by the Side Letter shall remain in full force and effect as applied to BFO. The Side Letter, when executed, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.

Capitalized terms used but not defined in this Term Sheet shall have the meanings ascribed to them in the LPA or the PPM, as applicable.

SECTION 1: COMMITMENT AMOUNT

Proposed Capital Commitment. BFO proposes to make a capital commitment to the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), subject to the terms and conditions set forth herein and in the definitive Side Letter.

Fund Size Context. The Fund's target size is One Billion Five Hundred Million Dollars ($1,500,000,000), with a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000). BFO's proposed Commitment represents approximately 5.0% of the Fund's target size and approximately 4.29% of the Fund's hard cap, positioning BFO as a meaningful strategic limited partner in the Fund.

Investment Committee Approval. BFO's Commitment is subject to the approval of BFO's investment committee in accordance with BFO's internal governance procedures. BFO will use commercially reasonable efforts to obtain such approval promptly following the resolution of all open points reflected in this Term Sheet and the preparation of definitive documentation. The parties acknowledge that the investment committee approval process is an internal matter of BFO and that neither the General Partner nor the Fund shall have any obligation or liability arising from the timing or outcome of such process.

SECTION 2: MOST FAVORED NATION RIGHTS

Grant of MFN. The General Partner shall grant BFO most favored nation rights (the "MFN Rights") entitling BFO to elect to receive the benefit of any economic, governance, reporting, or other term granted to any other limited partner of the Fund that has committed Fifty Million Dollars ($50,000,000) or more to the Fund, to the extent that such term is more favorable to such other limited partner than the corresponding term applicable to BFO, whether such term is contained in any side letter, supplemental agreement, waiver, consent, or similar arrangement entered into between the General Partner (or the Fund) and such other limited partner.

Delivery of MFN Summary. Within fifteen (15) business days following (i) the close at which BFO is admitted to the Fund as a limited partner, or (ii) any subsequent close at which additional limited partners are admitted or existing limited partners increase their capital commitments, the General Partner shall deliver to BFO a written summary of all material terms contained in side letters and similar agreements entered into with other limited partners of the Fund whose capital commitments equal or exceed the $50,000,000 threshold (the "MFN Summary"). The MFN Summary may be redacted to the extent necessary to preserve the identity of specific limited partners, provided that such redactions do not obscure the substance of the terms being disclosed.

MFN Election Period. BFO shall have twenty (20) business days following receipt of each MFN Summary to deliver written notice to the General Partner (an "MFN Election Notice") electing to adopt any additional or more favorable terms identified in the MFN Summary (the "MFN Election Period"). Upon delivery of a valid MFN Election Notice, the elected terms shall be deemed incorporated into the Side Letter and shall apply to BFO as if originally set forth therein, effective as of the date of BFO's admission to the Fund (or, in the case of terms granted at a subsequent close, as of the date of such subsequent close).

Excluded Terms / Carve-outs. Notwithstanding the foregoing, the MFN Rights shall not apply to:

(i) Terms granted to limited partners committing Two Hundred Million Dollars ($200,000,000) or more to the Fund ("Anchor Investors"). The Anchor Investor threshold of $200,000,000 represents approximately 13.33% of the Fund's target size. For the avoidance of doubt, BFO acknowledges that Anchor Investors may receive preferential economic or governance terms that are not available to limited partners committing less than $200,000,000, and BFO's MFN Rights shall not entitle BFO to elect any such Anchor Investor-specific terms;

(ii) Regulatory accommodations or modifications to the LPA that are specifically required for or driven by the regulatory status of (A) employee benefit plans and other investors subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (B) tax-exempt investors described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or (C) governmental plan investors as defined in Section 414(d) of the Code, in each case to the extent that such accommodations are necessary to permit such investors to invest in or hold their interests in the Fund in compliance with applicable law; and

(iii) Terms made available to affiliates of the General Partner or Meridian Peak Capital Advisors LLC (the "Adviser"), including without limitation any employee co-investment or seed investor arrangements.

Continuing Application. BFO's MFN Rights shall apply to terms granted at any close of the Fund, including the initial close and all subsequent interim and final closes, and shall remain in effect for the duration of the Fund's term.

SECTION 3: EXCUSE / EXCLUSION RIGHTS

Grant of Excuse Rights. BFO shall have the right to elect to be excused from participation in any Fund investment that involves any of the following categories (each, an "Excusable Investment"):

(a) Cannabis-Related Assets. Any direct or indirect investment in entities engaged in the cultivation, processing, distribution, or sale of cannabis or cannabis-derived products, including but not limited to multi-state operators, cannabis-related real estate, cannabis-focused financial services, and ancillary cannabis businesses, regardless of whether such activities are lawful under the laws of the applicable jurisdiction;

(b) Gaming or Casino Properties. Any direct or indirect investment in gaming or casino properties, including hotel-casino complexes, gaming operating companies, online gaming or sports betting platforms, and any entity deriving a material portion of its revenues from gaming operations;

(c) Sanctioned Jurisdictions. Any investment in jurisdictions subject to comprehensive U.S. sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury or otherwise subject to restrictions under applicable U.S. sanctions laws, regulations, or executive orders, including but not limited to the jurisdictions of Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as such list may be amended from time to time; and

(d) ERISA Plan Asset Investments. Any investment that would cause BFO or its assets to be treated as holding "plan assets" within the meaning of Section 3(42) of ERISA or the Plan Asset Regulations promulgated thereunder by the U.S. Department of Labor (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA).

Exercise Mechanics. Upon receipt of a capital call notice from the General Partner identifying a proposed investment, BFO may deliver written notice to the General Partner within fifteen (15) business days following receipt of such capital call notice (an "Excuse Election Notice") electing to be excused from participation in such investment. The capital call notice shall contain sufficient information regarding the proposed investment to enable BFO to determine whether such investment constitutes an Excusable Investment within the meaning of the categories set forth above.

Effect of Excuse. If BFO delivers a timely Excuse Election Notice with respect to an investment, BFO's unfunded commitment to the Fund shall be reduced on a dollar-for-dollar basis by the amount of the capital call attributable to such excused investment. BFO shall not be entitled to any distribution or return attributable to an investment from which it has been excused, nor shall BFO bear any loss attributable thereto.

Excuse Cap. BFO proposes that there be no aggregate cap on excuse elections, such that BFO may exercise its excuse right with respect to any number of Excusable Investments without limitation. [Note: This point is open for negotiation. BFO's preferred position is that excuse elections be uncapped. BFO's fallback position, offered on a without-prejudice basis, would accept an aggregate cap on excuse elections equal to 25% of BFO's aggregate Commitment, or $18,750,000.]

Deemed Waiver. The excuse right is an affirmative election by BFO that must be exercised in accordance with the mechanics described above. BFO's failure to deliver a timely Excuse Election Notice with respect to any investment shall be deemed a waiver of BFO's excuse right with respect to such investment, and BFO shall be obligated to fund its pro rata share of the applicable capital call in accordance with the LPA.

SECTION 4: MANAGEMENT FEE REDUCTION

Standard Fee (per LPA). Under the terms of the LPA, each limited partner is subject to a management fee calculated as follows:

• During the Investment Period: 1.75% per annum, calculated on each limited partner's capital commitment to the Fund.

• Post-Investment Period: 1.50% per annum, calculated on the aggregate invested capital of such limited partner (net of returns of capital and write-downs).

Proposed Reduced Fee for BFO. In consideration of BFO's significant capital commitment and its strategic importance to the Fund, BFO requests that the management fee applicable to BFO be reduced as follows:

• During the Investment Period: 1.50% per annum on BFO's committed capital, representing a reduction of twenty-five (25) basis points from the standard rate set forth in the LPA.

• Post-Investment Period: 1.25% per annum on BFO's invested capital, representing a reduction of twenty-five (25) basis points from the standard post-investment period rate set forth in the LPA.

Economic Impact. The proposed fee reduction would result in the following estimated savings to BFO during the investment period:

Post-investment period savings will depend on the amount of invested capital outstanding and will be calculated on an actual basis as of the end of each applicable fee period.

Effective Date. The reduced management fee shall apply to BFO's Commitment commencing on the date of BFO's admission to the Fund as a limited partner and shall continue for the duration of the Fund's term (including any extension thereof). The fee reduction is personal to BFO and shall not affect the management fees payable by any other limited partner of the Fund.

SECTION 5: PLACEMENT AGENT FEE OFFSET

Placement Agent. Pinnacle Capital Markets LLC ("Pinnacle"), a Delaware limited liability company and a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, has been engaged by the Fund as its exclusive placement agent in connection with the offering of limited partnership interests in the Fund.

Applicable Placement Agent Fee. Pursuant to the placement agent agreement between the Fund and Pinnacle, the placement agent fee applicable to BFO's Commitment is 1.0% of BFO's aggregate capital commitment to the Fund, equal to $750,000 ($75,000,000 × 1.0%).

Proposed Offset. BFO requests that 100% of the placement agent fee attributable to BFO's Commitment — that is, the full $750,000 — be offset against the management fees otherwise payable by BFO to the Fund. The offset shall be applied ratably over the first four (4) calendar quarters following BFO's admission to the Fund as a limited partner, resulting in a management fee credit of $187,500 per quarter during such four-quarter period.

Application of Offset. The placement agent fee offset shall reduce only the management fee obligations of BFO and shall not reduce or otherwise affect the management fees payable by any other limited partner of the Fund. In the event that the management fee credit in any quarter exceeds BFO's management fee obligation for such quarter (which could occur due to the combination of the reduced management fee set forth in Section 4 and the placement agent fee offset), the excess credit shall be carried forward and applied against BFO's management fee obligations in subsequent quarters until fully utilized.

SECTION 6: CO-INVESTMENT RIGHTS

Grant of Co-Investment Rights. The General Partner shall offer BFO a pro rata co-investment opportunity in connection with any Fund investment in which the aggregate equity committed by the Fund to such investment exceeds One Hundred Million Dollars ($100,000,000) (each such opportunity, a "Co-Investment Opportunity").

Terms of Co-Investment. Co-investments made by BFO pursuant to a Co-Investment Opportunity shall be offered on a no management fee and no carried interest basis. BFO shall bear its pro rata share of any transaction expenses, broken deal costs, and other direct costs associated with the applicable co-investment, as reasonably determined by the General Partner.

Allocation. BFO's co-investment allocation in respect of any Co-Investment Opportunity shall be up to BFO's pro rata share, calculated based on BFO's percentage of total capital commitments to the Fund as of the date of the applicable co-investment. For illustrative purposes, assuming the Fund reaches its target size of $1,500,000,000, BFO's pro rata share would be approximately 5.0%.

Notice. The General Partner shall provide BFO with written notice of each Co-Investment Opportunity (a "Co-Investment Notice") at least ten (10) business days prior to the anticipated closing of the applicable investment. Each Co-Investment Notice shall include a description of the proposed investment, the expected aggregate equity commitment by the Fund, BFO's proposed co-investment allocation, the anticipated closing date, and such other information as the General Partner deems relevant or as BFO may reasonably request.

Election. BFO shall have the right, but not the obligation, to participate in any Co-Investment Opportunity. BFO's election to participate in or decline any Co-Investment Opportunity shall be made by written notice to the General Partner within ten (10) business days following receipt of the applicable Co-Investment Notice. BFO's election to participate in or decline any Co-Investment Opportunity shall not affect BFO's rights or obligations under the LPA or the Side Letter.

Co-Investment Vehicle. Co-investments by BFO may be made through a special purpose co-investment vehicle established by the General Partner for the applicable investment, subject to the terms and conditions of the governing documents of such vehicle being reasonably acceptable to BFO. The General Partner shall provide BFO with draft governing documents for any such co-investment vehicle within a reasonable time in advance of the anticipated closing.

SECTION 7: ENHANCED REPORTING

Quarterly Reports. The Fund shall deliver to BFO quarterly portfolio-level reports (each, a "Quarterly Report") within forty-five (45) days following the end of each fiscal quarter. Each Quarterly Report shall include, at a minimum, the following information:

(a) a summary of all portfolio investments held by the Fund as of the end of such quarter, including the name, sector, geography, and investment date of each portfolio company or asset;

(b) current fair market valuations for each portfolio investment, prepared in accordance with the Fund's valuation policy and applicable accounting standards;

(c) a detailed capital account statement for BFO, reflecting contributions, distributions, allocations of income and loss, and the ending capital account balance;

(d) investment performance data, including gross and net internal rates of return and multiples of invested capital, on both an individual investment and aggregate portfolio basis; and

(e) a summary of any material events affecting the Fund or its portfolio investments during such quarter, including but not limited to dispositions, refinancings, material impairments, and follow-on investments.

The delivery of Quarterly Reports within forty-five (45) days represents an enhancement relative to the standard reporting timeline set forth in the LPA, and BFO acknowledges that the General Partner's ability to meet this accelerated timeline may depend on the availability of information from portfolio companies and third-party service providers.

Annual Audited Financial Statements. The Fund shall deliver to BFO audited annual financial statements within ninety (90) days following the end of each fiscal year. The annual audit shall be conducted by Brockton Marsh & Associates LLP or such other nationally recognized independent accounting firm as the General Partner may select in its reasonable discretion.

ESG Reporting. The Fund shall provide BFO with an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, to be delivered concurrently with the annual audited financial statements. The ESG report shall address, at a minimum, the Fund's approach to responsible investment, material ESG risks and opportunities within the portfolio, and any ESG-related metrics or data collected from portfolio companies during the applicable reporting period.

Ad Hoc Information Requests. The General Partner shall respond to reasonable information requests by BFO in a timely manner, subject to the General Partner's confidentiality obligations to portfolio companies, other limited partners, and third parties. BFO acknowledges that certain information may be subject to restrictions on disclosure and that the General Partner shall have no obligation to disclose information to the extent such disclosure would violate applicable law, contractual obligations, or fiduciary duties. The General Partner and BFO shall cooperate in good faith to accommodate BFO's information needs within such constraints.

SECTION 8: KEY PERSON ENHANCEMENT

LPA Baseline. The LPA contains key person provisions (as set forth in Article VII thereof) with respect to certain identified key persons of Meridian Peak Capital Advisors LLC (the "Adviser"), the departure of whom may trigger specified consequences, including a suspension of the investment period, as further described in the LPA.

Enhanced Key Person Provision for BFO. In addition to, and without limiting, any key person provisions set forth in the LPA, the Side Letter shall provide that the departure (whether voluntary or involuntary, including by reason of death, disability, termination, retirement, or any other cause) of either:

(i) Conrad J. Ellsworth, Co-Founder, Managing Partner & Chief Executive Officer of the Adviser, or

(ii) Priya Narayan, Co-Founder, Managing Partner & Chief Investment Officer of the Adviser,

from active, day-to-day involvement in the investment activities of the Fund shall constitute a "BFO Key Person Event." Upon the occurrence of a BFO Key Person Event, the investment period of the Fund shall be suspended for a period of ninety (90) days (the "Suspension Period"), commencing on the date on which the General Partner delivers written notice to BFO of the occurrence of such BFO Key Person Event (or, if the General Partner fails to deliver such notice, on the date on which BFO otherwise becomes aware of such event).

Election Right. During the Suspension Period, BFO shall have the right, exercisable by delivery of written notice to the General Partner at any time prior to the expiration of the Suspension Period, to elect to cease participation in future capital calls for the remainder of the Fund's term. If BFO delivers such election notice, BFO's unfunded commitment shall be permanently reduced to zero, and BFO shall have no further obligation to fund capital calls from and after the date of such election. BFO shall retain its interest in all investments funded prior to the date of such election and shall continue to receive distributions in respect thereof in accordance with the LPA.

Personal to BFO. The enhanced key person provision set forth in this Section 8, including the Suspension Period and the election right, are personal to BFO and shall not affect the rights, obligations, or remedies of any other limited partner of the Fund under the LPA or any other side letter or agreement.

SECTION 9: TRANSFER RIGHTS

Permitted Transfers Without GP Consent. Notwithstanding any provision in the LPA to the contrary, BFO shall have the right to transfer all or any portion of its limited partnership interest in the Fund (including its rights under the Side Letter) to any entity that is directly or indirectly owned or controlled by the Hargrove family (each, a "Hargrove Family Entity") without the prior written consent of the General Partner.

Conditions to Transfer. Any transfer to a Hargrove Family Entity pursuant to this Section 9 shall be subject to the following conditions:

(i) compliance with all applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended, and any applicable state "blue sky" laws;

(ii) receipt by the General Partner of a written opinion of counsel to the transferor (which counsel shall be reasonably acceptable to the General Partner) to the effect that such transfer is exempt from registration under applicable securities laws, if reasonably requested by the General Partner;

(iii) consideration by the General Partner of applicable tax matters, including the potential impact of such transfer on the Fund's tax status, and delivery of such tax-related representations, warranties, and indemnities as the General Partner may reasonably require; and

(iv) execution and delivery by the transferee of such documents and instruments as the General Partner may reasonably require, including without limitation a written agreement to be bound by the terms of the LPA, the Side Letter, and the Fund's subscription agreement.

Transfers to Non-Hargrove Family Entities. The General Partner's right to withhold consent for transfers of BFO's limited partnership interest to any person or entity that is not a Hargrove Family Entity is expressly preserved in accordance with the provisions of the LPA.

SECTION 10: CONFIDENTIALITY CARVE-OUTS

Permitted Disclosures. Notwithstanding any confidentiality, non-disclosure, or similar provisions contained in the LPA, the PPM, or any subscription agreement or other agreement entered into by BFO in connection with its investment in the Fund, BFO shall be permitted to disclose information regarding the Fund, its portfolio investments, and the terms of the Side Letter (collectively, "Confidential Information") to the following persons and entities:

(a) BFO's legal, tax, and accounting advisors, including without limitation Calderwood & Harkness LLP and such other professional advisors as BFO may engage from time to time in connection with its investment in the Fund;

(b) members of the Hargrove family and employees, officers, directors, and agents of Hargrove family entities, in each case who have a need to know such information in connection with BFO's investment in the Fund or the management of the Hargrove family's investment affairs;

(c) regulatory authorities, governmental bodies, courts, or other judicial or administrative bodies, to the extent that disclosure is required by applicable law, regulation, subpoena, civil investigative demand, or similar legal process, provided that BFO shall, to the extent legally permissible and practicable, provide the General Partner with prompt written notice of any such required disclosure and cooperate with the General Partner in seeking a protective order or other appropriate remedy to limit the scope of such disclosure; and

(d) any bona fide prospective transferee of all or any portion of BFO's limited partnership interest in the Fund, subject to such prospective transferee's execution and delivery of a confidentiality agreement in form and substance reasonably satisfactory to the General Partner.

Confidentiality Obligations of Permitted Recipients. All permitted recipients described in clauses (a), (b), and (d) above shall be bound by confidentiality obligations no less restrictive than those applicable to BFO under the LPA, and BFO shall be responsible for any breach of such obligations by its permitted recipients. BFO shall use commercially reasonable efforts to cause its permitted recipients to comply with such obligations.

SECTION 11: TAX REPORTING — K-1 DELIVERY

Accelerated K-1 Delivery. The Fund shall use commercially reasonable efforts to deliver IRS Schedule K-1s (Form 1065) to BFO within seventy-five (75) days following the end of each fiscal year of the Fund. The standard K-1 delivery timeline under the LPA is one hundred twenty (120) days following the end of each fiscal year; the proposed seventy-five (75) day target represents an acceleration of forty-five (45) days relative to the standard timeline.

Estimated K-1 Information. If the Fund is unable to deliver final K-1s to BFO within the seventy-five (75) day period described above, the Fund shall, prior to the expiration of such seventy-five (75) day period, deliver to BFO estimated K-1 information in sufficient detail to enable BFO to prepare and file its federal and state income tax returns (including any extension thereof). Such estimated K-1 information shall include, at a minimum, BFO's estimated allocable share of each material item of income, gain, loss, deduction, and credit for the applicable fiscal year. Final K-1s shall be delivered to BFO as promptly as practicable following the completion of the Fund's annual audit.

Cooperation. The General Partner shall use commercially reasonable efforts to cooperate with BFO's tax advisors in connection with BFO's tax reporting obligations and shall provide such additional tax-related information as BFO may reasonably request from time to time.

SECTION 12: GOVERNING LAW AND MISCELLANEOUS

Governing Law. The Side Letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Relationship to LPA. The Side Letter shall supplement the LPA and, to the extent of any express conflict between the terms of the Side Letter and the terms of the LPA, the Side Letter shall supersede the corresponding provisions of the LPA solely as applied to BFO. For the avoidance of doubt, all provisions of the LPA that are not expressly modified, supplemented, or superseded by the Side Letter shall remain in full force and effect and shall continue to apply to BFO in accordance with their terms.

Amendments. The Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by both BFO and the General Partner. No course of dealing, course of performance, or usage of trade shall operate as an amendment or waiver of any term of the Side Letter.

Binding Effect. The Side Letter shall be binding upon and inure to the benefit of the parties thereto and their respective successors and permitted assigns.

Counterparts. The Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be equally effective as delivery of an original executed counterpart.

Severability. If any provision of the Side Letter shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 13: CONDITIONS PRECEDENT

The execution and delivery of the definitive Side Letter by the parties shall be conditioned upon the satisfaction (or waiver by the applicable party) of each of the following conditions precedent:

(a) BFO Investment Committee Approval. Approval of BFO's investment committee, which requires the affirmative vote of at least three (3) of the four (4) members of such committee. Julian R. Hargrove, Managing Director & Chief Investment Officer of BFO, retains veto authority over any investment decision of the committee, and his affirmative vote shall be required for approval of BFO's Commitment to the Fund;

(b) Subscription Agreement. BFO's execution and delivery of the Fund's subscription agreement and investor questionnaire, together with all ancillary documentation required thereunder;

(c) Acceptance by General Partner. The General Partner's acceptance of BFO as a limited partner of the Fund, following completion of the General Partner's customary anti-money laundering, know-your-customer, and investor qualification procedures; and

(d) Resolution of Open Points. Agreement by all parties on all bracketed and open points in the definitive Side Letter, including without limitation the open items identified in this Term Sheet (including the excuse cap referenced in Section 3 above) and any additional terms that may arise during the course of negotiations.

The parties shall use commercially reasonable efforts to satisfy the foregoing conditions precedent as promptly as practicable and shall cooperate in good faith to negotiate and finalize the definitive Side Letter.

NON-BINDING ACKNOWLEDGMENT

This Term Sheet is non-binding and is intended solely as a basis for discussion. No party shall have any obligation with respect to the transactions described herein unless and until a definitive Side Letter is executed and delivered by all parties. The transmission of this Term Sheet does not constitute an offer, an acceptance, or a commitment to invest, and each party reserves the right to terminate discussions at any time for any reason or no reason.

The undersigned acknowledge receipt of this Term Sheet and confirm their willingness to proceed with good faith negotiations toward the execution and delivery of a definitive Side Letter on the terms set forth herein, subject to all conditions and reservations stated above.

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Julian R. Hargrove

Title: Managing Director & Chief Investment Officer

Date: ________

By: ________

Name: Sandra M. Whitfield

Title: General Counsel

Date: ________

MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC

By: ________

Name: ________

Title: Authorized Signatory

Date: ________

MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.

By: Meridian Peak Capital Partners GP IV LLC, its General Partner

By: ________

Name: ________

Title: Authorized Signatory

Date: ________

CONTACT INFORMATION

For further discussion, questions, or the exchange of drafts and comments, please contact:

Counsel to Briarwood Family Office LLC:

Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017

Pamela Cross, Partner Theresa Kim, Lead Associate

Briarwood Family Office LLC:

Sandra M. Whitfield, General Counsel 780 Park Avenue, Suite 3200 New York, NY 10021

Counsel to Meridian Peak Capital Partners GP IV LLC and Meridian Peak Capital Partners Fund IV, L.P.:

Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110

Harrison K. Drummond, Partner Elaine C. Woodbury, Counsel

CONFIDENTIAL — SUBJECT TO NEGOTIATION. This document is protected by the attorney-client privilege and work product doctrine. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.

Calderwood & Harkness LLP	Ashford Crane & Hewitt LLP
Primary	Pamela Cross, Partner	Harrison K. Drummond, Partner
Secondary	Theresa Kim, Lead Associate	Elaine C. Woodbury, Counsel
Period	Standard Fee	Proposed Fee	Annual Savings
Investment Period (Years 1–4)	$75,000,000 × 1.75% = $1,312,500/yr	$75,000,000 × 1.50% = $1,125,000/yr	$187,500/yr
Cumulative (4-Year Investment Period)	$5,250,000	$4,500,000	$750,000

SIDE LETTER TERM SHEET — PROPOSED TERMS
Meridian Peak Capital Partners Fund IV, L.P.
CONFIDENTIAL — SUBJECT TO NEGOTIATION
February 7, 2024
Prepared by:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
On behalf of Briarwood Family Office LLC
Transmitted to:
Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110
Counsel to Meridian Peak Capital Partners GP IV LLC and Meridian Peak Capital Partners Fund IV, L.P.
Lead Contacts:
INTRODUCTORY PARAGRAPH / OVERVIEW
This term sheet (this "Term Sheet") sets forth the proposed terms for a side letter (the "Side Letter") to be entered into among Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership (the "Fund"), Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company and the general partner of the Fund (the "General Partner"), and Briarwood Family Office LLC, a Delaware limited liability company ("BFO" or the "Limited Partner"), in connection with BFO's proposed capital commitment to the Fund. The Side Letter, when executed and delivered, will supplement and, where expressly stated, modify the terms of the Fund IV Amended and Restated Agreement of Limited Partnership dated December 20, 2023 (the "LPA") as they apply solely to BFO. Reference is also made to the Fund IV Private Placement Memorandum dated December 15, 2023 (the "PPM" and, together with the LPA, the "Offering Documents").
This Term Sheet is for discussion purposes only, does not constitute a binding agreement or a commitment by any party, and is subject in all respects to the negotiation, execution, and delivery of definitive documentation reflecting the terms set forth herein, together with such additional terms and conditions as may be agreed upon by the parties. No party shall have any legal obligation to any other party by virtue of this Term Sheet, whether by way of estoppel, reliance, or otherwise, except as expressly set forth in the definitive Side Letter when and if executed by all parties. This Term Sheet supersedes all prior oral and written communications between the parties regarding the subject matter hereof but shall not limit the scope of any future negotiations.
All provisions of the LPA not expressly modified by the Side Letter shall remain in full force and effect as applied to BFO. The Side Letter, when executed, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law principles thereof.
Capitalized terms used but not defined in this Term Sheet shall have the meanings ascribed to them in the LPA or the PPM, as applicable.
SECTION 1: COMMITMENT AMOUNT
Proposed Capital Commitment. BFO proposes to make a capital commitment to the Fund in the aggregate amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), subject to the terms and conditions set forth herein and in the definitive Side Letter.
Fund Size Context. The Fund's target size is One Billion Five Hundred Million Dollars ($1,500,000,000), with a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000). BFO's proposed Commitment represents approximately 5.0% of the Fund's target size and approximately 4.29% of the Fund's hard cap, positioning BFO as a meaningful strategic limited partner in the Fund.
Investment Committee Approval. BFO's Commitment is subject to the approval of BFO's investment committee in accordance with BFO's internal governance procedures. BFO will use commercially reasonable efforts to obtain such approval promptly following the resolution of all open points reflected in this Term Sheet and the preparation of definitive documentation. The parties acknowledge that the investment committee approval process is an internal matter of BFO and that neither the General Partner nor the Fund shall have any obligation or liability arising from the timing or outcome of such process.
SECTION 2: MOST FAVORED NATION RIGHTS
Grant of MFN. The General Partner shall grant BFO most favored nation rights (the "MFN Rights") entitling BFO to elect to receive the benefit of any economic, governance, reporting, or other term granted to any other limited partner of the Fund that has committed Fifty Million Dollars ($50,000,000) or more to the Fund, to the extent that such term is more favorable to such other limited partner than the corresponding term applicable to BFO, whether such term is contained in any side letter, supplemental agreement, waiver, consent, or similar arrangement entered into between the General Partner (or the Fund) and such other limited partner.
Delivery of MFN Summary. Within fifteen (15) business days following (i) the close at which BFO is admitted to the Fund as a limited partner, or (ii) any subsequent close at which additional limited partners are admitted or existing limited partners increase their capital commitments, the General Partner shall deliver to BFO a written summary of all material terms contained in side letters and similar agreements entered into with other limited partners of the Fund whose capital commitments equal or exceed the $50,000,000 threshold (the "MFN Summary"). The MFN Summary may be redacted to the extent necessary to preserve the identity of specific limited partners, provided that such redactions do not obscure the substance of the terms being disclosed.
MFN Election Period. BFO shall have twenty (20) business days following receipt of each MFN Summary to deliver written notice to the General Partner (an "MFN Election Notice") electing to adopt any additional or more favorable terms identified in the MFN Summary (the "MFN Election Period"). Upon delivery of a valid MFN Election Notice, the elected terms shall be deemed incorporated into the Side Letter and shall apply to BFO as if originally set forth therein, effective as of the date of BFO's admission to the Fund (or, in the case of terms granted at a subsequent close, as of the date of such subsequent close).
Excluded Terms / Carve-outs. Notwithstanding the foregoing, the MFN Rights shall not apply to:
(i) Terms granted to limited partners committing Two Hundred Million Dollars ($200,000,000) or more to the Fund ("Anchor Investors"). The Anchor Investor threshold of $200,000,000 represents approximately 13.33% of the Fund's target size. For the avoidance of doubt, BFO acknowledges that Anchor Investors may receive preferential economic or governance terms that are not available to limited partners committing less than $200,000,000, and BFO's MFN Rights shall not entitle BFO to elect any such Anchor Investor-specific terms;
(ii) Regulatory accommodations or modifications to the LPA that are specifically required for or driven by the regulatory status of (A) employee benefit plans and other investors subject to Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (B) tax-exempt investors described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), or (C) governmental plan investors as defined in Section 414(d) of the Code, in each case to the extent that such accommodations are necessary to permit such investors to invest in or hold their interests in the Fund in compliance with applicable law; and
(iii) Terms made available to affiliates of the General Partner or Meridian Peak Capital Advisors LLC (the "Adviser"), including without limitation any employee co-investment or seed investor arrangements.
Continuing Application. BFO's MFN Rights shall apply to terms granted at any close of the Fund, including the initial close and all subsequent interim and final closes, and shall remain in effect for the duration of the Fund's term.
SECTION 3: EXCUSE / EXCLUSION RIGHTS
Grant of Excuse Rights. BFO shall have the right to elect to be excused from participation in any Fund investment that involves any of the following categories (each, an "Excusable Investment"):
(a) Cannabis-Related Assets. Any direct or indirect investment in entities engaged in the cultivation, processing, distribution, or sale of cannabis or cannabis-derived products, including but not limited to multi-state operators, cannabis-related real estate, cannabis-focused financial services, and ancillary cannabis businesses, regardless of whether such activities are lawful under the laws of the applicable jurisdiction;
(b) Gaming or Casino Properties. Any direct or indirect investment in gaming or casino properties, including hotel-casino complexes, gaming operating companies, online gaming or sports betting platforms, and any entity deriving a material portion of its revenues from gaming operations;
(c) Sanctioned Jurisdictions. Any investment in jurisdictions subject to comprehensive U.S. sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury or otherwise subject to restrictions under applicable U.S. sanctions laws, regulations, or executive orders, including but not limited to the jurisdictions of Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine, as such list may be amended from time to time; and
(d) ERISA Plan Asset Investments. Any investment that would cause BFO or its assets to be treated as holding "plan assets" within the meaning of Section 3(42) of ERISA or the Plan Asset Regulations promulgated thereunder by the U.S. Department of Labor (29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA).
Exercise Mechanics. Upon receipt of a capital call notice from the General Partner identifying a proposed investment, BFO may deliver written notice to the General Partner within fifteen (15) business days following receipt of such capital call notice (an "Excuse Election Notice") electing to be excused from participation in such investment. The capital call notice shall contain sufficient information regarding the proposed investment to enable BFO to determine whether such investment constitutes an Excusable Investment within the meaning of the categories set forth above.
Effect of Excuse. If BFO delivers a timely Excuse Election Notice with respect to an investment, BFO's unfunded commitment to the Fund shall be reduced on a dollar-for-dollar basis by the amount of the capital call attributable to such excused investment. BFO shall not be entitled to any distribution or return attributable to an investment from which it has been excused, nor shall BFO bear any loss attributable thereto.
Excuse Cap. BFO proposes that there be no aggregate cap on excuse elections, such that BFO may exercise its excuse right with respect to any number of Excusable Investments without limitation. [Note: This point is open for negotiation. BFO's preferred position is that excuse elections be uncapped. BFO's fallback position, offered on a without-prejudice basis, would accept an aggregate cap on excuse elections equal to 25% of BFO's aggregate Commitment, or $18,750,000.]
Deemed Waiver. The excuse right is an affirmative election by BFO that must be exercised in accordance with the mechanics described above. BFO's failure to deliver a timely Excuse Election Notice with respect to any investment shall be deemed a waiver of BFO's excuse right with respect to such investment, and BFO shall be obligated to fund its pro rata share of the applicable capital call in accordance with the LPA.
SECTION 4: MANAGEMENT FEE REDUCTION
Standard Fee (per LPA). Under the terms of the LPA, each limited partner is subject to a management fee calculated as follows:
•  During the Investment Period: 1.75% per annum, calculated on each limited partner's capital commitment to the Fund.
•  Post-Investment Period: 1.50% per annum, calculated on the aggregate invested capital of such limited partner (net of returns of capital and write-downs).
Proposed Reduced Fee for BFO. In consideration of BFO's significant capital commitment and its strategic importance to the Fund, BFO requests that the management fee applicable to BFO be reduced as follows:
•  During the Investment Period: 1.50% per annum on BFO's committed capital, representing a reduction of twenty-five (25) basis points from the standard rate set forth in the LPA.
•  Post-Investment Period: 1.25% per annum on BFO's invested capital, representing a reduction of twenty-five (25) basis points from the standard post-investment period rate set forth in the LPA.
Economic Impact. The proposed fee reduction would result in the following estimated savings to BFO during the investment period:
Post-investment period savings will depend on the amount of invested capital outstanding and will be calculated on an actual basis as of the end of each applicable fee period.
Effective Date. The reduced management fee shall apply to BFO's Commitment commencing on the date of BFO's admission to the Fund as a limited partner and shall continue for the duration of the Fund's term (including any extension thereof). The fee reduction is personal to BFO and shall not affect the management fees payable by any other limited partner of the Fund.
SECTION 5: PLACEMENT AGENT FEE OFFSET
Placement Agent. Pinnacle Capital Markets LLC ("Pinnacle"), a Delaware limited liability company and a broker-dealer registered with the U.S. Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority, has been engaged by the Fund as its exclusive placement agent in connection with the offering of limited partnership interests in the Fund.
Applicable Placement Agent Fee. Pursuant to the placement agent agreement between the Fund and Pinnacle, the placement agent fee applicable to BFO's Commitment is 1.0% of BFO's aggregate capital commitment to the Fund, equal to $750,000 ($75,000,000 × 1.0%).
Proposed Offset. BFO requests that 100% of the placement agent fee attributable to BFO's Commitment — that is, the full $750,000 — be offset against the management fees otherwise payable by BFO to the Fund. The offset shall be applied ratably over the first four (4) calendar quarters following BFO's admission to the Fund as a limited partner, resulting in a management fee credit of $187,500 per quarter during such four-quarter period.
Application of Offset. The placement agent fee offset shall reduce only the management fee obligations of BFO and shall not reduce or otherwise affect the management fees payable by any other limited partner of the Fund. In the event that the management fee credit in any quarter exceeds BFO's management fee obligation for such quarter (which could occur due to the combination of the reduced management fee set forth in Section 4 and the placement agent fee offset), the excess credit shall be carried forward and applied against BFO's management fee obligations in subsequent quarters until fully utilized.
SECTION 6: CO-INVESTMENT RIGHTS
Grant of Co-Investment Rights. The General Partner shall offer BFO a pro rata co-investment opportunity in connection with any Fund investment in which the aggregate equity committed by the Fund to such investment exceeds One Hundred Million Dollars ($100,000,000) (each such opportunity, a "Co-Investment Opportunity").
Terms of Co-Investment. Co-investments made by BFO pursuant to a Co-Investment Opportunity shall be offered on a no management fee and no carried interest basis. BFO shall bear its pro rata share of any transaction expenses, broken deal costs, and other direct costs associated with the applicable co-investment, as reasonably determined by the General Partner.
Allocation. BFO's co-investment allocation in respect of any Co-Investment Opportunity shall be up to BFO's pro rata share, calculated based on BFO's percentage of total capital commitments to the Fund as of the date of the applicable co-investment. For illustrative purposes, assuming the Fund reaches its target size of $1,500,000,000, BFO's pro rata share would be approximately 5.0%.
Notice. The General Partner shall provide BFO with written notice of each Co-Investment Opportunity (a "Co-Investment Notice") at least ten (10) business days prior to the anticipated closing of the applicable investment. Each Co-Investment Notice shall include a description of the proposed investment, the expected aggregate equity commitment by the Fund, BFO's proposed co-investment allocation, the anticipated closing date, and such other information as the General Partner deems relevant or as BFO may reasonably request.
Election. BFO shall have the right, but not the obligation, to participate in any Co-Investment Opportunity. BFO's election to participate in or decline any Co-Investment Opportunity shall be made by written notice to the General Partner within ten (10) business days following receipt of the applicable Co-Investment Notice. BFO's election to participate in or decline any Co-Investment Opportunity shall not affect BFO's rights or obligations under the LPA or the Side Letter.
Co-Investment Vehicle. Co-investments by BFO may be made through a special purpose co-investment vehicle established by the General Partner for the applicable investment, subject to the terms and conditions of the governing documents of such vehicle being reasonably acceptable to BFO. The General Partner shall provide BFO with draft governing documents for any such co-investment vehicle within a reasonable time in advance of the anticipated closing.
SECTION 7: ENHANCED REPORTING
Quarterly Reports. The Fund shall deliver to BFO quarterly portfolio-level reports (each, a "Quarterly Report") within forty-five (45) days following the end of each fiscal quarter. Each Quarterly Report shall include, at a minimum, the following information:
(a) a summary of all portfolio investments held by the Fund as of the end of such quarter, including the name, sector, geography, and investment date of each portfolio company or asset;
(b) current fair market valuations for each portfolio investment, prepared in accordance with the Fund's valuation policy and applicable accounting standards;
(c) a detailed capital account statement for BFO, reflecting contributions, distributions, allocations of income and loss, and the ending capital account balance;
(d) investment performance data, including gross and net internal rates of return and multiples of invested capital, on both an individual investment and aggregate portfolio basis; and
(e) a summary of any material events affecting the Fund or its portfolio investments during such quarter, including but not limited to dispositions, refinancings, material impairments, and follow-on investments.
The delivery of Quarterly Reports within forty-five (45) days represents an enhancement relative to the standard reporting timeline set forth in the LPA, and BFO acknowledges that the General Partner's ability to meet this accelerated timeline may depend on the availability of information from portfolio companies and third-party service providers.
Annual Audited Financial Statements. The Fund shall deliver to BFO audited annual financial statements within ninety (90) days following the end of each fiscal year. The annual audit shall be conducted by Brockton Marsh & Associates LLP or such other nationally recognized independent accounting firm as the General Partner may select in its reasonable discretion.
ESG Reporting. The Fund shall provide BFO with an annual environmental, social, and governance ("ESG") report covering the Fund's portfolio, to be delivered concurrently with the annual audited financial statements. The ESG report shall address, at a minimum, the Fund's approach to responsible investment, material ESG risks and opportunities within the portfolio, and any ESG-related metrics or data collected from portfolio companies during the applicable reporting period.
Ad Hoc Information Requests. The General Partner shall respond to reasonable information requests by BFO in a timely manner, subject to the General Partner's confidentiality obligations to portfolio companies, other limited partners, and third parties. BFO acknowledges that certain information may be subject to restrictions on disclosure and that the General Partner shall have no obligation to disclose information to the extent such disclosure would violate applicable law, contractual obligations, or fiduciary duties. The General Partner and BFO shall cooperate in good faith to accommodate BFO's information needs within such constraints.
SECTION 8: KEY PERSON ENHANCEMENT
LPA Baseline. The LPA contains key person provisions (as set forth in Article VII thereof) with respect to certain identified key persons of Meridian Peak Capital Advisors LLC (the "Adviser"), the departure of whom may trigger specified consequences, including a suspension of the investment period, as further described in the LPA.
Enhanced Key Person Provision for BFO. In addition to, and without limiting, any key person provisions set forth in the LPA, the Side Letter shall provide that the departure (whether voluntary or involuntary, including by reason of death, disability, termination, retirement, or any other cause) of either:
(i) Conrad J. Ellsworth, Co-Founder, Managing Partner & Chief Executive Officer of the Adviser, or
(ii) Priya Narayan, Co-Founder, Managing Partner & Chief Investment Officer of the Adviser,
from active, day-to-day involvement in the investment activities of the Fund shall constitute a "BFO Key Person Event." Upon the occurrence of a BFO Key Person Event, the investment period of the Fund shall be suspended for a period of ninety (90) days (the "Suspension Period"), commencing on the date on which the General Partner delivers written notice to BFO of the occurrence of such BFO Key Person Event (or, if the General Partner fails to deliver such notice, on the date on which BFO otherwise becomes aware of such event).
Election Right. During the Suspension Period, BFO shall have the right, exercisable by delivery of written notice to the General Partner at any time prior to the expiration of the Suspension Period, to elect to cease participation in future capital calls for the remainder of the Fund's term. If BFO delivers such election notice, BFO's unfunded commitment shall be permanently reduced to zero, and BFO shall have no further obligation to fund capital calls from and after the date of such election. BFO shall retain its interest in all investments funded prior to the date of such election and shall continue to receive distributions in respect thereof in accordance with the LPA.
Personal to BFO. The enhanced key person provision set forth in this Section 8, including the Suspension Period and the election right, are personal to BFO and shall not affect the rights, obligations, or remedies of any other limited partner of the Fund under the LPA or any other side letter or agreement.
SECTION 9: TRANSFER RIGHTS
Permitted Transfers Without GP Consent. Notwithstanding any provision in the LPA to the contrary, BFO shall have the right to transfer all or any portion of its limited partnership interest in the Fund (including its rights under the Side Letter) to any entity that is directly or indirectly owned or controlled by the Hargrove family (each, a "Hargrove Family Entity") without the prior written consent of the General Partner.
Conditions to Transfer. Any transfer to a Hargrove Family Entity pursuant to this Section 9 shall be subject to the following conditions:
(i) compliance with all applicable federal and state securities laws, including without limitation the Securities Act of 1933, as amended, and any applicable state "blue sky" laws;
(ii) receipt by the General Partner of a written opinion of counsel to the transferor (which counsel shall be reasonably acceptable to the General Partner) to the effect that such transfer is exempt from registration under applicable securities laws, if reasonably requested by the General Partner;
(iii) consideration by the General Partner of applicable tax matters, including the potential impact of such transfer on the Fund's tax status, and delivery of such tax-related representations, warranties, and indemnities as the General Partner may reasonably require; and
(iv) execution and delivery by the transferee of such documents and instruments as the General Partner may reasonably require, including without limitation a written agreement to be bound by the terms of the LPA, the Side Letter, and the Fund's subscription agreement.
Transfers to Non-Hargrove Family Entities. The General Partner's right to withhold consent for transfers of BFO's limited partnership interest to any person or entity that is not a Hargrove Family Entity is expressly preserved in accordance with the provisions of the LPA.
SECTION 10: CONFIDENTIALITY CARVE-OUTS
Permitted Disclosures. Notwithstanding any confidentiality, non-disclosure, or similar provisions contained in the LPA, the PPM, or any subscription agreement or other agreement entered into by BFO in connection with its investment in the Fund, BFO shall be permitted to disclose information regarding the Fund, its portfolio investments, and the terms of the Side Letter (collectively, "Confidential Information") to the following persons and entities:
(a) BFO's legal, tax, and accounting advisors, including without limitation Calderwood & Harkness LLP and such other professional advisors as BFO may engage from time to time in connection with its investment in the Fund;
(b) members of the Hargrove family and employees, officers, directors, and agents of Hargrove family entities, in each case who have a need to know such information in connection with BFO's investment in the Fund or the management of the Hargrove family's investment affairs;
(c) regulatory authorities, governmental bodies, courts, or other judicial or administrative bodies, to the extent that disclosure is required by applicable law, regulation, subpoena, civil investigative demand, or similar legal process, provided that BFO shall, to the extent legally permissible and practicable, provide the General Partner with prompt written notice of any such required disclosure and cooperate with the General Partner in seeking a protective order or other appropriate remedy to limit the scope of such disclosure; and
(d) any bona fide prospective transferee of all or any portion of BFO's limited partnership interest in the Fund, subject to such prospective transferee's execution and delivery of a confidentiality agreement in form and substance reasonably satisfactory to the General Partner.
Confidentiality Obligations of Permitted Recipients. All permitted recipients described in clauses (a), (b), and (d) above shall be bound by confidentiality obligations no less restrictive than those applicable to BFO under the LPA, and BFO shall be responsible for any breach of such obligations by its permitted recipients. BFO shall use commercially reasonable efforts to cause its permitted recipients to comply with such obligations.
SECTION 11: TAX REPORTING — K-1 DELIVERY
Accelerated K-1 Delivery. The Fund shall use commercially reasonable efforts to deliver IRS Schedule K-1s (Form 1065) to BFO within seventy-five (75) days following the end of each fiscal year of the Fund. The standard K-1 delivery timeline under the LPA is one hundred twenty (120) days following the end of each fiscal year; the proposed seventy-five (75) day target represents an acceleration of forty-five (45) days relative to the standard timeline.
Estimated K-1 Information. If the Fund is unable to deliver final K-1s to BFO within the seventy-five (75) day period described above, the Fund shall, prior to the expiration of such seventy-five (75) day period, deliver to BFO estimated K-1 information in sufficient detail to enable BFO to prepare and file its federal and state income tax returns (including any extension thereof). Such estimated K-1 information shall include, at a minimum, BFO's estimated allocable share of each material item of income, gain, loss, deduction, and credit for the applicable fiscal year. Final K-1s shall be delivered to BFO as promptly as practicable following the completion of the Fund's annual audit.
Cooperation. The General Partner shall use commercially reasonable efforts to cooperate with BFO's tax advisors in connection with BFO's tax reporting obligations and shall provide such additional tax-related information as BFO may reasonably request from time to time.
SECTION 12: GOVERNING LAW AND MISCELLANEOUS
Governing Law. The Side Letter shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Relationship to LPA. The Side Letter shall supplement the LPA and, to the extent of any express conflict between the terms of the Side Letter and the terms of the LPA, the Side Letter shall supersede the corresponding provisions of the LPA solely as applied to BFO. For the avoidance of doubt, all provisions of the LPA that are not expressly modified, supplemented, or superseded by the Side Letter shall remain in full force and effect and shall continue to apply to BFO in accordance with their terms.
Amendments. The Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by both BFO and the General Partner. No course of dealing, course of performance, or usage of trade shall operate as an amendment or waiver of any term of the Side Letter.
Binding Effect. The Side Letter shall be binding upon and inure to the benefit of the parties thereto and their respective successors and permitted assigns.
Counterparts. The Side Letter may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by electronic transmission (including PDF) shall be equally effective as delivery of an original executed counterpart.
Severability. If any provision of the Side Letter shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
SECTION 13: CONDITIONS PRECEDENT
The execution and delivery of the definitive Side Letter by the parties shall be conditioned upon the satisfaction (or waiver by the applicable party) of each of the following conditions precedent:
(a) BFO Investment Committee Approval. Approval of BFO's investment committee, which requires the affirmative vote of at least three (3) of the four (4) members of such committee. Julian R. Hargrove, Managing Director & Chief Investment Officer of BFO, retains veto authority over any investment decision of the committee, and his affirmative vote shall be required for approval of BFO's Commitment to the Fund;
(b) Subscription Agreement. BFO's execution and delivery of the Fund's subscription agreement and investor questionnaire, together with all ancillary documentation required thereunder;
(c) Acceptance by General Partner. The General Partner's acceptance of BFO as a limited partner of the Fund, following completion of the General Partner's customary anti-money laundering, know-your-customer, and investor qualification procedures; and
(d) Resolution of Open Points. Agreement by all parties on all bracketed and open points in the definitive Side Letter, including without limitation the open items identified in this Term Sheet (including the excuse cap referenced in Section 3 above) and any additional terms that may arise during the course of negotiations.
The parties shall use commercially reasonable efforts to satisfy the foregoing conditions precedent as promptly as practicable and shall cooperate in good faith to negotiate and finalize the definitive Side Letter.
NON-BINDING ACKNOWLEDGMENT
This Term Sheet is non-binding and is intended solely as a basis for discussion. No party shall have any obligation with respect to the transactions described herein unless and until a definitive Side Letter is executed and delivered by all parties. The transmission of this Term Sheet does not constitute an offer, an acceptance, or a commitment to invest, and each party reserves the right to terminate discussions at any time for any reason or no reason.
The undersigned acknowledge receipt of this Term Sheet and confirm their willingness to proceed with good faith negotiations toward the execution and delivery of a definitive Side Letter on the terms set forth herein, subject to all conditions and reservations stated above.
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Julian R. Hargrove
Title: Managing Director & Chief Investment Officer
Date: ________
or
By: ________
Name: Sandra M. Whitfield
Title: General Counsel
Date: ________
MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC
By: ________
Name: ________
Title: Authorized Signatory
Date: ________
MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.
By: Meridian Peak Capital Partners GP IV LLC, its General Partner
By: ________
Name: ________
Title: Authorized Signatory
Date: ________
CONTACT INFORMATION
For further discussion, questions, or the exchange of drafts and comments, please contact:
Counsel to Briarwood Family Office LLC:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Pamela Cross, Partner Theresa Kim, Lead Associate
Briarwood Family Office LLC:
Sandra M. Whitfield, General Counsel 780 Park Avenue, Suite 3200 New York, NY 10021
Counsel to Meridian Peak Capital Partners GP IV LLC and Meridian Peak Capital Partners Fund IV, L.P.:
Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110
Harrison K. Drummond, Partner Elaine C. Woodbury, Counsel
CONFIDENTIAL — SUBJECT TO NEGOTIATION. This document is protected by the attorney-client privilege and work product doctrine. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this document in error, please notify the sender immediately and destroy all copies.
Calderwood & Harkness LLP | Ashford Crane & Hewitt LLP
Primary | Pamela Cross, Partner | Harrison K. Drummond, Partner
Secondary | Theresa Kim, Lead Associate | Elaine C. Woodbury, Counsel
Period | Standard Fee | Proposed Fee | Annual Savings
Investment Period (Years 1–4) | $75,000,000 × 1.75% = $1,312,500/yr | $75,000,000 × 1.50% = $1,125,000/yr | $187,500/yr
Cumulative (4-Year Investment Period) | $5,250,000 | $4,500,000 | $750,000

SIDE LETTER TERM SHEET — PROPOSED TERMS

INTRODUCTORY PARAGRAPH / OVERVIEW

SECTION 1: COMMITMENT AMOUNT

SECTION 2: MOST FAVORED NATION RIGHTS

SECTION 3: EXCUSE / EXCLUSION RIGHTS

SECTION 4: MANAGEMENT FEE REDUCTION

SECTION 5: PLACEMENT AGENT FEE OFFSET

SECTION 6: CO-INVESTMENT RIGHTS

SECTION 7: ENHANCED REPORTING

SECTION 8: KEY PERSON ENHANCEMENT

SECTION 9: TRANSFER RIGHTS

SECTION 10: CONFIDENTIALITY CARVE-OUTS

SECTION 12: GOVERNING LAW AND MISCELLANEOUS

SECTION 13: CONDITIONS PRECEDENT

NON-BINDING ACKNOWLEDGMENT

BRIARWOOD FAMILY OFFICE LLC

MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC

MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.

CONTACT INFORMATION

Record

Parties

Dates

Amounts