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

revised-side-letter-term-sheet.docx DOCUMENT Funds

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PRIVILEGED & CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY

REVISED SIDE-LETTER TERM SHEET

Proposed Side-Letter Terms in Connection with the Limited Partnership Commitment of Briarwood Family Office LLC to Meridian Peak Capital Partners Fund IV, L.P.

February 21, 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 As counsel to Meridian Peak Capital Partners GP IV LLC and Meridian Peak Capital Partners Fund IV, L.P.

This Revised Term Sheet supersedes the Initial Side-Letter Term Sheet dated February 7, 2024, and reflects certain revisions to the terms proposed therein following receipt and review of counsel's markup dated February 14, 2024. All references to the "Initial Term Sheet" refer to the Initial Side-Letter Term Sheet dated February 7, 2024. All references to the "GP Markup" refer to the markup transmitted by Ashford Crane & Hewitt LLP on behalf of the GP and dated February 14, 2024. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the LPA (as defined below) unless otherwise indicated.

Calderwood & Harkness LLP Matter No. 1026-00001

Section 1: Parties and Transaction Overview

1.1 Parties. The following parties are anticipated to be parties to the definitive side letter agreement (the "Side Letter") to be negotiated and executed in connection with the transactions described herein:

Prospective Limited Partner: Briarwood Family Office LLC, a Delaware limited liability company ("BFO" or the "Investor"), with its principal office located at 780 Park Avenue, Suite 3200, New York, NY 10021. BFO is a single-family office established for the benefit of the Hargrove family and is managed by Julian R. Hargrove, Managing Director and Chief Investment Officer.

The Fund: Meridian Peak Capital Partners Fund IV, L.P., a Delaware limited partnership ("Fund IV" or the "Fund"), with Employer Identification Number (EIN) 92-1684537. Fund IV is a closed-end private equity real estate fund organized for the purpose of making equity and equity-related investments in commercial real estate assets and operating platforms primarily located in the United States.

General Partner: Meridian Peak Capital Partners GP IV LLC, a Delaware limited liability company ("GP"), with EIN 92-1672483. The GP serves as the sole general partner of the Fund and is responsible for the management, operation, and investment activities of the Fund in accordance with the terms of the LPA.

Fund Sponsor: Meridian Peak Capital Advisors LLC, a Delaware limited liability company ("MPCA"), the sole member of the GP, with its principal office located at 200 Clarendon Street, 42nd Floor, Boston, MA 02116. MPCA is the investment advisory entity through which the senior principals of the Meridian Peak platform conduct their fund management and advisory activities.

1.2 Proposed Commitment

BFO's proposed capital commitment to Fund IV is Seventy-Five Million Dollars ($75,000,000) (the "Commitment"). In the context of the Fund's overall capitalization parameters:

• Fund IV Target Size: $1,500,000,000. BFO's Commitment represents approximately 5.0% of the Fund's target size.

• Fund IV Hard Cap: $1,750,000,000. BFO's Commitment represents approximately 4.29% of the Fund's hard cap.

BFO's Commitment is subject to the negotiation and execution of a mutually acceptable Side Letter incorporating the terms described herein, together with the completion of customary subscription documentation and satisfaction of applicable know-your-customer and anti-money laundering verification requirements.

1.3 Governing Documents

The terms of BFO's investment in Fund IV shall be governed by the following documents, each of which has been reviewed by Calderwood & Harkness LLP on behalf of BFO:

• The Amended and Restated Agreement of Limited Partnership of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 20, 2023 (the "LPA"), including all exhibits, schedules, and supplements thereto;

• The Confidential Private Placement Memorandum of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 15, 2023 (the "PPM"), including all supplements thereto; and

• The Side Letter to be negotiated and executed by BFO, the GP, and the Fund in connection with BFO's admission as a limited partner of Fund IV.

The Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, consistent with the governing law provisions of the LPA. In the event of any conflict or inconsistency between the terms of the Side Letter and the terms of the LPA, the terms of the Side Letter shall control with respect to BFO, as more fully described in Section 12.2 below.

1.4 Anticipated Timeline

Based on the current fundraising timeline communicated by the GP and its placement agent, the parties anticipate the following key dates:

• Anticipated First Close: April 30, 2024. BFO intends to be admitted as a limited partner of the Fund at or prior to the first close, subject to the timely completion of Side Letter negotiations and execution of definitive documentation.

• Final Close Deadline: October 31, 2024. The Final Close Deadline is subject to extension by the GP in accordance with the terms of the LPA.

BFO and its counsel are prepared to work expeditiously toward finalization of the Side Letter in advance of the anticipated first close date. The parties' respective counsel are encouraged to schedule a call at their earliest mutual convenience to discuss the remaining open points identified in this Revised Term Sheet.

Section 2: Most Favored Nation Rights

MFN Right. BFO shall be entitled to elect to receive the benefit of any economic, governance, or other material term granted by the GP or the Fund (whether by side letter, amendment, waiver, or otherwise) to any other limited partner of Fund IV whose capital commitment to the Fund equals or exceeds Fifty Million Dollars ($50,000,000) (such other limited partners, the "MFN-Eligible LPs," and such terms, the "MFN-Eligible Terms"), subject only to the specific carve-outs and exclusions described below in this Section 2. The MFN right shall apply to any side letters, supplemental agreements, or other arrangements entered into at any closing of the Fund, whether at the first close, any interim close, or the final close.

Delivery of MFN Summary. Within fifteen (15) business days following the applicable closing at which BFO is admitted as a limited partner (or, if BFO has already been admitted, within fifteen (15) business days following any subsequent closing at which new limited partners are admitted or existing limited partners increase their capital commitments), the GP shall deliver to BFO a redacted summary (the "MFN Summary") of all material side-letter terms granted to MFN-Eligible LPs. The MFN Summary shall identify each MFN-Eligible Term with sufficient specificity to permit BFO to make an informed election, but may redact the identity of the limited partner to which such term was granted and any proprietary or commercially sensitive information of such limited partner. BFO acknowledges that the GP may redact the MFN Summary in accordance with its reasonable judgment, provided that such redaction does not obscure or materially alter the substance of any MFN-Eligible Term.

Note: The GP's markup dated February 14, 2024 proposed extending the MFN Summary delivery period from fifteen (15) business days to twenty (20) business days. BFO maintains its position that fifteen (15) business days is the appropriate delivery window. This provision remains an open point as of the date of this Revised Term Sheet.

MFN Election Period. BFO shall have twenty (20) business days following receipt of the MFN Summary to deliver written notice to the GP electing to adopt any one or more of the MFN-Eligible Terms identified therein (the "MFN Election Period"). Any MFN-Eligible Term so elected by BFO shall be deemed incorporated into the Side Letter as of the date of BFO's election notice and shall apply to BFO on the same terms and conditions as such term applies to the applicable MFN-Eligible LP. If BFO does not deliver an election notice within the MFN Election Period, BFO shall be deemed to have waived its right to elect such terms with respect to that particular closing; provided, however, that such waiver shall not affect BFO's MFN rights with respect to any subsequent closing.

Carve-Outs and Exclusions from MFN. The MFN right described above shall not apply to the following categories of terms, which are excluded from the scope of MFN-Eligible Terms:

(i) Anchor Investor Terms. Any terms granted exclusively to limited partners committing Two Hundred Million Dollars ($200,000,000) or more to Fund IV (each, an "Anchor Investor"), such threshold representing approximately 13.33% or more of the Fund's target size. This carve-out is intended to preserve the GP's ability to offer differentiated economics and governance rights to Anchor Investors in recognition of their outsized commitments, without triggering MFN elections by smaller investors.

(ii) Regulatory Accommodations. Any terms or accommodations specifically required for or tailored to (A) investors whose assets constitute "plan assets" under Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), (B) tax-exempt investors subject to the unrelated business taxable income rules of the Internal Revenue Code of 1986, as amended (the "Code"), (C) governmental plan investors subject to state or local government procurement, ethics, or investment laws, or (D) investors subject to specific regulatory requirements that necessitate non-standard terms, in each case solely to the extent that such accommodations are required to permit such investors to make or maintain their investment in the Fund in compliance with applicable law.

(iii) Affiliate Terms. Any terms made available to affiliates of the GP or MPCA, including any fund vehicles, managed accounts, or co-investment vehicles controlled by or affiliated with MPCA or its principals, to the extent that such terms reflect the affiliated nature of the relationship rather than arm's-length commercial terms.

Status Note: The MFN concept was accepted by the GP in its February 14 markup. The Anchor Investor threshold of $200,000,000 and the MFN Election Period of twenty (20) business days have been agreed between the parties. The sole remaining open point with respect to the MFN provision is the timing for delivery of the MFN Summary, where BFO maintains its position of fifteen (15) business days and the GP has proposed twenty (20) business days. BFO respectfully submits that fifteen (15) business days provides adequate time for the GP to prepare the MFN Summary and is consistent with market practice for institutional side letters involving commitments of this magnitude.

Section 3: Excuse / Exclusion Rights

3.1 Excuse Categories

BFO shall have the right to elect to be excused from participating in, and funding its pro rata share of capital calls with respect to, any Fund investment that falls within one or more of the following categories (each, an "Excuse Category"):

(a) Cannabis-Related Investments. Any investment in assets or businesses that derive a material portion of their revenues from the cultivation, processing, distribution, sale, or marketing of cannabis or cannabis-related products, whether legal or illegal under applicable federal or state law.

(b) Gaming and Casino Investments. Any investment in gaming or casino properties, or in businesses whose primary operations involve the conduct of legalized gambling, the operation of casinos, or the management of gaming facilities, including racetracks, card rooms, and online gaming platforms.

(c) Sanctioned Jurisdiction Investments. Any investment located in, or involving counterparties or assets situated in, jurisdictions that are subject to comprehensive economic sanctions administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including, without limitation, any jurisdiction designated as a sanctioned country or territory under Executive Orders administered by OFAC or under the regulations codified at 31 C.F.R. Parts 500-599.

(d) ERISA Plan Asset Investments. Any investment that would cause BFO, or any entity controlled by or affiliated with BFO, to be treated as holding "plan assets" within the meaning of Section 3(42) of ERISA or the regulations promulgated thereunder by the U.S. Department of Labor, or that would subject BFO to the prohibited transaction rules under Title I of ERISA or Section 4975 of the Code.

The Excuse Categories set forth above are intended to address specific investment policy restrictions, ethical guidelines, and legal requirements applicable to BFO and the Hargrove family's overall investment program. BFO acknowledges that the GP shall determine in good faith whether a proposed investment falls within any of the above Excuse Categories and shall identify such investments in the applicable capital call notice or in supplemental information provided to BFO in connection therewith.

3.2 Exercise Mechanics

Upon receipt of a capital call notice (or any supplemental information accompanying such notice) identifying a proposed investment that BFO reasonably determines falls within one or more of the Excuse Categories set forth in Section 3.1, BFO may exercise its excuse right by delivering written notice (an "Excuse Notice") to the GP within fifteen (15) business days following BFO's receipt of such capital call notice. The Excuse Notice shall identify the applicable Excuse Category or Categories and shall confirm BFO's election to be excused from funding its pro rata share of the capital call with respect to the identified investment.

The excuse right described herein is an affirmative election by BFO. The failure of BFO to deliver an Excuse Notice within the fifteen (15) business day period described above shall constitute a waiver of BFO's excuse right with respect to that particular investment. Such waiver shall not affect BFO's right to exercise its excuse right with respect to any subsequent investment falling within an Excuse Category.

3.3 Impact on Unfunded Commitment

In the event that BFO exercises its excuse right with respect to a particular investment, BFO's unfunded commitment to the Fund shall be reduced on a dollar-for-dollar basis by the amount of the capital call from which BFO has been excused. Such reduction shall be irrevocable and shall not be subject to reinstatement or recall. For the avoidance of doubt, BFO's excused capital shall not be re-allocated to other limited partners, and BFO's percentage interest in the Fund shall be adjusted accordingly on a going-forward basis to reflect the reduced unfunded commitment.

3.4 Aggregate Excuse Cap

The aggregate amount of capital calls from which BFO may be excused under this Section 3 shall be subject to a maximum cap (the "Excuse Cap"). The parties' respective positions on the Excuse Cap are as follows:

BFO's Position (Maintained): The Excuse Cap shall be equal to twenty-five percent (25%) of BFO's aggregate capital commitment, calculated as follows:

$75,000,000 × 25% = $18,750,000

BFO submits that a 25% Excuse Cap is appropriate and consistent with market practice for family office investors with established investment policy guidelines. The Excuse Categories identified in Section 3.1 are narrowly tailored and are unlikely to encompass a substantial portion of the Fund's anticipated investment program, and accordingly the 25% cap is expected to provide adequate headroom without materially impairing the GP's ability to deploy committed capital.

GP's Position (Per February 14 Markup): The Excuse Cap shall be equal to fifteen percent (15%) of BFO's aggregate capital commitment, calculated as follows:

$75,000,000 × 15% = $11,250,000

Status Note: The Excuse Cap remains an open point as of the date of this Revised Term Sheet. BFO maintains its 25% position as described above. Calderwood & Harkness LLP is prepared, in further negotiations and if necessary to facilitate resolution of this point, to discuss a potential compromise at 20% of aggregate commitment ($75,000,000 × 20% = $15,000,000), although BFO's stated position remains 25%.

Section 4: Management Fee Reduction

4.1 Reduced Fee Schedule

BFO shall be entitled to a reduced management fee schedule in lieu of the standard management fee rates set forth in the LPA. The reduced fee schedule shall apply as follows:

During the Investment Period (anticipated to be four (4) years from the Final Close):

BFO shall pay an annual management fee equal to 1.50% per annum on BFO's aggregate capital commitment (i.e., on the full $75,000,000 Commitment), reduced from the standard management fee rate of 1.75% per annum on committed capital as set forth in Section [•] of the LPA.

• Annual management fee on $75,000,000 Commitment at 1.50%: $1,125,000

• Annual management fee on $75,000,000 Commitment at standard 1.75%: $1,312,500

• Annual savings to BFO: $187,500

• Cumulative savings to BFO over the four-year Investment Period: $750,000

Post-Investment Period (from the expiration of the Investment Period through the termination of the Fund):

BFO shall pay an annual management fee equal to 1.25% per annum on invested capital (i.e., on the aggregate amount of BFO's capital contributions that have been invested in and not returned from portfolio investments), reduced from the standard post-Investment Period management fee rate of 1.50% per annum on invested capital as set forth in Section [•] of the LPA. This represents a twenty-five (25) basis point reduction from the standard rate.

The management fee shall be calculated and payable in accordance with the mechanics set forth in the LPA, including the quarterly payment schedule and the provisions governing the transition from a committed capital basis to an invested capital basis upon the expiration of the Investment Period. BFO's reduced fee rates shall be applied within the framework of the LPA's existing fee calculation and payment mechanics, with appropriate conforming adjustments to reflect the reduced rates described herein.

4.2 Carried Interest

BFO does not propose any modification to the carried interest structure set forth in the LPA. The GP shall be entitled to receive carried interest of twenty percent (20%) of the net profits of the Fund, calculated over a preferred return of eight percent (8%) per annum, on a whole-fund European-style waterfall basis, in each case as set forth in and calculated in accordance with the applicable provisions of the LPA. For the avoidance of doubt, the management fee reduction described in Section 4.1 shall not affect, reduce, or otherwise modify the carried interest payable to the GP.

4.3 Status Note

The GP accepted the reduced management fee concept in its February 14 markup, subject to minor drafting adjustments relating to the mechanics of the transition from committed capital to invested capital basis and the treatment of recycled capital. BFO's positions on the applicable fee rates (1.50% during the Investment Period and 1.25% post-Investment Period) are maintained as stated above, and BFO anticipates that the drafting adjustments referenced by the GP can be addressed in the definitive Side Letter without modification to the fee rates themselves.

Section 5: Placement Agent Fee Offset

Pinnacle Capital Markets LLC ("Pinnacle") serves as the exclusive placement agent for Fund IV pursuant to an engagement letter between MPCA and Pinnacle dated November 1, 2023 (the "Placement Agent Agreement"). Pursuant to the Placement Agent Agreement, Pinnacle is entitled to receive a placement fee in connection with BFO's capital commitment to the Fund.

The placement fee payable to Pinnacle in respect of BFO's Commitment is calculated as follows:

Placement Fee Rate: 1.0% BFO's Commitment: $75,000,000 Placement Fee Amount: 1.0% × $75,000,000 = $750,000

Proposed Offset. One hundred percent (100%) of the placement fee attributable to BFO's Commitment (i.e., $750,000) shall be offset against management fees payable by BFO to the Fund. The offset shall be applied ratably over the Investment Period, such that BFO shall receive an annual management fee credit of $187,500 ($750,000 ÷ 4 years) during each year of the Investment Period, in addition to the management fee reduction described in Section 4 above. For the avoidance of doubt, the placement fee offset shall be applied after giving effect to the reduced management fee rates described in Section 4.1, and shall be credited against the management fees actually payable by BFO at the reduced rate.

The combined effect of the management fee reduction (Section 4) and the placement fee offset (this Section 5) on BFO's aggregate fee burden during the Investment Period is summarized as follows:

Status Note: The GP accepted this provision in its February 14 markup without modification. BFO considers this provision agreed, subject to finalization of definitive drafting in the Side Letter.

Section 6: Co-Investment Rights

BFO shall have the right to participate in co-investment opportunities alongside the Fund on the terms and conditions set forth in this Section 6.

Eligibility Threshold. BFO's co-investment right shall apply to any Fund investment in which the total equity invested by the Fund (including any equity invested through parallel vehicles or alternative investment vehicles) exceeds One Hundred Million Dollars ($100,000,000) in a single transaction or a series of related transactions (each, a "Co-Investment Eligible Transaction").

No-Fee, No-Carry Basis. All co-investment participations by BFO shall be offered on a no-management-fee, no-carried-interest basis. BFO shall not be charged any management fee or performance allocation with respect to co-invested capital, and such co-invested capital shall not be subject to the carried interest provisions of the LPA. BFO acknowledges that co-invested capital may be subject to its pro rata share of transaction-specific expenses, broken deal expenses, and other direct costs allocable to the applicable co-investment, in each case as set forth in the definitive co-investment documentation.

Pro Rata Allocation. BFO's co-investment allocation in any Co-Investment Eligible Transaction shall not exceed BFO's pro rata share, calculated based on BFO's percentage commitment relative to the aggregate capital commitments of all limited partners participating in the Fund as of the date of the co-investment allocation. The GP shall have the right to allocate co-investment opportunities among multiple limited partners and other co-investors in its reasonable discretion, provided that BFO receives an allocation no less favorable than its pro rata share.

Advance Notice and Election Period. The GP shall provide BFO with reasonable advance notice of each co-investment opportunity, including a summary of the proposed investment, the anticipated equity requirement, and the co-investment allocation available to BFO. BFO shall have a minimum of ten (10) business days from receipt of such notice to elect in writing to participate in the co-investment (the "Co-Investment Election Period"). If BFO does not deliver an election notice within the Co-Investment Election Period, BFO shall be deemed to have declined to participate in such co-investment, and the GP shall be free to offer the available co-investment allocation to other limited partners or third-party co-investors.

Status Note: The GP accepted the co-investment concept in its February 14 markup, including the eligibility threshold ($100,000,000), the no-fee/no-carry structure, and the pro rata allocation methodology. However, the GP proposed limiting the Co-Investment Election Period to five (5) business days, citing the time-sensitive nature of transaction execution and the GP's need for certainty regarding available co-investment capital. BFO maintains its position of ten (10) business days in this Revised Term Sheet, as BFO's internal investment committee process requires adequate time to evaluate co-investment opportunities. BFO acknowledges the GP's concern regarding execution timelines and is prepared to discuss a potential compromise at seven (7) business days in further negotiations if necessary to resolve this point.

Section 7: Enhanced Reporting

7.1 Quarterly Reports

The GP shall deliver to BFO portfolio-level reports (each, a "Quarterly Report") within the timeframes specified below following the end of each calendar quarter during the term of the Fund. Each Quarterly Report shall include, at a minimum, the following information:

(a) Property-level performance data, including occupancy rates, net operating income, and capital expenditure summaries for each portfolio investment;

(b) Valuation summaries for each portfolio investment, including a description of the valuation methodology employed and any material changes in valuation from the prior quarter;

(c) Leverage metrics for the Fund and each portfolio investment, including loan-to-value ratios, debt service coverage ratios, interest rate information, and maturity profiles; and

(d) A summary of material events affecting the Fund's portfolio, including acquisitions, dispositions, refinancings, and material litigation or regulatory matters.

Delivery Timeline:

• For the quarters ending March 31, June 30, and September 30 (Q1, Q2, and Q3, respectively): within forty-five (45) days of the applicable quarter-end.

• For the quarter ending December 31 (Q4): within sixty (60) days of the quarter-end.

Revised Position: BFO concedes the GP's proposed extension from forty-five (45) days to sixty (60) days for Q4 quarterly reporting only, in recognition of the operational burden associated with year-end activities and annual audit preparation. BFO maintains its position of forty-five (45) days for Q1, Q2, and Q3 quarterly reporting.

7.2 Annual Audited Financial Statements

The GP shall use commercially reasonable efforts to deliver audited annual financial statements of the Fund to BFO within ninety (90) days of the end of each fiscal year of the Fund. The Fund's annual financial statements shall be audited by Brockton Marsh & Associates LLP or such other nationally or regionally recognized independent accounting firm as may be selected by the GP from time to time.

Revised Position: BFO accepts the GP's markup that the annual financial statement delivery obligation is subject to a "commercially reasonable efforts" qualifier, in recognition of the GP's dependence on the fund auditor's schedule and the potential for delays arising from audit-related matters outside the GP's direct control. BFO notes, however, that the GP should use its best efforts to ensure that the fund auditor prioritizes the delivery of the Fund's audited financial statements in a timely manner, and BFO reserves the right to request periodic status updates regarding the progress of the annual audit.

7.3 ESG Reporting

The GP shall provide annual environmental, social, and governance ("ESG") reporting to BFO, covering ESG factors across the Fund's portfolio investments. Such ESG reporting shall address, at a minimum, the Fund's energy consumption and carbon emissions data (to the extent reasonably available), workforce and labor practices, governance structures, and community impact for material portfolio investments.

Revised Position: BFO accepts the GP's markup that ESG reporting will be delivered as a component of the Fund's annual report, rather than as a standalone quarterly deliverable as initially proposed by BFO in the February 7 Initial Term Sheet. BFO acknowledges that the GP's ESG data collection and reporting capabilities are in the process of being developed and that quarterly ESG reporting would impose an unreasonable administrative burden at this stage.

7.4 Status Note

The reporting provisions described in this Section 7 have been substantially revised from the Initial Term Sheet to incorporate comments and proposals from the GP's February 14 markup. Specifically, BFO has made the following concessions on reporting matters:

• Q4 Quarterly Reporting Timeline: Extended from 45 days to 60 days.

• Annual Financial Statements: Accepted commercially reasonable efforts qualifier.

• ESG Reporting Frequency: Reduced from quarterly standalone deliverable to annual, delivered as part of the annual report.

These concessions are intended to demonstrate BFO's flexibility on reporting matters and to facilitate progress on the higher-priority commercial provisions that remain under negotiation, including the Excuse Cap (Section 3.4), the MFN Summary delivery timing (Section 2), and the management fee reduction (Section 4). BFO expects that the GP will reciprocate this flexibility in the resolution of those open points.

Section 8: Key Person Event

8.1 Key Persons

The following individuals are designated as "Key Persons" for purposes of the enhanced key person provision described in this Section 8:

Conrad J. Ellsworth — Co-Founder, Managing Partner, and Chief Executive Officer of Meridian Peak Capital Advisors LLC (MPCA). Mr. Ellsworth is a founding principal of the Meridian Peak platform and is responsible for overall strategic direction, investor relations, and senior management of the firm.

Priya Narayan — Co-Founder, Managing Partner, and Chief Investment Officer of Meridian Peak Capital Advisors LLC (MPCA). Ms. Narayan is a founding principal of the Meridian Peak platform and is responsible for all investment decisions, portfolio management, and the oversight of the firm's acquisition and disposition activities.

BFO's investment in Fund IV is predicated in substantial part on the continued active involvement of both Key Persons in the management, investment, and operations of the Fund. BFO views the Key Persons as essential to the execution of the Fund's investment strategy and the preservation of BFO's investment.

8.2 Enhanced Key Person Provision

In addition to the key person provisions set forth in Article [•] of the LPA, which provide for a fund-level key person event and associated suspension and investor consent mechanics applicable to all limited partners, BFO proposes that the Side Letter include an additional, LP-specific key person protection applicable solely to BFO.

BFO's Revised Proposal: In the event that either Mr. Ellsworth or Ms. Narayan ceases to devote substantially all of his or her business time and attention to the affairs of the Fund and MPCA (a "Key Person Departure"), BFO shall have the right to suspend its obligation to fund future capital calls for a period of ninety (90) days commencing on the date on which BFO receives written notice of the Key Person Departure from the GP (the "Suspension Period"). During the Suspension Period, BFO shall not be obligated to fund any capital calls issued by the GP, and any failure by BFO to fund a capital call during the Suspension Period shall not constitute a default under the LPA or the Side Letter.

At any time during the Suspension Period, BFO may deliver written notice to the GP electing to permanently cease its obligation to fund future capital calls (a "Cessation Election"). Upon delivery of a Cessation Election, BFO's unfunded commitment to the Fund shall be irrevocably reduced to zero, and BFO shall have no further obligation to fund capital calls, subject to BFO's continuing obligation with respect to any capital calls issued prior to the commencement of the Suspension Period and any obligations arising under the LPA with respect to the return of distributed amounts for the purpose of satisfying Fund obligations ("clawback obligations"). If BFO does not deliver a Cessation Election during the Suspension Period, BFO's obligation to fund future capital calls shall resume upon the expiration of the Suspension Period.

Negotiation History: The Initial Term Sheet dated February 7, 2024 proposed a one hundred twenty (120) day Suspension Period with an immediate opt-out right. The GP's February 14 markup rejected the concept of an LP-specific suspension right entirely, taking the position that BFO should rely solely on the fund-level key person provisions set forth in the LPA. In this Revised Term Sheet, BFO has reduced the proposed Suspension Period from one hundred twenty (120) days to ninety (90) days as a meaningful concession intended to narrow the gap between the parties' positions. BFO believes that the revised ninety (90) day Suspension Period aligns more closely with the existing key person framework of the LPA while providing BFO with a tailored, LP-specific election right that is appropriate in light of the magnitude of BFO's Commitment.

BFO acknowledges the existence of the LPA's fund-level key person provisions and does not seek to override or supersede those provisions. The LP-specific key person protection described herein would operate as an additional protection available solely to BFO, supplementing (and not replacing) the fund-level mechanism. BFO notes that the LP-specific mechanism would only provide BFO with the right to suspend its own capital call obligations and would not affect the rights or obligations of any other limited partner.

8.3 Status Note

The enhanced key person provision remains a point of active negotiation between the parties. BFO has reduced the proposed Suspension Period from one hundred twenty (120) days to ninety (90) days as a concession from its initial position. The GP's February 14 markup rejected the concept of an LP-specific key person suspension right in its entirety, and BFO anticipates that further discussion and negotiation will be required to resolve this point. BFO considers this provision to be a significant investor protection and is prepared to discuss potential modifications to the structure of the provision (e.g., limiting the right to departures within a specified period, or requiring that the Cessation Election be subject to LPAC notification), but maintains its position that the Side Letter should include some form of LP-specific key person protection.

Section 9: Transfer Rights

BFO shall have the right to transfer all or any portion of its limited partnership interest in the Fund to any entity that is (i) directly or indirectly controlled by one or more members of the Hargrove family, or (ii) established primarily for the benefit of one or more members of the Hargrove family, including without limitation any trust, family limited partnership, limited liability company, or other estate planning vehicle established for such purpose (each, a "Permitted Transferee"), in each case without obtaining the prior written consent of the GP, subject to the following conditions:

(a) Securities Law Compliance. The transfer must be effected in compliance with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, and BFO shall provide such representations and warranties regarding compliance as may reasonably be requested by the GP.

(b) Transfer Documentation and Legal Opinions. The GP shall have received such transfer documentation, instruments of assignment, and legal opinions as the GP may reasonably request in connection with the transfer, including an opinion of counsel to the transferor addressing the exemption from registration under the Securities Act and such other matters as the GP may reasonably specify. BFO accepts the GP's modifications to the scope of required legal opinions as set forth in the GP's February 14 markup, including the GP's requirement that such opinions be delivered by counsel reasonably acceptable to the GP.

(c) Assumption of LPA and Side Letter. The Permitted Transferee shall have executed a written agreement, in form and substance reasonably satisfactory to the GP, agreeing to be bound by all of the terms and conditions of the LPA and the Side Letter as if such Permitted Transferee were an original signatory thereto.

(d) No Adverse Tax Consequences. BFO shall have provided confirmation reasonably satisfactory to the GP that the transfer will not cause adverse tax consequences to the Fund or any other limited partner, including without limitation a termination of the Fund for federal income tax purposes under Section 708 of the Code or the recognition of income or gain by the Fund or any other limited partner as a result of the transfer.

For the avoidance of doubt, the transfer rights described in this Section 9 are in addition to, and shall not limit or restrict, any transfer rights available to BFO under the terms of the LPA. Any transfer to a person or entity other than a Permitted Transferee shall remain subject to the GP consent requirements and other transfer restrictions set forth in the LPA.

Status Note: The GP accepted this provision in its February 14 markup with minor modifications to the scope of required legal opinions as described in clause (b) above. BFO accepts the GP's modifications, and this provision is considered substantially agreed.

Section 10: Confidentiality Carve-Outs

Notwithstanding the confidentiality provisions set forth in Article [•] of the LPA, BFO shall be permitted to disclose Fund-related confidential information (including, without limitation, the terms of the LPA, the Side Letter, and information regarding the Fund's portfolio, performance, and operations) to the following persons and entities, in each case without the prior written consent of the GP:

(a) Professional Advisors. BFO's legal, tax, accounting, and financial advisors, including Calderwood & Harkness LLP and any successor counsel engaged by BFO, in each case acting in their professional capacity in connection with BFO's investment in the Fund, subject to such advisors' agreement to maintain the confidentiality of such information in accordance with their professional obligations or a written confidentiality undertaking.

(b) Hargrove Family Members and Affiliated Entities. Members of the Hargrove family and entities directly or indirectly controlled by, or established primarily for the benefit of, members of the Hargrove family, in each case in connection with the management and oversight of the Hargrove family's investment portfolio and estate planning activities.

(c) Regulatory and Governmental Authorities. Regulatory authorities, governmental bodies, and self-regulatory organizations, in each case as required by applicable law, regulation, or legal process, including in response to a subpoena, civil investigative demand, or similar legal compulsion.

(d) Prospective Transferees. Prospective transferees of BFO's limited partnership interest in the Fund, subject to the execution by such prospective transferee of a customary non-disclosure agreement in form and substance reasonably acceptable to the GP prior to the disclosure of any confidential information.

BFO shall use commercially reasonable efforts to ensure that any recipient of confidential information under this Section 10 maintains the confidentiality of such information and does not disclose such information to any person other than as expressly permitted hereunder. BFO shall be responsible for any breach of confidentiality by any person to whom BFO discloses confidential information in accordance with this Section 10.

Status Note: The GP accepted this provision in its February 14 markup without material modification. This provision is considered agreed, subject to finalization of definitive drafting in the Side Letter.

Section 11: Tax Reporting

The Fund shall use commercially reasonable efforts to deliver IRS Schedule K-1s (and any applicable state and local tax information returns) to BFO within seventy-five (75) days of the end of the Fund's fiscal year. This accelerated delivery timeline compares favorably to the standard K-1 delivery timeline of one hundred twenty (120) days set forth in Section [•] of the LPA and is intended to accommodate BFO's internal tax reporting and filing deadlines.

BFO acknowledges that the delivery of K-1s is dependent in part on the timely receipt of tax information from the Fund's portfolio investments and from the Fund's tax return preparer, and that the "commercially reasonable efforts" standard is intended to account for circumstances beyond the GP's direct control. Notwithstanding the foregoing, the GP shall use its best efforts to coordinate with the Fund's tax advisors and portfolio companies to ensure that the necessary information is obtained in sufficient time to permit delivery of K-1s to BFO within the seventy-five (75) day period described above.

In the event that the GP is unable to deliver final K-1s within the seventy-five (75) day period despite the exercise of commercially reasonable efforts, the GP shall deliver to BFO within such period an estimate of BFO's allocable share of Fund income, gain, loss, deduction, and credit for the applicable fiscal year, in sufficient detail to permit BFO to prepare and file timely tax returns (including extension returns).

Status Note: The GP's February 14 markup proposed extending the K-1 delivery timeline from seventy-five (75) days to ninety (90) days. BFO maintains its position of seventy-five (75) days in this Revised Term Sheet. BFO notes that the seventy-five (75) day timeline, coupled with the commercially reasonable efforts qualifier, provides the GP with appropriate flexibility while meeting BFO's legitimate need for timely tax reporting information. This provision remains an open point as of the date of this Revised Term Sheet.

Section 12: Miscellaneous Provisions

12.1 Governing Law

The Side Letter 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 that would result in the application of the laws of any other jurisdiction. This governing law provision is consistent with the governing law provision set forth in the LPA and is intended to ensure that the Side Letter and the LPA are interpreted under the same body of law.

12.2 Conflict with LPA

In the event of any conflict or inconsistency between the terms of the Side Letter and the terms of the LPA (including any amendments, supplements, or modifications thereto), the terms of the Side Letter shall control and prevail with respect to BFO, to the maximum extent permitted by applicable law. This provision shall not be construed to modify, amend, or waive the terms of the LPA with respect to any limited partner other than BFO. For the avoidance of doubt, to the extent that the Side Letter is silent on a particular matter, the terms of the LPA shall govern BFO's rights and obligations with respect to such matter.

12.3 Amendments. No provision of the Side Letter may be amended, modified, waived, or supplemented except by an instrument in writing signed by each of BFO, the GP, and the Fund. Any such amendment shall be effective only in the specific instance and for the specific purpose for which it is given. The failure of any party to exercise or enforce any right under the Side Letter shall not operate as a waiver of such right.

12.4 Counterparts. The Side Letter may be executed in one or more counterparts (including by means of facsimile or electronic signature in accordance with applicable law), 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 of the Side Letter by electronic mail in portable document format (.pdf) or by other electronic means shall be effective as delivery of a manually executed original counterpart.

12.5 Binding Effect

The Side Letter shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Nothing in the Side Letter, express or implied, is intended to or shall confer upon any person other than the parties and their respective successors and permitted assigns any rights, benefits, or remedies of any nature whatsoever under or by reason of the Side Letter.

Section 13: Summary of Open Points and Concessions

The following tables summarize the concessions made by BFO in this Revised Term Sheet, the positions maintained by BFO, and the items that have been agreed between the parties as of the date hereof.

13.1 Concessions Made by BFO in This Revised Term Sheet

13.2 Positions Maintained by BFO

13.3 Items Agreed

The following items have been agreed in principle between the parties, subject to finalization of definitive drafting in the Side Letter:

• MFN concept and scope (subject to resolution of the MFN Summary delivery timing open point)

• Anchor Investor carve-out threshold at $200,000,000 (representing approximately 13.33% of target fund size)

• MFN Election Period at 20 business days

• Management fee reduction to 1.50% per annum (Investment Period) and 1.25% per annum (post-Investment Period)

• Placement agent fee offset at 100% of the placement fee attributable to BFO's Commitment ($750,000), applied ratably over the Investment Period

• Transfer rights to Hargrove family Permitted Transferees (with GP's modifications to legal opinion scope accepted by BFO)

• Confidentiality carve-outs for professional advisors, Hargrove family members and affiliated entities, regulatory authorities, and prospective transferees

• Excuse right categories: cannabis-related investments, gaming/casino investments, sanctioned jurisdiction investments, and ERISA plan asset investments

Acknowledgment

This Revised Term Sheet is for discussion purposes only and does not constitute a binding agreement or commitment by any party hereto. The terms set forth herein are subject to the negotiation, execution, and delivery of a definitive side letter agreement in form and substance satisfactory to each of BFO, the GP, and the Fund, and no party shall have any legal obligation to any other party with respect to the transactions described herein unless and until such definitive side letter agreement has been duly executed and delivered by all parties. Either party may terminate discussions regarding the proposed Side Letter at any time, for any reason or for no reason, without liability to the other party.

This Revised Term Sheet is transmitted by Calderwood & Harkness LLP on behalf of BFO for discussion purposes and is subject to review and approval by BFO's authorized representative.

Acknowledged and reviewed on behalf of Briarwood Family Office LLC:

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Julian R. Hargrove

Title: Managing Director & Chief Investment Officer

Date: ________

(Acknowledgment only — not for execution at this stage)

Prepared by:

Theresa Kim, Lead Associate Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct: (212) 555-4821

Email: tkim@calderwoodharkness.com

Under the supervision of:

Pamela Cross, Partner Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017 Direct: (212) 555-3194

Email: pcross@calderwoodharkness.com

Calderwood & Harkness LLP Matter No. 1026-00001

DRAFT — For Discussion Purposes Only — Subject to Further Negotiation