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

third-draft-side-letter.docx DOCUMENT Funds

33 / 35 ← → ✕

DRAFT — For Discussion Purposes Only — Subject to Further Negotiation

Third Draft — March 14, 2024

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

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

Third Draft reflecting revisions from conference call of March 11, 2024. Bracketed items denote open points subject to further negotiation between the parties. All other points previously in brackets have been resolved in this third draft.

SIDE LETTER

SIDE LETTER (this "Side Letter") to the Amended and Restated Agreement of Limited Partnership of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 20, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement").

This Side Letter is dated as of [●], 2024.

AMONG:

1. MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P., a Delaware limited partnership (the "Fund" or "Fund IV"), EIN: 92-1684537, formed pursuant to Certificate of Limited Partnership No. LP-2023-08841 filed with the Secretary of State of the State of Delaware, having its registered office c/o Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805, and its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116;

2. MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC, a Delaware limited liability company, as general partner of the Fund (the "General Partner" or "GP"), EIN: 92-1672483, the sole member of which is Meridian Peak Capital Advisors LLC, a Delaware limited liability company, having its registered office c/o Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805, and its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116; and

3. BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company (the "Investor" or "Limited Partner"), EIN: 27-4831956, having its registered office c/o Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801, and its principal office at 780 Park Avenue, Suite 3200, New York, NY 10021.

Each of the foregoing, a "Party," and collectively, the "Parties."

RECITALS

WHEREAS, the Fund was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on or about October 18, 2023;

WHEREAS, the General Partner is the sole general partner of the Fund and an affiliate of Meridian Peak Capital Advisors LLC, a Delaware limited liability company (the "Sponsor"), with its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116;

WHEREAS, the Fund is seeking capital commitments from investors with a target fund size of One Billion Five Hundred Million Dollars ($1,500,000,000) and a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000);

WHEREAS, the Investor proposes to make a Capital Commitment to the Fund in the amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), representing approximately 5.0% of the target fund size;

WHEREAS, the Investor's principal office is located at 780 Park Avenue, Suite 3200, New York, NY 10021;

WHEREAS, in connection with the Investor's proposed Commitment, the Parties desire to supplement and, where applicable, modify certain provisions of the Partnership Agreement as they apply to the Investor, and to set forth certain additional agreements among the Parties with respect to the Investor's investment in the Fund; and

WHEREAS, the Parties acknowledge that this Side Letter is being entered into as a material inducement for the Investor to make its Commitment to the Fund and that, absent the terms and conditions set forth herein, the Investor would not make such Commitment.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1: DEFINITIONS AND INTERPRETATION

1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Partnership Agreement dated December 20, 2023. Unless the context otherwise requires, references to Sections in this Side Letter refer to the Sections of this Side Letter.

1.2 Additional Definitions. As used in this Side Letter, the following terms shall have the meanings set forth below:

(a) "Anchor Investor" means any Limited Partner with a Capital Commitment to the Fund equal to or greater than Two Hundred Million Dollars ($200,000,000).

(b) "Commitment" means Seventy-Five Million Dollars ($75,000,000), which is the aggregate Capital Commitment to be made by the Investor to the Fund.

(d) "Fund Administrator" means Granite Ledger Fund Services LLC, in its capacity as the Fund's third-party administrator.

(e) "Fund Auditor" means Brockton Marsh & Associates LLP, in its capacity as the independent auditor of the Fund.

(f) "Investment Period" means the four (4) year period commencing on the Final Close (as defined in the Partnership Agreement) and ending on the fourth anniversary thereof, subject to any extension or termination in accordance with the Partnership Agreement.

(g) "Key Person" has the meaning set forth in Section 7.1 of this Side Letter.

(h) "Key Person Departure" has the meaning set forth in Section 7.1 of this Side Letter.

(i) "MFN Election Period" means the twenty (20) Business Day period following delivery of the MFN Summary to the Investor.

(j) "MFN Summary" means the redacted summary of material side letter terms described in Section 2.2 of this Side Letter.

(k) "MFN Term" has the meaning set forth in Section 2.1 of this Side Letter.

(l) "Permitted Transferee" means any entity controlled by, or established for the benefit of, the Hargrove family, including, without limitation, any trust, family limited partnership, limited liability company, or other entity the beneficial owners of which are exclusively members of the Hargrove family.

(m) "Placement Agent" means Pinnacle Capital Markets LLC, a Delaware limited liability company and registered broker-dealer (FINRA CRD No. [●]).

(n) "PPM" means the Private Placement Memorandum of the Fund dated December 15, 2023, as the same may be supplemented or amended from time to time.

(o) "Qualifying Co-Investment" has the meaning set forth in Section 6.1 of this Side Letter.

(p) "Suspension Period" has the meaning set forth in Section 7.1 of this Side Letter.

1.3 Conflict with Partnership Agreement. In the event of any conflict or inconsistency between any provision of this Side Letter and any provision of the Partnership Agreement, the terms of this Side Letter shall control and prevail with respect to the Investor, unless otherwise expressly stated herein. The provisions of this Side Letter are intended to supplement the Partnership Agreement and shall not be construed to amend or modify the Partnership Agreement as it applies to any Limited Partner other than the Investor.

1.4 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.

1.5 Interpretation. Unless the context otherwise requires: (a) the word "including" shall mean "including, without limitation"; (b) references to a "Section" shall mean a section of this Side Letter; (c) the singular shall include the plural and vice versa; (d) references to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time; and (e) references to "days" shall mean calendar days unless otherwise specified as "Business Days."

SECTION 2: MOST FAVORED NATION RIGHTS

2.1 Grant of MFN Rights. The General Partner hereby agrees that the Investor shall be entitled to the benefit of any economic, governance, reporting, or other term or right (each, an "MFN Term") granted by the Fund, the General Partner, or the Sponsor to any other Limited Partner of the Fund whose Capital Commitment to the Fund is equal to or greater than Fifty Million Dollars ($50,000,000), pursuant to any side letter, supplemental agreement, letter agreement, or similar arrangement entered into in connection with such Limited Partner's admission to the Fund, whether at the initial closing or at any subsequent closing (each such right, a "most favored nation" right). The General Partner acknowledges that the Investor's most favored nation rights under this Section 2 are a material inducement for the Investor to make its Commitment to the Fund.

2.2 MFN Summary Delivery. Within [15/20] Business Days following the Close at which the Investor is admitted to the Fund, and within [15/20] Business Days following each subsequent Close (if applicable), the General Partner shall prepare and deliver to the Investor a written summary (the "MFN Summary") of all material side letter terms, provisions, and rights granted to other Limited Partners of the Fund. The MFN Summary may be redacted to remove the identity of the applicable Limited Partner but shall otherwise contain sufficient detail to enable the Investor to evaluate each such term, provision, or right and to make an informed election under Section 2.3 hereof. The General Partner shall, upon reasonable request of the Investor, provide such additional detail regarding any MFN Term as may be reasonably necessary for the Investor to evaluate the applicability and benefit thereof.

[OPEN POINT — Section 2.2: GP position is 20 Business Days following each applicable Close; Investor position is 15 Business Days following each applicable Close. To be resolved.]

2.3 MFN Election. Within twenty (20) Business Days following receipt of the MFN Summary (the "MFN Election Period"), the Investor may deliver written notice to the General Partner (an "MFN Election Notice") electing to receive the benefit of any one or more MFN Terms identified in the MFN Summary. Upon delivery of such MFN Election Notice, this Side Letter shall be deemed automatically amended to incorporate each MFN Term elected by the Investor, effective as of the date of the MFN Election Notice, and the General Partner shall promptly deliver to the Investor a written confirmation of the MFN Term(s) so incorporated. If the Investor does not deliver an MFN Election Notice within the MFN Election Period, the Investor shall be deemed to have waived its right to elect any MFN Term identified in the applicable MFN Summary, provided that such waiver shall not affect the Investor's right to make an MFN election in connection with any subsequent MFN Summary.

2.4 Exclusions from MFN. The most favored nation rights set forth in this Section 2 shall not apply to any of the following:

(i) any term or right granted to an Anchor Investor (i.e., a Limited Partner with a Capital Commitment of Two Hundred Million Dollars ($200,000,000) or more, representing approximately 13.33% or more of the target fund size of the Fund); [Agreed — conference call of March 11, 2024]

(ii) any term or right granted to any Limited Partner to accommodate regulatory, tax, legal, or compliance requirements specific and particular to such Limited Partner, including, without limitation, terms or rights granted to (a) investors subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"), (b) tax-exempt investors within the meaning of Section 501(a) of the Code, (c) governmental plan investors (as defined in Section 3(32) of ERISA), or (d) investors organized or domiciled outside of the United States that require specific accommodations to address applicable foreign law, regulatory, or tax requirements; and

(iii) any term or right available to affiliates of the General Partner or the Sponsor, including, without limitation, any affiliate co-investment arrangement or reduced-fee arrangement applicable to persons employed by or providing services to the General Partner, the Sponsor, or any of their respective affiliates.

For the avoidance of doubt, the exclusions set forth in this Section 2.4 shall be construed narrowly and shall not serve as a basis for the General Partner to avoid its obligations under Section 2.1 with respect to any MFN Term that is not clearly and exclusively within one of the foregoing categories.

SECTION 3: EXCUSE AND EXCLUSION RIGHTS

3.1 Excuse Right. Upon receipt of a capital call notice from the General Partner identifying a proposed Portfolio Investment (or, if the General Partner provides advance notice or a pre-funding notification regarding a proposed Portfolio Investment prior to the issuance of a formal capital call notice, upon receipt of such advance notice or pre-funding notification), the Investor may deliver written notice to the General Partner within fifteen (15) Business Days of receipt of such capital call notice (or advance notice, as applicable) electing to be excused from participation in such Portfolio Investment if such investment involves any of the following (each, an "Excusable Investment"):

(a) cannabis or cannabis-related assets, businesses, or properties, including, without limitation, the cultivation, processing, distribution, or sale of cannabis or cannabis-derived products, or any ancillary business that derives a material portion of its revenue from the cannabis industry;

(b) gaming, casino, or gambling-related properties or businesses, including, without limitation, the ownership, management, or operation of casinos, sports betting platforms, online gambling operations, or any other enterprise the primary activity of which involves games of chance;

(c) investments in jurisdictions subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, or investments that would otherwise cause the Investor to be in violation of any sanctions program administered by OFAC; or

(d) any investment that would cause the Investor 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, including 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

3.2 Effect of Excuse. If the Investor exercises its excuse right under Section 3.1 with respect to any Excusable Investment:

(a) the Investor's Unfunded Commitment shall be reduced dollar-for-dollar by the amount of capital that would have been called from the Investor in respect of such Excusable Investment had the Investor not been excused;

(b) the Investor's share of any gains, losses, income, deductions, credits, and expenses attributable to such Excusable Investment shall be reallocated to the non-excused Limited Partners on a pro rata basis (based on each such non-excused Limited Partner's respective Capital Commitment relative to the total Capital Commitments of all non-excused Limited Partners participating in such Excusable Investment); and

(c) the Investor shall not be entitled to any distributions or allocations from the Fund attributable to such Excusable Investment.

3.3 Aggregate Excuse Cap. The aggregate amount of capital attributable to Excusable Investments from which the Investor may be excused pursuant to this Section 3 shall not exceed [20%/25%] of the Investor's Commitment.

[OPEN POINT — Section 3.3: GP position is 20% of Commitment ($75,000,000 × 20% = $15,000,000); Investor position is 25% of Commitment ($75,000,000 × 25% = $18,750,000). Note: GP's original position was 15% ($11,250,000); GP moved to 20% following the March 11, 2024 conference call. Investor's counter-proposal was and remains 25%. To be resolved.]

Once the aggregate capital attributable to Excusable Investments from which the Investor has been excused equals the applicable cap, the Investor shall have no further right to be excused from any Portfolio Investment under this Section 3, and the Investor shall be obligated to fund Capital Calls in respect of all subsequent Portfolio Investments in accordance with the Partnership Agreement.

3.4 Excuse Notice Mechanics. The Investor's excuse election under Section 3.1 must be delivered in writing to the General Partner at its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116, Attention: Tamara Fujimoto, General Counsel & CCO, or via email to such electronic address as the General Partner may designate in writing from time to time, within the fifteen (15) Business Day period specified in Section 3.1. Failure by the Investor to deliver timely written notice of its election to be excused shall constitute a waiver of the Investor's excuse right with respect to the applicable Portfolio Investment, and the Investor shall be obligated to fund its pro rata share of the Capital Call in respect of such Portfolio Investment in accordance with the Partnership Agreement. The General Partner shall provide written confirmation to the Investor of the receipt and effectiveness of any excuse election notice within five (5) Business Days following receipt thereof.

SECTION 4: MANAGEMENT FEE REDUCTION

4.1 Fee During Investment Period. Notwithstanding Section 6.1(a) of the Partnership Agreement (or any successor provision thereto addressing the calculation of the Management Fee during the Investment Period), during the Investment Period the Management Fee payable by the Investor to the Fund (or the General Partner, as applicable) shall be calculated at a rate of one and one-half percent (1.50%) per annum of the Investor's Commitment, in lieu of the standard rate of one and three-quarters percent (1.75%) per annum of Committed Capital as set forth in the Partnership Agreement. By way of illustration and not limitation:

(a) The annual Management Fee payable by the Investor during the Investment Period at the negotiated rate shall be: $75,000,000 × 1.50% = $1,125,000 per annum.

(b) The annual Management Fee that would otherwise be payable by the Investor during the Investment Period at the standard rate shall be: $75,000,000 × 1.75% = $1,312,500 per annum.

(c) The annual savings to the Investor resulting from the reduced rate shall be: $1,312,500 − $1,125,000 = $187,500 per annum.

(d) The cumulative savings to the Investor over a four (4) year Investment Period shall be: $187,500 × 4 = $750,000.

4.2 Fee Post-Investment Period. Following the expiration or earlier termination of the Investment Period, the Management Fee payable by the Investor shall be calculated at a rate of one and one-quarter percent (1.25%) per annum of the Investor's Invested Capital (as defined in the Partnership Agreement), in lieu of the standard rate of one and one-half percent (1.50%) per annum of Invested Capital as set forth in the Partnership Agreement. The reduction set forth in this Section 4.2 represents a reduction of twenty-five (25) basis points from the standard post-Investment Period rate, consistent with the twenty-five (25) basis point reduction from the standard Investment Period rate set forth in Section 4.1.

4.3 Fee Calculation. For the avoidance of doubt, Management Fees payable by the Investor shall be calculated and payable quarterly in advance in accordance with the terms and procedures set forth in the Partnership Agreement, subject to the reduced rates set forth in Sections 4.1 and 4.2 of this Side Letter. In the event that the Investment Period commences or terminates on a date other than the first day of a fiscal quarter, the Management Fee for such partial quarter shall be prorated on a daily basis based on the actual number of days in such quarter. Nothing in this Section 4 shall affect the calculation of Management Fees payable by any Limited Partner other than the Investor.

SECTION 5: PLACEMENT AGENT FEE OFFSET

5.1 Offset. The General Partner acknowledges that Pinnacle Capital Markets LLC (the "Placement Agent") has been retained by the Fund and/or the General Partner to serve as placement agent in connection with the offering of limited partnership interests in the Fund. The General Partner further acknowledges that the Placement Agent is entitled to a placement fee of one percent (1.0%) of the Investor's Commitment in connection with the Investor's admission to the Fund, resulting in a placement fee of Seven Hundred Fifty Thousand Dollars ($750,000) ($75,000,000 × 1.0%) (the "Placement Fee").

One hundred percent (100%) of any Placement Fee paid or payable by the Fund or the General Partner to the Placement Agent that is attributable to the Investor's Commitment shall be offset against the Management Fees otherwise payable by the Investor pursuant to the Partnership Agreement (as modified by Section 4 of this Side Letter), in the manner and at such times as determined by the General Partner in its reasonable discretion, until the full amount of such Placement Fee has been offset. The General Partner shall provide the Investor with an annual accounting of the Placement Fee offset, including the cumulative amount of Placement Fees offset to date and the remaining balance of the Placement Fee yet to be offset.

5.2 Disclosure. The General Partner represents and warrants that the compensation payable to the Placement Agent in connection with the Investor's Commitment is as described in Section 5.1 above and that no additional fees, commissions, or other compensation are payable to the Placement Agent or any other person in connection with the solicitation of the Investor's Commitment, other than as disclosed in the PPM or in writing to the Investor.

SECTION 6: CO-INVESTMENT RIGHTS

6.1 Right to Co-Invest. The General Partner shall offer the Investor a co-investment opportunity in connection with any Portfolio Investment by the Fund where the aggregate equity investment by the Fund and any co-investors (including any co-investment vehicles organized by the General Partner or the Sponsor) exceeds One Hundred Million Dollars ($100,000,000) in the aggregate (each such opportunity, a "Qualifying Co-Investment"). The General Partner's obligation to offer co-investment opportunities under this Section 6 is subject to the General Partner's determination, in its reasonable discretion, that such co-investment can be structured and consummated in a manner that is consistent with the Fund's overall investment strategy and does not materially delay or otherwise adversely affect the Fund's ability to consummate the applicable Portfolio Investment.

6.2 Allocation. The Investor shall be entitled to participate in each Qualifying Co-Investment up to the Investor's pro rata share, which shall be determined by reference to the Investor's Commitment as a percentage of the total Capital Commitments of all Limited Partners in the Fund as of the date of the applicable Qualifying Co-Investment. For purposes of illustration, if the Investor's Commitment represents 5.0% of total Capital Commitments at the time of a Qualifying Co-Investment, the Investor would be entitled to co-invest up to 5.0% of the total co-investment allocation available in connection with such Qualifying Co-Investment.

6.3 Terms of Co-Investment. Any co-investment by the Investor pursuant to this Section 6 shall be made on a no-management-fee, no-carried-interest basis through a co-investment vehicle, special purpose vehicle, or other investment structure designated by the General Partner in its reasonable discretion. Notwithstanding the foregoing, the Investor acknowledges that co-investments may be subject to reasonable organizational, legal, and administrative expenses associated with the formation and operation of the applicable co-investment vehicle. The terms and conditions of any co-investment (other than the no-management-fee, no-carried-interest provisions set forth above) shall be as determined by the General Partner in its reasonable discretion and shall be set forth in a separate co-investment agreement to be negotiated in good faith by the Parties at the time of such co-investment.

6.4 Mechanics. The General Partner shall notify the Investor in writing of any Qualifying Co-Investment opportunity, including a summary of the material terms thereof (including the anticipated size of the co-investment allocation, the target company or asset, and the expected closing timeline), within a reasonable time prior to the anticipated closing of such investment but in no event less than ten (10) Business Days prior to such anticipated closing (or, if such ten (10) Business Day period is not practicable due to the circumstances of the transaction, as soon as practicable thereafter). The Investor shall have ten (10) Business Days from receipt of such notice to accept or decline the co-investment opportunity in writing. Failure by the Investor to respond within such ten (10) Business Day period shall be deemed a declination of the applicable Qualifying Co-Investment opportunity, and the General Partner shall have no further obligation to the Investor with respect thereto.

SECTION 7: KEY PERSON EVENT ENHANCEMENT

7.1 Supplemental Key Person Provision. In addition to and without limitation of the key person provisions set forth in Article IX of the Partnership Agreement (or any successor article or section thereof addressing key person events), if either Conrad J. Ellsworth or Priya Narayan (each, a "Key Person") ceases to devote substantially all of his or her business time, effort, and attention to the management and affairs of the Fund and the Sponsor (a "Key Person Departure"), the Investment Period shall be automatically suspended for a period of ninety (90) days commencing on the date of such Key Person Departure (the "Suspension Period"). During the Suspension Period, the General Partner shall not make any new Portfolio Investments or issue Capital Calls for the purpose of funding new Portfolio Investments (other than Capital Calls for management fees, fund expenses, or indemnification obligations, or to fund Portfolio Investments for which binding commitments were entered into prior to the Key Person Departure). The General Partner shall promptly notify the Investor in writing upon the occurrence of any Key Person Departure, and in no event later than five (5) Business Days following the date of such Key Person Departure. [Agreed — conference call of March 11, 2024; GP accepted Investor's original 90-day proposal.]

7.2 Investor Election During Suspension Period. During the Suspension Period, the Investor may deliver written notice to the General Partner (a "Cessation Election Notice") electing to cease participation in future Capital Calls. If the Investor delivers a Cessation Election Notice:

(a) the Investor's Unfunded Commitment shall be reduced to zero effective as of the date of receipt of the Cessation Election Notice by the General Partner;

(b) the Investor shall have no further obligation to fund Capital Calls other than Capital Calls attributable to:

(i) Portfolio Investments for which binding commitments were entered into by the Fund prior to the date of the Key Person Departure;

(ii) Management Fees, organizational expenses, and other fund expenses payable in accordance with the Partnership Agreement (as modified by this Side Letter); and

(iii) indemnification obligations of the Investor under the Partnership Agreement; and

(c) the Investor shall continue to be entitled to its allocable share of all distributions from the Fund in respect of Portfolio Investments made prior to the date of the Key Person Departure and in respect of any Portfolio Investment made pursuant to binding commitments described in clause (b)(i) above.

7.3 Resumption. If the Investment Period resumes following the expiration of the Suspension Period (whether by replacement of the Key Person with a person reasonably acceptable to the advisory committee of the Fund, or otherwise in accordance with the terms and procedures set forth in the Partnership Agreement), and the Investor has not delivered a Cessation Election Notice under Section 7.2, the Investor's obligations to fund Capital Calls in accordance with the Partnership Agreement (as modified by this Side Letter) shall resume in full force and effect, and the Investor's Unfunded Commitment shall be reinstated to the amount that would have been outstanding but for the Suspension Period. The General Partner shall promptly notify the Investor in writing of the resumption of the Investment Period.

SECTION 8: ENHANCED REPORTING

8.1 Quarterly Reports. The General Partner shall deliver, or cause to be delivered, to the Investor quarterly portfolio-level reports within forty-five (45) days following the end of each fiscal quarter of the Fund. Such quarterly reports shall include, at a minimum, the following:

(a) a summary of all Portfolio Investments held by the Fund as of the end of such fiscal quarter, including a brief description of each investment, the date of acquisition, and the sector and geographic classification thereof;

(b) fair value estimates of each Portfolio Investment as of the end of such fiscal quarter, determined in accordance with the Fund's valuation policies and in compliance with ASC 820 (or any successor standard);

(c) the Investor's capital account balance as of the end of such fiscal quarter, including a summary of all contributions, distributions, and allocations during such fiscal quarter; and

(d) a narrative discussion of material portfolio events occurring during such fiscal quarter, including any material changes in the financial condition, operations, or prospects of Portfolio Investments, any material dispositions or realizations, and any significant developments affecting the Fund or the markets in which the Fund operates.

8.2 Annual Audited Financial Statements. The General Partner shall cause audited annual financial statements of the Fund, prepared in accordance with U.S. generally accepted accounting principles and audited by the Fund Auditor (Brockton Marsh & Associates LLP), to be delivered to the Investor within ninety (90) days following the end of each fiscal year of the Fund. Such financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and the notes thereto, together with the Fund Auditor's report thereon.

8.3 ESG Reporting. The General Partner shall deliver, or cause to be delivered, to the Investor an annual report covering the Fund's environmental, social, and governance ("ESG") practices and the ESG profile of Portfolio Investments, including, to the extent reasonably available, information regarding the Fund's carbon footprint, diversity and inclusion initiatives, and governance frameworks applicable to Portfolio Investments. Such ESG report shall be delivered concurrently with the annual audited financial statements described in Section 8.2 above.

8.4 Fund Administrator. The Parties acknowledge that Granite Ledger Fund Services LLC serves as the Fund Administrator and may assist in the preparation and delivery of the reports described in this Section 8. The General Partner shall remain responsible for the accuracy and completeness of all reports delivered to the Investor, notwithstanding any delegation of preparation or delivery responsibilities to the Fund Administrator.

8.5 Additional Reporting. The General Partner shall, upon reasonable request of the Investor and at the Investor's sole cost and expense (if any incremental cost is incurred), provide such additional information and reporting regarding the Fund, the Portfolio Investments, or the Investor's interest in the Fund as the Investor may reasonably require for its own internal reporting, regulatory compliance, or tax planning purposes, provided that the General Partner shall not be required to disclose information that is subject to confidentiality restrictions imposed by third parties or that the General Partner reasonably determines would be competitively sensitive.

SECTION 9: TRANSFER RIGHTS

9.1 Permitted Transfers. Notwithstanding any transfer restriction set forth in Article XI of the Partnership Agreement (or any successor article or section thereof addressing the transfer of limited partnership interests), the Investor shall have the right to transfer all or any portion of its Interest in the Fund to any Permitted Transferee (i.e., any entity controlled by, or established for the benefit of, the Hargrove family) without the prior consent of the General Partner, provided that all of the following conditions are satisfied:

(a) such transfer complies with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(b) such transfer would not result in a termination of the Fund under Section 708 of the Internal Revenue Code of 1986, as amended, or any successor provision thereto;

(c) the Permitted Transferee executes and delivers to the General Partner a counterpart to the Partnership Agreement and this Side Letter, and such other documents and instruments as the General Partner may reasonably request to evidence the Permitted Transferee's agreement to be bound by all terms and conditions of the Partnership Agreement and this Side Letter applicable to the Investor;

(d) the Investor provides the General Partner with at least fifteen (15) Business Days' prior written notice of such proposed transfer, together with such information regarding the Permitted Transferee as the General Partner may reasonably request for purposes of compliance with applicable anti-money laundering, know-your-customer, and tax reporting requirements; and

(e) the Investor bears all reasonable and documented costs and expenses (including, without limitation, legal fees, transfer taxes, and administrative fees) incurred by the Fund, the General Partner, or the Fund Administrator in connection with such transfer.

9.2 Conditions Subsequent. Following any transfer to a Permitted Transferee in accordance with Section 9.1, the Permitted Transferee shall be deemed a "Limited Partner" and an "Investor" for all purposes of this Side Letter and the Partnership Agreement, and shall be entitled to all rights and subject to all obligations applicable to the Investor hereunder and thereunder.

SECTION 10: TAX REPORTING

10.1 Schedule K-1 Delivery. The General Partner shall use commercially reasonable efforts to deliver (or cause to be delivered) IRS Schedule K-1 (Form 1065, Partner's Share of Income, Deductions, Credits, etc.) to the Investor within [75/90] days following the end of each fiscal year of the Fund.

[OPEN POINT — Section 10.1: Investor position is 75 days following fiscal year-end; GP position is 90 days following fiscal year-end. Note: The standard provision set forth in the Partnership Agreement provides for delivery within 120 days following fiscal year-end. Both parties have agreed that the standard 120-day period should be shortened; the remaining issue is the extent of such shortening. To be resolved.]

10.2 Tax Estimates. The General Partner shall use commercially reasonable efforts to deliver (or cause to be delivered) estimated tax information to the Investor within sixty (60) days following the end of each fiscal year of the Fund, which estimated tax information shall include a good-faith estimate of the Investor's allocable share of the Fund's taxable income, gains, losses, deductions, and credits for such fiscal year, in sufficient detail to permit the Investor to prepare and file estimated tax payments, if applicable.

10.3 Cooperation. The General Partner shall cooperate in good faith with the Investor and its tax advisors with respect to any tax-related inquiries, audits, or proceedings involving the Fund, and shall provide such information and documentation as may be reasonably requested by the Investor in connection therewith.

SECTION 11: CONFIDENTIALITY

11.1 Confidentiality Obligations. The Investor acknowledges and confirms its confidentiality obligations under Article XIV of the Partnership Agreement (or any successor article or section thereof addressing confidentiality). For the avoidance of doubt, and notwithstanding any provision of the Partnership Agreement or this Side Letter to the contrary, nothing in the Partnership Agreement or this Side Letter shall restrict or prohibit the Investor from disclosing information regarding the Fund, the Fund's investments, the terms of this Side Letter, or any other information received by the Investor in connection with its investment in the Fund, to any of the following:

(a) the Investor's legal, tax, accounting, and financial advisors, in each case who are subject to customary professional duties of confidentiality or who have agreed to keep such information confidential;

(b) members of the Hargrove family and directors, officers, employees, and agents of the Investor and its affiliates, in each case who have a reasonable need to know such information and who have agreed to keep such information confidential;

(c) any governmental, regulatory, or self-regulatory authority having jurisdiction over the Investor, to the extent required by applicable law, rule, regulation, or regulatory examination or inquiry, including, without limitation, the U.S. Securities and Exchange Commission, the Internal Revenue Service, and any state securities or tax authority; and

(d) any Permitted Transferee in connection with a proposed transfer under Section 9 of this Side Letter, provided that such Permitted Transferee has executed a confidentiality agreement in form and substance reasonably satisfactory to the General Partner prior to receiving any such information.

11.2 Confidentiality of Side Letter. The General Partner shall maintain the confidentiality of this Side Letter and the terms and provisions hereof and shall not disclose the terms of this Side Letter or the existence thereof to any other Limited Partner of the Fund or any other third party, except:

(i) to the extent required by applicable law, rule, or regulation, or by order of any court or governmental authority of competent jurisdiction;

(ii) as necessary to comply with the General Partner's obligations under Section 2 hereof to prepare and deliver the MFN Summary to other Limited Partners entitled to most favored nation rights, in which case the identity of the Investor shall be redacted from any such MFN Summary or related disclosure; or

(iii) with the prior written consent of the Investor, which consent may be withheld, conditioned, or delayed in the Investor's sole and absolute discretion.

The General Partner shall promptly notify the Investor in writing of any disclosure of the terms of this Side Letter required under clause (i) of this Section 11.2, to the extent such prior notification is permitted by applicable law.

SECTION 12: REPRESENTATIONS AND WARRANTIES

12.1 Representations of the Investor. The Investor hereby represents and warrants to the Fund and the General Partner as of the date of this Side Letter and as of the date of the Investor's admission to the Fund as follows:

(a) Organization and Good Standing. The Investor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Qualified Purchaser. The Investor is a "qualified purchaser" as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(c) Not a Benefit Plan Investor. The Investor is not a "benefit plan investor" as such term is defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder by the U.S. Department of Labor, including 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. No portion of the assets used by the Investor to fund its Commitment constitutes "plan assets" within the meaning of ERISA.

(d) Power and Authority. The Investor has full limited liability company power and authority to enter into this Side Letter, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Side Letter by the Investor does not and will not violate, conflict with, or result in a breach of (i) the Investor's certificate of formation or limited liability company agreement, (ii) any material agreement or instrument to which the Investor is a party or by which it is bound, or (iii) any applicable law, rule, regulation, order, or judgment.

(e) Due Authorization. The execution and delivery of this Side Letter has been duly authorized by all necessary action on the part of the Investor, including, without limitation, approval by the Investor's investment committee. No further consent, approval, or authorization of any person or entity is required for the Investor to execute, deliver, and perform this Side Letter.

12.2 Representations of the General Partner. The General Partner hereby represents and warrants to the Investor as of the date of this Side Letter and as of the date of the Investor's admission to the Fund as follows:

(a) Organization and Good Standing. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.

(b) Power and Authority. The General Partner has full limited liability company power and authority to enter into this Side Letter on behalf of itself and the Fund, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Side Letter by the General Partner does not and will not violate, conflict with, or result in a breach of (i) the General Partner's certificate of formation or limited liability company agreement, (ii) the Partnership Agreement, or (iii) any material agreement or instrument to which the General Partner or the Fund is a party or by which either is bound, or any applicable law, rule, regulation, order, or judgment.

(c) Due Authorization. The execution and delivery of this Side Letter has been duly authorized by all necessary action on the part of the General Partner. No further consent, approval, or authorization of any person or entity (other than the approval contemplated by the Partnership Agreement, if applicable) is required for the General Partner to execute, deliver, and perform this Side Letter on behalf of itself and the Fund.

(d) No Conflict. The terms and provisions of this Side Letter do not conflict with, violate, or result in a breach or default under (i) the Partnership Agreement or any amendment thereto, or (ii) any material agreement, contract, or arrangement to which the General Partner or the Fund is a party or by which either is bound. The General Partner has not granted any rights to any other Limited Partner that would conflict with or limit the rights granted to the Investor under this Side Letter.

SECTION 13: GENERAL PROVISIONS

13.1 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement executed by the Investor in connection with its admission to the Fund, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No Party has relied on any representation, warranty, or agreement not expressly set forth in this Side Letter or the Partnership Agreement.

13.2 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by all Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

13.3 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions of this Side Letter shall continue in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable provision that gives effect to the original intent of the Parties as closely as possible.

13.4 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by confirmed electronic mail, (c) sent by nationally recognized overnight courier, or (d) sent by registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the applicable Party as follows:

If to the Fund or the General Partner:

Meridian Peak Capital Partners GP IV LLC 200 Clarendon Street, 42nd Floor Boston, MA 02116

Attention: Tamara Fujimoto, General Counsel & Chief Compliance Officer

Email: tfujimoto@meridianpeakcapital.com

with a copy (which shall not constitute notice) to:

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

Attention: Harrison K. Drummond

Email: hdrummond@ashfordcrane.com

If to the Investor:

Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021

Attention: Sandra M. Whitfield, General Counsel

Email: swhitfield@briarwoodfamilyoffice.com

with a copy (which shall not constitute notice) to:

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

Attention: Pamela Cross

Email: pcross@calderwoodharkness.com

Any Party may change its address for notice by giving written notice to the other Parties in accordance with this Section 13.4.

13.5 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.

13.6 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

13.7 No Third-Party Beneficiaries. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities of any nature whatsoever.

13.8 Binding Effect. This Side Letter shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither this Side Letter nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties, except as expressly contemplated by Section 9 of this Side Letter.

[Remainder of Page Intentionally Left Blank — Signature Pages Follow]

IN WITNESS WHEREOF, the Parties hereto have caused this Side Letter to be duly executed as of the date first written above.

MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.

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

By: ________

Name: Conrad J. Ellsworth

Title: Authorized Signatory

Date: [●], 2024

MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC

By: ________

Name: Conrad J. Ellsworth

Title: Authorized Signatory

Date: [●], 2024

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Julian R. Hargrove

Title: Managing Director & Chief Investment Officer

Date: [●], 2024

ANNEX A — SUMMARY OF OPEN POINTS

For Discussion Purposes Only — Not Part of the Side Letter

The following is a summary of the three (3) remaining bracketed items in this Third Draft, presented for ease of reference by counsel for the respective Parties:

Resolved Points (for reference):

This Annex A is provided for the convenience of counsel and does not form part of the Side Letter. All open points remain subject to further negotiation and agreement between the Parties.

No.	Section	Issue	GP Position	Investor Position	Status
1	Section 3.3	Aggregate Excuse Cap	20% of Commitment ($15,000,000)	25% of Commitment ($18,750,000)	Open — GP moved from 15% to 20% on March 11, 2024 call; Investor maintains 25%
2	Section 2.2	MFN Summary Delivery Timing	20 Business Days following applicable Close	15 Business Days following applicable Close	Open
3	Section 10.1	Schedule K-1 Delivery Timeline	90 days following fiscal year-end	75 days following fiscal year-end	Open — standard LPA provides 120 days; both parties agree to shorten
Issue	Resolution	Date Agreed
Key Person Suspension Period (Section 7.1)	90 days — GP accepted Investor's original proposal	March 11, 2024 conference call
Anchor Investor Threshold for MFN Exclusion (Section 2.4(i))	$200,000,000	March 11, 2024 conference call

DRAFT — For Discussion Purposes Only — Subject to Further Negotiation
Third Draft — March 14, 2024
Prepared by: Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Transmitted to: Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110
Third Draft reflecting revisions from conference call of March 11, 2024. Bracketed items denote open points subject to further negotiation between the parties. All other points previously in brackets have been resolved in this third draft.
SIDE LETTER
SIDE LETTER (this "Side Letter") to the Amended and Restated Agreement of Limited Partnership of Meridian Peak Capital Partners Fund IV, L.P., dated as of December 20, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time, the "Partnership Agreement").
This Side Letter is dated as of [●], 2024.
AMONG:
1.  MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P., a Delaware limited partnership (the "Fund" or "Fund IV"), EIN: 92-1684537, formed pursuant to Certificate of Limited Partnership No. LP-2023-08841 filed with the Secretary of State of the State of Delaware, having its registered office c/o Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805, and its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116;
2.  MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC, a Delaware limited liability company, as general partner of the Fund (the "General Partner" or "GP"), EIN: 92-1672483, the sole member of which is Meridian Peak Capital Advisors LLC, a Delaware limited liability company, having its registered office c/o Beacon Statutory Services LLC, 1013 Centre Road, Wilmington, DE 19805, and its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116; and
3.  BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company (the "Investor" or "Limited Partner"), EIN: 27-4831956, having its registered office c/o Capitol Registered Agents Inc., 1209 Orange Street, Wilmington, DE 19801, and its principal office at 780 Park Avenue, Suite 3200, New York, NY 10021.
Each of the foregoing, a "Party," and collectively, the "Parties."
RECITALS
WHEREAS, the Fund was formed as a Delaware limited partnership pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on or about October 18, 2023;
WHEREAS, the General Partner is the sole general partner of the Fund and an affiliate of Meridian Peak Capital Advisors LLC, a Delaware limited liability company (the "Sponsor"), with its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116;
WHEREAS, the Fund is seeking capital commitments from investors with a target fund size of One Billion Five Hundred Million Dollars ($1,500,000,000) and a hard cap of One Billion Seven Hundred Fifty Million Dollars ($1,750,000,000);
WHEREAS, the Investor proposes to make a Capital Commitment to the Fund in the amount of Seventy-Five Million Dollars ($75,000,000) (the "Commitment"), representing approximately 5.0% of the target fund size;
WHEREAS, the Investor's principal office is located at 780 Park Avenue, Suite 3200, New York, NY 10021;
WHEREAS, in connection with the Investor's proposed Commitment, the Parties desire to supplement and, where applicable, modify certain provisions of the Partnership Agreement as they apply to the Investor, and to set forth certain additional agreements among the Parties with respect to the Investor's investment in the Fund; and
WHEREAS, the Parties acknowledge that this Side Letter is being entered into as a material inducement for the Investor to make its Commitment to the Fund and that, absent the terms and conditions set forth herein, the Investor would not make such Commitment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1: DEFINITIONS AND INTERPRETATION
1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings ascribed to such terms in the Partnership Agreement dated December 20, 2023. Unless the context otherwise requires, references to Sections in this Side Letter refer to the Sections of this Side Letter.
1.2 Additional Definitions. As used in this Side Letter, the following terms shall have the meanings set forth below:
(a) "Anchor Investor" means any Limited Partner with a Capital Commitment to the Fund equal to or greater than Two Hundred Million Dollars ($200,000,000).
(b) "Commitment" means Seventy-Five Million Dollars ($75,000,000), which is the aggregate Capital Commitment to be made by the Investor to the Fund.
(c) "Excusable Investment" has the meaning set forth in Section 3.1 of this Side Letter.
(d) "Fund Administrator" means Granite Ledger Fund Services LLC, in its capacity as the Fund's third-party administrator.
(e) "Fund Auditor" means Brockton Marsh & Associates LLP, in its capacity as the independent auditor of the Fund.
(f) "Investment Period" means the four (4) year period commencing on the Final Close (as defined in the Partnership Agreement) and ending on the fourth anniversary thereof, subject to any extension or termination in accordance with the Partnership Agreement.
(g) "Key Person" has the meaning set forth in Section 7.1 of this Side Letter.
(h) "Key Person Departure" has the meaning set forth in Section 7.1 of this Side Letter.
(i) "MFN Election Period" means the twenty (20) Business Day period following delivery of the MFN Summary to the Investor.
(j) "MFN Summary" means the redacted summary of material side letter terms described in Section 2.2 of this Side Letter.
(k) "MFN Term" has the meaning set forth in Section 2.1 of this Side Letter.
(l) "Permitted Transferee" means any entity controlled by, or established for the benefit of, the Hargrove family, including, without limitation, any trust, family limited partnership, limited liability company, or other entity the beneficial owners of which are exclusively members of the Hargrove family.
(m) "Placement Agent" means Pinnacle Capital Markets LLC, a Delaware limited liability company and registered broker-dealer (FINRA CRD No. [●]).
(n) "PPM" means the Private Placement Memorandum of the Fund dated December 15, 2023, as the same may be supplemented or amended from time to time.
(o) "Qualifying Co-Investment" has the meaning set forth in Section 6.1 of this Side Letter.
(p) "Suspension Period" has the meaning set forth in Section 7.1 of this Side Letter.
1.3 Conflict with Partnership Agreement. In the event of any conflict or inconsistency between any provision of this Side Letter and any provision of the Partnership Agreement, the terms of this Side Letter shall control and prevail with respect to the Investor, unless otherwise expressly stated herein. The provisions of this Side Letter are intended to supplement the Partnership Agreement and shall not be construed to amend or modify the Partnership Agreement as it applies to any Limited Partner other than the Investor.
1.4 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.
1.5 Interpretation. Unless the context otherwise requires: (a) the word "including" shall mean "including, without limitation"; (b) references to a "Section" shall mean a section of this Side Letter; (c) the singular shall include the plural and vice versa; (d) references to any agreement or instrument shall mean such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time; and (e) references to "days" shall mean calendar days unless otherwise specified as "Business Days."
SECTION 2: MOST FAVORED NATION RIGHTS
2.1 Grant of MFN Rights. The General Partner hereby agrees that the Investor shall be entitled to the benefit of any economic, governance, reporting, or other term or right (each, an "MFN Term") granted by the Fund, the General Partner, or the Sponsor to any other Limited Partner of the Fund whose Capital Commitment to the Fund is equal to or greater than Fifty Million Dollars ($50,000,000), pursuant to any side letter, supplemental agreement, letter agreement, or similar arrangement entered into in connection with such Limited Partner's admission to the Fund, whether at the initial closing or at any subsequent closing (each such right, a "most favored nation" right). The General Partner acknowledges that the Investor's most favored nation rights under this Section 2 are a material inducement for the Investor to make its Commitment to the Fund.
2.2 MFN Summary Delivery. Within [15/20] Business Days following the Close at which the Investor is admitted to the Fund, and within [15/20] Business Days following each subsequent Close (if applicable), the General Partner shall prepare and deliver to the Investor a written summary (the "MFN Summary") of all material side letter terms, provisions, and rights granted to other Limited Partners of the Fund. The MFN Summary may be redacted to remove the identity of the applicable Limited Partner but shall otherwise contain sufficient detail to enable the Investor to evaluate each such term, provision, or right and to make an informed election under Section 2.3 hereof. The General Partner shall, upon reasonable request of the Investor, provide such additional detail regarding any MFN Term as may be reasonably necessary for the Investor to evaluate the applicability and benefit thereof.
[OPEN POINT — Section 2.2: GP position is 20 Business Days following each applicable Close; Investor position is 15 Business Days following each applicable Close. To be resolved.]
2.3 MFN Election. Within twenty (20) Business Days following receipt of the MFN Summary (the "MFN Election Period"), the Investor may deliver written notice to the General Partner (an "MFN Election Notice") electing to receive the benefit of any one or more MFN Terms identified in the MFN Summary. Upon delivery of such MFN Election Notice, this Side Letter shall be deemed automatically amended to incorporate each MFN Term elected by the Investor, effective as of the date of the MFN Election Notice, and the General Partner shall promptly deliver to the Investor a written confirmation of the MFN Term(s) so incorporated. If the Investor does not deliver an MFN Election Notice within the MFN Election Period, the Investor shall be deemed to have waived its right to elect any MFN Term identified in the applicable MFN Summary, provided that such waiver shall not affect the Investor's right to make an MFN election in connection with any subsequent MFN Summary.
2.4 Exclusions from MFN. The most favored nation rights set forth in this Section 2 shall not apply to any of the following:
(i) any term or right granted to an Anchor Investor (i.e., a Limited Partner with a Capital Commitment of Two Hundred Million Dollars ($200,000,000) or more, representing approximately 13.33% or more of the target fund size of the Fund); [Agreed — conference call of March 11, 2024]
(ii) any term or right granted to any Limited Partner to accommodate regulatory, tax, legal, or compliance requirements specific and particular to such Limited Partner, including, without limitation, terms or rights granted to (a) investors subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"), (b) tax-exempt investors within the meaning of Section 501(a) of the Code, (c) governmental plan investors (as defined in Section 3(32) of ERISA), or (d) investors organized or domiciled outside of the United States that require specific accommodations to address applicable foreign law, regulatory, or tax requirements; and
(iii) any term or right available to affiliates of the General Partner or the Sponsor, including, without limitation, any affiliate co-investment arrangement or reduced-fee arrangement applicable to persons employed by or providing services to the General Partner, the Sponsor, or any of their respective affiliates.
For the avoidance of doubt, the exclusions set forth in this Section 2.4 shall be construed narrowly and shall not serve as a basis for the General Partner to avoid its obligations under Section 2.1 with respect to any MFN Term that is not clearly and exclusively within one of the foregoing categories.
SECTION 3: EXCUSE AND EXCLUSION RIGHTS
3.1 Excuse Right. Upon receipt of a capital call notice from the General Partner identifying a proposed Portfolio Investment (or, if the General Partner provides advance notice or a pre-funding notification regarding a proposed Portfolio Investment prior to the issuance of a formal capital call notice, upon receipt of such advance notice or pre-funding notification), the Investor may deliver written notice to the General Partner within fifteen (15) Business Days of receipt of such capital call notice (or advance notice, as applicable) electing to be excused from participation in such Portfolio Investment if such investment involves any of the following (each, an "Excusable Investment"):
(a) cannabis or cannabis-related assets, businesses, or properties, including, without limitation, the cultivation, processing, distribution, or sale of cannabis or cannabis-derived products, or any ancillary business that derives a material portion of its revenue from the cannabis industry;
(b) gaming, casino, or gambling-related properties or businesses, including, without limitation, the ownership, management, or operation of casinos, sports betting platforms, online gambling operations, or any other enterprise the primary activity of which involves games of chance;
(c) investments in jurisdictions subject to comprehensive U.S. economic sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury, including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine, or investments that would otherwise cause the Investor to be in violation of any sanctions program administered by OFAC; or
(d) any investment that would cause the Investor 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, including 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.
3.2 Effect of Excuse. If the Investor exercises its excuse right under Section 3.1 with respect to any Excusable Investment:
(a) the Investor's Unfunded Commitment shall be reduced dollar-for-dollar by the amount of capital that would have been called from the Investor in respect of such Excusable Investment had the Investor not been excused;
(b) the Investor's share of any gains, losses, income, deductions, credits, and expenses attributable to such Excusable Investment shall be reallocated to the non-excused Limited Partners on a pro rata basis (based on each such non-excused Limited Partner's respective Capital Commitment relative to the total Capital Commitments of all non-excused Limited Partners participating in such Excusable Investment); and
(c) the Investor shall not be entitled to any distributions or allocations from the Fund attributable to such Excusable Investment.
3.3 Aggregate Excuse Cap. The aggregate amount of capital attributable to Excusable Investments from which the Investor may be excused pursuant to this Section 3 shall not exceed [20%/25%] of the Investor's Commitment.
[OPEN POINT — Section 3.3: GP position is 20% of Commitment ($75,000,000 × 20% = $15,000,000); Investor position is 25% of Commitment ($75,000,000 × 25% = $18,750,000). Note: GP's original position was 15% ($11,250,000); GP moved to 20% following the March 11, 2024 conference call. Investor's counter-proposal was and remains 25%. To be resolved.]
Once the aggregate capital attributable to Excusable Investments from which the Investor has been excused equals the applicable cap, the Investor shall have no further right to be excused from any Portfolio Investment under this Section 3, and the Investor shall be obligated to fund Capital Calls in respect of all subsequent Portfolio Investments in accordance with the Partnership Agreement.
3.4 Excuse Notice Mechanics. The Investor's excuse election under Section 3.1 must be delivered in writing to the General Partner at its principal office at 200 Clarendon Street, 42nd Floor, Boston, MA 02116, Attention: Tamara Fujimoto, General Counsel & CCO, or via email to such electronic address as the General Partner may designate in writing from time to time, within the fifteen (15) Business Day period specified in Section 3.1. Failure by the Investor to deliver timely written notice of its election to be excused shall constitute a waiver of the Investor's excuse right with respect to the applicable Portfolio Investment, and the Investor shall be obligated to fund its pro rata share of the Capital Call in respect of such Portfolio Investment in accordance with the Partnership Agreement. The General Partner shall provide written confirmation to the Investor of the receipt and effectiveness of any excuse election notice within five (5) Business Days following receipt thereof.
SECTION 4: MANAGEMENT FEE REDUCTION
4.1 Fee During Investment Period. Notwithstanding Section 6.1(a) of the Partnership Agreement (or any successor provision thereto addressing the calculation of the Management Fee during the Investment Period), during the Investment Period the Management Fee payable by the Investor to the Fund (or the General Partner, as applicable) shall be calculated at a rate of one and one-half percent (1.50%) per annum of the Investor's Commitment, in lieu of the standard rate of one and three-quarters percent (1.75%) per annum of Committed Capital as set forth in the Partnership Agreement. By way of illustration and not limitation:
(a) The annual Management Fee payable by the Investor during the Investment Period at the negotiated rate shall be: $75,000,000 × 1.50% = $1,125,000 per annum.
(b) The annual Management Fee that would otherwise be payable by the Investor during the Investment Period at the standard rate shall be: $75,000,000 × 1.75% = $1,312,500 per annum.
(c) The annual savings to the Investor resulting from the reduced rate shall be: $1,312,500 − $1,125,000 = $187,500 per annum.
(d) The cumulative savings to the Investor over a four (4) year Investment Period shall be: $187,500 × 4 = $750,000.
4.2 Fee Post-Investment Period. Following the expiration or earlier termination of the Investment Period, the Management Fee payable by the Investor shall be calculated at a rate of one and one-quarter percent (1.25%) per annum of the Investor's Invested Capital (as defined in the Partnership Agreement), in lieu of the standard rate of one and one-half percent (1.50%) per annum of Invested Capital as set forth in the Partnership Agreement. The reduction set forth in this Section 4.2 represents a reduction of twenty-five (25) basis points from the standard post-Investment Period rate, consistent with the twenty-five (25) basis point reduction from the standard Investment Period rate set forth in Section 4.1.
4.3 Fee Calculation. For the avoidance of doubt, Management Fees payable by the Investor shall be calculated and payable quarterly in advance in accordance with the terms and procedures set forth in the Partnership Agreement, subject to the reduced rates set forth in Sections 4.1 and 4.2 of this Side Letter. In the event that the Investment Period commences or terminates on a date other than the first day of a fiscal quarter, the Management Fee for such partial quarter shall be prorated on a daily basis based on the actual number of days in such quarter. Nothing in this Section 4 shall affect the calculation of Management Fees payable by any Limited Partner other than the Investor.
SECTION 5: PLACEMENT AGENT FEE OFFSET
5.1 Offset. The General Partner acknowledges that Pinnacle Capital Markets LLC (the "Placement Agent") has been retained by the Fund and/or the General Partner to serve as placement agent in connection with the offering of limited partnership interests in the Fund. The General Partner further acknowledges that the Placement Agent is entitled to a placement fee of one percent (1.0%) of the Investor's Commitment in connection with the Investor's admission to the Fund, resulting in a placement fee of Seven Hundred Fifty Thousand Dollars ($750,000) ($75,000,000 × 1.0%) (the "Placement Fee").
One hundred percent (100%) of any Placement Fee paid or payable by the Fund or the General Partner to the Placement Agent that is attributable to the Investor's Commitment shall be offset against the Management Fees otherwise payable by the Investor pursuant to the Partnership Agreement (as modified by Section 4 of this Side Letter), in the manner and at such times as determined by the General Partner in its reasonable discretion, until the full amount of such Placement Fee has been offset. The General Partner shall provide the Investor with an annual accounting of the Placement Fee offset, including the cumulative amount of Placement Fees offset to date and the remaining balance of the Placement Fee yet to be offset.
5.2 Disclosure. The General Partner represents and warrants that the compensation payable to the Placement Agent in connection with the Investor's Commitment is as described in Section 5.1 above and that no additional fees, commissions, or other compensation are payable to the Placement Agent or any other person in connection with the solicitation of the Investor's Commitment, other than as disclosed in the PPM or in writing to the Investor.
SECTION 6: CO-INVESTMENT RIGHTS
6.1 Right to Co-Invest. The General Partner shall offer the Investor a co-investment opportunity in connection with any Portfolio Investment by the Fund where the aggregate equity investment by the Fund and any co-investors (including any co-investment vehicles organized by the General Partner or the Sponsor) exceeds One Hundred Million Dollars ($100,000,000) in the aggregate (each such opportunity, a "Qualifying Co-Investment"). The General Partner's obligation to offer co-investment opportunities under this Section 6 is subject to the General Partner's determination, in its reasonable discretion, that such co-investment can be structured and consummated in a manner that is consistent with the Fund's overall investment strategy and does not materially delay or otherwise adversely affect the Fund's ability to consummate the applicable Portfolio Investment.
6.2 Allocation. The Investor shall be entitled to participate in each Qualifying Co-Investment up to the Investor's pro rata share, which shall be determined by reference to the Investor's Commitment as a percentage of the total Capital Commitments of all Limited Partners in the Fund as of the date of the applicable Qualifying Co-Investment. For purposes of illustration, if the Investor's Commitment represents 5.0% of total Capital Commitments at the time of a Qualifying Co-Investment, the Investor would be entitled to co-invest up to 5.0% of the total co-investment allocation available in connection with such Qualifying Co-Investment.
6.3 Terms of Co-Investment. Any co-investment by the Investor pursuant to this Section 6 shall be made on a no-management-fee, no-carried-interest basis through a co-investment vehicle, special purpose vehicle, or other investment structure designated by the General Partner in its reasonable discretion. Notwithstanding the foregoing, the Investor acknowledges that co-investments may be subject to reasonable organizational, legal, and administrative expenses associated with the formation and operation of the applicable co-investment vehicle. The terms and conditions of any co-investment (other than the no-management-fee, no-carried-interest provisions set forth above) shall be as determined by the General Partner in its reasonable discretion and shall be set forth in a separate co-investment agreement to be negotiated in good faith by the Parties at the time of such co-investment.
6.4 Mechanics. The General Partner shall notify the Investor in writing of any Qualifying Co-Investment opportunity, including a summary of the material terms thereof (including the anticipated size of the co-investment allocation, the target company or asset, and the expected closing timeline), within a reasonable time prior to the anticipated closing of such investment but in no event less than ten (10) Business Days prior to such anticipated closing (or, if such ten (10) Business Day period is not practicable due to the circumstances of the transaction, as soon as practicable thereafter). The Investor shall have ten (10) Business Days from receipt of such notice to accept or decline the co-investment opportunity in writing. Failure by the Investor to respond within such ten (10) Business Day period shall be deemed a declination of the applicable Qualifying Co-Investment opportunity, and the General Partner shall have no further obligation to the Investor with respect thereto.
SECTION 7: KEY PERSON EVENT ENHANCEMENT
7.1 Supplemental Key Person Provision. In addition to and without limitation of the key person provisions set forth in Article IX of the Partnership Agreement (or any successor article or section thereof addressing key person events), if either Conrad J. Ellsworth or Priya Narayan (each, a "Key Person") ceases to devote substantially all of his or her business time, effort, and attention to the management and affairs of the Fund and the Sponsor (a "Key Person Departure"), the Investment Period shall be automatically suspended for a period of ninety (90) days commencing on the date of such Key Person Departure (the "Suspension Period"). During the Suspension Period, the General Partner shall not make any new Portfolio Investments or issue Capital Calls for the purpose of funding new Portfolio Investments (other than Capital Calls for management fees, fund expenses, or indemnification obligations, or to fund Portfolio Investments for which binding commitments were entered into prior to the Key Person Departure). The General Partner shall promptly notify the Investor in writing upon the occurrence of any Key Person Departure, and in no event later than five (5) Business Days following the date of such Key Person Departure. [Agreed — conference call of March 11, 2024; GP accepted Investor's original 90-day proposal.]
7.2 Investor Election During Suspension Period. During the Suspension Period, the Investor may deliver written notice to the General Partner (a "Cessation Election Notice") electing to cease participation in future Capital Calls. If the Investor delivers a Cessation Election Notice:
(a) the Investor's Unfunded Commitment shall be reduced to zero effective as of the date of receipt of the Cessation Election Notice by the General Partner;
(b) the Investor shall have no further obligation to fund Capital Calls other than Capital Calls attributable to:
(i) Portfolio Investments for which binding commitments were entered into by the Fund prior to the date of the Key Person Departure;
(ii) Management Fees, organizational expenses, and other fund expenses payable in accordance with the Partnership Agreement (as modified by this Side Letter); and
(iii) indemnification obligations of the Investor under the Partnership Agreement; and
(c) the Investor shall continue to be entitled to its allocable share of all distributions from the Fund in respect of Portfolio Investments made prior to the date of the Key Person Departure and in respect of any Portfolio Investment made pursuant to binding commitments described in clause (b)(i) above.
7.3 Resumption. If the Investment Period resumes following the expiration of the Suspension Period (whether by replacement of the Key Person with a person reasonably acceptable to the advisory committee of the Fund, or otherwise in accordance with the terms and procedures set forth in the Partnership Agreement), and the Investor has not delivered a Cessation Election Notice under Section 7.2, the Investor's obligations to fund Capital Calls in accordance with the Partnership Agreement (as modified by this Side Letter) shall resume in full force and effect, and the Investor's Unfunded Commitment shall be reinstated to the amount that would have been outstanding but for the Suspension Period. The General Partner shall promptly notify the Investor in writing of the resumption of the Investment Period.
SECTION 8: ENHANCED REPORTING
8.1 Quarterly Reports. The General Partner shall deliver, or cause to be delivered, to the Investor quarterly portfolio-level reports within forty-five (45) days following the end of each fiscal quarter of the Fund. Such quarterly reports shall include, at a minimum, the following:
(a) a summary of all Portfolio Investments held by the Fund as of the end of such fiscal quarter, including a brief description of each investment, the date of acquisition, and the sector and geographic classification thereof;
(b) fair value estimates of each Portfolio Investment as of the end of such fiscal quarter, determined in accordance with the Fund's valuation policies and in compliance with ASC 820 (or any successor standard);
(c) the Investor's capital account balance as of the end of such fiscal quarter, including a summary of all contributions, distributions, and allocations during such fiscal quarter; and
(d) a narrative discussion of material portfolio events occurring during such fiscal quarter, including any material changes in the financial condition, operations, or prospects of Portfolio Investments, any material dispositions or realizations, and any significant developments affecting the Fund or the markets in which the Fund operates.
8.2 Annual Audited Financial Statements. The General Partner shall cause audited annual financial statements of the Fund, prepared in accordance with U.S. generally accepted accounting principles and audited by the Fund Auditor (Brockton Marsh & Associates LLP), to be delivered to the Investor within ninety (90) days following the end of each fiscal year of the Fund. Such financial statements shall include a balance sheet, a statement of operations, a statement of changes in partners' capital, a statement of cash flows, and the notes thereto, together with the Fund Auditor's report thereon.
8.3 ESG Reporting. The General Partner shall deliver, or cause to be delivered, to the Investor an annual report covering the Fund's environmental, social, and governance ("ESG") practices and the ESG profile of Portfolio Investments, including, to the extent reasonably available, information regarding the Fund's carbon footprint, diversity and inclusion initiatives, and governance frameworks applicable to Portfolio Investments. Such ESG report shall be delivered concurrently with the annual audited financial statements described in Section 8.2 above.
8.4 Fund Administrator. The Parties acknowledge that Granite Ledger Fund Services LLC serves as the Fund Administrator and may assist in the preparation and delivery of the reports described in this Section 8. The General Partner shall remain responsible for the accuracy and completeness of all reports delivered to the Investor, notwithstanding any delegation of preparation or delivery responsibilities to the Fund Administrator.
8.5 Additional Reporting. The General Partner shall, upon reasonable request of the Investor and at the Investor's sole cost and expense (if any incremental cost is incurred), provide such additional information and reporting regarding the Fund, the Portfolio Investments, or the Investor's interest in the Fund as the Investor may reasonably require for its own internal reporting, regulatory compliance, or tax planning purposes, provided that the General Partner shall not be required to disclose information that is subject to confidentiality restrictions imposed by third parties or that the General Partner reasonably determines would be competitively sensitive.
SECTION 9: TRANSFER RIGHTS
9.1 Permitted Transfers. Notwithstanding any transfer restriction set forth in Article XI of the Partnership Agreement (or any successor article or section thereof addressing the transfer of limited partnership interests), the Investor shall have the right to transfer all or any portion of its Interest in the Fund to any Permitted Transferee (i.e., any entity controlled by, or established for the benefit of, the Hargrove family) without the prior consent of the General Partner, provided that all of the following conditions are satisfied:
(a) such transfer complies with all applicable federal and state securities laws, including the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;
(b) such transfer would not result in a termination of the Fund under Section 708 of the Internal Revenue Code of 1986, as amended, or any successor provision thereto;
(c) the Permitted Transferee executes and delivers to the General Partner a counterpart to the Partnership Agreement and this Side Letter, and such other documents and instruments as the General Partner may reasonably request to evidence the Permitted Transferee's agreement to be bound by all terms and conditions of the Partnership Agreement and this Side Letter applicable to the Investor;
(d) the Investor provides the General Partner with at least fifteen (15) Business Days' prior written notice of such proposed transfer, together with such information regarding the Permitted Transferee as the General Partner may reasonably request for purposes of compliance with applicable anti-money laundering, know-your-customer, and tax reporting requirements; and
(e) the Investor bears all reasonable and documented costs and expenses (including, without limitation, legal fees, transfer taxes, and administrative fees) incurred by the Fund, the General Partner, or the Fund Administrator in connection with such transfer.
9.2 Conditions Subsequent. Following any transfer to a Permitted Transferee in accordance with Section 9.1, the Permitted Transferee shall be deemed a "Limited Partner" and an "Investor" for all purposes of this Side Letter and the Partnership Agreement, and shall be entitled to all rights and subject to all obligations applicable to the Investor hereunder and thereunder.
SECTION 10: TAX REPORTING
10.1 Schedule K-1 Delivery. The General Partner shall use commercially reasonable efforts to deliver (or cause to be delivered) IRS Schedule K-1 (Form 1065, Partner's Share of Income, Deductions, Credits, etc.) to the Investor within [75/90] days following the end of each fiscal year of the Fund.
[OPEN POINT — Section 10.1: Investor position is 75 days following fiscal year-end; GP position is 90 days following fiscal year-end. Note: The standard provision set forth in the Partnership Agreement provides for delivery within 120 days following fiscal year-end. Both parties have agreed that the standard 120-day period should be shortened; the remaining issue is the extent of such shortening. To be resolved.]
10.2 Tax Estimates. The General Partner shall use commercially reasonable efforts to deliver (or cause to be delivered) estimated tax information to the Investor within sixty (60) days following the end of each fiscal year of the Fund, which estimated tax information shall include a good-faith estimate of the Investor's allocable share of the Fund's taxable income, gains, losses, deductions, and credits for such fiscal year, in sufficient detail to permit the Investor to prepare and file estimated tax payments, if applicable.
10.3 Cooperation. The General Partner shall cooperate in good faith with the Investor and its tax advisors with respect to any tax-related inquiries, audits, or proceedings involving the Fund, and shall provide such information and documentation as may be reasonably requested by the Investor in connection therewith.
SECTION 11: CONFIDENTIALITY
11.1 Confidentiality Obligations. The Investor acknowledges and confirms its confidentiality obligations under Article XIV of the Partnership Agreement (or any successor article or section thereof addressing confidentiality). For the avoidance of doubt, and notwithstanding any provision of the Partnership Agreement or this Side Letter to the contrary, nothing in the Partnership Agreement or this Side Letter shall restrict or prohibit the Investor from disclosing information regarding the Fund, the Fund's investments, the terms of this Side Letter, or any other information received by the Investor in connection with its investment in the Fund, to any of the following:
(a) the Investor's legal, tax, accounting, and financial advisors, in each case who are subject to customary professional duties of confidentiality or who have agreed to keep such information confidential;
(b) members of the Hargrove family and directors, officers, employees, and agents of the Investor and its affiliates, in each case who have a reasonable need to know such information and who have agreed to keep such information confidential;
(c) any governmental, regulatory, or self-regulatory authority having jurisdiction over the Investor, to the extent required by applicable law, rule, regulation, or regulatory examination or inquiry, including, without limitation, the U.S. Securities and Exchange Commission, the Internal Revenue Service, and any state securities or tax authority; and
(d) any Permitted Transferee in connection with a proposed transfer under Section 9 of this Side Letter, provided that such Permitted Transferee has executed a confidentiality agreement in form and substance reasonably satisfactory to the General Partner prior to receiving any such information.
11.2 Confidentiality of Side Letter. The General Partner shall maintain the confidentiality of this Side Letter and the terms and provisions hereof and shall not disclose the terms of this Side Letter or the existence thereof to any other Limited Partner of the Fund or any other third party, except:
(i) to the extent required by applicable law, rule, or regulation, or by order of any court or governmental authority of competent jurisdiction;
(ii) as necessary to comply with the General Partner's obligations under Section 2 hereof to prepare and deliver the MFN Summary to other Limited Partners entitled to most favored nation rights, in which case the identity of the Investor shall be redacted from any such MFN Summary or related disclosure; or
(iii) with the prior written consent of the Investor, which consent may be withheld, conditioned, or delayed in the Investor's sole and absolute discretion.
The General Partner shall promptly notify the Investor in writing of any disclosure of the terms of this Side Letter required under clause (i) of this Section 11.2, to the extent such prior notification is permitted by applicable law.
SECTION 12: REPRESENTATIONS AND WARRANTIES
12.1 Representations of the Investor. The Investor hereby represents and warrants to the Fund and the General Partner as of the date of this Side Letter and as of the date of the Investor's admission to the Fund as follows:
(a) Organization and Good Standing. The Investor is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Qualified Purchaser. The Investor is a "qualified purchaser" as such term is defined in Section 2(a)(51)(A) of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.
(c) Not a Benefit Plan Investor. The Investor is not a "benefit plan investor" as such term is defined in Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the regulations promulgated thereunder by the U.S. Department of Labor, including 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. No portion of the assets used by the Investor to fund its Commitment constitutes "plan assets" within the meaning of ERISA.
(d) Power and Authority. The Investor has full limited liability company power and authority to enter into this Side Letter, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Side Letter by the Investor does not and will not violate, conflict with, or result in a breach of (i) the Investor's certificate of formation or limited liability company agreement, (ii) any material agreement or instrument to which the Investor is a party or by which it is bound, or (iii) any applicable law, rule, regulation, order, or judgment.
(e) Due Authorization. The execution and delivery of this Side Letter has been duly authorized by all necessary action on the part of the Investor, including, without limitation, approval by the Investor's investment committee. No further consent, approval, or authorization of any person or entity is required for the Investor to execute, deliver, and perform this Side Letter.
12.2 Representations of the General Partner. The General Partner hereby represents and warrants to the Investor as of the date of this Side Letter and as of the date of the Investor's admission to the Fund as follows:
(a) Organization and Good Standing. The General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Power and Authority. The General Partner has full limited liability company power and authority to enter into this Side Letter on behalf of itself and the Fund, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Side Letter by the General Partner does not and will not violate, conflict with, or result in a breach of (i) the General Partner's certificate of formation or limited liability company agreement, (ii) the Partnership Agreement, or (iii) any material agreement or instrument to which the General Partner or the Fund is a party or by which either is bound, or any applicable law, rule, regulation, order, or judgment.
(c) Due Authorization. The execution and delivery of this Side Letter has been duly authorized by all necessary action on the part of the General Partner. No further consent, approval, or authorization of any person or entity (other than the approval contemplated by the Partnership Agreement, if applicable) is required for the General Partner to execute, deliver, and perform this Side Letter on behalf of itself and the Fund.
(d) No Conflict. The terms and provisions of this Side Letter do not conflict with, violate, or result in a breach or default under (i) the Partnership Agreement or any amendment thereto, or (ii) any material agreement, contract, or arrangement to which the General Partner or the Fund is a party or by which either is bound. The General Partner has not granted any rights to any other Limited Partner that would conflict with or limit the rights granted to the Investor under this Side Letter.
SECTION 13: GENERAL PROVISIONS
13.1 Entire Agreement. This Side Letter, together with the Partnership Agreement and the Subscription Agreement executed by the Investor in connection with its admission to the Fund, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter. No Party has relied on any representation, warranty, or agreement not expressly set forth in this Side Letter or the Partnership Agreement.
13.2 Amendments. This Side Letter may not be amended, modified, supplemented, or waived except by a written instrument executed by all Parties hereto. No failure or delay by any Party in exercising any right, power, or privilege under this Side Letter shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
13.3 Severability. If any provision of this Side Letter is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter, and the remaining provisions of this Side Letter shall continue in full force and effect. In the event that any provision is held to be invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to agree upon a valid, legal, and enforceable provision that gives effect to the original intent of the Parties as closely as possible.
13.4 Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Side Letter shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by confirmed electronic mail, (c) sent by nationally recognized overnight courier, or (d) sent by registered or certified mail, return receipt requested, postage prepaid, in each case addressed to the applicable Party as follows:
If to the Fund or the General Partner:
Meridian Peak Capital Partners GP IV LLC 200 Clarendon Street, 42nd Floor Boston, MA 02116
Attention: Tamara Fujimoto, General Counsel & Chief Compliance Officer
Email: tfujimoto@meridianpeakcapital.com
with a copy (which shall not constitute notice) to:
Ashford Crane & Hewitt LLP 1 Federal Street, Suite 3600 Boston, MA 02110
Attention: Harrison K. Drummond
Email: hdrummond@ashfordcrane.com
If to the Investor:
Briarwood Family Office LLC 780 Park Avenue, Suite 3200 New York, NY 10021
Attention: Sandra M. Whitfield, General Counsel
Email: swhitfield@briarwoodfamilyoffice.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 425 Lexington Avenue New York, NY 10017
Attention: Pamela Cross
Email: pcross@calderwoodharkness.com
Any Party may change its address for notice by giving written notice to the other Parties in accordance with this Section 13.4.
13.5 Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles that would result in the application of the laws of any other jurisdiction.
13.6 Counterparts. This Side Letter may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
13.7 No Third-Party Beneficiaries. Nothing in this Side Letter, express or implied, is intended to or shall confer upon any person or entity other than the Parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities of any nature whatsoever.
13.8 Binding Effect. This Side Letter shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither this Side Letter nor any rights or obligations hereunder may be assigned by any Party without the prior written consent of the other Parties, except as expressly contemplated by Section 9 of this Side Letter.
[Remainder of Page Intentionally Left Blank — Signature Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have caused this Side Letter to be duly executed as of the date first written above.
MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.
By: Meridian Peak Capital Partners GP IV LLC, its General Partner
By: ________
Name: Conrad J. Ellsworth
Title: Authorized Signatory
Date: [●], 2024
MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC
By: ________
Name: Conrad J. Ellsworth
Title: Authorized Signatory
Date: [●], 2024
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Julian R. Hargrove
Title: Managing Director & Chief Investment Officer
Date: [●], 2024
ANNEX A — SUMMARY OF OPEN POINTS
For Discussion Purposes Only — Not Part of the Side Letter
The following is a summary of the three (3) remaining bracketed items in this Third Draft, presented for ease of reference by counsel for the respective Parties:
Resolved Points (for reference):
This Annex A is provided for the convenience of counsel and does not form part of the Side Letter. All open points remain subject to further negotiation and agreement between the Parties.
No. | Section | Issue | GP Position | Investor Position | Status
1 | Section 3.3 | Aggregate Excuse Cap | 20% of Commitment ($15,000,000) | 25% of Commitment ($18,750,000) | Open — GP moved from 15% to 20% on March 11, 2024 call; Investor maintains 25%
2 | Section 2.2 | MFN Summary Delivery Timing | 20 Business Days following applicable Close | 15 Business Days following applicable Close | Open
3 | Section 10.1 | Schedule K-1 Delivery Timeline | 90 days following fiscal year-end | 75 days following fiscal year-end | Open — standard LPA provides 120 days; both parties agree to shorten
Issue | Resolution | Date Agreed
Key Person Suspension Period (Section 7.1) | 90 days — GP accepted Investor's original proposal | March 11, 2024 conference call
Anchor Investor Threshold for MFN Exclusion (Section 2.4(i)) | $200,000,000 | March 11, 2024 conference call

DRAFT — For Discussion Purposes Only — Subject to Further Negotiation

SIDE LETTER

RECITALS

SECTION 1: DEFINITIONS AND INTERPRETATION

SECTION 2: MOST FAVORED NATION RIGHTS

SECTION 3: EXCUSE AND EXCLUSION RIGHTS

SECTION 4: MANAGEMENT FEE REDUCTION

SECTION 5: PLACEMENT AGENT FEE OFFSET

SECTION 6: CO-INVESTMENT RIGHTS

SECTION 7: KEY PERSON EVENT ENHANCEMENT

SECTION 8: ENHANCED REPORTING

SECTION 9: TRANSFER RIGHTS

SECTION 10: TAX REPORTING

SECTION 11: CONFIDENTIALITY

SECTION 12: REPRESENTATIONS AND WARRANTIES

SECTION 13: GENERAL PROVISIONS

MERIDIAN PEAK CAPITAL PARTNERS FUND IV, L.P.

MERIDIAN PEAK CAPITAL PARTNERS GP IV LLC

BRIARWOOD FAMILY OFFICE LLC

Record

Parties

Dates

Amounts