Extract to table

HPS did insert language in the redline providing that the purchase price shall be "free and clear of any purchase price adjustment mechanism, earn-out, holdback, or post-closing price modification of any kind

Meridian/HPS Position (V2): HPS's redline imposes three conditions on the designee right: (a) Any designee must be wholly owned and controlled, directly or indirectly, by Briarwood Family Office LLC at the time of assignment and at closing; (b) Briarwood Family Office LLC shall remain jointly and severally liable with the designee for all of the Buyer's obligations under the PSA (including the obligation to close, fund the purchase price, and pay any damages for breach), even after any such assignment; and (c) The designee entity must be identified in writing to Seller no later than ten (10) business days prior to the scheduled closing date

As to condition (b), insert language stating that continued liability of BFO shall be "subject to negotiation in the PSA" and note that the issue is deferred

Issue 3: Earnest Money Deposit — Initial Amount BFO Position (V1): The initial earnest money deposit shall be Six Million Dollars ($6,000,000), representing five percent (5%) of the purchase price ($120,000,000 × 0

Issue 5: Escrow Agent BFO Position (V1): All deposits under the PSA shall be held in escrow by Prestige Escrow Services LLC, located at 1 Penn Plaza, Suite 4500, New York, New York 10119

Issue 6: Due Diligence Period — Length BFO Position (V1): The due diligence period shall be forty-five (45) calendar days commencing on the date of full execution and delivery of the PSA