Contract analysis

I. Executive Summary and Recommendation The purpose of this memorandum is to provide Briarwood Family Office LLC ("Briarwood" or the "Client") with a comprehensive analysis of the binding Term Sheet executed on March 14, 2025 (the "Term Sheet"), and the draft Wind-Down Agreement currently under negotiation for the consensual dissolution and orderly wind-down of Greystone Realty Partners, L.P. (the "Partnership"). Thi

II. Background and Procedural History A. Formation and Structure of the Partnership Greystone Realty Partners, L.P. was formed on June 14, 2018, as a Delaware limited partnership under the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. §§ 17-101 et seq. A Certificate of Limited Partnership was filed with the Delaware Secretary of State on the same date and assigned File No. 7284613. The Partnership's reg

III. Comparison of Negotiated Outcome vs. Judicial Dissolution A. Risks of Continued Litigation While we believe that Briarwood's position in the Chancery Court proceeding is strong, continued litigation presents several meaningful risks that warrant careful consideration. Legal Standard. Under 6 Del. C. § 17-802, a petitioner seeking judicial dissolution of a limited partnership must demonstrate that it is "not reas

IV. Distribution Waterfall Analysis A. Structure of the Waterfall The distribution waterfall set forth in the Term Sheet and the draft Wind-Down Agreement establishes a five-tier priority structure for the allocation of gross proceeds from the disposition of the Partnership's properties. Each tier must be satisfied in full before any amounts are distributed at the next tier. The waterfall is structured as follows: Pr

V. Assessment of Pinnacle's Right of First Offer (ROFO) A. ROFO Mechanics Under the Wind-Down Agreement, Pinnacle is granted a right of first offer on each property in the portfolio. The ROFO operates as follows:

1. Meridian markets the property and solicits offers from third-party purchasers in the ordinary course.

2. Upon receipt of a bona fide third-party offer for a property, the Partnership (acting through a wind-down committee or designated representative) delivers written notice to Pinnacle setting forth the material terms of the third-party offer, including the proposed purchase price, closing timeline, and any material conditions.

3. Pinnacle has twenty (20) business days from receipt of such notice to elect to acquire the subject property by delivering a written exercise notice to the Partnership.

4. If Pinnacle exercises the ROFO, Pinnacle must acquire the property at a price that is no less than 97.5% of the Keymark appraised value for the subject property, regardless of the price offered by the third-party purchaser.

5. If Pinnacle declines to exercise the ROFO or fails to deliver an exercise notice within the twenty-business-day period, the Partnership is free to consummate the sale to the third-party purchaser at the offered price.

6. The ROFO is on a per-property basis, not portfolio-wide. Pinnacle may exercise the ROFO with respect to any one or more properties without being obligated to exercise it as to all properties. In other words, Pinnacle may selectively acquire individual properties. B. Analysis of the 97.5% Floor The 97.5% floor is the critical protective mechanism in the ROFO structure. It establishes a minimum price at which Pinnac

VI. Impact of Reduced Management Fee A. Comparison of Fee Rates Under Section 4.03 of the LPA, Pinnacle is entitled to a management fee of 3.5% of gross revenues generated by the Partnership's portfolio properties in consideration of its services as the day-to-day property manager. The Wind-Down Agreement and the accompanying Side Letter reduce Pinnacle's management fee to 2.0% of gross revenues for the duration of t

VII. Risks of Property Value Depreciation During Wind-Down A. Market Risk The wind-down period, targeting completion by December 31, 2025, exposes the Partnership to fluctuations in the Mid-Atlantic commercial real estate market. While the anticipated disposition period of approximately nine to twelve months is relatively short, it is not immune to adverse market developments. The current market environment for mixed

VIII. Adequacy of Escrow Reserve for Contingent Liabilities A. Structure of the Escrow The Wind-Down Agreement provides for a $1,500,000 escrow reserve to be deposited with Concord Title & Escrow Services, Inc. The escrow is structured as follows: • Escrow Agent: Concord Title & Escrow Services, Inc. • Escrow Officer: Brian L. Whitfield • Account No.: ESC-2025-40071 • Amount: $1,500,000 • Source of Funding: Sale proc

1. Environmental Assessments. We recommend that Phase I Environmental Site Assessments be obtained (or updated, if existing assessments are stale) for each property prior to sale. If any Phase I assessment identifies a recognized environmental condition, a Phase II Environmental Site Assessment should be conducted to quantify the scope and cost of any required remediation. Properties with known environmental issues s