Contract analysis

1. Introductory Paragraph / Engagement Overview Meridian Capital Advisors LLC ("Meridian" or the "Broker") is pleased to confirm, by this engagement letter (this "Letter"), the terms upon which Meridian has been engaged by Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), acting through its general partner, Pinnacle Holdings Group LLC, a Delaware limited liability com

2. The Properties The Properties to be marketed and sold under this engagement consist of seven (7) mixed-use commercial real estate assets located in the Mid-Atlantic region, specifically in the metropolitan areas of Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia. Each Property has been independently appraised by Keymark Valuation Group LLC pursuant to that certain App

3. Scope of Services Meridian shall provide the following services with respect to each Property during the Engagement Term: (a) Market Analysis and Pricing Strategy. Meridian shall prepare a comprehensive market analysis and recommended listing or asking price for each Property. Each such analysis shall be informed by the Keymark appraised values, current and projected market conditions in the applicable submarket o

4. Exclusive Listing and Marketing Timeline Exclusive Engagement. Meridian is hereby appointed as the exclusive disposition broker for all seven (7) Properties for the duration of the Engagement Term. During the Engagement Term, neither the Partnership nor any of its partners, affiliates, officers, directors, members, managers, employees, or agents shall engage any other broker, finder, or intermediary in connection

5. Commission and Fee Structure Commission Rate. In consideration of the services to be provided by Meridian hereunder, Meridian shall be entitled to a commission equal to one and seventy-five hundredths percent (1.75%) of the gross sale price for each Property upon the closing of the sale of such Property (the "Commission"). The "gross sale price" for this purpose shall mean the total purchase price paid by the buye

6. Reporting Obligations Biweekly Status Reports. Meridian shall prepare and deliver written status reports on a biweekly basis (i.e., every two calendar weeks) throughout the Engagement Term. Each status report shall be transmitted by electronic mail and, upon request, by overnight courier to the following recipients: (i) Pinnacle Holdings Group LLC, Attention: Victor A. Sandoval and Denise K. Hartwell, 400 King Str

7. Pinnacle ROFO Coordination Procedures Meridian acknowledges and agrees that the Wind-Down Agreement grants Pinnacle a right of first offer with respect to each Property (the "ROFO"). Meridian's obligations with respect to the ROFO process are as follows: (a) Transmission of Offer Packages. Upon receipt of a bona fide written offer from a third party for the purchase of any Property, Meridian shall, within two (2)

8. Representations and Covenants of Meridian Meridian hereby represents, warrants, and covenants to Greystone, Pinnacle, and Briarwood as follows: (a) Licensure. Meridian is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and is duly licensed as a real estate broker (or holds such equivalent licensure as is required) in each of the states in which the Properties

9. Term and Termination Termination for Cause. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party (with copies to Briarwood and, in the case of a notice from Greystone, to Meridian, and in the case of a notice from Meridian, to the General Partner and Briarwood) if the other party has materially breached any provision of this Letter and has failed to cure such br

10. Confidentiality Meridian acknowledges that, in the course of performing its services under this Letter, it will receive and have access to confidential and proprietary information regarding the Properties, the Partnership, the terms and status of the wind-down process, the financial affairs of the Partnership and its partners, tenant information, and other sensitive business information (collectively, "Confidenti

11. Indemnification Indemnification by Greystone. Greystone shall indemnify, defend, and hold harmless Meridian, its members, managers, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to: (i) any breach by Greystone of its representations, warranties, or obligations und

12. Relationship of Parties Meridian is engaged hereunder as an independent contractor. Nothing in this Letter shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any fiduciary relationship between Meridian, on the one hand, and Greystone, Pinnacle, Briarwood, or any of their respective affiliates, on the other hand. Meridian shall have no authorit

13. Lender Coordination Meridian acknowledges that the Properties are encumbered by a secured term loan from Harborline Commercial Lending, LLC ("Harborline"), Loan Reference No. HCL-2020-07842, with an outstanding principal balance of approximately Sixty-One Million Seven Hundred Thousand Dollars ($61,700,000) as of February 28, 2025 (the "Harborline Loan"). The Harborline Loan is governed by that certain Credit Agr

14. Notices All notices, reports, requests, demands, consents, and other communications required or permitted to be given under this Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by electronic mail (with confirmation of receipt), to the following addresses (or such other addresses as may be designated by a party in a written notice to the other parti

15. Governing Law and Dispute Resolution Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would require or permit the application of the laws of another jurisdiction. Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Letter, including any dispute reg

16. Miscellaneous Entire Agreement. This Letter, together with the Wind-Down Agreement and the exhibits attached hereto, constitutes the entire agreement between Meridian and Greystone (and, to the extent of Briarwood's acknowledgment and consent, Briarwood) with respect to the engagement described herein, and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whet

17. Signature blocks MERIDIAN CAPITAL ADVISORS LLC By: ________ Name: Nadia Kowalski Title: Managing Director Date: ________ ACCEPTED AND AGREED: GREYSTONE REALTY PARTNERS, L.P. By: Pinnacle Holdings Group LLC, its General Partner By: ________ Name: Victor A. Sandoval Title: Managing Member Date: ________ ACKNOWLEDGED AND CONSENTED TO: BRIARWOOD FAMILY OFFICE LLC By: ________ Name: Elliot R. Briarwood Title: Sole Man

7. Walnut Bridge Aggregate Portfolio Summary: This Property Schedule is qualified in its entirety by the detailed information contained in the Keymark Appraisal Report No. KVG-2025-0214 and the property-level records maintained by the Partnership. In the event of any discrepancy between this schedule and the Keymark Appraisal, the Keymark Appraisal shall control. EXHIBIT B FORM OF BUYER CONFIDENTIALITY AGREEMENT CONF

1. Definition of Confidential Information. "Confidential Information" means all information (whether written, oral, electronic, visual, or in any other form) disclosed or made available by or on behalf of the Disclosing Party or the Broker to the Receiving Party or its Representatives (as defined below) in connection with the Receiving Party's evaluation of the potential acquisition of the Property, including, withou

2. Representatives. "Representatives" means the Receiving Party's directors, officers, members, managers, partners, employees, attorneys, accountants, financial advisors, consultants, lenders, and other agents or representatives who have a need to know the Confidential Information for the purpose of evaluating the potential acquisition of the Property and who are informed of the confidential nature of the Confidentia

3. Non-Disclosure and Use Restrictions. The Receiving Party agrees that it shall: (a) keep all Confidential Information strictly confidential and not disclose any Confidential Information to any person other than its Representatives; (b) use the Confidential Information solely for the purpose of evaluating the potential acquisition of the Property and not for any other purpose; (c) not use any Confidential Informatio

4. Exclusions. The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party or its Representatives; (b) was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed b

5. Compelled Disclosure. If the Receiving Party or any of its Representatives is required by applicable law, regulation, legal process, or governmental order to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party and the Broker in writing of such requirement and shall cooperate with the Disclosing Party in seeking a protective order

6. Return or Destruction of Materials. Upon the written request of the Disclosing Party or the Broker, or if the Receiving Party decides not to pursue the potential acquisition of the Property, the Receiving Party shall promptly return to the Disclosing Party or destroy (and certify in writing such destruction of) all Confidential Information in its possession or in the possession of its Representatives, including al

7. No Representations or Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor the Broker makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that it shall not be entitled to rely upon the accuracy or completeness of any Confidential Information furnished hereunder and that only such repre

8. No Obligation to Proceed. Nothing in this Agreement obligates the Disclosing Party to sell the Property or to enter into any further agreement or transaction with the Receiving Party. The Disclosing Party reserves the right, in its sole discretion, to reject any proposal or offer made by the Receiving Party, to terminate discussions or negotiations with the Receiving Party at any time, and to enter into a transact

9. No Contact with Tenants. The Receiving Party shall not contact any tenant of the Property, or any employee of the Disclosing Party or its property management company, regarding the Property or the potential transaction without the prior written consent of the Disclosing Party or the Broker.

10. Remedies. The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunction and specific performance, in addition to all other remedies available a

11. Term. This Agreement shall remain in full force and effect for a period of two (2) years from the date first written above, regardless of whether the Receiving Party proceeds with the potential acquisition of the Property.

12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.

13. Miscellaneous. This Agreement may not be amended except by a written instrument signed by both parties. This Agreement may be executed in counterparts. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. IN WITNESS WHEREOF, the parties have executed this Agre