Contract analysis

Section 1.1 Defined Terms. As used in this Release Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common contro

Section 1.2 Interpretation. The following rules of interpretation shall apply to this Release Agreement: (a) Capitalized terms used but not otherwise defined in this Release Agreement shall have the meanings ascribed to such terms in the Wind-Down Agreement. (b) The headings of the articles and sections contained in this Release Agreement are inserted for convenience of reference only and shall not affect the meaning

Section 2.1 Release by Pinnacle Released Parties in Favor of Briarwood Released Parties. Effective as of the Effective Date, Pinnacle, Victor A. Sandoval, Denise K. Hartwell, and each of the other Pinnacle Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, acquit, and fo

Section 2.2 Release by Briarwood Released Parties in Favor of Pinnacle Released Parties. Effective as of the Effective Date, Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, and each of the other Briarwood Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, ac

Section 2.3 Excluded Obligations (Carve-Outs). Notwithstanding anything in this Release Agreement to the contrary, the releases set forth in Sections 2.1 and 2.2 shall not release, waive, discharge, or otherwise affect any of the following obligations, rights, duties, or Claims (collectively, the "Excluded Obligations"): (a) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or purs

Section 2.4 Unknown Claims Waiver. Each Party acknowledges that it may discover Claims or facts in addition to or different from those that it now knows or believes to exist with respect to the subject matter of the releases set forth in Sections 2.1 and 2.2, and that such Claims or facts, if known or suspected at the time of the execution of this Release Agreement, may have materially affected the decision of such P

Section 2.5 Covenant Not to Sue. Each Party hereby covenants and agrees that it shall not, directly or indirectly, whether individually, derivatively, representatively, or in any other capacity, commence, institute, maintain, prosecute, participate in, or voluntarily aid in any manner any action, suit, arbitration, mediation, or other legal, equitable, or administrative proceeding of any kind against any Released Par

ARTICLE III REPRESENTATIONS AND WARRANTIES

Section 3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the Execution Date, as follows: (a) Organization and Authority. If such Party is an entity, such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Release Agreement and to perfo

Section 3.2 Representations by Individual Parties. Each of Elliot R. Briarwood, Margaux Briarwood-Feldstein, Victor A. Sandoval, and Denise K. Hartwell, in his or her individual capacity, hereby represents and warrants to each other Party that he or she: (a) has the legal capacity to enter into this Release Agreement and to perform his or her obligations hereunder; (b) is of legal age and sound mind; (c) is not subje

ARTICLE IV EFFECTIVE DATE AND CONDITION

Section 4.1 Effective Date. This Release Agreement shall become effective, and the releases granted in Sections 2.1 and 2.2 shall become irrevocable, as of the Effective Date. The "Effective Date" shall be the date on which the Final Distribution (as defined in the Wind-Down Agreement) has been made to both Briarwood and Pinnacle in accordance with the distribution waterfall set forth in Article IV of the Wind-Down A

Section 4.2 Termination of Wind-Down Agreement. If the Wind-Down Agreement is terminated prior to the Final Distribution in accordance with its terms (including any termination pursuant to the termination provisions set forth in Article VIII of the Wind-Down Agreement), this Release Agreement shall automatically and without further action by any Party terminate and be of no further force or effect, and no releases sh

ARTICLE V DISMISSAL OF CHANCERY ACTION

Section 5.1 Joint Stipulation of Dismissal. The Parties acknowledge and agree that, in connection with the execution of the Wind-Down Agreement and this Release Agreement, the Parties are filing or have filed a Joint Stipulation and [Proposed] Order of Dismissal with Prejudice in the Chancery Action (C.A. No. 2024-1187-MTZ) before Vice Chancellor Marguerite T. Zimmerman in the Court of Chancery of the State of Delawa

Section 6.1 Confidentiality. Each Party agrees that the terms and conditions of this Release Agreement, including the existence hereof and the consideration provided hereunder, are confidential and shall not be disclosed by any Party to any Person, except: (a) as required by applicable law, regulation, legal process, or court order, provided that the disclosing Party shall, to the extent permitted by law, provide the

Section 7.1 Governing Law. This Release Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7.2 Jurisdiction and Venue. Any dispute, controversy, or Claim arising out of, relating to, or in connection with this Release Agreement, including any question regarding the existence, validity, interpretation, performance, breach, or termination of this Release Agreement, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines t

Section 7.3 Entire Agreement. This Release Agreement, together with the Wind-Down Agreement, the Escrow Agreement, the Side Letter Agreement regarding the reduction of Pinnacle's management fee during the wind-down period, the Joint Stipulation and [Proposed] Order of Dismissal with Prejudice, and the other documents and agreements executed in connection therewith, constitutes the entire agreement among the Parties w

Section 7.4 Amendments and Waivers. No amendment, modification, supplement, restatement, or other change to this Release Agreement shall be valid or binding unless set forth in a written instrument signed by all of the Parties. No waiver of any provision of this Release Agreement, or consent to any departure from the terms hereof, shall be effective unless made in a written instrument signed by the Party against whom

Section 7.5 Severability. If any provision of this Release Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions (and any portion of such provision not held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and such inva

Section 7.6 Successors and Assigns. This Release Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. No Party may assign, delegate, or otherwise transfer this Release Agreement or any of its rights or obligations hereunder, in whole or in part, to any Person without the prior written consent of e

Section 7.7 Third-Party Beneficiaries. Except for the Briarwood Released Parties and the Pinnacle Released Parties, who are express third-party beneficiaries of the releases set forth in Sections 2.1 and 2.2, respectively, to the extent applicable to each such Person, this Release Agreement is not intended to and shall not confer upon any Person other than the Parties any rights, benefits, remedies, obligations, or l

Section 7.8 Counterparts. This Release Agreement 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 together shall constitute one and the same instrument. Facsimile signatures, electronic signatures compliant with the Electronic Signatures in Global and National Commerce

Section 7.9 Notices. All notices, requests, consents, demands, and other communications under this Release Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Article X of the Wind-Down Agreement. Without limiting the generality of the foregoing, all such notices shall be deemed duly given or made when delivered by hand, when transmitted by electronic mail (with

Section 7.10 Construction. This Release Agreement has been negotiated by the Parties and their respective counsel, and no provision hereof shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted, or dictated such provision. The Parties acknowledge that each Party and its counsel has had the opportunity to review and comment

Section 7.11 Relationship to Wind-Down Agreement. This Release Agreement is annexed as Exhibit A to the Wind-Down Agreement and is an integral part thereof. This Release Agreement is delivered in connection with, and is subject to the terms and conditions of, the Wind-Down Agreement. In the event of any conflict or inconsistency between the terms of this Release Agreement and the terms of the Wind-Down Agreement with

Section 7.12 No Admission. Nothing in this Release Agreement shall be construed as an admission by any Party of any liability, wrongdoing, fault, or violation of any law, statute, rule, regulation, duty, or obligation. The Parties have entered into this Release Agreement solely to resolve and settle their disputes, to achieve finality and certainty, and to facilitate the orderly wind-down and dissolution of the Partn