Contract analysis

I. Purpose of This Agreement. This Agreement sets forth the definitive terms and conditions for the consensual dissolution and orderly wind-down of the Partnership, including the disposition of the Properties, the repayment of the Harborline Loan, the distribution of net proceeds to the Partners in accordance with the Distribution Waterfall set forth herein, the mutual release of claims among the Parties, and the fil

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this 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, with correlative meanings, the terms "controlled by" and "under common control with"

Section 1.02 — Interpretation (a) The headings and captions in this Agreement are included for convenience of reference only and shall not affect the interpretation or construction of any provision hereof. (b) Unless the context otherwise requires, (i) words in the singular include the plural and vice versa, (ii) words of one gender include each other gender, (iii) the terms "hereof," "herein," "hereto," "hereunder,"

Section 1.03 — Schedules and Exhibits The following Exhibits and Schedules are attached hereto and incorporated herein by reference as if fully set forth in this Agreement: Exhibits: • Exhibit A — Mutual Release Agreement • Exhibit B — Escrow Agreement • Exhibit C — Form of Certificate of Cancellation • Exhibit D — Form of Stipulation and [Proposed] Order of Dismissal with Prejudice • Exhibit E — Form of Meridian Eng

ARTICLE II — DISSOLUTION AND WIND-DOWN

Section 2.01 — Consent to Dissolution (a) The Parties hereby consent to the dissolution and winding up of the Partnership in accordance with the terms and conditions of this Agreement and the applicable provisions of the DRULPA. This consent is given pursuant to the authority of each Partner under the LPA and the DRULPA and constitutes the agreement of Partners holding one hundred percent (100%) of the total partners

Section 2.02 — Certificate of Cancellation (a) Pinnacle, in its capacity as General Partner of the Partnership, shall execute and file (or cause to be filed) a Certificate of Cancellation for the Partnership (the "Certificate of Cancellation"), substantially in the form attached hereto as Exhibit C, with the Secretary of State of the State of Delaware pursuant to 6 Del. C. § 17-203. (b) The Certificate of Cancellatio

Section 2.03 — Wind-Down Period (a) The Wind-Down Period shall commence on the Effective Date and shall continue until the Dissolution Date. (b) During the Wind-Down Period, the Partnership shall continue to exist solely for the purpose of winding up its affairs in accordance with 6 Del. C. § 17-803, including (i) disposing of the Properties, (ii) paying or making reasonable provision for the payment of all debts and

Section 2.04 — Lender Consent (a) The Parties shall cooperate in good faith and use commercially reasonable efforts to obtain the Lender Consent from Harborline under Section 7.04 of the Credit Agreement (Loan Reference No. HCL-2020-07842) as promptly as practicable after the Effective Date. (b) Calderwood & Harkness LLP, acting on behalf of both Parties and the Partnership, shall prepare and deliver a written reques

Section 2.05 — Dismissal of the Proceeding (a) Within five (5) Business Days following the Effective Date, the Parties shall jointly file the Stipulation and [Proposed] Order of Dismissal with Prejudice in the Court of Chancery of the State of Delaware in the Proceeding (C.A. No. 2024-1187-MTZ) before Vice Chancellor Marguerite T. Zimmerman, substantially in the form attached hereto as Exhibit D. (b) The Stipulation

Section 2.06 — Registered Agent Notification Upon the filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware, Pinnacle shall promptly provide written notice of the dissolution and cancellation of the Partnership to Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801, which serves as the registered agent in the State of Delaware for the Par

ARTICLE III — MANAGEMENT DURING WIND-DOWN PERIOD

Section 3.01 — Pinnacle as Wind-Down Manager (a) During the Wind-Down Period, Pinnacle shall continue to serve as the General Partner of the Partnership and shall act as the day-to-day property manager of the Properties. Pinnacle shall manage the Properties in a commercially reasonable manner, consistent with the standard of care applicable to a prudent property manager of comparable commercial real estate assets, wi

Section 3.02 — Reduced Management Fee (a) In lieu of the three and one-half percent (3.5%) annual management fee provided under Section 4.03 of the LPA, Pinnacle shall receive a management fee during the Wind-Down Period equal to two percent (2.0%) of gross revenues from the Properties (the "Pinnacle Management Fee"). For the avoidance of doubt, "gross revenues" shall include all rental income, common area maintenanc

Section 3.03 — Reporting Obligations (a) Pinnacle shall provide Briarwood with monthly written reports during the Wind-Down Period, to be delivered no later than the fifteenth (15th) Business Day following the end of each calendar month, covering the following: (i) Property operations, including a summary of material events affecting the Properties; (ii) current rent rolls for each Property, including tenant names, l

Section 3.04 — Tax Returns and Accounting (a) The Parties shall engage Fieldstone Accounting Partners LLP (engagement partner: Alicia M. Tran, CPA; 2000 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103) to prepare the final-year federal and state income tax returns for the Partnership (EIN: 84-3290167), including Schedule K-1s for each Partner, and to perform wind-down accounting services, including the re

ARTICLE IV — DISPOSITION OF PROPERTIES

Section 4.01 — Engagement of Meridian Capital Advisors LLC (a) Within thirty (30) days following the Effective Date, the Partnership (acting through Pinnacle as General Partner, with Briarwood's prior written acknowledgment) shall execute the Meridian Engagement Letter (Ref. MCA-GRP-2025-001), substantially in the form attached hereto as Exhibit E, engaging Meridian Capital Advisors LLC, 1700 Market Street, 28th Floo

Section 4.02 — Marketing and Sale Process (a) Meridian shall commence marketing of the Properties within thirty (30) days following the execution of the Meridian Engagement Letter. Meridian shall prepare and distribute marketing materials, identify and contact potential purchasers, conduct property tours, manage the due diligence process, and otherwise use commercially reasonable efforts to market the Properties for

Section 4.03 — Pinnacle Right of First Offer (ROFO) (a) With respect to each Property, Pinnacle shall have a right of first offer (the "ROFO") to purchase such Property on the terms set forth in this Section 4.03. (b) Upon receipt by the Partnership of a bona fide written offer from an unaffiliated third party for the purchase of any Property (a "Third-Party Offer"), Briarwood shall cause written notice to be deliver

Section 4.04 — Title and Escrow (a) Concord Title & Escrow Services, Inc. (300 Delaware Avenue, Suite 700, Wilmington, Delaware 19801; escrow officer: Brian L. Whitfield) shall serve as the escrow agent and title insurer for all Property dispositions contemplated by this Agreement. (b) Concord shall issue a title commitment for each Property prior to the applicable Closing, identifying all matters of record and any e

Section 4.05 — Harborline Loan Payoff (a) Proceeds from the sale of Properties shall first be applied to the repayment in full of the Harborline Loan. The Partnership shall request a payoff letter from Harborline in advance of each Closing that may generate sufficient proceeds for partial or full prepayment. (b) The Harborline Payoff Amount, estimated as of June 30, 2025, is Sixty-Three Million Four Hundred Fifty-Sev

ARTICLE V — DISTRIBUTION WATERFALL

Section 5.01 — Order of Priority All proceeds from the sale of the Properties, together with any other assets of the Partnership available for distribution, shall be applied and distributed in the following order of priority (the "Distribution Waterfall"): (a) First Priority — Harborline Loan Payoff. Repayment in full of all amounts due and owing under the Harborline Loan, including outstanding principal, accrued and

Section 5.02 — Illustrative Distribution Calculations For illustrative purposes only, assuming all Properties are sold at an aggregate gross sale price equal to the aggregate Keymark Appraised Value of One Hundred Seventy-Four Million Dollars ($174,000,000), the Distribution Waterfall would be applied as follows: The foregoing calculations are illustrative only and are provided solely for the convenience of the Parti

Section 5.03 — Timing of Distributions (a) Distributions shall be made as promptly as practicable following the Closing of each Property sale and the satisfaction of the applicable priorities in the Distribution Waterfall. Proceeds from each Property Closing shall be applied first to the outstanding First Priority obligations (Harborline Loan Payoff) and Second Priority obligations (Wind-Down Expenses attributable to

Section 5.04 — Escrow Release (a) The Escrow Reserve shall be held by Concord in the Escrow Account for a period of twelve (12) months following the Dissolution Date (the "Escrow Period"), in accordance with the terms and conditions of the Escrow Agreement. (b) Upon the expiration of the Escrow Period, if no claims have been made against the Escrow Reserve, or if all claims made against the Escrow Reserve have been f

Section 6.01 — Execution of Mutual Release Agreement Contemporaneously with the execution and delivery of this Agreement, the Parties, including their respective Affiliates, principals, officers, members, managers, directors, and agents, shall execute and deliver the Mutual Release Agreement, substantially in the form attached hereto as Exhibit A. The Mutual Release Agreement shall be held in escrow by Concord and sh

Section 6.02 — Scope of Releases The Mutual Release Agreement shall provide for a full and mutual release of all claims, demands, actions, causes of action, suits, liabilities, damages, losses, costs, and expenses (including attorneys' fees), whether known or unknown, asserted or unasserted, at law or in equity, between and among Briarwood (and its Affiliates, including Elliot R. Briarwood and Margaux Briarwood-Felds

Section 6.03 — Carve-Outs Notwithstanding the foregoing, the releases set forth in the Mutual Release Agreement shall not apply to, and shall expressly exclude, any claims, rights, or obligations arising under: (a) this Agreement; (b) the Escrow Agreement; (c) the Mutual Release Agreement itself (including any breach thereof); and (d) any other ancillary document, instrument, or agreement delivered in connection here

Section 6.04 — Effectiveness The Mutual Release Agreement shall become effective upon the Final Distribution Date — that is, upon the completion of all distributions to the Partners under Article V, including the release and distribution of any remaining balance of the Escrow Reserve pursuant to Section 5.04. Prior to such date, the Mutual Release Agreement shall remain in escrow with Concord, and neither Party shall

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.01 — Representations and Warranties of Briarwood Briarwood hereby represents and warrants to Pinnacle and the Partnership as of the Effective Date as follows: (a) Organization and Good Standing. Briarwood is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (File No. 5918274; EIN: 83-2174509). Briarwood has all requisite limited liabil

Section 7.02 — Representations and Warranties of Pinnacle Pinnacle hereby represents and warrants to Briarwood and the Partnership as of the Effective Date as follows: (a) Organization and Good Standing. Pinnacle is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (File No. 6103488; EIN: 81-4637821). Pinnacle has all requisite limited liability

Section 7.03 — Representations and Warranties Regarding the Partnership Briarwood and Pinnacle, jointly and severally (in their capacities as the sole partners of the Partnership), hereby represent and warrant to each other as of the Effective Date as follows: (a) Organization and Good Standing. The Partnership is a limited partnership duly organized, validly existing, and in good standing under the laws of the State