Contract analysis

I. Purpose of This Letter We write to confirm that Calderwood & Harkness LLP is formally closing the above-referenced matter effective January 31, 2024. As you are aware, the firm was retained pursuant to our engagement letter dated September 11, 2023, to prosecute claims sounding in fraud and related causes of action against Marcus D. Whitfield ("Whitfield") and Pinnacle Greystone Capital LLC ("Pinnacle Greystone")

II. Summary of Procedural History and Current Status For the sake of completeness and to ensure that your records accurately reflect the full procedural history of this litigation, we summarize below the key events and filings that occurred during the pendency of this action. Commencement of the Action. On September 18, 2023, we filed a Verified Complaint on your behalf in the Supreme Court of the State of New York,

III. Preservation of Rights — Without Prejudice discontinuance and Statute of Limitations We wish to emphasize a critically important point regarding the nature of the discontinuance: because the action was discontinued without prejudice, you retain the legal right to refile the claims asserted in this action — as well as any additional or amended claims supported by the facts — against Marcus D. Whitfield and Pinnac

1. Calendar the relevant statute of limitations dates. At a minimum, you should calendar: (a) August 2025 (approximate expiration of the two-year discovery-based limitations period); and (b) March through May 2027 (approximate expiration of the six-year period from the date of the underlying misrepresentations). We recommend setting reminder dates at least six (6) months in advance of each deadline.

2. Contact counsel promptly if circumstances change. Should your circumstances change — for example, if negotiations for an exit from Atlantic Yards Development Partners LLC break down, if you discover additional evidence of fraud or wrongdoing by the defendants, or if the defendants take actions that impair or threaten the value of your investment — you should promptly contact this firm or other counsel to evaluate

3. Preserve all documents and communications. You should continue to preserve all documents, electronic communications, and other materials relating to the investment, the Subject Property, and your dealings with Mr. Whitfield, Pinnacle Greystone Capital LLC, and Atlantic Yards Development Partners LLC. Document preservation is essential to supporting any future claims you may elect to bring. Please note that the fir

IV. Scope of Investment and Claims — Summary for Client Records For the benefit of your records, we provide the following summary of the underlying investment and the claims asserted in this action. The Investment. The subject investment involved the acquisition and planned redevelopment of the approximately 42,000-square-foot mixed-use building located at 540-548 Atlantic Avenue, Brooklyn, New York 11217, situated o

V. Return of Client Documents and File Retention Return of Original Documents. In connection with the closure of this matter, Calderwood & Harkness LLP will return to you all original documents belonging to you that are currently in the firm's possession. These include, but are not limited to: • Original executed investment agreements, including the Operating Agreement of Atlantic Yards Development Partners LLC and a

VI. Final Billing Summary We confirm the following with respect to the financial aspects of the engagement: Engagement Period: September 11, 2023, through January 31, 2024. Engagement Team and Applicable Hourly Rates: Total Professional Fees Billed: $287,450.00 Total Disbursements: $18,320.00, which includes filing fees (including index number purchase fee and request for judicial intervention fee), process service c

VII. Termination of Attorney-Client Relationship We wish to confirm clearly and for the record that, with the formal closure of the above-referenced matter, the attorney-client relationship between Calderwood & Harkness LLP and Jonathan R. Caldwell with respect to the matter of Caldwell v. Whitfield et al., Supreme Court of the State of New York, Kings County, Index No. 519847/2023, is hereby terminated effective Jan

VIII. Contact Information Should you have any questions regarding this letter, the closure of the matter, the return of your documents, or any other aspect of the representation, please do not hesitate to contact the undersigned directly: Douglas Carmichael, Esq. Calderwood & Harkness LLP 599 Lexington Avenue, 34th Floor New York, NY 10022 Telephone: (212) 984-7614 Email: dcarmichael@calderwoodharkness.com We thank y