CERTIFICATE OF CANCELLATION OF GREYSTONE REALTY PARTNERS, L.P.
Pursuant to Section 17-203 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-203)
[DRAFT — For Filing Upon Completion of Wind-Down]
Target Filing Date: No Later Than December 31, 2025
CERTIFICATE OF CANCELLATION OF GREYSTONE REALTY PARTNERS, L.P.
The undersigned, being the general partner of Greystone Realty Partners, L.P., a limited partnership formed under the laws of the State of Delaware (the "Partnership"), hereby certifies as follows for the purpose of cancelling the Certificate of Limited Partnership of the Partnership in accordance with Section 17-203 of the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.) (the "Act"):
1. Name of the Limited Partnership
The name of the limited partnership is: Greystone Realty Partners, L.P.
2. Date of Filing of Certificate of Limited Partnership
The Certificate of Limited Partnership of Greystone Realty Partners, L.P. was originally filed with the Secretary of State of the State of Delaware on June 14, 2018.
3. Delaware File Number
The file number assigned to the limited partnership by the Secretary of State of the State of Delaware is: 7284613.
4. Reason for Cancellation
The Certificate of Limited Partnership of the Partnership is being cancelled by reason of the consensual dissolution of the Partnership.
The dissolution of the Partnership was agreed to by all of the partners of the Partnership — specifically, by Pinnacle Holdings Group LLC, a Delaware limited liability company, in its capacity as the sole general partner of the Partnership (holding a forty-five percent (45%) general partner interest in the Partnership), and by Briarwood Family Office LLC, a Delaware limited liability company, in its capacity as the sole limited partner of the Partnership (holding a fifty-five percent (55%) limited partner interest in the Partnership) — pursuant to the terms and conditions of that certain Wind-Down Agreement, dated as of __, 2025, entered into by and among Pinnacle Holdings Group LLC, Briarwood Family Office LLC, and the Partnership (the "Wind-Down Agreement"). The Wind-Down Agreement was entered into by the parties following the resolution of the proceedings captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC, et al., C.A. No. 2024-1187-MTZ, in the Court of Chancery of the State of Delaware, before Vice Chancellor Marguerite T. Zimmerman.
The winding up of the affairs of the Partnership has been completed in accordance with the provisions of the Act and the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended from time to time (the "Partnership Agreement"). All debts, liabilities, and obligations of the Partnership have been paid or discharged, or adequate provision has been made therefor, and all remaining assets of the Partnership have been distributed to the partners in accordance with the Partnership Agreement and the Wind-Down Agreement.
5. Effective Date
This Certificate of Cancellation shall be effective upon filing with the Secretary of State of the State of Delaware.
[ALTERNATIVE — SELECT ONE:]
[This Certificate of Cancellation shall be effective as of ______________, 2025, at __:__ _.m. Eastern Time, which date [and time] is a date subsequent to the date of filing hereof, in accordance with 6 Del. C. § 17-206.]
[NOTE TO DRAFT: The parties shall elect, prior to the execution and filing of this Certificate of Cancellation, whether the cancellation shall be effective (a) immediately upon filing with the Secretary of State, or (b) at a specified future date and time subsequent to the date of filing, in accordance with 6 Del. C. § 17-206. If the parties select option (b), the specified effective date shall be inserted above, and the first sentence of this Section 5 shall be deleted. If the parties select option (a), the bracketed alternative provision shall be deleted in its entirety. In no event shall the specified future effective date be later than a date that is one hundred eighty (180) days after the date of filing.]
6. Execution
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Cancellation as of the _ day of ____, 2025.
GREYSTONE REALTY PARTNERS, L.P.
By: Pinnacle Holdings Group LLC,
its General Partner
By: ________
Name: Victor A. Sandoval
Title: Managing Member
[INTERNAL DRAFTING NOTE — NOT PART OF FILED CERTIFICATE] [TO BE REMOVED IN ENTIRETY PRIOR TO EXECUTION AND FILING]
FILING INSTRUCTIONS AND INTERNAL ANNOTATIONS
Prepared by:
Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022
Attention: Yuki Nakamura, Esq.
Telephone: (212) 555-4800
Email: y.nakamura@calderwoodharkness.com
Filing Instructions:
This Certificate of Cancellation is to be filed with the Secretary of State of the State of Delaware, Division of Corporations, John G. Townsend Building, 401 Federal Street, Suite 4, Dover, Delaware 19901, only upon the completion of all wind-down activities under the Wind-Down Agreement, including the satisfaction of each of the following conditions precedent:
(i) the disposition of all portfolio properties held by or through the Partnership, whether directly or through any subsidiary or special-purpose entity of the Partnership, and the receipt and collection by the Partnership or its subsidiaries of all sale proceeds and post-closing adjustments relating thereto;
(ii) the repayment in full of all outstanding principal, accrued and unpaid interest, prepayment premiums (if any), and all other amounts due and owing under the secured term loan facility extended by Harborline Commercial Lending, LLC to the Partnership (Loan Reference No. HCL-2020-07842), and the receipt of a payoff letter and lien release documentation satisfactory to counsel to the Partnership;
(iii) the payment in full of all wind-down expenses of the Partnership, including without limitation all legal fees, accounting fees, transfer taxes, title charges, broker commissions, and other costs and expenses incurred in connection with the dissolution, winding up, and liquidation of the Partnership;
(iv) the funding of the contingent-liability escrow in the amount of One Million Five Hundred Thousand Dollars ($1,500,000.00) at Concord Title & Escrow Services, Inc. (Escrow Account No. ESC-2025-40071), in accordance with the terms of the Escrow Agreement entered into in connection with the Wind-Down Agreement, to provide for the payment of any contingent or unliquidated liabilities of the Partnership that may arise following the cancellation of the Certificate of Limited Partnership;
(v) the distribution of all remaining cash proceeds and other assets of the Partnership to the partners in accordance with the distribution waterfall set forth in Article IX of the Partnership Agreement and the applicable provisions of the Wind-Down Agreement; and
(vi) the filing of the Joint Stipulation and Order of Dismissal with Prejudice in Briarwood Family Office LLC v. Pinnacle Holdings Group LLC, et al., C.A. No. 2024-1187-MTZ, in the Court of Chancery of the State of Delaware, before Vice Chancellor Marguerite T. Zimmerman, and the entry of such Order by the Court.
No filing shall be made until counsel to the Partnership (Calderwood & Harkness LLP) and counsel to the limited partner (Ashford & Crane LLP) have each confirmed in writing that all of the foregoing conditions have been satisfied or waived by the appropriate party.
Registered Agent to Be Notified Upon Filing:
Capitol Registered Agents, Inc. 1209 Orange Street Wilmington, DE 19801
Capitol Registered Agents, Inc. currently serves as the registered agent in the State of Delaware for each of Greystone Realty Partners, L.P., Briarwood Family Office LLC, and Pinnacle Holdings Group LLC. Calderwood & Harkness LLP shall notify Capitol Registered Agents, Inc. of the filing promptly upon confirmation from the Delaware Secretary of State that the Certificate of Cancellation has been accepted for filing.
Target Filing Deadline:
December 31, 2025. In the event the wind-down conditions set forth above have not been satisfied by such date, counsel shall confer with the partners regarding an extension of the target filing deadline.
Filing Fee:
The filing fee payable to the Delaware Secretary of State for the filing of this Certificate of Cancellation shall be confirmed with the Division of Corporations at the time of filing. As of the date of this draft, the standard filing fee for a Certificate of Cancellation of a limited partnership is $200.00, payable by check, credit card, or charge to an existing prepaid account.
Employer Identification Number (EIN) of the Partnership:
84-3290167
The EIN is noted herein for purposes of IRS notification and coordination with respect to the preparation and filing of the final federal and state income tax returns of the Partnership. Fieldstone Accounting Partners LLP (Engagement Partner: Alicia M. Tran, CPA) is responsible for the preparation and timely filing of the Partnership's final Form 1065 (U.S. Return of Partnership Income) and all corresponding state income tax returns, as well as the issuance of final Schedule K-1s to each partner. Fieldstone Accounting Partners LLP shall also be responsible for filing IRS Form 966 (Corporate Dissolution or Liquidation), to the extent applicable, and for notifying the IRS of the closure of the Partnership's EIN.
Distribution of Conformed Filed Copies:
Upon receipt of the filed and conformed copy of this Certificate of Cancellation from the Delaware Secretary of State, Calderwood & Harkness LLP shall distribute conformed filed copies to each of the following:
(a) Briarwood Family Office LLC 712 Park Avenue, 18th Floor New York, NY 10021
Attention: Elliot R. Briarwood / Margaux Briarwood-Feldstein
(b) Pinnacle Holdings Group LLC 400 King Street, Suite 310 Wilmington, DE 19801
Attention: Victor A. Sandoval / Denise K. Hartwell
(c) Ashford & Crane LLP (Counsel to Briarwood Family Office LLC) 1201 North Market Street, Suite 1400 Wilmington, DE 19801
Attention: Raymond T. Ashford, Esq.
(d) Calderwood & Harkness LLP (Counsel to the Partnership and Pinnacle Holdings Group LLC) 599 Lexington Avenue New York, NY 10022
Attention: Linda Osei, Esq. / Yuki Nakamura, Esq.
(e) Fieldstone Accounting Partners LLP (Tax Advisors to the Partnership) 2000 Market Street, Suite 1500 Philadelphia, PA 19103
Attention: Alicia M. Tran, CPA
[END OF INTERNAL DRAFTING NOTE]