Ray,
I hope this message finds you well. Further to the binding Term Sheet executed on March 14, 2025, among Briarwood Family Office LLC ("Briarwood"), Pinnacle Holdings Group LLC ("Pinnacle"), and Greystone Realty Partners, L.P. ("Greystone" or the "Partnership"), we have finalized the execution copies of the wind-down and closing documents for Pinnacle's review and execution. As you know, these documents effectuate the consensual dissolution of Greystone Realty Partners, L.P., a Delaware limited partnership (DE File No. 7284613), formed on June 14, 2018, under the Delaware Revised Uniform Limited Partnership Act (6 Del. C. §§ 17-101 et seq.), and are intended to resolve the pending proceeding in the Court of Chancery of the State of Delaware, C.A. No. 2024-1187-MTZ (*Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P.*), before Vice Chancellor Marguerite T. Zimmerman.
**Enclosed Documents**
Please find attached the following seven execution copies for Pinnacle's review and signature:
1. **Wind-Down Agreement** — Master agreement among Briarwood, Pinnacle, and Greystone documenting the consensual dissolution, property disposition process (including Pinnacle's right of first offer on each of the seven portfolio properties at no less than 97.5% of the Keymark Valuation Group appraised value, exercisable within 20 business days of receipt of a bona fide third-party offer), the distribution waterfall, and related terms. As you will note, the Mutual Release Agreement is cross-referenced and annexed as Exhibit A, and the Escrow Agreement is cross-referenced as Exhibit B. The distribution waterfall set forth in the Wind-Down Agreement reflects the structure agreed in the Term Sheet: (i) payoff of all amounts owed to Harborline Commercial Lending, LLC (estimated at approximately $63,457,000); (ii) payment of wind-down expenses (estimated at approximately $4,100,000); (iii) funding of the $1,500,000 contingent-liability escrow reserve; (iv) return of capital ($47,850,000 to Briarwood and $39,150,000 to Pinnacle, reflecting their respective 55% LP and 45% GP interests); and (v) distribution of any residual amounts 55%/45%.
2. **Escrow Agreement** — Agreement among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc. (escrow officer: Brian L. Whitfield), establishing the $1,500,000 contingent-liability escrow (Escrow Account No. ESC-2025-40071) to be held for a period of 12 months following dissolution at Concord Title & Escrow Services, 300 Delaware Avenue, Suite 700, Wilmington, DE 19801.
3. **Mutual Release Agreement** — Standalone mutual general release among Briarwood, Pinnacle, and their respective affiliates, officers, directors, members, managers, employees, and agents, which becomes effective upon the final distribution under the Wind-Down Agreement. This is annexed as Exhibit A to the Wind-Down Agreement but is also enclosed separately as a standalone execution copy.
4. **Joint Stipulation and [Proposed] Order of Dismissal with Prejudice** — Joint stipulation for filing in the Court of Chancery of the State of Delaware, dismissing C.A. No. 2024-1187-MTZ with prejudice, each party to bear its own costs and attorneys' fees. The stipulation includes signature blocks for Linda Osei (Calderwood & Harkness LLP) on behalf of Briarwood as Petitioner and Raymond T. Ashford (Ashford & Crane LLP) on behalf of Pinnacle as Respondent, together with a proposed form of order for Vice Chancellor Zimmerman's signature.
5. **Meridian Capital Advisors LLC Engagement Letter** (Ref. MCA-GRP-2025-001) — Broker engagement letter between Greystone Realty Partners, L.P. (acting through both partners) and Meridian Capital Advisors LLC for the marketing and sale of the seven portfolio properties — Station Square, Harborview Place, Brandywine Commons, Riverside Centre, Federal Hill Lofts, Courthouse Plaza, and Walnut Bridge — located in Philadelphia, Wilmington, Baltimore, and Arlington, Virginia, with an aggregate appraised value of $174,000,000 per the Keymark Valuation Group appraisal (Report No. KVG-2025-0214, dated February 22, 2025). Lead contact at Meridian: Nadia Kowalski, Managing Director, 1700 Market Street, 28th Floor, Philadelphia, PA 19103. Commission: 1.75% of gross sale price per property. Marketing is to commence within 30 days of execution of the Wind-Down Agreement. Please note that this engagement letter requires Victor A. Sandoval's signature on behalf of Pinnacle as general partner of Greystone; Briarwood's written acknowledgment will be provided separately.
6. **Side Letter Agreement — Management Fee Reduction** — Letter agreement between Briarwood and Pinnacle confirming the reduction of Pinnacle's property management fee from 3.5% of gross revenues (per § 4.03 of the Amended and Restated Agreement of Limited Partnership, dated June 14, 2018, as amended by the First Amendment dated March 3, 2020) to 2.0% of gross revenues during the wind-down period, effective upon execution of the Wind-Down Agreement and continuing until the earlier of (a) disposition of all portfolio properties or (b) filing of the Certificate of Cancellation with the Delaware Secretary of State.
7. **Draft Certificate of Cancellation — Greystone Realty Partners, L.P.** (DE File No. 7284613) — Draft Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware pursuant to 6 Del. C. § 17-203, upon completion of the wind-down (target: no later than December 31, 2025). The draft references the original Certificate of Limited Partnership filed June 14, 2018. This is a draft for review purposes at this stage; it will not be filed until all wind-down conditions have been satisfied and final distributions completed. Upon filing, we will coordinate notification to Capitol Registered Agents, Inc. at 1209 Orange Street, Wilmington, DE 19801, the Partnership's registered agent.
**Signing Instructions**
We request that Pinnacle execute all documents requiring its signature through **Victor A. Sandoval**, as Managing Member of Pinnacle Holdings Group LLC. Where Pinnacle signs in its capacity as the general partner of Greystone Realty Partners, L.P. — namely, the Meridian Capital Advisors engagement letter and the Certificate of Cancellation (when that document is finalized) — the signature block should read:
> Greystone Realty Partners, L.P. > By: Pinnacle Holdings Group LLC, its General Partner > By: Victor A. Sandoval, Managing Member
Please note that certain documents, specifically the Certificate of Cancellation, may require **notarization** of Mr. Sandoval's signature under Delaware filing requirements. We would ask that Pinnacle arrange for a notary to be available at the time of execution.
We request execution in **counterparts**. Please provide **two (2) originals** of each document with wet-ink signatures for each party's files, plus **one (1) additional original** of the Escrow Agreement for Concord Title & Escrow Services. Original wet-ink signature pages should be sent via overnight courier to:
> Calderwood & Harkness LLP > 599 Lexington Avenue > New York, NY 10022 > Attn: Yuki Nakamura
We would appreciate PDF courtesy copies of the executed signature pages emailed to me and Linda in advance of receipt of the originals.
**Proposed Closing Timeline**
We propose that Pinnacle review and return executed signature pages within **five (5) business days** of receipt — that is, by **Tuesday, March 25, 2025**. Upon receipt of all executed counterparts from your side, we will coordinate with Briarwood for Elliot R. Briarwood's and/or Margaux Briarwood-Feldstein's signatures and will circulate fully executed copies to all parties promptly thereafter.
As you are aware, the Wind-Down Agreement contemplates Meridian commencing marketing of the seven portfolio properties within 30 days of execution, so timely closing is important to maintaining that timeline. Separately, I wanted to flag that Fieldstone Accounting Partners LLP (engagement partner: Alicia M. Tran, CPA) has been engaged to prepare the final-year tax returns, capital-account reconciliation, and wind-down accounting for Greystone (EIN: 84-3290167), and will need copies of the fully executed documents. We will coordinate distribution to Fieldstone once all signatures are in hand.
Our target for filing the Certificate of Cancellation with the Delaware Secretary of State remains no later than **December 31, 2025**, following completion of all property dispositions and final distributions.
**Harborline Lender Consent — Status and Cooperation Request**
As you know, consent from **Harborline Commercial Lending, LLC** is required under **§ 7.04 of the Credit Agreement** (Loan Reference No. HCL-2020-07842) for the dissolution of Greystone and the orderly sale of the portfolio properties. This consent is a **condition precedent** to closing the wind-down and commencing property dispositions.
We have prepared a lender consent request letter addressed to **Sean P. Gillespie**, Relationship Manager, at Harborline's office at 225 Franklin Street, 12th Floor, Boston, MA 02110. The letter references an estimated payoff amount of approximately **$63,457,000**, comprising approximately $60,900,000 in estimated outstanding principal as of June 30, 2025, $730,000 in estimated accrued interest, and a $1,827,000 prepayment premium at 3%. We intend to send this letter on behalf of both Briarwood and Pinnacle shortly.
We would appreciate **Ashford & Crane's cooperation** in obtaining Harborline's consent on an expedited basis. Specifically, given that Pinnacle, as general partner, has been the day-to-day relationship contact with Harborline, would Mr. Sandoval or Pinnacle's CFO, Denise K. Hartwell, be willing to contact Mr. Gillespie directly to facilitate and expedite the consent process? Additionally, it would be helpful if Mr. Sandoval or Ms. Hartwell could co-sign or separately countersign the consent request letter to demonstrate unified support from both partners for the wind-down. Please let us know if Pinnacle is amenable to this, and we will circulate the draft consent letter for your review.
**Stipulation of Dismissal — Filing Deadline**
As a reminder, under both the Term Sheet and the Wind-Down Agreement, the parties are required to file the **Joint Stipulation and [Proposed] Order of Dismissal with Prejudice** in the Court of Chancery (C.A. No. 2024-1187-MTZ) within **five (5) business days** of execution of the Wind-Down Agreement. We would ask that you review and execute the stipulation promptly alongside the other closing documents so that we can file it with the Register in Chancery within the required timeframe. As noted above, the stipulation includes signature lines for both Linda and you, along with the proposed form of order for Vice Chancellor Zimmerman.
**Next Steps**
Please do not hesitate to call or email me with any questions or comments on the documents. If there are substantive markup comments, we are happy to schedule a call with the full team — including Linda and Jennifer — to work through them efficiently. We are also coordinating separately with Concord Title & Escrow Services (Brian Whitfield) regarding the escrow account setup and with Meridian Capital Advisors (Nadia Kowalski) regarding the marketing launch timeline, and will keep your team apprised of developments on both fronts.
Thank you, Ray, for the collaborative effort in reaching this consensual resolution. I know it has been a long road given the deadlock under the § 5.02 supermajority requirement, and I think all sides should be pleased with where we've landed. We look forward to bringing this to a smooth close.
Best regards,
Yuki Nakamura Lead Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 T: (212) 558-7243 E: ynakamura@calderwoodharkness.com
---
**Attachments (7):** 1. Wind-Down Agreement (Execution Copy).pdf 2. Escrow Agreement (Execution Copy).pdf 3. Mutual Release Agreement (Execution Copy).pdf 4. Joint Stipulation and Proposed Order of Dismissal with Prejudice.pdf 5. Meridian Capital Advisors LLC Engagement Letter (Ref. MCA-GRP-2025-001).pdf 6. Side Letter — Management Fee Reduction (Execution Copy).pdf 7. Draft Certificate of Cancellation — Greystone Realty Partners LP.docx
---
*CONFIDENTIALITY NOTICE: This e-mail message, including any attachments, is intended only for the person(s) or entity to which it is addressed and may contain confidential and/or privileged material. Any unauthorized review, use, disclosure, dissemination, or copying of this message or its attachments, or the information contained herein, is strictly prohibited. If you are not the intended recipient, please contact the sender by reply e-mail and destroy all copies of the original message. Receipt by anyone other than the intended recipient is not a waiver of any attorney-client, work product, or other applicable privilege.*