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ESCROW AGREEMENT

Dated as of __, 2025

Among

BRIARWOOD FAMILY OFFICE LLC,

PINNACLE HOLDINGS GROUP LLC,

GREYSTONE REALTY PARTNERS, L.P.,

and

CONCORD TITLE & ESCROW SERVICES, INC., as Escrow Agent

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ESCROW AGREEMENT

This ESCROW AGREEMENT (this "Agreement") is made and entered into as of __, 2025 (the "Effective Date"), by and among:

(1) BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company, with its principal place of business and headquarters located at 712 Park Avenue, 18th Floor, New York, New York 10021 ("Briarwood" or "BFO");

(2) PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, with its principal place of business and headquarters located at 400 King Street, Suite 310, Wilmington, Delaware 19801 ("Pinnacle" or "PHG");

(3) GREYSTONE REALTY PARTNERS, L.P., a Delaware limited partnership, with its principal office located at 400 King Street, Suite 310, Wilmington, Delaware 19801 ("Greystone," "GRP," or the "Partnership"); and

(4) CONCORD TITLE & ESCROW SERVICES, INC., a Delaware corporation, with its offices located at 300 Delaware Avenue, Suite 700, Wilmington, Delaware 19801 (the "Escrow Agent").

Briarwood, Pinnacle, and Greystone are sometimes collectively referred to herein as the "Depositors" or the "Parties," and all four parties to this Agreement are sometimes collectively referred to herein as the "Parties to this Agreement." Brian L. Whitfield is the designated Escrow Officer of Concord Title & Escrow Services, Inc. and shall serve in such capacity for all purposes under this Agreement.

RECITALS

A. The Partnership. Greystone Realty Partners, L.P. is a Delaware limited partnership duly formed on June 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on such date (File No. 7284613). The Partnership is governed by that certain Amended and Restated Agreement of Limited Partnership dated as of June 14, 2018, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership dated as of March 3, 2020 (as so amended, the "LPA"). The Partnership was formed for the purpose of acquiring, owning, operating, managing, and disposing of a portfolio of mixed-use commercial properties in the Mid-Atlantic region of the United States.

B. Partnership Interests. Pursuant to the terms of the LPA, Briarwood holds a fifty-five percent (55%) limited partner interest in the Partnership and Pinnacle holds a forty-five percent (45%) general partner interest in the Partnership. The aggregate capital contributions made to the Partnership by the partners total Eighty-Seven Million Dollars ($87,000,000), consisting of Forty-Seven Million Eight Hundred Fifty Thousand Dollars ($47,850,000) contributed by Briarwood and Thirty-Nine Million One Hundred Fifty Thousand Dollars ($39,150,000) contributed by Pinnacle.

C. The Deadlock and Litigation. On or about September 2024, the Partnership became deadlocked under Section 5.02 of the LPA with respect to certain fundamental operational and strategic decisions, including, among other things, a proposed refinancing of the Partnership's existing indebtedness in the aggregate principal amount of approximately Sixty-Two Million Dollars ($62,000,000) and a disputed capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) for required capital improvements and property maintenance across the Partnership's portfolio. The partners were unable to resolve this deadlock through the mechanisms contemplated by the LPA. On December 2, 2024, Briarwood filed a Verified Petition for Judicial Dissolution of the Partnership in the Court of Chancery of the State of Delaware, captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ (the "Chancery Action"). The Chancery Action remains pending as of the date hereof, subject to the terms of the Wind-Down Agreement (as defined below).

D. The Wind-Down Agreement. On __, 2025, Briarwood, Pinnacle, and Greystone entered into that certain Wind-Down Agreement (the "Wind-Down Agreement"), pursuant to which the parties agreed to a consensual dissolution of the Partnership, including the orderly disposition of the Partnership's seven-property portfolio of mixed-use commercial properties located in the Mid-Atlantic region, the allocation and sequencing of distributions to the partners in accordance with a negotiated distribution waterfall, the exchange of mutual releases of claims among the partners and the Partnership, and the dismissal of the Chancery Action, in each case on the terms and conditions set forth in the Wind-Down Agreement.

E. Portfolio Valuation. Keymark Valuation Group LLC, acting in its capacity as court-appointed independent appraiser pursuant to the order of the Court of Chancery of the State of Delaware entered in the Chancery Action on January 17, 2025, completed its appraisal of the Partnership's seven-property portfolio and issued its appraisal report (Appraisal Report No. KVG-2025-0214, dated February 22, 2025), which valued the Partnership's portfolio at an aggregate appraised value of One Hundred Seventy-Four Million Dollars ($174,000,000) as of the effective date of the appraisal. The parties have accepted such appraisal as the basis for the distribution waterfall and related calculations under the Wind-Down Agreement.

F. Escrow Requirement. Section _ of the Wind-Down Agreement requires, as a condition to the dissolution and final distribution of the Partnership's assets, the establishment of a contingent-liability escrow in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Escrow Amount"), to be held by the Escrow Agent for a period of twelve (12) months following the dissolution of the Partnership, for the purpose of satisfying potential contingent liabilities, claims, and obligations of the Partnership that may arise or become known after such dissolution, including, without limitation, post-closing adjustments, tax liabilities, environmental claims, and other third-party claims against the Partnership.

G. Purpose. The Parties desire to enter into this Escrow Agreement to set forth the terms and conditions governing the deposit, holding, investment, claim procedures, release, and disbursement of the Escrow Amount, and the rights, duties, and obligations of the Escrow Agent in connection therewith.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Wind-Down Agreement.

"Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions in Wilmington, Delaware are authorized or obligated by law, regulation, or executive order to close.

"Certificate of Cancellation" means the Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware with respect to Greystone Realty Partners, L.P. (Delaware File No. 7284613) pursuant to Section 17-203 of Title 6 of the Delaware Code, which the parties have targeted for filing no later than December 31, 2025, in accordance with the timeline set forth in the Wind-Down Agreement.

"Claim" means any demand, action, suit, proceeding, arbitration, investigation, liability, obligation, loss, damage, cost, expense, penalty, fine, judgment, or settlement amount asserted against, or arising from, the Partnership or its assets after the Dissolution Date, whether arising under contract, tort, statute, regulation, or otherwise, and whether known or unknown, absolute or contingent, matured or unmatured, or liquidated or unliquidated.

"Claim Notice" has the meaning set forth in Section 4.02 of this Agreement.

"Claim Objection" has the meaning set forth in Section 4.03(b) of this Agreement.

"Claiming Party" has the meaning set forth in Section 4.02 of this Agreement.

"Dissolution Date" means the date on which the Certificate of Cancellation is filed with the Secretary of State of the State of Delaware, as evidenced by the filing stamp or other official acknowledgment of the Delaware Secretary of State.

"Escrow Account" means the segregated escrow account established and maintained by the Escrow Agent at a federally insured depository institution in accordance with Section 2.01 of this Agreement, identified as Escrow Account No. ESC-2025-40071.

"Escrow Amount" means One Million Five Hundred Thousand Dollars ($1,500,000), together with any Escrow Earnings credited thereto from time to time.

"Escrow Earnings" means all interest, dividends, and other income earned on the investment of the Escrow Amount pursuant to Article III of this Agreement, net of any investment-related fees or charges.

"Escrow Fund" means the Escrow Amount and all Escrow Earnings, as the same may be increased from time to time by the crediting of Escrow Earnings or reduced from time to time by disbursements and deductions made in accordance with this Agreement.

"Escrow Period" means the period commencing on the date of the initial deposit of funds into the Escrow Account and ending on the Release Date (subject to extension as provided in Section 5.03 with respect to any Holdback Amount for pending Claims).

"Holdback Amount" has the meaning set forth in Section 5.02(a) of this Agreement.

"Joint Written Direction" means a written instruction executed by an authorized representative of each of Briarwood and Pinnacle (as identified in Section 7.01 hereof or as subsequently designated in accordance therewith) and delivered to the Escrow Agent in accordance with the notice provisions of Section 7.02 of this Agreement.

"LPA" means the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership dated as of March 3, 2020, as may be further amended, restated, supplemented, or otherwise modified from time to time.

"Permitted Investments" has the meaning set forth in Section 3.01 of this Agreement.

"Release Date" has the meaning set forth in Section 5.01 of this Agreement.

"Releasing Parties" means Briarwood and Pinnacle, together with their respective affiliates, members, partners, officers, directors, employees, agents, heirs, successors, and assigns, in their capacities as the parties entitled to receive the Escrow Fund upon release in accordance with Article V of this Agreement.

"Responding Party" has the meaning set forth in Section 4.03 of this Agreement.

"Wind-Down Agreement" means that certain Wind-Down Agreement dated as of __, 2025, by and among Briarwood, Pinnacle, and Greystone, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

Section 1.02 — Interpretation

(a) Unless the context otherwise requires, all references herein to Articles, Sections, Exhibits, and Schedules are to Articles, Sections, Exhibits, and Schedules of and to this Agreement.

(b) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Agreement.

(c) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" regardless of whether such phrase appears therein.

(d) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a particular gender shall include all genders.

(e) All dollar amounts referenced in this Agreement are in United States dollars unless otherwise expressly stated.

(f) References to "days" shall mean calendar days unless "Business Days" are expressly specified.

(g) The words "hereof," "herein," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(h) References to any statute or regulation shall be deemed to refer to such statute or regulation as amended, supplemented, or replaced from time to time (and, in the case of any statute, to any successor statute or provision of similar import).

ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT MECHANICS

Section 2.01 — Establishment of Escrow Account

(a) Promptly following the execution and delivery of this Agreement, the Escrow Agent shall establish and maintain a segregated interest-bearing escrow account at a federally insured depository institution. Such escrow account shall be designated as Escrow Account No. ESC-2025-40071 and shall be maintained separately from the general assets and accounts of the Escrow Agent and from the assets and accounts of any other person or entity.

(b) The Escrow Account shall be titled as follows: "Concord Title & Escrow Services, Inc., as Escrow Agent for Greystone Realty Partners, L.P. Wind-Down Escrow."

(c) Brian L. Whitfield shall serve as the designated Escrow Officer of Concord Title & Escrow Services, Inc. with respect to this Agreement and shall have the authority to administer the Escrow Account, accept deposits, make disbursements, invest and reinvest the Escrow Fund, and take all other actions required of or permitted by the Escrow Agent hereunder, subject to the terms and conditions of this Agreement.

(d) The Escrow Agent shall at all times maintain the Escrow Fund at a depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, and the Escrow Agent shall use commercially reasonable efforts to ensure that the Escrow Fund receives the maximum available FDIC insurance coverage.

Section 2.02 — Initial Deposit

(a) The Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000) shall be deposited into the Escrow Account from the gross sale proceeds of the Partnership's property dispositions, in accordance with the distribution waterfall set forth in the Wind-Down Agreement. The Escrow Amount represents the third priority distribution under the distribution waterfall, following: (i) the repayment in full of the outstanding indebtedness owing by the Partnership to Harborline Commercial Lending, LLC under that certain Credit Agreement dated as of September 15, 2020 (Loan Reference No. HCL-2020-07842), including principal, accrued and unpaid interest, prepayment premiums (if any), and all other amounts owing thereunder (estimated payoff amount as of the date hereof: approximately Sixty-Three Million Four Hundred Fifty-Seven Thousand Dollars ($63,457,000)); and (ii) the payment of all wind-down expenses of the Partnership (estimated at approximately Four Million One Hundred Thousand Dollars ($4,100,000)), including, without limitation, broker commissions, transfer taxes, legal fees, accounting fees, and other costs and expenses incurred in connection with the dissolution and winding up of the Partnership. The Escrow Amount shall be funded preceding the return of capital contributions to the partners and the distribution of any residual amounts under the distribution waterfall.

(b) The deposit of the Escrow Amount into the Escrow Account shall be made by wire transfer of immediately available funds to the Escrow Account in accordance with the wire instructions for the Escrow Agent set forth on Exhibit D attached hereto.

(c) Upon receipt of the Escrow Amount (or any portion thereof), the Escrow Agent shall provide written confirmation of receipt of the deposit, including the amount received, the date of receipt, and the Escrow Account balance, to each of the following:

(i) Briarwood Family Office LLC, 712 Park Avenue, 18th Floor, New York, New York 10021, Attention: Margaux Briarwood-Feldstein, Director of Investments;

(ii) Pinnacle Holdings Group LLC, 400 King Street, Suite 310, Wilmington, Delaware 19801, Attention: Victor A. Sandoval, Managing Member;

(iii) Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Linda Osei (counsel for Briarwood); and

(iv) Ashford & Crane LLP, 1201 North Market Street, Suite 1400, Wilmington, Delaware 19801, Attention: Raymond T. Ashford (counsel for Pinnacle).

Section 2.03 — Timing of Deposit

(a) The deposit of the Escrow Amount into the Escrow Account shall occur upon the closing of the first property sale in the course of the Partnership's wind-down that generates sufficient net proceeds (after satisfaction of the Harborline payoff and the payment of wind-down expenses as described in Section 2.02(a)) to fund the full Escrow Amount, or upon such earlier date as the Depositors may direct by Joint Written Direction.

(b) In the event that the first property sale does not generate sufficient net proceeds (after satisfaction of the Harborline payoff and the payment of wind-down expenses) to fund the full Escrow Amount of $1,500,000, the Escrow Amount shall be funded from successive property sale closings, with available net proceeds being deposited into the Escrow Account following each such closing, until the aggregate amount deposited equals $1,500,000. The Escrow Agent shall maintain records of each partial deposit and shall promptly notify the parties of the cumulative balance deposited and the remaining amount required to fully fund the Escrow Amount.

(c) The Partnership, acting through Pinnacle as its general partner, shall use commercially reasonable efforts to ensure that the Escrow Amount is fully funded no later than thirty (30) days following the closing of the last property sale in the Partnership's portfolio.

Section 2.04 — Escrow Agent's Acceptance

(a) The Escrow Agent hereby accepts its appointment under this Agreement and agrees to hold, invest, and disburse the Escrow Fund in accordance with and subject to the terms and conditions of this Agreement. The Escrow Agent's acceptance of its appointment and its duties hereunder shall be subject to the payment of its fees and expenses as provided in Section 6.04 and the indemnification provisions of Section 6.03.

(b) The Escrow Agent acts solely as a stakeholder and escrow holder for purposes of this Agreement. The Escrow Agent is not a party to, and shall not be bound by, the Wind-Down Agreement, the LPA, the Mutual Release Agreement, or any other agreement, arrangement, or understanding among the Depositors or any of them, except this Escrow Agreement. The Escrow Agent shall have no duty or obligation to review, interpret, or enforce the terms of any such other agreement.

ARTICLE III — INVESTMENT OF ESCROW FUND

Section 3.01 — Permitted Investments

Unless otherwise directed by a Joint Written Direction delivered to the Escrow Agent, the Escrow Agent shall invest and reinvest the Escrow Fund in one or more of the following categories of investments (each, a "Permitted Investment"):

(a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of investment;

(b) Certificates of deposit or time deposits issued by any commercial bank organized under the laws of the United States of America or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, and having combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of investment;

(c) Money market mutual funds that invest exclusively in obligations described in clause (a) or clause (b) above and that maintain a constant net asset value per share and are rated in the highest rating category by at least one nationally recognized statistical rating organization; and

(d) Such other investments as Briarwood and Pinnacle may agree upon from time to time and specify in a Joint Written Direction delivered to the Escrow Agent.

The Escrow Agent shall not be required to invest any portion of the Escrow Fund in any investment that would require the Escrow Agent to register as an investment adviser under the Investment Advisers Act of 1940, as amended, or any similar state law.

Section 3.02 — Escrow Earnings

(a) All Escrow Earnings shall be retained in the Escrow Account and shall constitute part of the Escrow Fund for all purposes under this Agreement. The Escrow Agent shall reinvest all Escrow Earnings in Permitted Investments in accordance with this Article III.

(b) Tax Reporting. For federal, state, and local income tax purposes, the Escrow Earnings shall be reported as income of the Partnership (Employer Identification Number: 84-3290167) for so long as the Partnership has not been terminated for federal income tax purposes pursuant to Section 708 of the Internal Revenue Code of 1986, as amended (the "Code"), or the filing of the Certificate of Cancellation, whichever occurs first. Thereafter, the Escrow Earnings shall be allocated and reported fifty-five percent (55%) to Briarwood (Employer Identification Number: 83-2174509) and forty-five percent (45%) to Pinnacle (Employer Identification Number: 81-4637821), in each case in accordance with their respective partnership interests, unless the parties otherwise direct by Joint Written Direction delivered to the Escrow Agent. Each of Briarwood and Pinnacle shall be responsible for the timely payment of any income taxes attributable to its allocable share of the Escrow Earnings.

(c) The Escrow Agent shall furnish IRS Forms 1099, IRS Forms 1042-S, or such other applicable tax information reporting forms as may be required by applicable law with respect to the Escrow Earnings and shall provide copies of such forms to the parties in a timely manner. Each party shall provide to the Escrow Agent, upon request, a properly completed and executed IRS Form W-9 (or, if applicable, the appropriate IRS Form W-8) and such other tax documentation as the Escrow Agent may reasonably request in order to comply with its tax reporting obligations.

Section 3.03 — Investment Losses

(a) The Escrow Agent shall not be liable for any loss, depreciation, or diminution in value resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any loss of principal, interest, or other amounts. No investment of the Escrow Fund in any Permitted Investment shall be deemed to constitute a guaranty by the Escrow Agent of the repayment of principal or the payment of interest or any other return thereon.

(b) The Escrow Agent shall not be liable for any delay in the investment or reinvestment of the Escrow Fund resulting from any cause beyond the Escrow Agent's reasonable control, including the unavailability of Permitted Investments at commercially reasonable rates or on commercially reasonable terms.

(c) The parties acknowledge that the Escrow Agent is not providing any investment advice in connection with the investment of the Escrow Fund and that the Depositors bear all investment risk associated with the Permitted Investments selected hereunder.

ARTICLE IV — CLAIMS AGAINST ESCROW FUND

Section 4.01 — Purpose of Escrow

(a) The Escrow Fund has been established and shall be maintained for the sole purpose of providing a source of funds to satisfy Claims that arise or become known after the Dissolution Date relating to the Partnership's contingent liabilities and obligations. The Escrow Fund shall be available to satisfy the following categories of Claims, including but not limited to:

(i) Tax liabilities or assessments (including penalties and interest thereon) relating to Greystone's operations, the disposition of Partnership properties, or the dissolution and winding up of the Partnership, imposed by any federal, state, or local taxing authority;

(ii) Post-closing adjustments, prorations, or indemnification obligations arising from or in connection with the sales of the Partnership's properties, including claims by purchasers under the terms of the applicable purchase and sale agreements;

(iii) Third-party claims against the Partnership relating to the period prior to the Dissolution Date, including, without limitation, claims arising from environmental conditions or liabilities at any of the Partnership's properties, claims by tenants under existing leases, claims by contractors, vendors, or service providers, and claims arising from personal injury or property damage occurring at any of the Partnership's properties; and

(iv) Any other obligations, liabilities, or claims of the Partnership or against the Partnership's assets that were unknown, unliquidated, or unquantifiable as of the Dissolution Date and that are not otherwise addressed by the distribution waterfall or other provisions of the Wind-Down Agreement.

(b) Notwithstanding the foregoing, the Escrow Fund shall not be available to satisfy any obligation, liability, or claim that is the subject of the mutual release set forth in the Mutual Release Agreement annexed as Exhibit A to the Wind-Down Agreement, and no Claim Notice may be submitted with respect to any such released obligation, liability, or claim.

Section 4.02 — Claim Notice Procedures

(a) Either Briarwood or Pinnacle (the party submitting the Claim Notice, the "Claiming Party") may submit a written notice of a Claim (a "Claim Notice") to the Escrow Agent at any time during the Escrow Period, with a simultaneous copy to the other party and its counsel (delivered in accordance with Section 7.02 of this Agreement). Each Claim Notice shall be substantially in the form attached hereto as Exhibit B and shall set forth, in reasonable detail, the following information:

(i) The nature and factual basis of the Claim, including a description of the underlying events, circumstances, or transactions giving rise to the Claim;

(ii) The amount claimed from the Escrow Fund (or, if the amount is not yet determinable, a good-faith estimate of the maximum amount that may be claimed, together with a statement of the basis for such estimate);

(iii) Copies of any supporting documentation reasonably available to the Claiming Party at the time of the Claim Notice, including, without limitation, demand letters, invoices, court filings, tax notices, assessment notices, environmental reports, or other relevant materials; and

(iv) A statement of the basis upon which the Claiming Party asserts that the Claim constitutes a proper charge against the Escrow Fund under this Agreement, including identification of the applicable category set forth in Section 4.01(a).

(b) A Claim Notice may be submitted at any time during the Escrow Period, provided that any Claim Notice submitted after the Release Date shall be deemed untimely and shall not be honored by the Escrow Agent.

Section 4.03 — Response and Objection Period

(a) The party that did not submit the Claim Notice (the "Responding Party") shall have a period of twenty (20) Business Days following its receipt of the Claim Notice (the "Objection Period") to deliver a written response to the Escrow Agent, with a simultaneous copy to the Claiming Party, in which the Responding Party either:

(i) Consents to the disbursement of the claimed amount (or a specified lesser amount) from the Escrow Fund to the payee identified in the Claim Notice; or

(ii) Objects to all or any portion of the Claim, setting forth in reasonable detail the basis for such objection, including the specific reasons the Responding Party believes the Claim (or the objected-to portion thereof) is not properly payable from the Escrow Fund (a "Claim Objection").

(b) If the Responding Party fails to deliver either a written consent or a Claim Objection to the Escrow Agent within the twenty (20) Business Day Objection Period, the Responding Party shall be deemed to have consented to the disbursement of the full amount set forth in the Claim Notice.

(c) The Escrow Agent shall have no duty or obligation to evaluate the merits or validity of any Claim Notice or Claim Objection, and shall act solely in accordance with the procedures set forth in this Article IV.

Section 4.04 — Disbursement Upon Consent or Deemed Consent

(a) If the Responding Party consents (whether expressly or by deemed consent pursuant to Section 4.03(b)) to a Claim, the Escrow Agent shall disburse the claimed amount (or such lesser amount as consented to) from the Escrow Fund to the payee identified in the Claim Notice within five (5) Business Days after the earlier of (i) the Escrow Agent's receipt of the Responding Party's express written consent or (ii) the expiration of the Objection Period (in the case of deemed consent).

(b) All disbursements under this Section 4.04 shall be made by wire transfer of immediately available funds to the account designated in the Claim Notice or, if applicable, to such other account as may be specified in a Joint Written Direction. The Escrow Agent shall provide written confirmation of each disbursement to Briarwood, Pinnacle, and their respective counsel within two (2) Business Days following such disbursement.

Section 4.05 — Resolution of Disputed Claims

In the event that a Claim Objection is timely delivered by the Responding Party in accordance with Section 4.03, the following procedures shall apply:

(a) Good-Faith Negotiation. The Claiming Party and the Responding Party shall attempt in good faith to resolve the dispute within a period of thirty (30) calendar days following the delivery of the Claim Objection (the "Negotiation Period"). During the Negotiation Period, the parties shall make themselves reasonably available for meetings, telephone conferences, or other communications aimed at achieving a mutually acceptable resolution.

(b) Joint Written Direction upon Agreement. If the parties reach agreement on the resolution of the disputed Claim during or after the Negotiation Period, they shall promptly deliver a Joint Written Direction to the Escrow Agent specifying (i) the amount (if any) to be disbursed from the Escrow Fund, (ii) the payee or payees to whom such amount is to be disbursed, and (iii) the wire transfer instructions for such disbursement. The Escrow Agent shall disburse the specified amount in accordance with such Joint Written Direction within five (5) Business Days of receipt thereof.

(c) Judicial Resolution. If the parties are unable to resolve the dispute within the thirty (30) calendar day Negotiation Period (or such longer period as the parties may mutually agree in writing), either party may submit the dispute for resolution to the Court of Chancery of the State of Delaware. If the Chancery Action (C.A. No. 2024-1187-MTZ) has been dismissed as contemplated by the Wind-Down Agreement, the submitting party may file a new proceeding in the Court of Chancery (or, if the Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware) for the purpose of resolving the disputed Claim. The Escrow Agent shall hold the disputed amount in the Escrow Account pending the entry of a final, non-appealable order or judgment of such court directing the disposition of the disputed amount.

(d) Disbursement Pursuant to Court Order. Upon receipt by the Escrow Agent of a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of all or any portion of the disputed amount, the Escrow Agent shall disburse the disputed amount (or the applicable portion thereof) in accordance with such order or judgment within five (5) Business Days of receipt of such certified copy. The Escrow Agent may conclusively rely on any such certified copy without independent verification of its authenticity or finality.

Section 4.06 — Partial Disbursements

(a) In the event that a Claim Objection is delivered with respect to only a portion of the amount set forth in a Claim Notice, the undisputed portion of the Claim shall be disbursed by the Escrow Agent in accordance with Section 4.04 (as if the Responding Party had consented to the disbursement of such undisputed portion), and the disputed portion shall be retained in the Escrow Account and treated in accordance with Section 4.05.

(b) The Escrow Agent shall maintain accurate and complete records of all Claim Notices received, all Claim Objections received, all disbursements made from the Escrow Fund, and the remaining balance of the Escrow Fund after each such disbursement. The Escrow Agent shall make such records available for inspection and copying by Briarwood and Pinnacle (and their respective counsel) upon reasonable request during normal business hours.

ARTICLE V — RELEASE OF ESCROW FUND

Section 5.01 — Release Date

(a) The "Release Date" shall be the date that is twelve (12) calendar months following the Dissolution Date (i.e., the date that is twelve (12) months after the date of filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware). By way of example, if the Certificate of Cancellation is filed on the target date of December 31, 2025, the Release Date would be December 31, 2026.

(b) The Escrow Agent shall use commercially reasonable efforts to confirm the Dissolution Date promptly upon its occurrence and shall notify the parties in writing of the Dissolution Date and the corresponding Release Date within five (5) Business Days after the Dissolution Date.

Section 5.02 — Release Mechanics

(a) On the Release Date (or, if the Release Date falls on a day that is not a Business Day, on the next succeeding Business Day), the Escrow Agent shall release and distribute the entire remaining balance of the Escrow Fund (including any Escrow Earnings) as follows:

(i) First, the Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate amount of all pending, undisbursed Claims for which a Claim Notice was timely delivered prior to the Release Date and that remain unresolved as of the Release Date (such amount, the "Holdback Amount"), which Holdback Amount shall continue to be held and administered in accordance with Section 5.03 of this Agreement; and

(ii) Second, the balance of the Escrow Fund remaining after deduction of the Holdback Amount (if any) shall be released and distributed to Briarwood and Pinnacle in proportion to their respective partnership interests in the Partnership — that is, fifty-five percent (55%) to Briarwood and forty-five percent (45%) to Pinnacle — by wire transfer of immediately available funds to the accounts designated by Briarwood and Pinnacle in accordance with the wire instructions provided pursuant to this Section 5.02 and Exhibit D hereto.

(b) No later than ten (10) Business Days prior to the anticipated Release Date, the Escrow Agent shall request updated wire transfer instructions from each of Briarwood and Pinnacle for purposes of the distribution contemplated by this Section 5.02. Each of Briarwood and Pinnacle shall provide such updated wire transfer instructions to the Escrow Agent no later than five (5) Business Days prior to the Release Date. If either party fails to provide updated wire transfer instructions by such date, the Escrow Agent shall distribute such party's share of the Escrow Fund in accordance with the wire instructions most recently provided by such party to the Escrow Agent (including the wire instructions set forth on Exhibit D).

Section 5.03 — Holdback for Pending Claims

(a) Any Holdback Amount retained by the Escrow Agent pursuant to Section 5.02(a)(i) shall continue to be held in the Escrow Account and shall be invested in Permitted Investments in accordance with Article III pending resolution of the applicable Claim or Claims in accordance with Article IV.

(b) Upon the resolution of each pending Claim (whether by consent, deemed consent, agreement of the parties, court order, or otherwise), the Escrow Agent shall disburse the amount, if any, required to satisfy such Claim in accordance with Article IV. Any surplus Holdback Amount not disbursed in satisfaction of the applicable Claim (i.e., the excess of the Holdback Amount attributable to such Claim over the amount actually disbursed in satisfaction thereof) shall be promptly released and distributed by the Escrow Agent to Briarwood and Pinnacle in proportion to their respective partnership interests (55% to Briarwood and 45% to Pinnacle) by wire transfer of immediately available funds within five (5) Business Days following such resolution.

(c) The Escrow Agent's obligations under this Agreement shall not terminate until all pending Claims have been finally resolved and the entire Escrow Fund has been fully disbursed in accordance with the terms of this Agreement. For the avoidance of doubt, the Escrow Agent's obligations with respect to any Holdback Amount shall survive the Release Date until the final disposition of all pending Claims.

Section 5.04 — Early Release

At any time prior to the Release Date, Briarwood and Pinnacle may, by Joint Written Direction, instruct the Escrow Agent to release all or any specified portion of the Escrow Fund to the parties (in proportion to their respective partnership interests: 55% to Briarwood and 45% to Pinnacle, unless otherwise specified in such Joint Written Direction) or to any other payee or payees designated therein, and the Escrow Agent shall comply with such instruction within five (5) Business Days of receipt of such Joint Written Direction. The Escrow Agent shall have no duty or obligation to inquire into the reason for any such early release or to verify that the conditions for any such early release have been satisfied.

ARTICLE VI — ESCROW AGENT PROVISIONS

Section 6.01 — Duties and Responsibilities

(a) The Escrow Agent's duties and responsibilities are limited solely to those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement. The Escrow Agent shall act upon and in accordance with written instructions and Joint Written Directions delivered to it in accordance with this Agreement and shall not be required to take any action in the absence of such instructions or directions, except as otherwise expressly provided herein.

(b) The Escrow Agent is not responsible for, and shall have no duty or obligation to determine, the validity, sufficiency, enforceability, or legal effect of any agreement, instrument, or document deposited with it, referenced herein, or otherwise relating to the transactions contemplated hereby, including, without limitation, the Wind-Down Agreement, the LPA, the Mutual Release Agreement, the Credit Agreement with Harborline Commercial Lending, LLC, any purchase and sale agreements relating to the Partnership's properties, or any court filings or orders in the Chancery Action.

(c) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, request, consent, certificate, direction, instruction, or other instrument or communication believed by it in good faith to be genuine, to have been signed or presented by the proper party or parties, and to conform to the requirements of this Agreement. The Escrow Agent shall have no duty or obligation to investigate or verify the accuracy, completeness, or authenticity of any such instrument or communication.

(d) The Escrow Agent may consult with counsel of its own choosing (including, without limitation, in-house counsel) and shall be fully protected in any action taken or omitted in good faith in accordance with the advice of such counsel. The reasonable fees and expenses of such counsel shall be reimbursable to the Escrow Agent in accordance with Section 6.04.

(e) The Escrow Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

Section 6.02 — Limitation of Liability

(a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. In no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages.

(b) The Escrow Agent shall not be liable for any loss, cost, damage, expense, or liability arising from any cause or event beyond the Escrow Agent's reasonable control, including, without limitation, acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil disturbance, acts of any governmental authority, failure or interruption of any utility, communication, or computer service, or any interruption in banking services or the unavailability of wire transfer or other payment systems.

(c) The Escrow Agent shall have no liability for the acts or omissions of any predecessor escrow agent or any successor escrow agent appointed in accordance with Section 6.05 of this Agreement.

(d) The Escrow Agent shall not be liable for any loss resulting from any investment made in accordance with Article III of this Agreement, or for any loss or delay in the receipt of funds deposited into the Escrow Account attributable to the acts or omissions of any depository institution, broker, or other third party.

Section 6.03 — Indemnification of Escrow Agent

(a) Briarwood and Pinnacle, in proportion to their respective partnership interests in the Partnership (fifty-five percent (55%) for Briarwood and forty-five percent (45%) for Pinnacle), shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and each of its officers, directors, employees, agents, and representatives (including Brian L. Whitfield individually in his capacity as Escrow Officer) (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, demands, actions, suits, proceedings, judgments, damages, costs, penalties, fines, and expenses (including reasonable attorneys' fees and disbursements, whether incurred at trial, on appeal, or in connection with any bankruptcy or insolvency proceeding) (collectively, "Losses") incurred by any Escrow Agent Indemnified Party arising out of, relating to, or in connection with the Escrow Agent's acceptance of appointment or the performance or non-performance of its duties and obligations under this Agreement; provided, however, that the foregoing indemnification obligations shall not apply to the extent that any such Losses are finally determined by a court of competent jurisdiction (by a judgment that is final and non-appealable) to have been caused by the Escrow Agent's gross negligence, willful misconduct, or material breach of this Agreement.

(b) The indemnification obligations set forth in this Section 6.03 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent shall have a first-priority lien on the Escrow Fund for any unpaid indemnification amounts owed to it under this Section 6.03, subject to the prior rights of the Depositors to the Escrow Fund as set forth in Articles IV and V.

Section 6.04 — Fees and Expenses of Escrow Agent

(a) The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit A, which fee schedule has been agreed upon by the parties. Such fees shall include, without limitation, an initial setup and acceptance fee, an annual escrow administration fee, per-disbursement fees, wire transfer fees, and fees for extraordinary services rendered beyond the scope of routine administration.

(b) The Escrow Agent's fees and expenses (including the fees and expenses of legal counsel engaged by the Escrow Agent in accordance with Section 6.01(d)) shall constitute wind-down expenses of the Partnership and shall be payable from the Escrow Fund. If the Escrow Fund is insufficient to pay the Escrow Agent's fees and expenses, Briarwood and Pinnacle shall be responsible for the payment of such fees and expenses in proportion to their respective partnership interests (55% by Briarwood and 45% by Pinnacle).

(c) The Escrow Agent shall invoice its fees quarterly and payment shall be due within thirty (30) days of the date of each such invoice. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the date due until paid in full.

Section 6.05 — Resignation and Removal of Escrow Agent

(a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time upon thirty (30) days' prior written notice to each of Briarwood and Pinnacle (and their respective counsel). Such resignation shall take effect on the thirtieth (30th) day following delivery of such notice (or such earlier date as may be agreed upon by the parties), subject to the appointment of a successor escrow agent as provided below.

(b) Removal. Briarwood and Pinnacle may, by Joint Written Direction, remove the Escrow Agent from its duties and obligations under this Agreement at any time upon thirty (30) days' prior written notice to the Escrow Agent. Such removal shall take effect on the thirtieth (30th) day following delivery of such notice (or such earlier date as may be agreed upon by the parties), subject to the appointment of a successor escrow agent as provided below.

(c) Successor Escrow Agent. Upon the resignation or removal of the Escrow Agent, Briarwood and Pinnacle shall appoint a successor escrow agent by Joint Written Direction. The Escrow Agent shall deliver the Escrow Fund (together with all records, documents, and instruments relating thereto) to such successor escrow agent within five (5) Business Days following the effective date of the Escrow Agent's resignation or removal and receipt of written instructions designating the successor. If Briarwood and Pinnacle fail to designate a successor escrow agent within thirty (30) days following the effective date of the Escrow Agent's resignation or removal, the Escrow Agent may deposit the Escrow Fund with the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept such deposit, with any other court of competent jurisdiction) and shall thereupon be discharged of all further duties and obligations under this Agreement.

(d) The provisions of Sections 6.02, 6.03, and 6.04 shall survive the resignation or removal of the Escrow Agent and shall continue in full force and effect with respect to actions taken or omitted by the Escrow Agent during its tenure as Escrow Agent.

Section 6.06 — Conflicting Instructions; Interpleader

(a) In the event that the Escrow Agent receives conflicting instructions from Briarwood and Pinnacle, or if at any time the Escrow Agent is uncertain as to its duties or obligations under this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to:

(i) Refrain from taking any action (other than to continue to hold and invest the Escrow Fund in accordance with Article III) until the Escrow Agent receives (A) a Joint Written Direction resolving the conflicting instructions or clarifying its duties, or (B) a final, non-appealable order of a court of competent jurisdiction directing the Escrow Agent with respect to the matter in question; or

(ii) Deposit the Escrow Fund (or the portion thereof that is the subject of the conflicting instructions or uncertainty) with the Court of Chancery of the State of Delaware in an interpleader or similar action, naming Briarwood and Pinnacle as parties, and shall thereupon be discharged of all further duties and obligations under this Agreement with respect to the deposited funds.

(b) The costs and expenses of any interpleader or similar action commenced by the Escrow Agent pursuant to this Section 6.06, including the Escrow Agent's reasonable attorneys' fees and court costs, shall be borne by Briarwood and Pinnacle in proportion to their respective partnership interests (55% by Briarwood and 45% by Pinnacle), and the Escrow Agent shall be entitled to deduct such costs and expenses from the Escrow Fund prior to depositing the same with the court.

ARTICLE VII — AUTHORIZED REPRESENTATIVES; NOTICES

Section 7.01 — Authorized Representatives

(a) Each party hereby designates the following individuals as its authorized representatives, each of whom is empowered to deliver and receive notices, instructions, consents, Claim Notices, Joint Written Directions, and other communications under this Agreement on behalf of such party:

Briarwood Family Office LLC:

• Margaux Briarwood-Feldstein, Director of Investments; and/or

• Elliot R. Briarwood, Sole Managing Member

Pinnacle Holdings Group LLC:

• Victor A. Sandoval, Managing Member; and/or

• Denise K. Hartwell, Chief Financial Officer

Concord Title & Escrow Services, Inc.:

• Brian L. Whitfield, Escrow Officer

(b) Any party may change its designated authorized representatives by delivering written notice to all other parties to this Agreement in accordance with Section 7.02. Such change shall be effective upon receipt of such notice by all other parties (or on such later date as may be specified in such notice). Until such notice is received, the Escrow Agent and the other parties shall be entitled to rely on the most recently designated authorized representatives.

(c) The Escrow Agent shall be fully protected in relying upon any instruction, direction, or other communication purporting to be delivered by an authorized representative designated hereunder, and shall have no duty to verify the identity or authority of any such person beyond confirming that such person is listed as an authorized representative in the most recent notice received by the Escrow Agent.

Section 7.02 — Notices

All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or made: (i) when delivered by hand (with written confirmation of receipt); (ii) when delivered by a nationally recognized overnight courier service (with written confirmation of receipt); (iii) when sent by electronic mail (with confirmation of transmission, provided that such electronic mail is followed within one (1) Business Day by delivery of a copy by a method specified in clause (i) or (ii) above); or (iv) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices shall be addressed to the parties at the following addresses (or at such other address as a party may designate by notice given in accordance with this Section 7.02):

If to Briarwood Family Office LLC:

Briarwood Family Office LLC 712 Park Avenue, 18th Floor New York, New York 10021

Attention: Margaux Briarwood-Feldstein, Director of Investments

Email: [on file]

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022

Attention: Linda Osei

Email: [on file]

If to Pinnacle Holdings Group LLC:

Pinnacle Holdings Group LLC 400 King Street, Suite 310 Wilmington, Delaware 19801

Attention: Victor A. Sandoval, Managing Member

Email: [on file]

with a copy (which shall not constitute notice) to:

ESCROW AGREEMENT
Dated as of __, 2025
Among
BRIARWOOD FAMILY OFFICE LLC,
PINNACLE HOLDINGS GROUP LLC,
GREYSTONE REALTY PARTNERS, L.P.,
and
CONCORD TITLE & ESCROW SERVICES, INC., as Escrow Agent
TABLE OF CONTENTS
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ESCROW AGREEMENT
This ESCROW AGREEMENT (this "Agreement") is made and entered into as of __, 2025 (the "Effective Date"), by and among:
(1) BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company, with its principal place of business and headquarters located at 712 Park Avenue, 18th Floor, New York, New York 10021 ("Briarwood" or "BFO");
(2) PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, with its principal place of business and headquarters located at 400 King Street, Suite 310, Wilmington, Delaware 19801 ("Pinnacle" or "PHG");
(3) GREYSTONE REALTY PARTNERS, L.P., a Delaware limited partnership, with its principal office located at 400 King Street, Suite 310, Wilmington, Delaware 19801 ("Greystone," "GRP," or the "Partnership"); and
(4) CONCORD TITLE & ESCROW SERVICES, INC., a Delaware corporation, with its offices located at 300 Delaware Avenue, Suite 700, Wilmington, Delaware 19801 (the "Escrow Agent").
Briarwood, Pinnacle, and Greystone are sometimes collectively referred to herein as the "Depositors" or the "Parties," and all four parties to this Agreement are sometimes collectively referred to herein as the "Parties to this Agreement." Brian L. Whitfield is the designated Escrow Officer of Concord Title & Escrow Services, Inc. and shall serve in such capacity for all purposes under this Agreement.
RECITALS
A. The Partnership. Greystone Realty Partners, L.P. is a Delaware limited partnership duly formed on June 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware on such date (File No. 7284613). The Partnership is governed by that certain Amended and Restated Agreement of Limited Partnership dated as of June 14, 2018, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership dated as of March 3, 2020 (as so amended, the "LPA"). The Partnership was formed for the purpose of acquiring, owning, operating, managing, and disposing of a portfolio of mixed-use commercial properties in the Mid-Atlantic region of the United States.
B. Partnership Interests. Pursuant to the terms of the LPA, Briarwood holds a fifty-five percent (55%) limited partner interest in the Partnership and Pinnacle holds a forty-five percent (45%) general partner interest in the Partnership. The aggregate capital contributions made to the Partnership by the partners total Eighty-Seven Million Dollars ($87,000,000), consisting of Forty-Seven Million Eight Hundred Fifty Thousand Dollars ($47,850,000) contributed by Briarwood and Thirty-Nine Million One Hundred Fifty Thousand Dollars ($39,150,000) contributed by Pinnacle.
C. The Deadlock and Litigation. On or about September 2024, the Partnership became deadlocked under Section 5.02 of the LPA with respect to certain fundamental operational and strategic decisions, including, among other things, a proposed refinancing of the Partnership's existing indebtedness in the aggregate principal amount of approximately Sixty-Two Million Dollars ($62,000,000) and a disputed capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) for required capital improvements and property maintenance across the Partnership's portfolio. The partners were unable to resolve this deadlock through the mechanisms contemplated by the LPA. On December 2, 2024, Briarwood filed a Verified Petition for Judicial Dissolution of the Partnership in the Court of Chancery of the State of Delaware, captioned Briarwood Family Office LLC v. Pinnacle Holdings Group LLC and Greystone Realty Partners, L.P., C.A. No. 2024-1187-MTZ (the "Chancery Action"). The Chancery Action remains pending as of the date hereof, subject to the terms of the Wind-Down Agreement (as defined below).
D. The Wind-Down Agreement. On __, 2025, Briarwood, Pinnacle, and Greystone entered into that certain Wind-Down Agreement (the "Wind-Down Agreement"), pursuant to which the parties agreed to a consensual dissolution of the Partnership, including the orderly disposition of the Partnership's seven-property portfolio of mixed-use commercial properties located in the Mid-Atlantic region, the allocation and sequencing of distributions to the partners in accordance with a negotiated distribution waterfall, the exchange of mutual releases of claims among the partners and the Partnership, and the dismissal of the Chancery Action, in each case on the terms and conditions set forth in the Wind-Down Agreement.
E. Portfolio Valuation. Keymark Valuation Group LLC, acting in its capacity as court-appointed independent appraiser pursuant to the order of the Court of Chancery of the State of Delaware entered in the Chancery Action on January 17, 2025, completed its appraisal of the Partnership's seven-property portfolio and issued its appraisal report (Appraisal Report No. KVG-2025-0214, dated February 22, 2025), which valued the Partnership's portfolio at an aggregate appraised value of One Hundred Seventy-Four Million Dollars ($174,000,000) as of the effective date of the appraisal. The parties have accepted such appraisal as the basis for the distribution waterfall and related calculations under the Wind-Down Agreement.
F. Escrow Requirement. Section _ of the Wind-Down Agreement requires, as a condition to the dissolution and final distribution of the Partnership's assets, the establishment of a contingent-liability escrow in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Escrow Amount"), to be held by the Escrow Agent for a period of twelve (12) months following the dissolution of the Partnership, for the purpose of satisfying potential contingent liabilities, claims, and obligations of the Partnership that may arise or become known after such dissolution, including, without limitation, post-closing adjustments, tax liabilities, environmental claims, and other third-party claims against the Partnership.
G. Purpose. The Parties desire to enter into this Escrow Agreement to set forth the terms and conditions governing the deposit, holding, investment, claim procedures, release, and disbursement of the Escrow Amount, and the rights, duties, and obligations of the Escrow Agent in connection therewith.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Wind-Down Agreement.
"Business Day" means any day other than a Saturday, a Sunday, or any other day on which banking institutions in Wilmington, Delaware are authorized or obligated by law, regulation, or executive order to close.
"Certificate of Cancellation" means the Certificate of Cancellation to be filed with the Secretary of State of the State of Delaware with respect to Greystone Realty Partners, L.P. (Delaware File No. 7284613) pursuant to Section 17-203 of Title 6 of the Delaware Code, which the parties have targeted for filing no later than December 31, 2025, in accordance with the timeline set forth in the Wind-Down Agreement.
"Claim" means any demand, action, suit, proceeding, arbitration, investigation, liability, obligation, loss, damage, cost, expense, penalty, fine, judgment, or settlement amount asserted against, or arising from, the Partnership or its assets after the Dissolution Date, whether arising under contract, tort, statute, regulation, or otherwise, and whether known or unknown, absolute or contingent, matured or unmatured, or liquidated or unliquidated.
"Claim Notice" has the meaning set forth in Section 4.02 of this Agreement.
"Claim Objection" has the meaning set forth in Section 4.03(b) of this Agreement.
"Claiming Party" has the meaning set forth in Section 4.02 of this Agreement.
"Dissolution Date" means the date on which the Certificate of Cancellation is filed with the Secretary of State of the State of Delaware, as evidenced by the filing stamp or other official acknowledgment of the Delaware Secretary of State.
"Escrow Account" means the segregated escrow account established and maintained by the Escrow Agent at a federally insured depository institution in accordance with Section 2.01 of this Agreement, identified as Escrow Account No. ESC-2025-40071.
"Escrow Amount" means One Million Five Hundred Thousand Dollars ($1,500,000), together with any Escrow Earnings credited thereto from time to time.
"Escrow Earnings" means all interest, dividends, and other income earned on the investment of the Escrow Amount pursuant to Article III of this Agreement, net of any investment-related fees or charges.
"Escrow Fund" means the Escrow Amount and all Escrow Earnings, as the same may be increased from time to time by the crediting of Escrow Earnings or reduced from time to time by disbursements and deductions made in accordance with this Agreement.
"Escrow Period" means the period commencing on the date of the initial deposit of funds into the Escrow Account and ending on the Release Date (subject to extension as provided in Section 5.03 with respect to any Holdback Amount for pending Claims).
"Holdback Amount" has the meaning set forth in Section 5.02(a) of this Agreement.
"Joint Written Direction" means a written instruction executed by an authorized representative of each of Briarwood and Pinnacle (as identified in Section 7.01 hereof or as subsequently designated in accordance therewith) and delivered to the Escrow Agent in accordance with the notice provisions of Section 7.02 of this Agreement.
"LPA" means the Amended and Restated Agreement of Limited Partnership of Greystone Realty Partners, L.P., dated as of June 14, 2018, as amended by the First Amendment to the Amended and Restated Agreement of Limited Partnership dated as of March 3, 2020, as may be further amended, restated, supplemented, or otherwise modified from time to time.
"Permitted Investments" has the meaning set forth in Section 3.01 of this Agreement.
"Release Date" has the meaning set forth in Section 5.01 of this Agreement.
"Releasing Parties" means Briarwood and Pinnacle, together with their respective affiliates, members, partners, officers, directors, employees, agents, heirs, successors, and assigns, in their capacities as the parties entitled to receive the Escrow Fund upon release in accordance with Article V of this Agreement.
"Responding Party" has the meaning set forth in Section 4.03 of this Agreement.
"Wind-Down Agreement" means that certain Wind-Down Agreement dated as of __, 2025, by and among Briarwood, Pinnacle, and Greystone, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.02 — Interpretation
(a) Unless the context otherwise requires, all references herein to Articles, Sections, Exhibits, and Schedules are to Articles, Sections, Exhibits, and Schedules of and to this Agreement.
(b) The headings and captions of the Articles, Sections, and other subdivisions of this Agreement are inserted for convenience of reference only and shall not affect the meaning, construction, or interpretation of this Agreement.
(c) The terms "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" regardless of whether such phrase appears therein.
(d) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing a particular gender shall include all genders.
(e) All dollar amounts referenced in this Agreement are in United States dollars unless otherwise expressly stated.
(f) References to "days" shall mean calendar days unless "Business Days" are expressly specified.
(g) The words "hereof," "herein," "hereby," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(h) References to any statute or regulation shall be deemed to refer to such statute or regulation as amended, supplemented, or replaced from time to time (and, in the case of any statute, to any successor statute or provision of similar import).
ARTICLE II — ESTABLISHMENT OF ESCROW; DEPOSIT MECHANICS
Section 2.01 — Establishment of Escrow Account
(a) Promptly following the execution and delivery of this Agreement, the Escrow Agent shall establish and maintain a segregated interest-bearing escrow account at a federally insured depository institution. Such escrow account shall be designated as Escrow Account No. ESC-2025-40071 and shall be maintained separately from the general assets and accounts of the Escrow Agent and from the assets and accounts of any other person or entity.
(b) The Escrow Account shall be titled as follows: "Concord Title & Escrow Services, Inc., as Escrow Agent for Greystone Realty Partners, L.P. Wind-Down Escrow."
(c) Brian L. Whitfield shall serve as the designated Escrow Officer of Concord Title & Escrow Services, Inc. with respect to this Agreement and shall have the authority to administer the Escrow Account, accept deposits, make disbursements, invest and reinvest the Escrow Fund, and take all other actions required of or permitted by the Escrow Agent hereunder, subject to the terms and conditions of this Agreement.
(d) The Escrow Agent shall at all times maintain the Escrow Fund at a depository institution the deposits of which are insured by the Federal Deposit Insurance Corporation, and the Escrow Agent shall use commercially reasonable efforts to ensure that the Escrow Fund receives the maximum available FDIC insurance coverage.
Section 2.02 — Initial Deposit
(a) The Escrow Amount of One Million Five Hundred Thousand Dollars ($1,500,000) shall be deposited into the Escrow Account from the gross sale proceeds of the Partnership's property dispositions, in accordance with the distribution waterfall set forth in the Wind-Down Agreement. The Escrow Amount represents the third priority distribution under the distribution waterfall, following: (i) the repayment in full of the outstanding indebtedness owing by the Partnership to Harborline Commercial Lending, LLC under that certain Credit Agreement dated as of September 15, 2020 (Loan Reference No. HCL-2020-07842), including principal, accrued and unpaid interest, prepayment premiums (if any), and all other amounts owing thereunder (estimated payoff amount as of the date hereof: approximately Sixty-Three Million Four Hundred Fifty-Seven Thousand Dollars ($63,457,000)); and (ii) the payment of all wind-down expenses of the Partnership (estimated at approximately Four Million One Hundred Thousand Dollars ($4,100,000)), including, without limitation, broker commissions, transfer taxes, legal fees, accounting fees, and other costs and expenses incurred in connection with the dissolution and winding up of the Partnership. The Escrow Amount shall be funded preceding the return of capital contributions to the partners and the distribution of any residual amounts under the distribution waterfall.
(b) The deposit of the Escrow Amount into the Escrow Account shall be made by wire transfer of immediately available funds to the Escrow Account in accordance with the wire instructions for the Escrow Agent set forth on Exhibit D attached hereto.
(c) Upon receipt of the Escrow Amount (or any portion thereof), the Escrow Agent shall provide written confirmation of receipt of the deposit, including the amount received, the date of receipt, and the Escrow Account balance, to each of the following:
(i) Briarwood Family Office LLC, 712 Park Avenue, 18th Floor, New York, New York 10021, Attention: Margaux Briarwood-Feldstein, Director of Investments;
(ii) Pinnacle Holdings Group LLC, 400 King Street, Suite 310, Wilmington, Delaware 19801, Attention: Victor A. Sandoval, Managing Member;
(iii) Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, Attention: Linda Osei (counsel for Briarwood); and
(iv) Ashford & Crane LLP, 1201 North Market Street, Suite 1400, Wilmington, Delaware 19801, Attention: Raymond T. Ashford (counsel for Pinnacle).
Section 2.03 — Timing of Deposit
(a) The deposit of the Escrow Amount into the Escrow Account shall occur upon the closing of the first property sale in the course of the Partnership's wind-down that generates sufficient net proceeds (after satisfaction of the Harborline payoff and the payment of wind-down expenses as described in Section 2.02(a)) to fund the full Escrow Amount, or upon such earlier date as the Depositors may direct by Joint Written Direction.
(b) In the event that the first property sale does not generate sufficient net proceeds (after satisfaction of the Harborline payoff and the payment of wind-down expenses) to fund the full Escrow Amount of $1,500,000, the Escrow Amount shall be funded from successive property sale closings, with available net proceeds being deposited into the Escrow Account following each such closing, until the aggregate amount deposited equals $1,500,000. The Escrow Agent shall maintain records of each partial deposit and shall promptly notify the parties of the cumulative balance deposited and the remaining amount required to fully fund the Escrow Amount.
(c) The Partnership, acting through Pinnacle as its general partner, shall use commercially reasonable efforts to ensure that the Escrow Amount is fully funded no later than thirty (30) days following the closing of the last property sale in the Partnership's portfolio.
Section 2.04 — Escrow Agent's Acceptance
(a) The Escrow Agent hereby accepts its appointment under this Agreement and agrees to hold, invest, and disburse the Escrow Fund in accordance with and subject to the terms and conditions of this Agreement. The Escrow Agent's acceptance of its appointment and its duties hereunder shall be subject to the payment of its fees and expenses as provided in Section 6.04 and the indemnification provisions of Section 6.03.
(b) The Escrow Agent acts solely as a stakeholder and escrow holder for purposes of this Agreement. The Escrow Agent is not a party to, and shall not be bound by, the Wind-Down Agreement, the LPA, the Mutual Release Agreement, or any other agreement, arrangement, or understanding among the Depositors or any of them, except this Escrow Agreement. The Escrow Agent shall have no duty or obligation to review, interpret, or enforce the terms of any such other agreement.
ARTICLE III — INVESTMENT OF ESCROW FUND
Section 3.01 — Permitted Investments
Unless otherwise directed by a Joint Written Direction delivered to the Escrow Agent, the Escrow Agent shall invest and reinvest the Escrow Fund in one or more of the following categories of investments (each, a "Permitted Investment"):
(a) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof backed by the full faith and credit of the United States of America, in each case maturing within ninety (90) days of the date of investment;
(b) Certificates of deposit or time deposits issued by any commercial bank organized under the laws of the United States of America or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation, and having combined capital and surplus of not less than Five Hundred Million Dollars ($500,000,000), in each case maturing within ninety (90) days of the date of investment;
(c) Money market mutual funds that invest exclusively in obligations described in clause (a) or clause (b) above and that maintain a constant net asset value per share and are rated in the highest rating category by at least one nationally recognized statistical rating organization; and
(d) Such other investments as Briarwood and Pinnacle may agree upon from time to time and specify in a Joint Written Direction delivered to the Escrow Agent.
The Escrow Agent shall not be required to invest any portion of the Escrow Fund in any investment that would require the Escrow Agent to register as an investment adviser under the Investment Advisers Act of 1940, as amended, or any similar state law.
Section 3.02 — Escrow Earnings
(a) All Escrow Earnings shall be retained in the Escrow Account and shall constitute part of the Escrow Fund for all purposes under this Agreement. The Escrow Agent shall reinvest all Escrow Earnings in Permitted Investments in accordance with this Article III.
(b) Tax Reporting. For federal, state, and local income tax purposes, the Escrow Earnings shall be reported as income of the Partnership (Employer Identification Number: 84-3290167) for so long as the Partnership has not been terminated for federal income tax purposes pursuant to Section 708 of the Internal Revenue Code of 1986, as amended (the "Code"), or the filing of the Certificate of Cancellation, whichever occurs first. Thereafter, the Escrow Earnings shall be allocated and reported fifty-five percent (55%) to Briarwood (Employer Identification Number: 83-2174509) and forty-five percent (45%) to Pinnacle (Employer Identification Number: 81-4637821), in each case in accordance with their respective partnership interests, unless the parties otherwise direct by Joint Written Direction delivered to the Escrow Agent. Each of Briarwood and Pinnacle shall be responsible for the timely payment of any income taxes attributable to its allocable share of the Escrow Earnings.
(c) The Escrow Agent shall furnish IRS Forms 1099, IRS Forms 1042-S, or such other applicable tax information reporting forms as may be required by applicable law with respect to the Escrow Earnings and shall provide copies of such forms to the parties in a timely manner. Each party shall provide to the Escrow Agent, upon request, a properly completed and executed IRS Form W-9 (or, if applicable, the appropriate IRS Form W-8) and such other tax documentation as the Escrow Agent may reasonably request in order to comply with its tax reporting obligations.
Section 3.03 — Investment Losses
(a) The Escrow Agent shall not be liable for any loss, depreciation, or diminution in value resulting from the investment or reinvestment of the Escrow Fund in Permitted Investments in accordance with this Article III, including any loss of principal, interest, or other amounts. No investment of the Escrow Fund in any Permitted Investment shall be deemed to constitute a guaranty by the Escrow Agent of the repayment of principal or the payment of interest or any other return thereon.
(b) The Escrow Agent shall not be liable for any delay in the investment or reinvestment of the Escrow Fund resulting from any cause beyond the Escrow Agent's reasonable control, including the unavailability of Permitted Investments at commercially reasonable rates or on commercially reasonable terms.
(c) The parties acknowledge that the Escrow Agent is not providing any investment advice in connection with the investment of the Escrow Fund and that the Depositors bear all investment risk associated with the Permitted Investments selected hereunder.
ARTICLE IV — CLAIMS AGAINST ESCROW FUND
Section 4.01 — Purpose of Escrow
(a) The Escrow Fund has been established and shall be maintained for the sole purpose of providing a source of funds to satisfy Claims that arise or become known after the Dissolution Date relating to the Partnership's contingent liabilities and obligations. The Escrow Fund shall be available to satisfy the following categories of Claims, including but not limited to:
(i) Tax liabilities or assessments (including penalties and interest thereon) relating to Greystone's operations, the disposition of Partnership properties, or the dissolution and winding up of the Partnership, imposed by any federal, state, or local taxing authority;
(ii) Post-closing adjustments, prorations, or indemnification obligations arising from or in connection with the sales of the Partnership's properties, including claims by purchasers under the terms of the applicable purchase and sale agreements;
(iii) Third-party claims against the Partnership relating to the period prior to the Dissolution Date, including, without limitation, claims arising from environmental conditions or liabilities at any of the Partnership's properties, claims by tenants under existing leases, claims by contractors, vendors, or service providers, and claims arising from personal injury or property damage occurring at any of the Partnership's properties; and
(iv) Any other obligations, liabilities, or claims of the Partnership or against the Partnership's assets that were unknown, unliquidated, or unquantifiable as of the Dissolution Date and that are not otherwise addressed by the distribution waterfall or other provisions of the Wind-Down Agreement.
(b) Notwithstanding the foregoing, the Escrow Fund shall not be available to satisfy any obligation, liability, or claim that is the subject of the mutual release set forth in the Mutual Release Agreement annexed as Exhibit A to the Wind-Down Agreement, and no Claim Notice may be submitted with respect to any such released obligation, liability, or claim.
Section 4.02 — Claim Notice Procedures
(a) Either Briarwood or Pinnacle (the party submitting the Claim Notice, the "Claiming Party") may submit a written notice of a Claim (a "Claim Notice") to the Escrow Agent at any time during the Escrow Period, with a simultaneous copy to the other party and its counsel (delivered in accordance with Section 7.02 of this Agreement). Each Claim Notice shall be substantially in the form attached hereto as Exhibit B and shall set forth, in reasonable detail, the following information:
(i) The nature and factual basis of the Claim, including a description of the underlying events, circumstances, or transactions giving rise to the Claim;
(ii) The amount claimed from the Escrow Fund (or, if the amount is not yet determinable, a good-faith estimate of the maximum amount that may be claimed, together with a statement of the basis for such estimate);
(iii) Copies of any supporting documentation reasonably available to the Claiming Party at the time of the Claim Notice, including, without limitation, demand letters, invoices, court filings, tax notices, assessment notices, environmental reports, or other relevant materials; and
(iv) A statement of the basis upon which the Claiming Party asserts that the Claim constitutes a proper charge against the Escrow Fund under this Agreement, including identification of the applicable category set forth in Section 4.01(a).
(b) A Claim Notice may be submitted at any time during the Escrow Period, provided that any Claim Notice submitted after the Release Date shall be deemed untimely and shall not be honored by the Escrow Agent.
Section 4.03 — Response and Objection Period
(a) The party that did not submit the Claim Notice (the "Responding Party") shall have a period of twenty (20) Business Days following its receipt of the Claim Notice (the "Objection Period") to deliver a written response to the Escrow Agent, with a simultaneous copy to the Claiming Party, in which the Responding Party either:
(i) Consents to the disbursement of the claimed amount (or a specified lesser amount) from the Escrow Fund to the payee identified in the Claim Notice; or
(ii) Objects to all or any portion of the Claim, setting forth in reasonable detail the basis for such objection, including the specific reasons the Responding Party believes the Claim (or the objected-to portion thereof) is not properly payable from the Escrow Fund (a "Claim Objection").
(b) If the Responding Party fails to deliver either a written consent or a Claim Objection to the Escrow Agent within the twenty (20) Business Day Objection Period, the Responding Party shall be deemed to have consented to the disbursement of the full amount set forth in the Claim Notice.
(c) The Escrow Agent shall have no duty or obligation to evaluate the merits or validity of any Claim Notice or Claim Objection, and shall act solely in accordance with the procedures set forth in this Article IV.
Section 4.04 — Disbursement Upon Consent or Deemed Consent
(a) If the Responding Party consents (whether expressly or by deemed consent pursuant to Section 4.03(b)) to a Claim, the Escrow Agent shall disburse the claimed amount (or such lesser amount as consented to) from the Escrow Fund to the payee identified in the Claim Notice within five (5) Business Days after the earlier of (i) the Escrow Agent's receipt of the Responding Party's express written consent or (ii) the expiration of the Objection Period (in the case of deemed consent).
(b) All disbursements under this Section 4.04 shall be made by wire transfer of immediately available funds to the account designated in the Claim Notice or, if applicable, to such other account as may be specified in a Joint Written Direction. The Escrow Agent shall provide written confirmation of each disbursement to Briarwood, Pinnacle, and their respective counsel within two (2) Business Days following such disbursement.
Section 4.05 — Resolution of Disputed Claims
In the event that a Claim Objection is timely delivered by the Responding Party in accordance with Section 4.03, the following procedures shall apply:
(a) Good-Faith Negotiation. The Claiming Party and the Responding Party shall attempt in good faith to resolve the dispute within a period of thirty (30) calendar days following the delivery of the Claim Objection (the "Negotiation Period"). During the Negotiation Period, the parties shall make themselves reasonably available for meetings, telephone conferences, or other communications aimed at achieving a mutually acceptable resolution.
(b) Joint Written Direction upon Agreement. If the parties reach agreement on the resolution of the disputed Claim during or after the Negotiation Period, they shall promptly deliver a Joint Written Direction to the Escrow Agent specifying (i) the amount (if any) to be disbursed from the Escrow Fund, (ii) the payee or payees to whom such amount is to be disbursed, and (iii) the wire transfer instructions for such disbursement. The Escrow Agent shall disburse the specified amount in accordance with such Joint Written Direction within five (5) Business Days of receipt thereof.
(c) Judicial Resolution. If the parties are unable to resolve the dispute within the thirty (30) calendar day Negotiation Period (or such longer period as the parties may mutually agree in writing), either party may submit the dispute for resolution to the Court of Chancery of the State of Delaware. If the Chancery Action (C.A. No. 2024-1187-MTZ) has been dismissed as contemplated by the Wind-Down Agreement, the submitting party may file a new proceeding in the Court of Chancery (or, if the Court of Chancery declines jurisdiction, in the Superior Court of the State of Delaware) for the purpose of resolving the disputed Claim. The Escrow Agent shall hold the disputed amount in the Escrow Account pending the entry of a final, non-appealable order or judgment of such court directing the disposition of the disputed amount.
(d) Disbursement Pursuant to Court Order. Upon receipt by the Escrow Agent of a certified copy of a final, non-appealable order or judgment of a court of competent jurisdiction directing the disposition of all or any portion of the disputed amount, the Escrow Agent shall disburse the disputed amount (or the applicable portion thereof) in accordance with such order or judgment within five (5) Business Days of receipt of such certified copy. The Escrow Agent may conclusively rely on any such certified copy without independent verification of its authenticity or finality.
Section 4.06 — Partial Disbursements
(a) In the event that a Claim Objection is delivered with respect to only a portion of the amount set forth in a Claim Notice, the undisputed portion of the Claim shall be disbursed by the Escrow Agent in accordance with Section 4.04 (as if the Responding Party had consented to the disbursement of such undisputed portion), and the disputed portion shall be retained in the Escrow Account and treated in accordance with Section 4.05.
(b) The Escrow Agent shall maintain accurate and complete records of all Claim Notices received, all Claim Objections received, all disbursements made from the Escrow Fund, and the remaining balance of the Escrow Fund after each such disbursement. The Escrow Agent shall make such records available for inspection and copying by Briarwood and Pinnacle (and their respective counsel) upon reasonable request during normal business hours.
ARTICLE V — RELEASE OF ESCROW FUND
Section 5.01 — Release Date
(a) The "Release Date" shall be the date that is twelve (12) calendar months following the Dissolution Date (i.e., the date that is twelve (12) months after the date of filing of the Certificate of Cancellation with the Secretary of State of the State of Delaware). By way of example, if the Certificate of Cancellation is filed on the target date of December 31, 2025, the Release Date would be December 31, 2026.
(b) The Escrow Agent shall use commercially reasonable efforts to confirm the Dissolution Date promptly upon its occurrence and shall notify the parties in writing of the Dissolution Date and the corresponding Release Date within five (5) Business Days after the Dissolution Date.
Section 5.02 — Release Mechanics
(a) On the Release Date (or, if the Release Date falls on a day that is not a Business Day, on the next succeeding Business Day), the Escrow Agent shall release and distribute the entire remaining balance of the Escrow Fund (including any Escrow Earnings) as follows:
(i) First, the Escrow Agent shall retain in the Escrow Account an amount equal to the aggregate amount of all pending, undisbursed Claims for which a Claim Notice was timely delivered prior to the Release Date and that remain unresolved as of the Release Date (such amount, the "Holdback Amount"), which Holdback Amount shall continue to be held and administered in accordance with Section 5.03 of this Agreement; and
(ii) Second, the balance of the Escrow Fund remaining after deduction of the Holdback Amount (if any) shall be released and distributed to Briarwood and Pinnacle in proportion to their respective partnership interests in the Partnership — that is, fifty-five percent (55%) to Briarwood and forty-five percent (45%) to Pinnacle — by wire transfer of immediately available funds to the accounts designated by Briarwood and Pinnacle in accordance with the wire instructions provided pursuant to this Section 5.02 and Exhibit D hereto.
(b) No later than ten (10) Business Days prior to the anticipated Release Date, the Escrow Agent shall request updated wire transfer instructions from each of Briarwood and Pinnacle for purposes of the distribution contemplated by this Section 5.02. Each of Briarwood and Pinnacle shall provide such updated wire transfer instructions to the Escrow Agent no later than five (5) Business Days prior to the Release Date. If either party fails to provide updated wire transfer instructions by such date, the Escrow Agent shall distribute such party's share of the Escrow Fund in accordance with the wire instructions most recently provided by such party to the Escrow Agent (including the wire instructions set forth on Exhibit D).
Section 5.03 — Holdback for Pending Claims
(a) Any Holdback Amount retained by the Escrow Agent pursuant to Section 5.02(a)(i) shall continue to be held in the Escrow Account and shall be invested in Permitted Investments in accordance with Article III pending resolution of the applicable Claim or Claims in accordance with Article IV.
(b) Upon the resolution of each pending Claim (whether by consent, deemed consent, agreement of the parties, court order, or otherwise), the Escrow Agent shall disburse the amount, if any, required to satisfy such Claim in accordance with Article IV. Any surplus Holdback Amount not disbursed in satisfaction of the applicable Claim (i.e., the excess of the Holdback Amount attributable to such Claim over the amount actually disbursed in satisfaction thereof) shall be promptly released and distributed by the Escrow Agent to Briarwood and Pinnacle in proportion to their respective partnership interests (55% to Briarwood and 45% to Pinnacle) by wire transfer of immediately available funds within five (5) Business Days following such resolution.
(c) The Escrow Agent's obligations under this Agreement shall not terminate until all pending Claims have been finally resolved and the entire Escrow Fund has been fully disbursed in accordance with the terms of this Agreement. For the avoidance of doubt, the Escrow Agent's obligations with respect to any Holdback Amount shall survive the Release Date until the final disposition of all pending Claims.
Section 5.04 — Early Release
At any time prior to the Release Date, Briarwood and Pinnacle may, by Joint Written Direction, instruct the Escrow Agent to release all or any specified portion of the Escrow Fund to the parties (in proportion to their respective partnership interests: 55% to Briarwood and 45% to Pinnacle, unless otherwise specified in such Joint Written Direction) or to any other payee or payees designated therein, and the Escrow Agent shall comply with such instruction within five (5) Business Days of receipt of such Joint Written Direction. The Escrow Agent shall have no duty or obligation to inquire into the reason for any such early release or to verify that the conditions for any such early release have been satisfied.
ARTICLE VI — ESCROW AGENT PROVISIONS
Section 6.01 — Duties and Responsibilities
(a) The Escrow Agent's duties and responsibilities are limited solely to those expressly set forth in this Agreement, and no implied duties or obligations shall be read into this Agreement. The Escrow Agent shall act upon and in accordance with written instructions and Joint Written Directions delivered to it in accordance with this Agreement and shall not be required to take any action in the absence of such instructions or directions, except as otherwise expressly provided herein.
(b) The Escrow Agent is not responsible for, and shall have no duty or obligation to determine, the validity, sufficiency, enforceability, or legal effect of any agreement, instrument, or document deposited with it, referenced herein, or otherwise relating to the transactions contemplated hereby, including, without limitation, the Wind-Down Agreement, the LPA, the Mutual Release Agreement, the Credit Agreement with Harborline Commercial Lending, LLC, any purchase and sale agreements relating to the Partnership's properties, or any court filings or orders in the Chancery Action.
(c) The Escrow Agent may rely upon, and shall be fully protected in acting or refraining from acting upon, any notice, request, consent, certificate, direction, instruction, or other instrument or communication believed by it in good faith to be genuine, to have been signed or presented by the proper party or parties, and to conform to the requirements of this Agreement. The Escrow Agent shall have no duty or obligation to investigate or verify the accuracy, completeness, or authenticity of any such instrument or communication.
(d) The Escrow Agent may consult with counsel of its own choosing (including, without limitation, in-house counsel) and shall be fully protected in any action taken or omitted in good faith in accordance with the advice of such counsel. The reasonable fees and expenses of such counsel shall be reimbursable to the Escrow Agent in accordance with Section 6.04.
(e) The Escrow Agent shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder if it has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.
Section 6.02 — Limitation of Liability
(a) The Escrow Agent shall not be liable for any action taken or omitted to be taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement. In no event shall the Escrow Agent be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind whatsoever, regardless of the form of action and whether or not the Escrow Agent has been advised of the possibility of such damages.
(b) The Escrow Agent shall not be liable for any loss, cost, damage, expense, or liability arising from any cause or event beyond the Escrow Agent's reasonable control, including, without limitation, acts of God, fire, flood, earthquake, pandemic, epidemic, war, terrorism, civil disturbance, acts of any governmental authority, failure or interruption of any utility, communication, or computer service, or any interruption in banking services or the unavailability of wire transfer or other payment systems.
(c) The Escrow Agent shall have no liability for the acts or omissions of any predecessor escrow agent or any successor escrow agent appointed in accordance with Section 6.05 of this Agreement.
(d) The Escrow Agent shall not be liable for any loss resulting from any investment made in accordance with Article III of this Agreement, or for any loss or delay in the receipt of funds deposited into the Escrow Account attributable to the acts or omissions of any depository institution, broker, or other third party.
Section 6.03 — Indemnification of Escrow Agent
(a) Briarwood and Pinnacle, in proportion to their respective partnership interests in the Partnership (fifty-five percent (55%) for Briarwood and forty-five percent (45%) for Pinnacle), shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent and each of its officers, directors, employees, agents, and representatives (including Brian L. Whitfield individually in his capacity as Escrow Officer) (collectively, the "Escrow Agent Indemnified Parties") from and against any and all losses, liabilities, claims, demands, actions, suits, proceedings, judgments, damages, costs, penalties, fines, and expenses (including reasonable attorneys' fees and disbursements, whether incurred at trial, on appeal, or in connection with any bankruptcy or insolvency proceeding) (collectively, "Losses") incurred by any Escrow Agent Indemnified Party arising out of, relating to, or in connection with the Escrow Agent's acceptance of appointment or the performance or non-performance of its duties and obligations under this Agreement; provided, however, that the foregoing indemnification obligations shall not apply to the extent that any such Losses are finally determined by a court of competent jurisdiction (by a judgment that is final and non-appealable) to have been caused by the Escrow Agent's gross negligence, willful misconduct, or material breach of this Agreement.
(b) The indemnification obligations set forth in this Section 6.03 shall survive the termination of this Agreement and the resignation or removal of the Escrow Agent. The Escrow Agent shall have a first-priority lien on the Escrow Fund for any unpaid indemnification amounts owed to it under this Section 6.03, subject to the prior rights of the Depositors to the Escrow Fund as set forth in Articles IV and V.
Section 6.04 — Fees and Expenses of Escrow Agent
(a) The Escrow Agent shall be entitled to compensation for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit A, which fee schedule has been agreed upon by the parties. Such fees shall include, without limitation, an initial setup and acceptance fee, an annual escrow administration fee, per-disbursement fees, wire transfer fees, and fees for extraordinary services rendered beyond the scope of routine administration.
(b) The Escrow Agent's fees and expenses (including the fees and expenses of legal counsel engaged by the Escrow Agent in accordance with Section 6.01(d)) shall constitute wind-down expenses of the Partnership and shall be payable from the Escrow Fund. If the Escrow Fund is insufficient to pay the Escrow Agent's fees and expenses, Briarwood and Pinnacle shall be responsible for the payment of such fees and expenses in proportion to their respective partnership interests (55% by Briarwood and 45% by Pinnacle).
(c) The Escrow Agent shall invoice its fees quarterly and payment shall be due within thirty (30) days of the date of each such invoice. Any amounts not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if less) from the date due until paid in full.
Section 6.05 — Resignation and Removal of Escrow Agent
(a) Resignation. The Escrow Agent may resign from its duties and obligations under this Agreement at any time upon thirty (30) days' prior written notice to each of Briarwood and Pinnacle (and their respective counsel). Such resignation shall take effect on the thirtieth (30th) day following delivery of such notice (or such earlier date as may be agreed upon by the parties), subject to the appointment of a successor escrow agent as provided below.
(b) Removal. Briarwood and Pinnacle may, by Joint Written Direction, remove the Escrow Agent from its duties and obligations under this Agreement at any time upon thirty (30) days' prior written notice to the Escrow Agent. Such removal shall take effect on the thirtieth (30th) day following delivery of such notice (or such earlier date as may be agreed upon by the parties), subject to the appointment of a successor escrow agent as provided below.
(c) Successor Escrow Agent. Upon the resignation or removal of the Escrow Agent, Briarwood and Pinnacle shall appoint a successor escrow agent by Joint Written Direction. The Escrow Agent shall deliver the Escrow Fund (together with all records, documents, and instruments relating thereto) to such successor escrow agent within five (5) Business Days following the effective date of the Escrow Agent's resignation or removal and receipt of written instructions designating the successor. If Briarwood and Pinnacle fail to designate a successor escrow agent within thirty (30) days following the effective date of the Escrow Agent's resignation or removal, the Escrow Agent may deposit the Escrow Fund with the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept such deposit, with any other court of competent jurisdiction) and shall thereupon be discharged of all further duties and obligations under this Agreement.
(d) The provisions of Sections 6.02, 6.03, and 6.04 shall survive the resignation or removal of the Escrow Agent and shall continue in full force and effect with respect to actions taken or omitted by the Escrow Agent during its tenure as Escrow Agent.
Section 6.06 — Conflicting Instructions; Interpleader
(a) In the event that the Escrow Agent receives conflicting instructions from Briarwood and Pinnacle, or if at any time the Escrow Agent is uncertain as to its duties or obligations under this Agreement, the Escrow Agent shall be entitled, in its sole discretion, to:
(i) Refrain from taking any action (other than to continue to hold and invest the Escrow Fund in accordance with Article III) until the Escrow Agent receives (A) a Joint Written Direction resolving the conflicting instructions or clarifying its duties, or (B) a final, non-appealable order of a court of competent jurisdiction directing the Escrow Agent with respect to the matter in question; or
(ii) Deposit the Escrow Fund (or the portion thereof that is the subject of the conflicting instructions or uncertainty) with the Court of Chancery of the State of Delaware in an interpleader or similar action, naming Briarwood and Pinnacle as parties, and shall thereupon be discharged of all further duties and obligations under this Agreement with respect to the deposited funds.
(b) The costs and expenses of any interpleader or similar action commenced by the Escrow Agent pursuant to this Section 6.06, including the Escrow Agent's reasonable attorneys' fees and court costs, shall be borne by Briarwood and Pinnacle in proportion to their respective partnership interests (55% by Briarwood and 45% by Pinnacle), and the Escrow Agent shall be entitled to deduct such costs and expenses from the Escrow Fund prior to depositing the same with the court.
ARTICLE VII — AUTHORIZED REPRESENTATIVES; NOTICES
Section 7.01 — Authorized Representatives
(a) Each party hereby designates the following individuals as its authorized representatives, each of whom is empowered to deliver and receive notices, instructions, consents, Claim Notices, Joint Written Directions, and other communications under this Agreement on behalf of such party:
Briarwood Family Office LLC:
•  Margaux Briarwood-Feldstein, Director of Investments; and/or
•  Elliot R. Briarwood, Sole Managing Member
Pinnacle Holdings Group LLC:
•  Victor A. Sandoval, Managing Member; and/or
•  Denise K. Hartwell, Chief Financial Officer
Concord Title & Escrow Services, Inc.:
•  Brian L. Whitfield, Escrow Officer
(b) Any party may change its designated authorized representatives by delivering written notice to all other parties to this Agreement in accordance with Section 7.02. Such change shall be effective upon receipt of such notice by all other parties (or on such later date as may be specified in such notice). Until such notice is received, the Escrow Agent and the other parties shall be entitled to rely on the most recently designated authorized representatives.
(c) The Escrow Agent shall be fully protected in relying upon any instruction, direction, or other communication purporting to be delivered by an authorized representative designated hereunder, and shall have no duty to verify the identity or authority of any such person beyond confirming that such person is listed as an authorized representative in the most recent notice received by the Escrow Agent.
Section 7.02 — Notices
All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement (collectively, "Notices") shall be in writing and shall be deemed to have been duly given or made: (i) when delivered by hand (with written confirmation of receipt); (ii) when delivered by a nationally recognized overnight courier service (with written confirmation of receipt); (iii) when sent by electronic mail (with confirmation of transmission, provided that such electronic mail is followed within one (1) Business Day by delivery of a copy by a method specified in clause (i) or (ii) above); or (iv) on the third (3rd) Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Notices shall be addressed to the parties at the following addresses (or at such other address as a party may designate by notice given in accordance with this Section 7.02):
If to Briarwood Family Office LLC:
Briarwood Family Office LLC 712 Park Avenue, 18th Floor New York, New York 10021
Attention: Margaux Briarwood-Feldstein, Director of Investments
Email: [on file]
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Linda Osei
Email: [on file]
If to Pinnacle Holdings Group LLC:
Pinnacle Holdings Group LLC 400 King Street, Suite 310 Wilmington, Delaware 19801
Attention: Victor A. Sandoval, Managing Member
Email: [on file]
with a copy (which shall not constitute notice) to:
Ashford & Crane LLP 1201 North Market Street, Suite 1400 Wilmington, Delaware 19801
Attention: Raymond T. Ashford
Email: [on file]
If to Greystone Realty Partners, L.P.:
Greystone Realty Partners, L.P. c/o Pinnacle Holdings Group LLC 400 King Street, Suite 310 Wilmington, Delaware 19801
Attention: Victor A. Sandoval, Managing Member (as General Partner)
Email: [on file]
If to Concord Title & Escrow Services, Inc.:
Concord Title & Escrow Services, Inc. 300 Delaware Avenue, Suite 700 Wilmington, Delaware 19801
Attention: Brian L. Whitfield, Escrow Officer
Email: [on file]
ARTICLE VIII — REPRESENTATIONS AND WARRANTIES
Section 8.01 — Representations and Warranties of Briarwood
Briarwood hereby represents and warrants to each other party to this Agreement 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 (Delaware File No. 5918274).
(b) Power and Authority. Briarwood has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement. The execution, delivery, and performance of this Agreement by Briarwood have been duly authorized by all necessary limited liability company action on the part of Briarwood.
(c) No Conflict. The execution, delivery, and performance of this Agreement by Briarwood do not and will not (i) violate, conflict with, or result in a breach of any provision of Briarwood's certificate of formation or limited liability company agreement, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Briarwood, or (iii) conflict with, result in a breach of, constitute a default under, or require any consent or approval under, any material contract, agreement, or instrument to which Briarwood is a party or by which it is bound.
(d) Binding Obligation. This Agreement has been duly executed and delivered by Briarwood and constitutes the legal, valid, and binding obligation of Briarwood, enforceable against Briarwood in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 8.02 — Representations and Warranties of Pinnacle
Pinnacle hereby represents and warrants to each other party to this Agreement 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 (Delaware File No. 6103488).
(b) Power and Authority. Pinnacle has all requisite limited liability company power and authority to execute, deliver, and perform its obligations under this Agreement, both in its individual capacity and in its capacity as the general partner of Greystone Realty Partners, L.P. The execution, delivery, and performance of this Agreement by Pinnacle have been duly authorized by all necessary limited liability company action on the part of Pinnacle.
(c) No Conflict. The execution, delivery, and performance of this Agreement by Pinnacle do not and will not (i) violate, conflict with, or result in a breach of any provision of Pinnacle's certificate of formation or limited liability company agreement, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Pinnacle, or (iii) conflict with, result in a breach of, constitute a default under, or require any consent or approval under, any material contract, agreement, or instrument to which Pinnacle is a party or by which it is bound.
(d) Binding Obligation. This Agreement has been duly executed and delivered by Pinnacle and constitutes the legal, valid, and binding obligation of Pinnacle, enforceable against Pinnacle in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 8.03 — Representations and Warranties of Greystone
Greystone hereby represents and warrants to each other party to this Agreement as follows:
(a) Organization and Good Standing. Greystone is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware File No. 7284613).
(b) Power and Authority. Greystone has all requisite partnership power and authority to execute, deliver, and perform its obligations under this Agreement, acting through Pinnacle Holdings Group LLC as its general partner with the consent of Briarwood Family Office LLC as its limited partner. The execution, delivery, and performance of this Agreement by Greystone have been duly authorized by all necessary partnership action on the part of Greystone, including the approval of Pinnacle as general partner and the consent of Briarwood as limited partner, in each case in accordance with the terms of the LPA.
(c) No Conflict. The execution, delivery, and performance of this Agreement by Greystone do not and will not (i) violate, conflict with, or result in a breach of any provision of Greystone's Certificate of Limited Partnership or the LPA, (ii) violate any applicable law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Greystone, or (iii) conflict with, result in a breach of, constitute a default under, or require any consent or approval under, any material contract, agreement, or instrument to which Greystone is a party or by which it is bound, including, without limitation, that certain Credit Agreement dated as of September 15, 2020, by and between Greystone and Harborline Commercial Lending, LLC (Loan Reference No. HCL-2020-07842); provided, however, that to the extent consent of Harborline Commercial Lending, LLC is required under such Credit Agreement in connection with the transactions contemplated by this Agreement and the Wind-Down Agreement, such consent shall have been obtained prior to or concurrently with the execution and delivery of this Agreement.
(d) Binding Obligation. This Agreement has been duly executed and delivered by Greystone and constitutes the legal, valid, and binding obligation of Greystone, enforceable against Greystone in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
Section 8.04 — Representations and Warranties of Escrow Agent
The Escrow Agent hereby represents and warrants to each other party to this Agreement as follows:
(a) Organization and Good Standing. The Escrow Agent is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.
(b) Power and Authority. The Escrow Agent has all requisite corporate power and authority to accept its appointment as escrow agent under this Agreement and to execute, deliver, and perform its obligations hereunder. The execution, delivery, and performance of this Agreement by the Escrow Agent have been duly authorized by all necessary corporate action on the part of the Escrow Agent.
(c) Authorization of Escrow Officer. Brian L. Whitfield is duly authorized by the Escrow Agent to act as Escrow Officer for all purposes under this Agreement and to take all actions on behalf of the Escrow Agent as contemplated hereby.
(d) Binding Obligation. This Agreement has been duly executed and delivered by the Escrow Agent and constitutes the legal, valid, and binding obligation of the Escrow Agent, enforceable against the Escrow Agent in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws aff

ESCROW AGREEMENT

BRIARWOOD FAMILY OFFICE LLC,

PINNACLE HOLDINGS GROUP LLC,

GREYSTONE REALTY PARTNERS, L.P.,

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