MERIDIAN CAPITAL ADVISORS LLC 1700 Market Street, 28th Floor Philadelphia, PA 19103 Tel: (215) 555-4800
Fax: (215) 555-4801
www.meridiancapitaladvisors.com
March 18, 2025
Greystone Realty Partners, L.P. c/o Pinnacle Holdings Group LLC, as General Partner 400 King Street, Suite 310 Wilmington, DE 19801
Attention: Victor A. Sandoval, Managing Member of Pinnacle Holdings Group LLC
ENGAGEMENT LETTER Reference No.: MCA-GRP-2025-001 Exclusive Disposition Brokerage — Greystone Portfolio Properties
Dear Mr. Sandoval:
1. Introductory Paragraph / Engagement Overview
Meridian Capital Advisors LLC ("Meridian" or the "Broker") is pleased to confirm, by this engagement letter (this "Letter"), the terms upon which Meridian has been engaged by Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), acting through its general partner, Pinnacle Holdings Group LLC, a Delaware limited liability company ("Pinnacle" or the "General Partner"), with the written acknowledgment and consent of Briarwood Family Office LLC, a New York limited liability company ("Briarwood"), the holder of a fifty-five percent (55%) limited partnership interest in the Partnership.
The purpose of this engagement is to appoint Meridian as the exclusive real estate disposition broker for the marketing and sale of the seven (7) mixed-use commercial properties comprising the Greystone portfolio, as more fully described in Section 2 below and in Exhibit A attached hereto (collectively, the "Properties" and individually, each a "Property"). This engagement arises in connection with the consensual wind-down and dissolution of Greystone pursuant to that certain Wind-Down and Dissolution Agreement dated as of March 14, 2025, by and among Briarwood, Pinnacle, and Greystone (as may be amended, supplemented, or otherwise modified from time to time, the "Wind-Down Agreement"). Capitalized terms used but not defined in this Letter shall have the meanings ascribed to them in the Wind-Down Agreement unless the context otherwise requires.
This Letter is referenced herein as Engagement Reference No. MCA-GRP-2025-001. Nadia Kowalski, Managing Director of Meridian, shall serve as Meridian's lead professional for the engagement and shall be the primary point of contact for the Partnership, its partners, and their respective counsel throughout the Engagement Term (as defined in Section 4 below).
Meridian understands that the disposition of the Properties is a central component of the orderly wind-down and dissolution of the Partnership and that the timely, efficient, and value-maximizing sale of the Properties is of paramount importance to all parties. Meridian is committed to dedicating the professional resources necessary to achieve these objectives within the timeline contemplated by the Wind-Down Agreement.
2. The Properties
The Properties to be marketed and sold under this engagement consist of seven (7) mixed-use commercial real estate assets located in the Mid-Atlantic region, specifically in the metropolitan areas of Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia. Each Property has been independently appraised by Keymark Valuation Group LLC pursuant to that certain Appraisal Report No. KVG-2025-0214, dated February 22, 2025, prepared by Thomas J. Reeves, MAI (the "Keymark Appraisal"). The Keymark Appraisal was commissioned and prepared pursuant to a Stipulated Order of the Court of Chancery of the State of Delaware entered on January 10, 2025, in connection with the proceedings leading to the execution of the Wind-Down Agreement.
The following table sets forth the name, address, property type, and appraised value for each of the seven Properties:
The aggregate appraised value of the portfolio is One Hundred Seventy-Four Million Dollars ($174,000,000). Additional details regarding each Property, including approximate square footage, current occupancy status, and material lease information relevant to the disposition process, are set forth in the Property Schedule attached hereto as Exhibit A and incorporated herein by reference.
Meridian acknowledges that the Keymark Appraisal represents a point-in-time valuation as of the date of that report and that actual sale prices may vary from the appraised values based on market conditions, buyer demand, property condition, and other factors. Notwithstanding the foregoing, the Keymark appraised values shall serve as the baseline reference for pricing strategy, the Pinnacle ROFO process described in Section 7 below, and the minimum acceptable offer thresholds described in Section 4 below.
3. Scope of Services
Meridian shall provide the following services with respect to each Property during the Engagement Term:
(a) Market Analysis and Pricing Strategy. Meridian shall prepare a comprehensive market analysis and recommended listing or asking price for each Property. Each such analysis shall be informed by the Keymark appraised values, current and projected market conditions in the applicable submarket of the Mid-Atlantic region (including, without limitation, the Philadelphia, Wilmington, Baltimore, and Arlington, Virginia metropolitan areas), comparable recent sales transactions, prevailing capitalization rates, and any property-specific factors that may affect pricing. Meridian shall present its pricing recommendations to both the General Partner and Briarwood for review and comment prior to the commencement of active marketing for each Property. The parties acknowledge that the final determination of each Property's listing price shall be made by the General Partner with the written approval of Briarwood, as contemplated by the Wind-Down Agreement.
(b) Marketing and Advertising. Meridian shall develop and execute a comprehensive marketing plan for each Property. Such marketing plan shall include, without limitation: (i) preparation of professional offering memoranda and marketing packages for each Property, including financial summaries, property descriptions, tenant information, site plans, and photographs; (ii) creation and maintenance of property-specific marketing websites or landing pages; (iii) direct outreach to qualified institutional and private buyers, including real estate investment trusts, private equity funds, family offices, and high-net-worth individuals with a demonstrated interest in Mid-Atlantic commercial real estate; (iv) coordination with local commercial real estate listing platforms, industry databases (including Hollowell Corporation, Stonefield Technologies, and such other platforms as Meridian deems appropriate), and cooperating brokers; and (v) such other marketing activities as Meridian, in consultation with the General Partner and Briarwood, determines are reasonably calculated to generate maximum interest and competitive bidding for the Properties.
(c) Buyer Identification and Qualification. Meridian shall identify, screen, and qualify prospective purchasers for each Property. Meridian shall evaluate the financial capacity, track record, and seriousness of purpose of each prospective purchaser before facilitating access to confidential property information or arranging property tours. Prior to providing any confidential information regarding a Property or the Partnership to a prospective purchaser, Meridian shall ensure that such prospective purchaser has executed a Buyer Confidentiality Agreement in substantially the form attached hereto as Exhibit B (or such other form as may be reasonably approved by counsel for the Partnership). Meridian shall conduct property tours and presentations for qualified prospective purchasers and shall coordinate such tours with on-site property management personnel and counsel as appropriate.
(d) Negotiation of Letters of Intent and Purchase Agreements. Meridian shall assist the Partnership in the negotiation of letters of intent, purchase and sale agreements, and related transaction documents with prospective purchasers. All such negotiations shall be conducted in coordination with Greystone's legal counsel, Calderwood & Harkness LLP, 599 Lexington Avenue, New York, NY 10022 (Attention: Linda Osei and Yuki Nakamura), and Ashford & Crane LLP, 1201 North Market Street, Suite 1400, Wilmington, DE 19801 (Attention: Raymond T. Ashford). Meridian acknowledges that all binding agreements relating to the sale of any Property must be approved and executed by the General Partner with the written consent of Briarwood, as required by the Wind-Down Agreement and the Partnership's limited partnership agreement, and that Meridian does not have authority to bind the Partnership or any of its partners in any transaction.
(e) Due Diligence Coordination. Meridian shall facilitate buyer due diligence with respect to each Property, including, without limitation: (i) coordination of property inspections, environmental assessments, engineering reports, and similar investigations by prospective purchasers and their consultants; (ii) coordination with Concord Title & Escrow Services, Inc., 300 Delaware Avenue, Suite 700, Wilmington, DE 19801, with respect to title review, title commitments, and resolution of any title matters; (iii) assembly and delivery of financial documents, rent rolls, lease abstracts, operating statements, capital expenditure histories, and other due diligence materials in an organized and timely manner; and (iv) management of virtual and physical data rooms as appropriate for the efficient conduct of buyer due diligence.
(f) Closing Coordination. Meridian shall assist with closing logistics for each Property sale, including coordination with the escrow agent, the lender (Harborline Commercial Lending, LLC, as further described in Section 13 below), the title insurer, counsel for all parties, and any governmental or regulatory authorities as may be required. Meridian shall work to ensure that closings are conducted in an orderly and timely manner consistent with the wind-down timeline and any applicable contractual deadlines.
(g) Pinnacle ROFO Process Support. Meridian shall cooperate fully with the right of first offer ("ROFO") process set forth in Section 4.03 of the Wind-Down Agreement, as further described in Section 7 of this Letter. Such cooperation shall include, without limitation, timely notification to Pinnacle and Briarwood of all bona fide third-party offers, facilitation of Pinnacle's evaluation and potential exercise of its ROFO (exercisable within twenty (20) business days of receipt of a bona fide third-party offer, at a price no less than ninety-seven and one-half percent (97.5%) of the Keymark appraised value for the applicable Property), and coordination with all parties and their counsel to consummate any ROFO acquisition in accordance with the terms set forth in the Wind-Down Agreement.
4. Exclusive Listing and Marketing Timeline
Exclusive Engagement. Meridian is hereby appointed as the exclusive disposition broker for all seven (7) Properties for the duration of the Engagement Term. During the Engagement Term, neither the Partnership nor any of its partners, affiliates, officers, directors, members, managers, employees, or agents shall engage any other broker, finder, or intermediary in connection with the sale or other disposition of any Property, nor shall any such party directly solicit, entertain, or negotiate offers for the purchase of any Property except through Meridian or with Meridian's prior written consent. The foregoing exclusivity shall not restrict Pinnacle's exercise of its ROFO as described in Section 7 below or as provided in the Wind-Down Agreement.
Marketing Commencement. Meridian shall commence active marketing of the Properties within thirty (30) days of the execution of the Wind-Down Agreement. The parties acknowledge that preparatory work, including the preparation of offering memoranda, market analyses, and initial buyer outreach, may commence prior to the start of active marketing and that such preparatory work is included within the scope of services described in Section 3 above.
Engagement Term. The engagement shall commence on the date of this Letter and shall continue until the earliest to occur of: (i) the date on which all Properties have been sold and all closings completed; (ii) the filing of the Certificate of Cancellation of Greystone Realty Partners, L.P. with the Secretary of State of the State of Delaware (which is targeted to occur no later than December 31, 2025); or (iii) the termination of this engagement pursuant to Section 9 below (such period, the "Engagement Term").
Sequencing. Meridian and the Partnership (acting through the General Partner, with input from Briarwood) shall consult regarding the optimal order and timing of the disposition of each Property, taking into account prevailing and anticipated market conditions in each applicable submarket, the status and expiration dates of material leases, tenant considerations (including any tenant purchase rights or relocation requirements), the objective of maximizing aggregate sale proceeds across the portfolio, and the imperative of completing all dispositions within the wind-down timeline established by the Wind-Down Agreement. Meridian shall provide its recommendations regarding sequencing as part of the initial market analysis deliverable described in Section 3(a) above and shall update such recommendations as circumstances warrant throughout the Engagement Term.
No Obligation to Accept Below-Appraised-Value Offers. Greystone shall not be obligated to accept any offer for a Property that is below the Keymark appraised value for such Property, unless both Briarwood and Pinnacle consent in writing to the acceptance of such below-appraised-value offer. The parties acknowledge that, as the wind-down progresses and market conditions evolve, the General Partner and Briarwood may, in their respective discretion, agree to accept offers below appraised value for one or more Properties in order to achieve an orderly and timely conclusion of the wind-down process.
5. Commission and Fee Structure
Commission Rate. In consideration of the services to be provided by Meridian hereunder, Meridian shall be entitled to a commission equal to one and seventy-five hundredths percent (1.75%) of the gross sale price for each Property upon the closing of the sale of such Property (the "Commission"). The "gross sale price" for this purpose shall mean the total purchase price paid by the buyer for the applicable Property, exclusive of prorations, credits, and adjustments at closing.
Payment Timing. The Commission for each Property shall be earned upon and shall become due and payable at the closing of the sale of such Property. The Commission shall be paid from the gross sale proceeds at closing, prior to the application of such proceeds to the distribution waterfall set forth in the Wind-Down Agreement. The escrow agent or closing agent shall be instructed to disburse the Commission directly to Meridian from the closing proceeds as a closing cost of the applicable transaction.
Cooperating Broker Fee. In the event that a cooperating broker introduces the ultimate purchaser of any Property, Meridian shall be solely responsible for the payment of any fee, commission, or other compensation owed to such cooperating broker, and such cooperating broker fee shall be paid solely out of Meridian's Commission. No additional fee, commission, or compensation of any kind shall be payable by Greystone, Pinnacle, Briarwood, or any affiliate thereof to any cooperating broker in connection with the sale of any Property.
Commission on ROFO Acquisitions. In the event Pinnacle exercises its ROFO and acquires any Property pursuant to the ROFO process described in Section 7 below and in the Wind-Down Agreement, a Commission at the rate of one and seventy-five hundredths percent (1.75%) of the ROFO acquisition price shall nonetheless be due and payable to Meridian from the sale proceeds of such ROFO acquisition. The parties acknowledge that the ROFO process is integral to the disposition process and that Meridian's services in generating bona fide third-party offers and facilitating the ROFO process contribute to the value realized in any ROFO transaction.
Expense Reimbursement. Meridian shall be responsible for its own out-of-pocket marketing, travel, and related expenses incurred in connection with this engagement for the first Twenty-Five Thousand Dollars ($25,000) in the aggregate. Expenses in excess of Twenty-Five Thousand Dollars ($25,000) in the aggregate shall be reimbursable by Greystone, provided that such excess expenses have received prior written approval from both the General Partner and Briarwood and are supported by reasonable documentation (including receipts, invoices, and a written description of the business purpose of each expense). Reimbursable expenses shall not include Meridian's ordinary overhead, employee compensation, or general and administrative costs.
Illustrative Commission Calculation. For illustrative purposes only, if all seven Properties were to sell at an aggregate gross sale price equal to the aggregate Keymark appraised value of One Hundred Seventy-Four Million Dollars ($174,000,000), the aggregate Commission payable to Meridian would be calculated as follows:
$174,000,000 × 1.75% = $3,045,000
The Commission for each Property will be calculated on the actual gross sale price of that Property. By way of further illustration, if Station Square were to close at its Keymark appraised value of $38,200,000, the Commission payable to Meridian for that Property would be:
$38,200,000 × 1.75% = $668,500
The foregoing illustrations are provided solely for reference and do not constitute a guarantee of sale prices, aggregate Commission amounts, or the terms of any individual transaction.
6. Reporting Obligations
Biweekly Status Reports. Meridian shall prepare and deliver written status reports on a biweekly basis (i.e., every two calendar weeks) throughout the Engagement Term. Each status report shall be transmitted by electronic mail and, upon request, by overnight courier to the following recipients:
(i) Pinnacle Holdings Group LLC, Attention: Victor A. Sandoval and Denise K. Hartwell, 400 King Street, Suite 310, Wilmington, DE 19801;
(ii) Briarwood Family Office LLC, Attention: Margaux Briarwood-Feldstein, 712 Park Avenue, 18th Floor, New York, NY 10021;
(iii) Calderwood & Harkness LLP, Attention: Linda Osei and Yuki Nakamura, 599 Lexington Avenue, New York, NY 10022; and
(iv) Ashford & Crane LLP, Attention: Raymond T. Ashford, 1201 North Market Street, Suite 1400, Wilmington, DE 19801.
Each biweekly status report shall include, at a minimum, the following information with respect to each Property: (a) a summary of marketing activities conducted during the reporting period; (b) the number and quality of inquiries received; (c) property tours conducted, including the identity and qualifications of prospective purchasers (to the extent not subject to confidentiality restrictions); (d) offers received, including a summary of material terms; (e) the status of pending negotiations; (f) anticipated closing timelines for any Property under contract; (g) any material changes in market conditions or competitive landscape that may affect pricing or timing; and (h) any issues, risks, or impediments to the disposition process that have come to Meridian's attention.
Immediate Notification of Bona Fide Offers. Meridian shall promptly, and in no event later than two (2) business days following receipt, notify both Briarwood and Pinnacle (and their respective counsel at the addresses set forth above) of the receipt of any bona fide written offer for any Property. Such notification shall include the full terms of the offer, the identity of the prospective purchaser, proof of financing or evidence of the prospective purchaser's financial capacity to consummate the transaction, and any other information reasonably necessary to enable Briarwood and Pinnacle to evaluate the offer and, in the case of Pinnacle, to consider the exercise of its ROFO. This notification obligation is in addition to, and shall not be satisfied by, the inclusion of offer information in biweekly status reports.
Monthly Financial Summary. Meridian shall prepare and deliver a monthly financial summary to the recipients listed above. Each monthly financial summary shall include: (i) a schedule of all Commissions accrued and paid during the month and cumulatively since the commencement of the engagement; (ii) a summary of all reimbursable expenses incurred during the month, with supporting documentation; and (iii) estimated remaining property sale timelines, including anticipated closing dates for Properties under contract and projected marketing launch dates for Properties not yet actively marketed.
7. Pinnacle ROFO Coordination Procedures
Meridian acknowledges and agrees that the Wind-Down Agreement grants Pinnacle a right of first offer with respect to each Property (the "ROFO"). Meridian's obligations with respect to the ROFO process are as follows:
(a) Transmission of Offer Packages. Upon receipt of a bona fide written offer from a third party for the purchase of any Property, Meridian shall, within two (2) business days of receipt, transmit the complete offer package to both Briarwood and Pinnacle (and their respective counsel) in accordance with the notice provisions of Section 14 below (each such transmission, a "ROFO Notice"). The offer package shall include a complete copy of the written offer, all supporting financial information and proof of financing submitted by the prospective purchaser, and any additional information in Meridian's possession that is relevant to the evaluation of the offer.
(b) ROFO Exercise Period. Following delivery of a ROFO Notice, Pinnacle shall have twenty (20) business days from the date of its receipt of the ROFO Notice to elect, by written notice to Briarwood, Greystone, and Meridian, to purchase the applicable Property at a price no less than ninety-seven and one-half percent (97.5%) of the Keymark appraised value for such Property (the "ROFO Price"). The determination of the ROFO Price for each Property shall be based on the Keymark appraised values set forth in Section 2 above and in Exhibit A hereto.
(c) Facilitation of ROFO Acquisition. If Pinnacle timely exercises its ROFO with respect to a Property, Meridian shall cooperate fully in facilitating the sale of such Property to Pinnacle on the same material terms and conditions as the bona fide third-party offer (other than the purchase price, which shall be the ROFO Price). Meridian shall coordinate with counsel for all parties to ensure that the ROFO acquisition is documented and closed in a timely manner consistent with the wind-down timeline.
(d) Expiration of ROFO Period. If Pinnacle does not exercise its ROFO within the twenty (20) business day period, or if Pinnacle provides written notice of its election not to exercise the ROFO prior to the expiration of such period, Meridian shall proceed with the sale of the applicable Property to the third-party purchaser on the terms set forth in the bona fide offer (or on such other terms as may be negotiated, provided that any material change in terms shall be subject to a new ROFO Notice if required by the Wind-Down Agreement).
(e) Confidentiality of ROFO Deliberations. Meridian shall maintain strict confidentiality regarding all aspects of the ROFO process, including, without limitation, the identity of prospective purchasers, the terms of bona fide offers, and Pinnacle's deliberations regarding the exercise or non-exercise of its ROFO. Meridian shall not disclose any such information to any third party (including prospective purchasers) without the prior written consent of both Briarwood and Pinnacle, except to the extent required by applicable law or court order.
8. Representations and Covenants of Meridian
Meridian hereby represents, warrants, and covenants to Greystone, Pinnacle, and Briarwood as follows:
(a) Licensure. Meridian is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation, and is duly licensed as a real estate broker (or holds such equivalent licensure as is required) in each of the states in which the Properties are located, including the Commonwealth of Pennsylvania, the State of Delaware, the State of Maryland, and the Commonwealth of Virginia. Meridian shall maintain all such licenses in good standing throughout the Engagement Term.
(b) Lead Professional. Nadia Kowalski, Managing Director, shall serve as the primary point of contact for the engagement and shall devote sufficient professional time and resources to ensure the diligent and competent performance of Meridian's obligations hereunder. Ms. Kowalski shall not be replaced as the lead professional for the engagement without the prior written consent of both Pinnacle and Briarwood, which consent shall not be unreasonably withheld, conditioned, or delayed.
(c) Compliance with Law. Meridian shall comply with all applicable federal, state, and local laws, rules, regulations, and ordinances in connection with the performance of its services hereunder, including, without limitation, all applicable fair housing laws, anti-money laundering laws and regulations (including the Bank Secrecy Act and USA PATRIOT Act), real estate brokerage licensing and regulatory requirements, and any applicable orders or directives of the Court of Chancery of the State of Delaware.
(d) Conflicts of Interest. Meridian represents that, as of the date hereof, it has no undisclosed conflicts of interest with respect to the engagement described in this Letter. Meridian covenants that it shall promptly disclose in writing to the General Partner and Briarwood any actual or potential conflict of interest that arises during the Engagement Term, including, without limitation, any existing or prior relationship between Meridian (or any of its principals, affiliates, officers, directors, or employees) and any prospective purchaser of a Property.
(e) Insurance. Meridian represents that it currently maintains, and covenants that it shall continue to maintain throughout the Engagement Term, professional errors and omissions insurance coverage with a reputable insurance carrier in an amount not less than Five Million Dollars ($5,000,000) per occurrence. Meridian shall, upon request, provide certificates of insurance evidencing such coverage to the General Partner and Briarwood.
9. Term and Termination
Termination for Cause. Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party (with copies to Briarwood and, in the case of a notice from Greystone, to Meridian, and in the case of a notice from Meridian, to the General Partner and Briarwood) if the other party has materially breached any provision of this Letter and has failed to cure such breach within such thirty (30) day notice period. A notice of termination for cause shall specify in reasonable detail the nature of the alleged breach.
Termination by Mutual Consent. This engagement may be terminated at any time by the mutual written consent of Meridian, Pinnacle (acting in its capacity as General Partner of Greystone), and Briarwood.
Termination upon Wind-Down Completion. This engagement shall terminate automatically, without any further action by any party, upon the earliest to occur of the following: (i) the completion of the sale and closing of all seven Properties; (ii) the filing of the Certificate of Cancellation of Greystone Realty Partners, L.P. with the Secretary of State of the State of Delaware; or (iii) December 31, 2025 (the target dissolution date established by the Wind-Down Agreement), unless the parties mutually agree in writing to extend the Engagement Term beyond such date.
Effect of Termination. Upon termination or expiration of this engagement for any reason:
(i) Meridian shall be entitled to the full Commission on any Property for which a closing has occurred prior to the effective date of termination, to the extent that such Commission has not already been paid.
(ii) With respect to any Property for which a binding purchase and sale agreement has been fully executed by the Partnership and a purchaser but for which the closing has not yet occurred as of the effective date of termination, Meridian shall remain entitled to the Commission if such sale closes within ninety (90) days following the effective date of termination (the "Tail Period"). If such sale does not close within the Tail Period, Meridian shall have no further claim to a Commission with respect to such Property.
(iii) Except as expressly provided in clauses (i) and (ii) above, Meridian shall have no right to any Commission, fee, or other compensation with respect to any Property that has not closed as of the effective date of termination.
Return of Materials. Upon termination or expiration of this engagement, Meridian shall promptly return to Greystone (or, at Greystone's direction, destroy and certify the destruction of) all confidential materials, property information, offering memoranda, marketing materials, buyer lists, correspondence, and other documents or materials (in whatever form, whether physical or electronic) received or developed by Meridian in connection with this engagement.
10. Confidentiality
Meridian acknowledges that, in the course of performing its services under this Letter, it will receive and have access to confidential and proprietary information regarding the Properties, the Partnership, the terms and status of the wind-down process, the financial affairs of the Partnership and its partners, tenant information, and other sensitive business information (collectively, "Confidential Information"). Meridian agrees that it shall:
(a) maintain all Confidential Information in strict confidence and not disclose any Confidential Information to any third party, other than to prospective purchasers who have first executed a Buyer Confidentiality Agreement in substantially the form attached hereto as Exhibit B (or such other form as is reasonably acceptable to counsel for the Partnership);
(b) use Confidential Information solely for the purpose of performing its obligations under this Letter and not for any other purpose;
(c) limit access to Confidential Information within Meridian to those employees, agents, and representatives who have a need to know such information in connection with the engagement and who are bound by obligations of confidentiality no less restrictive than those set forth herein; and
(d) promptly notify the General Partner and Briarwood in writing of any unauthorized disclosure or use of Confidential Information of which Meridian becomes aware.
The obligations set forth in this Section 10 shall survive the termination or expiration of this engagement for a period of two (2) years following the effective date of such termination or expiration, and shall survive indefinitely with respect to any trade secrets included within the Confidential Information.
11. Indemnification
Indemnification by Greystone. Greystone shall indemnify, defend, and hold harmless Meridian, its members, managers, officers, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to: (i) any breach by Greystone of its representations, warranties, or obligations under this Letter; or (ii) any inaccuracies in property information, financial data, or other materials provided by Greystone to Meridian for use in marketing the Properties, to the extent that Meridian relied upon such information in good faith and without independent knowledge of such inaccuracies.
Indemnification by Meridian. Meridian shall indemnify, defend, and hold harmless Greystone, Pinnacle, Briarwood, and each of their respective members, managers, partners, officers, employees, agents, and affiliates from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or relating to: (i) any negligence or willful misconduct of Meridian, its employees, or agents in connection with the performance of services under this Letter; or (ii) any breach by Meridian of its representations, warranties, covenants, or obligations under this Letter.
The indemnification obligations set forth in this Section 11 shall survive the termination or expiration of this engagement.
12. Relationship of Parties
Meridian is engaged hereunder as an independent contractor. Nothing in this Letter shall be construed to create a relationship of employer and employee, principal and agent, partnership, joint venture, or any fiduciary relationship between Meridian, on the one hand, and Greystone, Pinnacle, Briarwood, or any of their respective affiliates, on the other hand. Meridian shall have no authority to bind the Partnership or any of its partners to any contract, agreement, or obligation, and shall not represent itself as having any such authority. All personnel assigned by Meridian to perform services hereunder shall be employees or contractors of Meridian and not of the Partnership or any of its partners.
13. Lender Coordination
Meridian acknowledges that the Properties are encumbered by a secured term loan from Harborline Commercial Lending, LLC ("Harborline"), Loan Reference No. HCL-2020-07842, with an outstanding principal balance of approximately Sixty-One Million Seven Hundred Thousand Dollars ($61,700,000) as of February 28, 2025 (the "Harborline Loan"). The Harborline Loan is governed by that certain Credit Agreement dated as of August 15, 2020, by and among Greystone, as Borrower, and Harborline, as Lender (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement").
The parties acknowledge and agree that the sale proceeds from the disposition of the Properties will be applied first to the repayment in full of all amounts outstanding under the Harborline Loan, which, as of June 30, 2025, is estimated to aggregate approximately Sixty-Three Million Four Hundred Fifty-Seven Thousand Dollars ($63,457,000), comprising:
(i) outstanding principal of approximately $60,900,000;
(ii) accrued and unpaid interest of approximately $730,000; and
(iii) a prepayment premium of approximately $1,827,000, calculated at three percent (3%) of the outstanding principal as of the projected payoff date.
Meridian shall cooperate with Harborline and its designated representatives, including Sean P. Gillespie, Relationship Manager, in connection with all matters relating to the individual property sales, including, without limitation, the negotiation and execution of partial releases of Harborline's security interest in each Property sold, the satisfaction of any lender requirements or conditions to such partial releases, and the coordination of payoff amounts and wire instructions at each closing. Meridian acknowledges that the consent of Harborline under Section 7.04 of the Credit Agreement is a condition precedent to the consummation of the wind-down and the individual property dispositions, and that the General Partner and Briarwood are working diligently to obtain such consent.
14. Notices
All notices, reports, requests, demands, consents, and other communications required or permitted to be given under this Letter shall be in writing and shall be delivered by hand, by nationally recognized overnight courier service, or by electronic mail (with confirmation of receipt), to the following addresses (or such other addresses as may be designated by a party in a written notice to the other parties):
To Meridian: Meridian Capital Advisors LLC
Attention: Nadia Kowalski, Managing Director
1700 Market Street, 28th Floor Philadelphia, PA 19103
Email: nkowalski@meridiancapitaladvisors.com
To Greystone (c/o the General Partner): Greystone Realty Partners, L.P. c/o Pinnacle Holdings Group LLC
Attention: Victor A. Sandoval, Managing Member
400 King Street, Suite 310 Wilmington, DE 19801
Email: vsandoval@pinnacleholdingsgroup.com
With a copy to Briarwood: Briarwood Family Office LLC
Attention: Margaux Briarwood-Feldstein
712 Park Avenue, 18th Floor New York, NY 10021
Email: mbf@briarwoodfamilyoffice.com
With a copy to counsel for Briarwood: Calderwood & Harkness LLP
Attention: Linda Osei
599 Lexington Avenue New York, NY 10022
Email: losei@calderwoodharkness.com
With a copy to counsel for Pinnacle: Ashford & Crane LLP
Attention: Raymond T. Ashford
1201 North Market Street, Suite 1400 Wilmington, DE 19801
Email: rashford@ashfordcrane.com
Notices shall be deemed given upon receipt if delivered by hand or electronic mail, or on the next business day following deposit with a nationally recognized overnight courier service.
15. Governing Law and Dispute Resolution
Governing Law. This Letter shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would require or permit the application of the laws of another jurisdiction.
Dispute Resolution. Any dispute, controversy, or claim arising out of or relating to this Letter, including any dispute regarding its existence, validity, interpretation, performance, breach, or termination, shall be resolved exclusively by binding arbitration in Wilmington, Delaware, administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator with experience in commercial real estate matters. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines that the award of costs and fees to the prevailing party is appropriate under the circumstances.
16. Miscellaneous
Entire Agreement. This Letter, together with the Wind-Down Agreement and the exhibits attached hereto, constitutes the entire agreement between Meridian and Greystone (and, to the extent of Briarwood's acknowledgment and consent, Briarwood) with respect to the engagement described herein, and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to the subject matter hereof.
Amendment. This Letter may not be amended, modified, supplemented, or waived except by a written instrument signed by Meridian, Pinnacle (acting in its capacity as General Partner of Greystone), and Briarwood.
Assignment. Meridian may not assign, transfer, or delegate any of its rights, interests, or obligations under this Letter without the prior written consent of both Pinnacle and Briarwood, which consent may be withheld in the sole discretion of each. Any attempted assignment without such consent shall be null and void.
Counterparts. This Letter may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile or electronic transmission (including .pdf format) shall be effective as delivery of an original executed counterpart.
Severability. If any provision of this Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
No Third-Party Beneficiaries. Except as expressly provided in the indemnification provisions of Section 11, nothing in this Letter is intended to or shall confer upon any person or entity other than the parties hereto (and their permitted successors and assigns) any rights or remedies hereunder.
Drafting Acknowledgment. The parties acknowledge that this engagement letter was prepared by Calderwood & Harkness LLP on behalf of the Partnership and its partners. The rule of construction that ambiguities in a document shall be construed against the drafter shall not be applied in interpreting this Letter.
If the foregoing accurately reflects the terms of our engagement, please indicate your acceptance by executing this Letter in the spaces provided below and returning a signed copy to Meridian. Upon execution by all parties indicated below, this Letter shall constitute a binding agreement among the parties with respect to the engagement described herein.
We look forward to working with you, the Partnership, and its partners on this important engagement.
Very truly yours,
17. Signature blocks
MERIDIAN CAPITAL ADVISORS LLC
By: ________
Name: Nadia Kowalski
Title: Managing Director
Date: ________
ACCEPTED AND AGREED:
GREYSTONE REALTY PARTNERS, L.P.
By: Pinnacle Holdings Group LLC, its General Partner
By: ________
Name: Victor A. Sandoval
Title: Managing Member
Date: ________
ACKNOWLEDGED AND CONSENTED TO:
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Elliot R. Briarwood
Title: Sole Managing Member
Date: ________
EXHIBIT A
PROPERTY SCHEDULE
The following schedule sets forth certain information regarding each of the seven Properties that are the subject of the Engagement Letter dated March 18, 2025, Reference No. MCA-GRP-2025-001, by and among Meridian Capital Advisors LLC, Greystone Realty Partners, L.P., and Briarwood Family Office LLC (the "Letter"). All appraised values are as set forth in the Keymark Valuation Group LLC Appraisal Report No. KVG-2025-0214, dated February 22, 2025, prepared by Thomas J. Reeves, MAI, pursuant to the Stipulated Order of the Court of Chancery of the State of Delaware dated January 10, 2025.
1. Station Square
2. Harborview Place
3. Brandywine Commons
4. Riverside Centre
5. Federal Hill Lofts
6. Courthouse Plaza
7. Walnut Bridge
Aggregate Portfolio Summary:
This Property Schedule is qualified in its entirety by the detailed information contained in the Keymark Appraisal Report No. KVG-2025-0214 and the property-level records maintained by the Partnership. In the event of any discrepancy between this schedule and the Keymark Appraisal, the Keymark Appraisal shall control.
EXHIBIT B
FORM OF BUYER CONFIDENTIALITY AGREEMENT
CONFIDENTIALITY AND NON-DISCLOSURE AGREEMENT
This Confidentiality and Non-Disclosure Agreement (this "Agreement") is entered into as of ___, 2025, by and between Greystone Realty Partners, L.P., a Delaware limited partnership (the "Disclosing Party" or "Owner"), and ___________ (the "Receiving Party" or "Prospective Purchaser").
RECITALS
WHEREAS, the Disclosing Party is the owner of certain real property known as __________ located at __________ (the "Property");
WHEREAS, the Disclosing Party is considering the sale of the Property and has engaged Meridian Capital Advisors LLC ("Broker") as its exclusive disposition broker;
WHEREAS, the Receiving Party desires to evaluate the potential acquisition of the Property and, in connection therewith, has requested access to certain confidential and proprietary information regarding the Property and the Disclosing Party; and
WHEREAS, the Disclosing Party is willing to provide such information to the Receiving Party, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the Disclosing Party's provision of Confidential Information (as defined below) to the Receiving Party, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definition of Confidential Information. "Confidential Information" means all information (whether written, oral, electronic, visual, or in any other form) disclosed or made available by or on behalf of the Disclosing Party or the Broker to the Receiving Party or its Representatives (as defined below) in connection with the Receiving Party's evaluation of the potential acquisition of the Property, including, without limitation: (a) financial statements, operating statements, rent rolls, budgets, and projections relating to the Property; (b) tenant information, lease agreements, lease abstracts, and tenant correspondence; (c) environmental reports, engineering reports, property condition assessments, and inspection reports; (d) title information, surveys, and zoning materials; (e) information regarding the identity, business, assets, liabilities, or affairs of the Disclosing Party, its partners, and their affiliates; (f) the existence, status, and terms of any discussions or negotiations between the parties regarding the potential transaction; and (g) any analyses, compilations, summaries, studies, notes, or other documents prepared by the Receiving Party or its Representatives that contain, reflect, or are derived from any of the foregoing.
2. Representatives. "Representatives" means the Receiving Party's directors, officers, members, managers, partners, employees, attorneys, accountants, financial advisors, consultants, lenders, and other agents or representatives who have a need to know the Confidential Information for the purpose of evaluating the potential acquisition of the Property and who are informed of the confidential nature of the Confidential Information and agree to be bound by the terms of this Agreement (or are subject to professional obligations of confidentiality).
3. Non-Disclosure and Use Restrictions. The Receiving Party agrees that it shall: (a) keep all Confidential Information strictly confidential and not disclose any Confidential Information to any person other than its Representatives; (b) use the Confidential Information solely for the purpose of evaluating the potential acquisition of the Property and not for any other purpose; (c) not use any Confidential Information in any manner that would be detrimental to the Disclosing Party, its partners, or the Property; and (d) be responsible for any breach of this Agreement by its Representatives.
4. Exclusions. The obligations set forth in this Agreement shall not apply to any information that: (a) is or becomes publicly available other than through a breach of this Agreement by the Receiving Party or its Representatives; (b) was lawfully in the possession of the Receiving Party prior to disclosure by the Disclosing Party, as evidenced by the Receiving Party's written records; (c) is independently developed by the Receiving Party without reference to or use of the Confidential Information; or (d) is disclosed to the Receiving Party by a third party that is not, to the Receiving Party's knowledge, subject to any obligation of confidentiality with respect to such information.
5. Compelled Disclosure. If the Receiving Party or any of its Representatives is required by applicable law, regulation, legal process, or governmental order to disclose any Confidential Information, the Receiving Party shall, to the extent legally permissible, promptly notify the Disclosing Party and the Broker in writing of such requirement and shall cooperate with the Disclosing Party in seeking a protective order or other appropriate remedy. If such protective order or other remedy is not obtained, the Receiving Party shall disclose only that portion of the Confidential Information that is legally required to be disclosed.
6. Return or Destruction of Materials. Upon the written request of the Disclosing Party or the Broker, or if the Receiving Party decides not to pursue the potential acquisition of the Property, the Receiving Party shall promptly return to the Disclosing Party or destroy (and certify in writing such destruction of) all Confidential Information in its possession or in the possession of its Representatives, including all copies, extracts, summaries, and analyses thereof; provided, however, that the Receiving Party may retain one copy of the Confidential Information in the files of its legal counsel solely for compliance and recordkeeping purposes, subject to the continuing obligations of this Agreement.
7. No Representations or Warranties. The Receiving Party acknowledges that neither the Disclosing Party nor the Broker makes any representation or warranty, express or implied, as to the accuracy or completeness of the Confidential Information. The Receiving Party agrees that it shall not be entitled to rely upon the accuracy or completeness of any Confidential Information furnished hereunder and that only such representations and warranties as may be made in a definitive purchase and sale agreement for the Property, if any, shall have any legal effect.
8. No Obligation to Proceed. Nothing in this Agreement obligates the Disclosing Party to sell the Property or to enter into any further agreement or transaction with the Receiving Party. The Disclosing Party reserves the right, in its sole discretion, to reject any proposal or offer made by the Receiving Party, to terminate discussions or negotiations with the Receiving Party at any time, and to enter into a transaction with any other party.
9. No Contact with Tenants. The Receiving Party shall not contact any tenant of the Property, or any employee of the Disclosing Party or its property management company, regarding the Property or the potential transaction without the prior written consent of the Disclosing Party or the Broker.
10. Remedies. The Receiving Party acknowledges that a breach of this Agreement may cause irreparable harm to the Disclosing Party for which monetary damages would be an inadequate remedy. Accordingly, the Disclosing Party shall be entitled, without the requirement of posting a bond or other security, to seek equitable relief, including injunction and specific performance, in addition to all other remedies available at law or in equity.
11. Term. This Agreement shall remain in full force and effect for a period of two (2) years from the date first written above, regardless of whether the Receiving Party proceeds with the potential acquisition of the Property.
12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof.
13. Miscellaneous. This Agreement may not be amended except by a written instrument signed by both parties. This Agreement may be executed in counterparts. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
DISCLOSING PARTY:
GREYSTONE REALTY PARTNERS, L.P.
By: Pinnacle Holdings Group LLC, its General Partner
By: ________
Name: Victor A. Sandoval
Title: Managing Member
Date: ________
RECEIVING PARTY:
________________________________________
[Legal Name of Prospective Purchaser]
By: ________
Name: ________