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CONFIDENTIAL

MUTUAL RELEASE AGREEMENT

dated as of __, 2025

among

BRIARWOOD FAMILY OFFICE LLC,

PINNACLE HOLDINGS GROUP LLC,

and

THEIR RESPECTIVE AFFILIATES

Exhibit A to the Wind-Down Agreement

MUTUAL RELEASE AGREEMENT

This Mutual Release Agreement (this "Release Agreement") is entered into as of __, 2025 (the "Execution Date"), by and among:

(i) Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood"), with its principal office at 712 Park Avenue, 18th Floor, New York, New York 10021;

(ii) Pinnacle Holdings Group LLC, a Delaware limited liability company ("Pinnacle"), with its principal office at 400 King Street, Suite 310, Wilmington, Delaware 19801;

(iii) Elliot R. Briarwood, an individual residing in the State of New York, in his individual capacity and in his capacity as the sole managing member of Briarwood;

(iv) Margaux Briarwood-Feldstein, an individual residing in the State of New York, in her individual capacity and in her capacity as Director of Investments of Briarwood;

(v) Victor A. Sandoval, an individual residing in the State of Delaware, in his individual capacity and in his capacity as the managing member of Pinnacle; and

(vi) Denise K. Hartwell, an individual residing in the State of Delaware, in her individual capacity and in her capacity as Chief Financial Officer of Pinnacle.

Each of the foregoing, together with their respective Affiliates (as defined herein), are referred to collectively herein as the "Parties" and each individually as a "Party."

RECITALS

WHEREAS:

A. Formation and Nature of Greystone Realty Partners, L.P. Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), was formed on June 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware (File No. 7284613). The Partnership is governed by that certain 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 thereto dated as of March 3, 2020 (as so amended, the "LPA"). Under 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. Aggregate capital contributions to the Partnership 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. As of the date hereof, the Partnership holds a portfolio of seven (7) mixed-use commercial properties located in Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia, with an aggregate appraised fair market value of One Hundred Seventy-Four Million Dollars ($174,000,000) as determined by the Appraisal Report (Report No. KVG-2025-0214) delivered by Keymark Valuation Group LLC on February 22, 2025 (the "Keymark Appraisal").

B. The Deadlock. Disputes arose between the Partners beginning in mid-2024. On or about June 28, 2024, Pinnacle proposed a cash-out refinancing of the existing secured term loan made by Harborline Commercial Lending, LLC (Loan Reference No. HCL-2020-07842) (the "Harborline Loan") in the amount of Sixty-Two Million Dollars ($62,000,000) through Northgate Savings Bank at a floating rate equal to the Secured Overnight Financing Rate plus three hundred forty-five basis points (SOFR + 345 bps). Briarwood rejected the proposed refinancing by written objection dated July 15, 2024, citing unfavorable market terms, the three percent (3%) prepayment penalty applicable to the Harborline Loan, and cash-flow concerns relating to the Partnership's portfolio (the "Rejected Northgate Refinancing"). Separately, on August 5, 2024, Pinnacle, in its capacity as general partner, issued a capital call in the aggregate amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) (Briarwood's allocable share: Four Million Five Hundred Ten Thousand Dollars ($4,510,000); Pinnacle's allocable share: Three Million Six Hundred Ninety Thousand Dollars ($3,690,000)) to fund deferred maintenance expenditures and tenant-improvement allowances across the Partnership's portfolio. On August 22, 2024, Briarwood withheld its consent to the capital call, asserting that the issuance thereof constituted a "Major Decision" under Section 5.02(d) of the LPA requiring the affirmative vote of partners holding at least eighty percent (80%) of the total partnership interests (the "Disputed Capital Call"). Given the respective ownership percentages of the Partners and the eighty percent (80%) supermajority threshold for Major Decisions under the LPA, neither Partner possessed the ability to authorize Major Decisions unilaterally, and the Partnership was rendered unable to act on material governance and operational matters. Between September and November 2024, the Parties engaged in mediation before Tidewater Dispute Resolution Services, with the Honorable (Retired) Patricia Navarro serving as mediator. Despite good-faith participation, the mediation did not result in resolution of the disputes.

C. The Chancery Petition. On December 2, 2024, Briarwood, represented by Calderwood & Harkness LLP, filed a Verified Petition for Judicial Dissolution of Greystone Realty Partners, L.P. 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"), invoking the provisions of Section 17-802 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-802. Pinnacle was represented in the Chancery Action by Ashford & Crane LLP. On December 18, 2024, Vice Chancellor Marguerite T. Zimmerman held a scheduling conference and entered an order directing expedited discovery. On January 10, 2025, the Court entered a Stipulated Order appointing Keymark Valuation Group LLC as the court-appointed independent appraiser of the Partnership's real property portfolio. On March 7, 2025, the Court held a status conference at which counsel for the Parties reported that the Parties were near settlement and requested a continuance of all remaining deadlines, which request was granted.

D. The Wind-Down Agreement. On March 14, 2025, the Parties executed a binding Term Sheet for Consensual Wind-Down of Greystone Realty Partners, L.P. (the "Term Sheet"). Thereafter, the Parties negotiated and have entered into that certain Wind-Down Agreement, dated as of __, 2025 (the "Wind-Down Agreement"), among Briarwood, Pinnacle, and Greystone, providing for, among other things: (i) the orderly dissolution of the Partnership; (ii) the disposition of all Partnership assets, including the seven mixed-use commercial properties comprising the Partnership's portfolio; (iii) the full repayment and satisfaction of the Harborline Loan; (iv) the establishment of a One Million Five Hundred Thousand Dollar ($1,500,000) escrow reserve at Concord Title & Escrow Services, Inc. (Escrow Account No. ESC-2025-40071) pursuant to an Escrow Agreement of even date herewith among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc. (the "Escrow Agreement"); (v) the distribution of all remaining proceeds in accordance with a specified distribution waterfall set forth in the Wind-Down Agreement; and (vi) the filing of a Certificate of Cancellation of the Certificate of Limited Partnership of Greystone Realty Partners, L.P. with the Secretary of State of the State of Delaware, targeted to occur no later than December 31, 2025. This Release Agreement is annexed as Exhibit A to the Wind-Down Agreement and is delivered in connection therewith.

E. Desire to Release Claims. In consideration of the mutual promises, covenants, and agreements set forth in the Wind-Down Agreement and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to resolve fully and finally all disputes, controversies, and Claims (as defined below) between and among the Parties arising out of, relating to, or in connection with the Partnership, the LPA, the Disputed Capital Call, the Rejected Northgate Refinancing, the Chancery Action, and all related matters, the Parties desire to grant mutual general releases upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein and in the Wind-Down Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Defined Terms. As used in this Release Agreement, the following terms shall have the meanings set forth below:

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other equity interests, by contract, or otherwise. Without limiting the generality of the foregoing: (a) in the case of Briarwood, "Affiliate" includes Elliot R. Briarwood, Margaux Briarwood-Feldstein, and any entity directly or indirectly controlled by either of them; and (b) in the case of Pinnacle, "Affiliate" includes Victor A. Sandoval, Denise K. Hartwell, and any entity directly or indirectly controlled by either of them.

"Briarwood Released Parties" means, collectively, Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, and each of their respective Affiliates, and each of the foregoing Persons' respective current and former members, managers, officers, directors, employees, agents, advisors, attorneys (including Calderwood & Harkness LLP), accountants, consultants, representatives, successors, and assigns.

"Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims, cross-claims, demands, liabilities, losses, costs, and expenses (including attorneys' fees and disbursements) of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, fixed or contingent, direct or indirect, whether at law, in equity, or otherwise, and whether arising under contract, tort, statute, regulation, common law, or any other theory of liability.

"Effective Date" means the date on which the Final Distribution (as defined in the Wind-Down Agreement) has been made to both Briarwood and Pinnacle in accordance with the distribution waterfall set forth in Article IV of the Wind-Down Agreement, as certified by Concord Title & Escrow Services, Inc. or as otherwise confirmed in writing by both Briarwood and Pinnacle.

"Escrow Agreement" means that certain Escrow Agreement, dated as of __, 2025, among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc., as escrow agent, providing for the establishment and administration of the escrow reserve in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held in Escrow Account No. ESC-2025-40071.

"Excluded Obligations" has the meaning set forth in Section 2.3 of this Release Agreement.

"Final Distribution" has the meaning set forth in the Wind-Down Agreement.

"Partnership" means Greystone Realty Partners, L.P., a Delaware limited partnership (Delaware Secretary of State File No. 7284613; Employer Identification Number: 84-3290167).

"Person" means any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind.

"Pinnacle Released Parties" means, collectively, Pinnacle, Victor A. Sandoval, Denise K. Hartwell, and each of their respective Affiliates, and each of the foregoing Persons' respective current and former members, managers, officers, directors, employees, agents, advisors, attorneys (including Ashford & Crane LLP), accountants, consultants, representatives, successors, and assigns.

"Released Claims" has the meaning set forth in Sections 2.1 and 2.2 of this Release Agreement, as applicable.

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

Section 1.2 Interpretation. The following rules of interpretation shall apply to this Release Agreement:

(a) Capitalized terms used but not otherwise defined in this Release Agreement shall have the meanings ascribed to such terms in the Wind-Down Agreement.

(b) The headings of the articles and sections contained in this Release Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Release Agreement.

(c) The word "including" (and any variation thereof, such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) References herein to any article, section, subsection, clause, exhibit, or schedule are to such article, section, subsection, clause, exhibit, or schedule of or to this Release Agreement, unless otherwise expressly stated.

(e) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other genders, in each case as the context requires.

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

(g) References to "dollars" or "$" shall mean lawful currency of the United States of America.

(h) Any reference to a statute, rule, or regulation shall be deemed to refer to such statute, rule, or regulation as amended, supplemented, or replaced from time to time (and, in the case of any statute, to any rules or regulations promulgated thereunder).

ARTICLE II

MUTUAL RELEASES

Section 2.1 Release by Pinnacle Released Parties in Favor of Briarwood Released Parties. Effective as of the Effective Date, Pinnacle, Victor A. Sandoval, Denise K. Hartwell, and each of the other Pinnacle Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, acquit, and forever discharge each of the Briarwood Released Parties from any and all Claims that any such Pinnacle Released Party ever had, now has, or may hereafter have, whether directly, derivatively, representatively, or in any other capacity, arising out of, relating to, or in connection with any or all of the following:

(a) the Partnership and its formation, organization, capitalization, operation, management, and governance, including all actions taken and decisions made (or not taken or not made) by Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, or any other Briarwood Released Party in connection therewith;

(b) the LPA, including the Amended and Restated Agreement of Limited Partnership dated as of June 14, 2018, and the First Amendment thereto dated as of March 3, 2020, and all rights, obligations, duties, and liabilities arising thereunder, including the negotiation, execution, delivery, performance, interpretation, amendment, and enforcement thereof;

(c) the Disputed Capital Call of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by Pinnacle on August 5, 2024, and Briarwood's withholding of consent thereto on August 22, 2024, including Briarwood's assertion that such capital call constituted a "Major Decision" under Section 5.02(d) of the LPA, and all related correspondence, discussions, and proceedings;

(d) the Rejected Northgate Refinancing, including Pinnacle's June 28, 2024 proposal for a Sixty-Two Million Dollar ($62,000,000) cash-out refinancing of the Harborline Loan through Northgate Savings Bank at SOFR + 345 bps, Briarwood's July 15, 2024 written objection thereto (citing unfavorable terms, the three percent (3%) prepayment penalty, and cash-flow concerns), and all related correspondence, discussions, and proceedings;

(e) the Chancery Action, C.A. No. 2024-1187-MTZ, filed in the Court of Chancery of the State of Delaware, including the Verified Petition for Judicial Dissolution, all pleadings, motions, briefs, orders, discovery, and other filings or proceedings therein;

(f) the deadlock under Section 5.02 of the LPA regarding Major Decisions, including the structural inability of either Partner to authorize Major Decisions unilaterally in light of the eighty percent (80%) supermajority threshold;

(g) the mediation conducted before Tidewater Dispute Resolution Services with the Honorable (Retired) Patricia Navarro serving as mediator during the period from September through November 2024, including all statements, proposals, offers, counteroffers, and communications made in connection therewith;

(h) any and all distributions, capital contributions, management fees, property management decisions, tenant improvement allowances, deferred maintenance expenditures, leasing decisions, development decisions, financing decisions, or other financial or operational matters related to the Partnership, the Partnership's properties, or the business and affairs of Greystone, including the allocation and timing of distributions to the Partners and the calculation and payment of management fees to Pinnacle;

(i) any and all other acts, omissions, events, circumstances, agreements, arrangements, transactions, or matters of any kind or nature whatsoever, whether or not specifically referenced herein, arising out of, relating to, or in connection with the Partnership, the LPA, the properties held by the Partnership, or the business, affairs, or governance of Greystone, from the inception of the Partnership on June 14, 2018 through and including the Effective Date;

(collectively, the "Released Claims" as to Pinnacle).

The foregoing release is intended to be a general release in the broadest form permitted by applicable law. Each Pinnacle Released Party acknowledges and agrees that the Released Claims as to Pinnacle include Claims of which such Pinnacle Released Party is not presently aware or which such Pinnacle Released Party does not presently suspect to exist, and that the foregoing release extinguishes all such Claims.

Section 2.2 Release by Briarwood Released Parties in Favor of Pinnacle Released Parties. Effective as of the Effective Date, Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, and each of the other Briarwood Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, acquit, and forever discharge each of the Pinnacle Released Parties from any and all Claims that any such Briarwood Released Party ever had, now has, or may hereafter have, whether directly, derivatively, representatively, or in any other capacity, arising out of, relating to, or in connection with any or all of the following:

(a) the Partnership and its formation, organization, capitalization, operation, management, and governance, including all actions taken and decisions made (or not taken or not made) by Pinnacle, Victor A. Sandoval, Denise K. Hartwell, or any other Pinnacle Released Party in connection therewith;

(c) the Disputed Capital Call of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by Pinnacle on August 5, 2024, including the determination to issue such capital call, the allocation of Briarwood's share at Four Million Five Hundred Ten Thousand Dollars ($4,510,000) and Pinnacle's share at Three Million Six Hundred Ninety Thousand Dollars ($3,690,000), the intended use of proceeds for deferred maintenance and tenant-improvement allowances, and all related correspondence, discussions, and proceedings;

(d) the Rejected Northgate Refinancing, including Pinnacle's June 28, 2024 proposal for a Sixty-Two Million Dollar ($62,000,000) cash-out refinancing of the Harborline Loan through Northgate Savings Bank at SOFR + 345 bps, the negotiation and terms thereof, and all related correspondence, discussions, and proceedings;

(collectively, the "Released Claims" as to Briarwood).

The foregoing release is intended to be a general release in the broadest form permitted by applicable law. Each Briarwood Released Party acknowledges and agrees that the Released Claims as to Briarwood include Claims of which such Briarwood Released Party is not presently aware or which such Briarwood Released Party does not presently suspect to exist, and that the foregoing release extinguishes all such Claims.

Section 2.3 Excluded Obligations (Carve-Outs). Notwithstanding anything in this Release Agreement to the contrary, the releases set forth in Sections 2.1 and 2.2 shall not release, waive, discharge, or otherwise affect any of the following obligations, rights, duties, or Claims (collectively, the "Excluded Obligations"):

(a) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Wind-Down Agreement, including without limitation (i) the distribution waterfall set forth in Article IV thereof, (ii) the property disposition process, including the marketing, sale, and closing of the Partnership's real property portfolio, (iii) Pinnacle's right of first offer with respect to the acquisition of any Partnership property, (iv) the management fee arrangements applicable during the wind-down period, (v) the obligation to file a Certificate of Cancellation with the Delaware Secretary of State, and (vi) any indemnification obligations set forth therein.

(b) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Escrow Agreement, including without limitation (i) the One Million Five Hundred Thousand Dollar ($1,500,000) escrow reserve held at Concord Title & Escrow Services, Inc. in Escrow Account No. ESC-2025-40071, (ii) the claim procedures set forth therein for drawing upon the escrow reserve, (iii) the release conditions applicable to the escrow reserve upon expiration of the escrow period, and (iv) any obligations of Concord Title & Escrow Services, Inc. in its capacity as escrow agent.

(c) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to this Release Agreement itself, including the representations, warranties, covenants, and agreements contained herein.

(d) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Side Letter Agreement regarding the reduction of Pinnacle's management fee during the wind-down period, executed concurrently herewith.

(e) Any rights, obligations, covenants, duties, or liabilities arising under the Joint Stipulation and [Proposed] Order of Dismissal with Prejudice filed or to be filed in C.A. No. 2024-1187-MTZ in the Court of Chancery of the State of Delaware, including any conditions or reservations contained therein.

(f) Any rights, obligations, or duties of any Party to any third party that is not a signatory to this Release Agreement, including without limitation any obligations owed to Harborline Commercial Lending, LLC under the Harborline Loan documents, obligations owed to Keymark Valuation Group LLC, obligations owed to Fieldstone Accounting Partners LLP, obligations owed to Concord Title & Escrow Services, Inc., obligations owed to Meridian Capital Advisors LLC, and obligations owed to any federal, state, or local governmental authority (including tax obligations). For the avoidance of doubt, no release granted herein shall be construed to release, waive, or impair any obligation owed by any Party to any such third party, and nothing herein shall be deemed to constitute an assumption by any Party of any obligation owed by another Party to any such third party.

(g) Any Claims arising from fraud, intentional misrepresentation, willful misconduct, or criminal conduct by any Party. For the avoidance of doubt, nothing in Sections 2.1 or 2.2 shall release any Party from liability for acts or omissions that constitute fraud, intentional misrepresentation, willful misconduct, or criminal conduct.

Section 2.4 Unknown Claims Waiver. Each Party acknowledges that it may discover Claims or facts in addition to or different from those that it now knows or believes to exist with respect to the subject matter of the releases set forth in Sections 2.1 and 2.2, and that such Claims or facts, if known or suspected at the time of the execution of this Release Agreement, may have materially affected the decision of such Party to enter into this Release Agreement. Nevertheless, each Party hereby intends to fully, finally, and forever release all Released Claims, including any Claims based upon or arising from such subsequently discovered Claims or facts.

Each Party hereby expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights and benefits that it may have under any statute, regulation, or common law principle of any jurisdiction that would otherwise limit the release of unknown or unsuspected claims, including without limitation any rights analogous to those provided by Section 1542 of the California Civil Code (which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party") or any similar provision under the laws of the State of Delaware, the State of New York, or any other applicable jurisdiction.

Each Party acknowledges and agrees that this waiver of unknown claims is an essential and material term of this Release Agreement, was separately bargained for by the Parties and their respective counsel, and constitutes a material inducement to each Party's execution of this Release Agreement.

Section 2.5 Covenant Not to Sue. Each Party hereby covenants and agrees that it shall not, directly or indirectly, whether individually, derivatively, representatively, or in any other capacity, commence, institute, maintain, prosecute, participate in, or voluntarily aid in any manner any action, suit, arbitration, mediation, or other legal, equitable, or administrative proceeding of any kind against any Released Party with respect to any Released Claim. This covenant not to sue is intended to be independently enforceable and shall survive any determination that any release set forth in Sections 2.1 or 2.2 is invalid, illegal, or unenforceable in any respect.

Any breach of this Section 2.5 shall entitle the non-breaching Released Party to recover from the breaching Party, as liquidated damages and not as a penalty, all costs, expenses, and attorneys' fees (including the fees and expenses of appellate proceedings) actually incurred by such non-breaching Released Party in defending against or otherwise responding to such action, in addition to, and not in limitation of, any and all other remedies available to such non-breaching Released Party at law or in equity, including the right to seek injunctive relief. The Parties acknowledge and agree that the foregoing fee-shifting provision is fair and reasonable in light of the circumstances giving rise to this Release Agreement and the intent of the Parties to finally resolve all disputes among them.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the Execution Date, as follows:

(a) Organization and Authority. If such Party is an entity, such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Release Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing:

(i) Briarwood is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 5918274; Employer Identification Number: 83-2174509).

(ii) Pinnacle is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 6103488; Employer Identification Number: 81-4637821).

(b) Due Authorization. The execution, delivery, and performance of this Release Agreement by such Party have been duly authorized by all necessary action on the part of such Party, including all requisite approvals of its members, managers, officers, directors, or other governing persons, as applicable. In the case of Briarwood, execution of this Release Agreement has been duly authorized by Elliot R. Briarwood in his capacity as sole managing member of Briarwood. In the case of Pinnacle, execution of this Release Agreement has been duly authorized by Victor A. Sandoval in his capacity as managing member of Pinnacle. This Release Agreement constitutes, or upon execution and delivery will constitute, a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

(c) No Conflict. The execution and delivery of this Release Agreement by such Party and the performance of its obligations hereunder do not and will not (i) conflict with, violate, or result in a breach of any provision of such Party's organizational or governing documents (including any limited liability company agreement, partnership agreement, certificate of formation, or bylaws), (ii) conflict with, violate, or result in a breach or default under (or give rise to any right of termination, cancellation, or acceleration under) any contract, agreement, instrument, lease, license, permit, or other arrangement to which such Party is a party or by which it or any of its properties or assets is bound, or (iii) violate any law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any court or governmental authority applicable to such Party.

(d) No Assignment of Claims. Such Party has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of, in whole or in part, any of the Released Claims (or any interest therein) to any third party, and no third party has any right, title, or interest (whether by assignment, subrogation, operation of law, or otherwise) in or to any of the Released Claims.

(e) Voluntary Execution. Such Party has executed this Release Agreement voluntarily, of its own free will, and without duress, undue influence, or coercion of any kind. Such Party has had the opportunity to consult with and obtain the advice of independent legal counsel of its choosing prior to executing this Release Agreement. Such Party has read this Release Agreement in its entirety, understands the terms, conditions, consequences, and legal significance hereof, and executes this Release Agreement with full knowledge thereof.

Section 3.2 Representations by Individual Parties. Each of Elliot R. Briarwood, Margaux Briarwood-Feldstein, Victor A. Sandoval, and Denise K. Hartwell, in his or her individual capacity, hereby represents and warrants to each other Party that he or she: (a) has the legal capacity to enter into this Release Agreement and to perform his or her obligations hereunder; (b) is of legal age and sound mind; (c) is not subject to any legal disability, guardianship, conservatorship, or other condition that would impair his or her ability to enter into this Release Agreement; and (d) does not require the consent or approval of any other person (including any spouse, domestic partner, or co-trustee) in order to execute and deliver this Release Agreement and to perform his or her obligations hereunder.

ARTICLE IV

EFFECTIVE DATE AND CONDITION

Section 4.1 Effective Date. This Release Agreement shall become effective, and the releases granted in Sections 2.1 and 2.2 shall become irrevocable, as of the Effective Date. The "Effective Date" shall be the date on which the Final Distribution (as defined in the Wind-Down Agreement) has been made to both Briarwood and Pinnacle in accordance with the distribution waterfall set forth in Article IV of the Wind-Down Agreement, as certified in writing by Concord Title & Escrow Services, Inc. as escrow agent or as otherwise confirmed in writing by both Briarwood and Pinnacle. Prior to the occurrence of the Effective Date, this Release Agreement shall constitute a binding and enforceable obligation of the Parties to grant the releases described herein upon the occurrence of the Effective Date, subject in all respects to the terms and conditions of the Wind-Down Agreement and this Release Agreement. For the avoidance of doubt, the representations, warranties, and covenants of the Parties set forth in this Release Agreement (other than the releases themselves) shall be effective and binding upon execution of this Release Agreement by all Parties.

Section 4.2 Termination of Wind-Down Agreement. If the Wind-Down Agreement is terminated prior to the Final Distribution in accordance with its terms (including any termination pursuant to the termination provisions set forth in Article VIII of the Wind-Down Agreement), this Release Agreement shall automatically and without further action by any Party terminate and be of no further force or effect, and no releases shall be deemed to have been granted hereunder. Upon any such termination, each Party shall be restored to the position it occupied immediately prior to execution of this Release Agreement, and all rights, Claims, and defenses of the Parties shall be preserved in full as though this Release Agreement had never been executed. The termination of this Release Agreement pursuant to this Section 4.2 shall not relieve any Party from liability for any breach of this Release Agreement occurring prior to such termination.

ARTICLE V

DISMISSAL OF CHANCERY ACTION

Section 5.1 Joint Stipulation of Dismissal. The Parties acknowledge and agree that, in connection with the execution of the Wind-Down Agreement and this Release Agreement, the Parties are filing or have filed a Joint Stipulation and [Proposed] Order of Dismissal with Prejudice in the Chancery Action (C.A. No. 2024-1187-MTZ) before Vice Chancellor Marguerite T. Zimmerman in the Court of Chancery of the State of Delaware, with each party bearing its own costs, expenses, and attorneys' fees. The Joint Stipulation and [Proposed] Order of Dismissal with Prejudice shall be filed within five (5) business days following the execution of the Wind-Down Agreement by all parties thereto, or at such earlier time as counsel for the Parties may agree. The Parties shall use their respective reasonable best efforts to cooperate in obtaining the entry of such Order of Dismissal with Prejudice by the Court of Chancery. Nothing in this Release Agreement shall be construed to limit, modify, or supersede the terms or conditions of such Joint Stipulation and Order of Dismissal with Prejudice, including any reservation of rights or any conditions set forth therein by the Court.

ARTICLE VI

CONFIDENTIALITY

Section 6.1 Confidentiality. Each Party agrees that the terms and conditions of this Release Agreement, including the existence hereof and the consideration provided hereunder, are confidential and shall not be disclosed by any Party to any Person, except:

(a) as required by applicable law, regulation, legal process, or court order, provided that the disclosing Party shall, to the extent permitted by law, provide the other Parties with prompt written notice of any such required disclosure so as to enable the other Parties to seek a protective order or other appropriate remedy;

(b) to such Party's respective legal, financial, tax, and accounting advisors (including, in the case of Briarwood, Calderwood & Harkness LLP and Fieldstone Accounting Partners LLP, and, in the case of Pinnacle, Ashford & Crane LLP and Fieldstone Accounting Partners LLP) on a confidential, need-to-know basis, provided that such Party shall be responsible for any breach of this Section 6.1 by its advisors;

(c) to Harborline Commercial Lending, LLC or any other lender, in each case solely to the extent necessary in connection with the wind-down of the Partnership, the repayment or satisfaction of the Harborline Loan, or any other financing matter directly related to the wind-down;

(d) to the Court of Chancery of the State of Delaware, solely in connection with the filing and entry of the Joint Stipulation and Order of Dismissal with Prejudice in the Chancery Action;

(e) as otherwise contemplated or permitted by the Wind-Down Agreement, the Escrow Agreement, or any other agreement executed in connection therewith; and

(f) with the prior written consent of the other Parties.

The obligations of this Section 6.1 shall survive the Effective Date and the termination or expiration of this Release Agreement and shall remain in full force and effect indefinitely, unless otherwise agreed in writing by the Parties.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Governing Law. This Release Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7.2 Jurisdiction and Venue. Any dispute, controversy, or Claim arising out of, relating to, or in connection with this Release Agreement, including any question regarding the existence, validity, interpretation, performance, breach, or termination of this Release Agreement, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over such dispute, the Superior Court of the State of Delaware sitting in and for New Castle County). Each Party irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of such courts for purposes of any such dispute, controversy, or Claim, (b) waives any objection that it may now or hereafter have to the laying of venue of any such dispute, controversy, or Claim in such courts, including any objection based on the doctrine of forum non conveniens, and (c) agrees not to commence any action, suit, or proceeding relating to any such dispute, controversy, or Claim except in such courts. Each Party further agrees that service of process in any such action, suit, or proceeding may be made upon such Party by delivering a copy thereof by certified or registered mail (return receipt requested), postage prepaid, to such Party at its address set forth in Section 7.9.

Section 7.3 Entire Agreement. This Release Agreement, together with the Wind-Down Agreement, the Escrow Agreement, the Side Letter Agreement regarding the reduction of Pinnacle's management fee during the wind-down period, the Joint Stipulation and [Proposed] Order of Dismissal with Prejudice, and the other documents and agreements executed in connection therewith, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, understandings, and writings (whether written or oral) among the Parties with respect to such subject matter. No Party has relied upon any representation, warranty, promise, inducement, or statement made by any other Party or any other Person that is not expressly set forth in this Release Agreement or the other agreements referenced in this Section 7.3.

Section 7.4 Amendments and Waivers. No amendment, modification, supplement, restatement, or other change to this Release Agreement shall be valid or binding unless set forth in a written instrument signed by all of the Parties. No waiver of any provision of this Release Agreement, or consent to any departure from the terms hereof, shall be effective unless made in a written instrument signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any breach of any provision of this Release Agreement shall constitute or be deemed to constitute a waiver of any other breach of the same or any other provision of this Release Agreement, nor shall any waiver constitute a continuing waiver unless the written instrument providing for such waiver expressly so states.

Section 7.5 Severability. If any provision of this Release Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions (and any portion of such provision not held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified and reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible. If any such modification or reformation is not possible, the offending provision shall be severed from this Release Agreement, and the remaining provisions shall continue in full force and effect.

Section 7.6 Successors and Assigns. This Release Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. No Party may assign, delegate, or otherwise transfer this Release Agreement or any of its rights or obligations hereunder, in whole or in part, to any Person without the prior written consent of each of the other Parties, and any attempted assignment, delegation, or transfer in violation of this Section 7.6 shall be null and void and of no force or effect.

Section 7.7 Third-Party Beneficiaries. Except for the Briarwood Released Parties and the Pinnacle Released Parties, who are express third-party beneficiaries of the releases set forth in Sections 2.1 and 2.2, respectively, to the extent applicable to each such Person, this Release Agreement is not intended to and shall not confer upon any Person other than the Parties any rights, benefits, remedies, obligations, or liabilities of any character whatsoever under or by reason of this Release Agreement. No Person other than the Parties (and the express third-party beneficiaries identified in the preceding sentence) shall have any right to enforce any provision of this Release Agreement.

Section 7.8 Counterparts. This Release Agreement may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile signatures, electronic signatures compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7006) and the Uniform Electronic Transactions Act as adopted in the State of Delaware (6 Del. C. §§ 12A-101 through 12A-118), and portable document format (.pdf) signatures shall be deemed original signatures and shall have the same force and effect as original ink signatures for all purposes.

Section 7.9 Notices. All notices, requests, consents, demands, and other communications under this Release Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Article X of the Wind-Down Agreement. Without limiting the generality of the foregoing, all such notices shall be deemed duly given or made when delivered by hand, when transmitted by electronic mail (with confirmation of transmission), or one (1) business day after being sent by recognized overnight courier service (charges prepaid), to the following addresses (or to such other address as any Party may specify from time to time by written notice to the other Parties in accordance with this Section 7.9):

If to Briarwood or Elliot R. Briarwood or Margaux Briarwood-Feldstein:

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

Attention: Elliot R. Briarwood, Sole Managing Member

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

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

Attention: Linda Osei, Esq.

If to Pinnacle or Victor A. Sandoval or Denise K. Hartwell:

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

Attention: Victor A. Sandoval, Managing Member

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, Esq.

Section 7.10 Construction. This Release Agreement has been negotiated by the Parties and their respective counsel, and no provision hereof shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted, or dictated such provision. The Parties acknowledge that each Party and its counsel has had the opportunity to review and comment upon all provisions of this Release Agreement and that the final form of this Release Agreement reflects the mutual agreement of the Parties.

Section 7.11 Relationship to Wind-Down Agreement. This Release Agreement is annexed as Exhibit A to the Wind-Down Agreement and is an integral part thereof. This Release Agreement is delivered in connection with, and is subject to the terms and conditions of, the Wind-Down Agreement. In the event of any conflict or inconsistency between the terms of this Release Agreement and the terms of the Wind-Down Agreement with respect to the scope of the releases granted hereunder or the Excluded Obligations, the more specific provision shall control. All other conflicts or inconsistencies between this Release Agreement and the Wind-Down Agreement shall be resolved in accordance with the conflict resolution provisions set forth in the Wind-Down Agreement. In no event shall this Release Agreement be construed to limit, narrow, or otherwise diminish any rights, obligations, or remedies of any Party under the Wind-Down Agreement, the Escrow Agreement, or any other document or agreement delivered in connection with the wind-down of the Partnership, except as expressly set forth herein.

Section 7.12 No Admission. Nothing in this Release Agreement shall be construed as an admission by any Party of any liability, wrongdoing, fault, or violation of any law, statute, rule, regulation, duty, or obligation. The Parties have entered into this Release Agreement solely to resolve and settle their disputes, to achieve finality and certainty, and to facilitate the orderly wind-down and dissolution of the Partnership. Neither this Release Agreement nor any of its terms or provisions, nor any of the negotiations, drafts, or proceedings connected with it, shall be offered or received in evidence in any action or proceeding as an admission or concession of liability or wrongdoing by any Party, except in any proceeding to enforce the terms of this Release Agreement, the Wind-Down Agreement, or any agreement executed in connection therewith.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have executed this Mutual Release Agreement as of the date first written above.

BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company

By: ________

Name: Elliot R. Briarwood

Title: Sole Managing Member

Date: ________

ELLIOT R. BRIARWOOD, individually

________________________________________

Elliot R. Briarwood

Date: ________

MARGAUX BRIARWOOD-FELDSTEIN, individually

________________________________________

Margaux Briarwood-Feldstein

Date: ________

PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company

By: ________

Name: Victor A. Sandoval

Title: Managing Member

Date: ________

VICTOR A. SANDOVAL, individually

________________________________________

Victor A. Sandoval

Date: ________

DENISE K. HARTWELL, individually

________________________________________

Denise K. Hartwell

Date: ________

ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF NEW YORK

On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Elliot R. Briarwood, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Sole Managing Member of Briarwood Family Office LLC, a Delaware limited liability company, and in his individual capacity, and that by his signature on the instrument, the entity upon behalf of which the person acted and the person individually executed the instrument.

________________________________________

Notary Public, State of New York Name (Print): ________ My Commission Expires: ________

STATE OF NEW YORK COUNTY OF NEW YORK

On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Margaux Briarwood-Feldstein, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her individual capacity, and that by her signature on the instrument, the person executed the instrument.

________________________________________

Notary Public, State of New York Name (Print): ________ My Commission Expires: ________

STATE OF DELAWARE COUNTY OF NEW CASTLE

On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of Delaware, personally appeared Victor A. Sandoval, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Member of Pinnacle Holdings Group LLC, a Delaware limited liability company, and in his individual capacity, and that by his signature on the instrument, the entity upon behalf of which the person acted and the person individually executed the instrument.

________________________________________

Notary Public, State of Delaware Name (Print): ________ My Commission Expires: ________

STATE OF DELAWARE COUNTY OF NEW CASTLE

On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of Delaware, personally appeared Denise K. Hartwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her individual capacity, and that by her signature on the instrument, the person executed the instrument.

________________________________________

Notary Public, State of Delaware Name (Print): ________ My Commission Expires: ________

CONFIDENTIAL
MUTUAL RELEASE AGREEMENT
dated as of __, 2025
among
BRIARWOOD FAMILY OFFICE LLC,
PINNACLE HOLDINGS GROUP LLC,
and
THEIR RESPECTIVE AFFILIATES
Exhibit A to the Wind-Down Agreement
MUTUAL RELEASE AGREEMENT
This Mutual Release Agreement (this "Release Agreement") is entered into as of __, 2025 (the "Execution Date"), by and among:
(i) Briarwood Family Office LLC, a Delaware limited liability company ("Briarwood"), with its principal office at 712 Park Avenue, 18th Floor, New York, New York 10021;
(ii) Pinnacle Holdings Group LLC, a Delaware limited liability company ("Pinnacle"), with its principal office at 400 King Street, Suite 310, Wilmington, Delaware 19801;
(iii) Elliot R. Briarwood, an individual residing in the State of New York, in his individual capacity and in his capacity as the sole managing member of Briarwood;
(iv) Margaux Briarwood-Feldstein, an individual residing in the State of New York, in her individual capacity and in her capacity as Director of Investments of Briarwood;
(v) Victor A. Sandoval, an individual residing in the State of Delaware, in his individual capacity and in his capacity as the managing member of Pinnacle; and
(vi) Denise K. Hartwell, an individual residing in the State of Delaware, in her individual capacity and in her capacity as Chief Financial Officer of Pinnacle.
Each of the foregoing, together with their respective Affiliates (as defined herein), are referred to collectively herein as the "Parties" and each individually as a "Party."
RECITALS
WHEREAS:
A. Formation and Nature of Greystone Realty Partners, L.P. Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), was formed on June 14, 2018, pursuant to a Certificate of Limited Partnership filed with the Secretary of State of the State of Delaware (File No. 7284613). The Partnership is governed by that certain 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 thereto dated as of March 3, 2020 (as so amended, the "LPA"). Under 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. Aggregate capital contributions to the Partnership 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. As of the date hereof, the Partnership holds a portfolio of seven (7) mixed-use commercial properties located in Philadelphia, Pennsylvania; Wilmington, Delaware; Baltimore, Maryland; and Arlington, Virginia, with an aggregate appraised fair market value of One Hundred Seventy-Four Million Dollars ($174,000,000) as determined by the Appraisal Report (Report No. KVG-2025-0214) delivered by Keymark Valuation Group LLC on February 22, 2025 (the "Keymark Appraisal").
B. The Deadlock. Disputes arose between the Partners beginning in mid-2024. On or about June 28, 2024, Pinnacle proposed a cash-out refinancing of the existing secured term loan made by Harborline Commercial Lending, LLC (Loan Reference No. HCL-2020-07842) (the "Harborline Loan") in the amount of Sixty-Two Million Dollars ($62,000,000) through Northgate Savings Bank at a floating rate equal to the Secured Overnight Financing Rate plus three hundred forty-five basis points (SOFR + 345 bps). Briarwood rejected the proposed refinancing by written objection dated July 15, 2024, citing unfavorable market terms, the three percent (3%) prepayment penalty applicable to the Harborline Loan, and cash-flow concerns relating to the Partnership's portfolio (the "Rejected Northgate Refinancing"). Separately, on August 5, 2024, Pinnacle, in its capacity as general partner, issued a capital call in the aggregate amount of Eight Million Two Hundred Thousand Dollars ($8,200,000) (Briarwood's allocable share: Four Million Five Hundred Ten Thousand Dollars ($4,510,000); Pinnacle's allocable share: Three Million Six Hundred Ninety Thousand Dollars ($3,690,000)) to fund deferred maintenance expenditures and tenant-improvement allowances across the Partnership's portfolio. On August 22, 2024, Briarwood withheld its consent to the capital call, asserting that the issuance thereof constituted a "Major Decision" under Section 5.02(d) of the LPA requiring the affirmative vote of partners holding at least eighty percent (80%) of the total partnership interests (the "Disputed Capital Call"). Given the respective ownership percentages of the Partners and the eighty percent (80%) supermajority threshold for Major Decisions under the LPA, neither Partner possessed the ability to authorize Major Decisions unilaterally, and the Partnership was rendered unable to act on material governance and operational matters. Between September and November 2024, the Parties engaged in mediation before Tidewater Dispute Resolution Services, with the Honorable (Retired) Patricia Navarro serving as mediator. Despite good-faith participation, the mediation did not result in resolution of the disputes.
C. The Chancery Petition. On December 2, 2024, Briarwood, represented by Calderwood & Harkness LLP, filed a Verified Petition for Judicial Dissolution of Greystone Realty Partners, L.P. 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"), invoking the provisions of Section 17-802 of the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-802. Pinnacle was represented in the Chancery Action by Ashford & Crane LLP. On December 18, 2024, Vice Chancellor Marguerite T. Zimmerman held a scheduling conference and entered an order directing expedited discovery. On January 10, 2025, the Court entered a Stipulated Order appointing Keymark Valuation Group LLC as the court-appointed independent appraiser of the Partnership's real property portfolio. On March 7, 2025, the Court held a status conference at which counsel for the Parties reported that the Parties were near settlement and requested a continuance of all remaining deadlines, which request was granted.
D. The Wind-Down Agreement. On March 14, 2025, the Parties executed a binding Term Sheet for Consensual Wind-Down of Greystone Realty Partners, L.P. (the "Term Sheet"). Thereafter, the Parties negotiated and have entered into that certain Wind-Down Agreement, dated as of __, 2025 (the "Wind-Down Agreement"), among Briarwood, Pinnacle, and Greystone, providing for, among other things: (i) the orderly dissolution of the Partnership; (ii) the disposition of all Partnership assets, including the seven mixed-use commercial properties comprising the Partnership's portfolio; (iii) the full repayment and satisfaction of the Harborline Loan; (iv) the establishment of a One Million Five Hundred Thousand Dollar ($1,500,000) escrow reserve at Concord Title & Escrow Services, Inc. (Escrow Account No. ESC-2025-40071) pursuant to an Escrow Agreement of even date herewith among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc. (the "Escrow Agreement"); (v) the distribution of all remaining proceeds in accordance with a specified distribution waterfall set forth in the Wind-Down Agreement; and (vi) the filing of a Certificate of Cancellation of the Certificate of Limited Partnership of Greystone Realty Partners, L.P. with the Secretary of State of the State of Delaware, targeted to occur no later than December 31, 2025. This Release Agreement is annexed as Exhibit A to the Wind-Down Agreement and is delivered in connection therewith.
E. Desire to Release Claims. In consideration of the mutual promises, covenants, and agreements set forth in the Wind-Down Agreement and herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and to resolve fully and finally all disputes, controversies, and Claims (as defined below) between and among the Parties arising out of, relating to, or in connection with the Partnership, the LPA, the Disputed Capital Call, the Rejected Northgate Refinancing, the Chancery Action, and all related matters, the Parties desire to grant mutual general releases upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing premises and of the mutual covenants and agreements contained herein and in the Wind-Down Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Defined Terms. As used in this Release Agreement, the following terms shall have the meanings set forth below:
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the correlative terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or other equity interests, by contract, or otherwise. Without limiting the generality of the foregoing: (a) in the case of Briarwood, "Affiliate" includes Elliot R. Briarwood, Margaux Briarwood-Feldstein, and any entity directly or indirectly controlled by either of them; and (b) in the case of Pinnacle, "Affiliate" includes Victor A. Sandoval, Denise K. Hartwell, and any entity directly or indirectly controlled by either of them.
"Briarwood Released Parties" means, collectively, Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, and each of their respective Affiliates, and each of the foregoing Persons' respective current and former members, managers, officers, directors, employees, agents, advisors, attorneys (including Calderwood & Harkness LLP), accountants, consultants, representatives, successors, and assigns.
"Claims" means any and all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, counterclaims, cross-claims, demands, liabilities, losses, costs, and expenses (including attorneys' fees and disbursements) of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, matured or unmatured, accrued or unaccrued, liquidated or unliquidated, fixed or contingent, direct or indirect, whether at law, in equity, or otherwise, and whether arising under contract, tort, statute, regulation, common law, or any other theory of liability.
"Effective Date" means the date on which the Final Distribution (as defined in the Wind-Down Agreement) has been made to both Briarwood and Pinnacle in accordance with the distribution waterfall set forth in Article IV of the Wind-Down Agreement, as certified by Concord Title & Escrow Services, Inc. or as otherwise confirmed in writing by both Briarwood and Pinnacle.
"Escrow Agreement" means that certain Escrow Agreement, dated as of __, 2025, among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc., as escrow agent, providing for the establishment and administration of the escrow reserve in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) held in Escrow Account No. ESC-2025-40071.
"Excluded Obligations" has the meaning set forth in Section 2.3 of this Release Agreement.
"Final Distribution" has the meaning set forth in the Wind-Down Agreement.
"Partnership" means Greystone Realty Partners, L.P., a Delaware limited partnership (Delaware Secretary of State File No. 7284613; Employer Identification Number: 84-3290167).
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, limited liability partnership, joint venture, trust, estate, unincorporated organization, association, governmental authority, or other entity of any kind.
"Pinnacle Released Parties" means, collectively, Pinnacle, Victor A. Sandoval, Denise K. Hartwell, and each of their respective Affiliates, and each of the foregoing Persons' respective current and former members, managers, officers, directors, employees, agents, advisors, attorneys (including Ashford & Crane LLP), accountants, consultants, representatives, successors, and assigns.
"Released Claims" has the meaning set forth in Sections 2.1 and 2.2 of this Release Agreement, as applicable.
"Wind-Down Agreement" means that certain Wind-Down Agreement, dated as of __, 2025, among Briarwood, Pinnacle, and Greystone, as may be amended, supplemented, or otherwise modified from time to time in accordance with its terms.
Section 1.2 Interpretation. The following rules of interpretation shall apply to this Release Agreement:
(a) Capitalized terms used but not otherwise defined in this Release Agreement shall have the meanings ascribed to such terms in the Wind-Down Agreement.
(b) The headings of the articles and sections contained in this Release Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Release Agreement.
(c) The word "including" (and any variation thereof, such as "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) References herein to any article, section, subsection, clause, exhibit, or schedule are to such article, section, subsection, clause, exhibit, or schedule of or to this Release Agreement, unless otherwise expressly stated.
(e) Words in the singular shall include the plural and vice versa, and words of one gender shall include the other genders, in each case as the context requires.
(f) The terms "hereof," "herein," "hereto," "hereunder," and words of similar import shall refer to this Release Agreement as a whole and not to any particular provision of this Release Agreement.
(g) References to "dollars" or "$" shall mean lawful currency of the United States of America.
(h) Any reference to a statute, rule, or regulation shall be deemed to refer to such statute, rule, or regulation as amended, supplemented, or replaced from time to time (and, in the case of any statute, to any rules or regulations promulgated thereunder).
ARTICLE II
MUTUAL RELEASES
Section 2.1 Release by Pinnacle Released Parties in Favor of Briarwood Released Parties. Effective as of the Effective Date, Pinnacle, Victor A. Sandoval, Denise K. Hartwell, and each of the other Pinnacle Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, acquit, and forever discharge each of the Briarwood Released Parties from any and all Claims that any such Pinnacle Released Party ever had, now has, or may hereafter have, whether directly, derivatively, representatively, or in any other capacity, arising out of, relating to, or in connection with any or all of the following:
(a) the Partnership and its formation, organization, capitalization, operation, management, and governance, including all actions taken and decisions made (or not taken or not made) by Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, or any other Briarwood Released Party in connection therewith;
(b) the LPA, including the Amended and Restated Agreement of Limited Partnership dated as of June 14, 2018, and the First Amendment thereto dated as of March 3, 2020, and all rights, obligations, duties, and liabilities arising thereunder, including the negotiation, execution, delivery, performance, interpretation, amendment, and enforcement thereof;
(c) the Disputed Capital Call of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by Pinnacle on August 5, 2024, and Briarwood's withholding of consent thereto on August 22, 2024, including Briarwood's assertion that such capital call constituted a "Major Decision" under Section 5.02(d) of the LPA, and all related correspondence, discussions, and proceedings;
(d) the Rejected Northgate Refinancing, including Pinnacle's June 28, 2024 proposal for a Sixty-Two Million Dollar ($62,000,000) cash-out refinancing of the Harborline Loan through Northgate Savings Bank at SOFR + 345 bps, Briarwood's July 15, 2024 written objection thereto (citing unfavorable terms, the three percent (3%) prepayment penalty, and cash-flow concerns), and all related correspondence, discussions, and proceedings;
(e) the Chancery Action, C.A. No. 2024-1187-MTZ, filed in the Court of Chancery of the State of Delaware, including the Verified Petition for Judicial Dissolution, all pleadings, motions, briefs, orders, discovery, and other filings or proceedings therein;
(f) the deadlock under Section 5.02 of the LPA regarding Major Decisions, including the structural inability of either Partner to authorize Major Decisions unilaterally in light of the eighty percent (80%) supermajority threshold;
(g) the mediation conducted before Tidewater Dispute Resolution Services with the Honorable (Retired) Patricia Navarro serving as mediator during the period from September through November 2024, including all statements, proposals, offers, counteroffers, and communications made in connection therewith;
(h) any and all distributions, capital contributions, management fees, property management decisions, tenant improvement allowances, deferred maintenance expenditures, leasing decisions, development decisions, financing decisions, or other financial or operational matters related to the Partnership, the Partnership's properties, or the business and affairs of Greystone, including the allocation and timing of distributions to the Partners and the calculation and payment of management fees to Pinnacle;
(i) any and all other acts, omissions, events, circumstances, agreements, arrangements, transactions, or matters of any kind or nature whatsoever, whether or not specifically referenced herein, arising out of, relating to, or in connection with the Partnership, the LPA, the properties held by the Partnership, or the business, affairs, or governance of Greystone, from the inception of the Partnership on June 14, 2018 through and including the Effective Date;
(collectively, the "Released Claims" as to Pinnacle).
The foregoing release is intended to be a general release in the broadest form permitted by applicable law. Each Pinnacle Released Party acknowledges and agrees that the Released Claims as to Pinnacle include Claims of which such Pinnacle Released Party is not presently aware or which such Pinnacle Released Party does not presently suspect to exist, and that the foregoing release extinguishes all such Claims.
Section 2.2 Release by Briarwood Released Parties in Favor of Pinnacle Released Parties. Effective as of the Effective Date, Briarwood, Elliot R. Briarwood, Margaux Briarwood-Feldstein, and each of the other Briarwood Released Parties, for themselves and on behalf of their respective heirs, executors, administrators, personal representatives, successors, and assigns, hereby irrevocably and unconditionally release, acquit, and forever discharge each of the Pinnacle Released Parties from any and all Claims that any such Briarwood Released Party ever had, now has, or may hereafter have, whether directly, derivatively, representatively, or in any other capacity, arising out of, relating to, or in connection with any or all of the following:
(a) the Partnership and its formation, organization, capitalization, operation, management, and governance, including all actions taken and decisions made (or not taken or not made) by Pinnacle, Victor A. Sandoval, Denise K. Hartwell, or any other Pinnacle Released Party in connection therewith;
(b) the LPA, including the Amended and Restated Agreement of Limited Partnership dated as of June 14, 2018, and the First Amendment thereto dated as of March 3, 2020, and all rights, obligations, duties, and liabilities arising thereunder, including the negotiation, execution, delivery, performance, interpretation, amendment, and enforcement thereof;
(c) the Disputed Capital Call of Eight Million Two Hundred Thousand Dollars ($8,200,000) issued by Pinnacle on August 5, 2024, including the determination to issue such capital call, the allocation of Briarwood's share at Four Million Five Hundred Ten Thousand Dollars ($4,510,000) and Pinnacle's share at Three Million Six Hundred Ninety Thousand Dollars ($3,690,000), the intended use of proceeds for deferred maintenance and tenant-improvement allowances, and all related correspondence, discussions, and proceedings;
(d) the Rejected Northgate Refinancing, including Pinnacle's June 28, 2024 proposal for a Sixty-Two Million Dollar ($62,000,000) cash-out refinancing of the Harborline Loan through Northgate Savings Bank at SOFR + 345 bps, the negotiation and terms thereof, and all related correspondence, discussions, and proceedings;
(e) the Chancery Action, C.A. No. 2024-1187-MTZ, filed in the Court of Chancery of the State of Delaware, including the Verified Petition for Judicial Dissolution, all pleadings, motions, briefs, orders, discovery, and other filings or proceedings therein;
(f) the deadlock under Section 5.02 of the LPA regarding Major Decisions, including the structural inability of either Partner to authorize Major Decisions unilaterally in light of the eighty percent (80%) supermajority threshold;
(g) the mediation conducted before Tidewater Dispute Resolution Services with the Honorable (Retired) Patricia Navarro serving as mediator during the period from September through November 2024, including all statements, proposals, offers, counteroffers, and communications made in connection therewith;
(h) any and all distributions, capital contributions, management fees, property management decisions, tenant improvement allowances, deferred maintenance expenditures, leasing decisions, development decisions, financing decisions, or other financial or operational matters related to the Partnership, the Partnership's properties, or the business and affairs of Greystone, including the allocation and timing of distributions to the Partners and the calculation and payment of management fees to Pinnacle;
(i) any and all other acts, omissions, events, circumstances, agreements, arrangements, transactions, or matters of any kind or nature whatsoever, whether or not specifically referenced herein, arising out of, relating to, or in connection with the Partnership, the LPA, the properties held by the Partnership, or the business, affairs, or governance of Greystone, from the inception of the Partnership on June 14, 2018 through and including the Effective Date;
(collectively, the "Released Claims" as to Briarwood).
The foregoing release is intended to be a general release in the broadest form permitted by applicable law. Each Briarwood Released Party acknowledges and agrees that the Released Claims as to Briarwood include Claims of which such Briarwood Released Party is not presently aware or which such Briarwood Released Party does not presently suspect to exist, and that the foregoing release extinguishes all such Claims.
Section 2.3 Excluded Obligations (Carve-Outs). Notwithstanding anything in this Release Agreement to the contrary, the releases set forth in Sections 2.1 and 2.2 shall not release, waive, discharge, or otherwise affect any of the following obligations, rights, duties, or Claims (collectively, the "Excluded Obligations"):
(a) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Wind-Down Agreement, including without limitation (i) the distribution waterfall set forth in Article IV thereof, (ii) the property disposition process, including the marketing, sale, and closing of the Partnership's real property portfolio, (iii) Pinnacle's right of first offer with respect to the acquisition of any Partnership property, (iv) the management fee arrangements applicable during the wind-down period, (v) the obligation to file a Certificate of Cancellation with the Delaware Secretary of State, and (vi) any indemnification obligations set forth therein.
(b) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Escrow Agreement, including without limitation (i) the One Million Five Hundred Thousand Dollar ($1,500,000) escrow reserve held at Concord Title & Escrow Services, Inc. in Escrow Account No. ESC-2025-40071, (ii) the claim procedures set forth therein for drawing upon the escrow reserve, (iii) the release conditions applicable to the escrow reserve upon expiration of the escrow period, and (iv) any obligations of Concord Title & Escrow Services, Inc. in its capacity as escrow agent.
(c) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to this Release Agreement itself, including the representations, warranties, covenants, and agreements contained herein.
(d) Any rights, obligations, covenants, duties, or liabilities of any Party arising under or pursuant to the Side Letter Agreement regarding the reduction of Pinnacle's management fee during the wind-down period, executed concurrently herewith.
(e) Any rights, obligations, covenants, duties, or liabilities arising under the Joint Stipulation and [Proposed] Order of Dismissal with Prejudice filed or to be filed in C.A. No. 2024-1187-MTZ in the Court of Chancery of the State of Delaware, including any conditions or reservations contained therein.
(f) Any rights, obligations, or duties of any Party to any third party that is not a signatory to this Release Agreement, including without limitation any obligations owed to Harborline Commercial Lending, LLC under the Harborline Loan documents, obligations owed to Keymark Valuation Group LLC, obligations owed to Fieldstone Accounting Partners LLP, obligations owed to Concord Title & Escrow Services, Inc., obligations owed to Meridian Capital Advisors LLC, and obligations owed to any federal, state, or local governmental authority (including tax obligations). For the avoidance of doubt, no release granted herein shall be construed to release, waive, or impair any obligation owed by any Party to any such third party, and nothing herein shall be deemed to constitute an assumption by any Party of any obligation owed by another Party to any such third party.
(g) Any Claims arising from fraud, intentional misrepresentation, willful misconduct, or criminal conduct by any Party. For the avoidance of doubt, nothing in Sections 2.1 or 2.2 shall release any Party from liability for acts or omissions that constitute fraud, intentional misrepresentation, willful misconduct, or criminal conduct.
Section 2.4 Unknown Claims Waiver. Each Party acknowledges that it may discover Claims or facts in addition to or different from those that it now knows or believes to exist with respect to the subject matter of the releases set forth in Sections 2.1 and 2.2, and that such Claims or facts, if known or suspected at the time of the execution of this Release Agreement, may have materially affected the decision of such Party to enter into this Release Agreement. Nevertheless, each Party hereby intends to fully, finally, and forever release all Released Claims, including any Claims based upon or arising from such subsequently discovered Claims or facts.
Each Party hereby expressly waives and relinquishes, to the fullest extent permitted by applicable law, any and all rights and benefits that it may have under any statute, regulation, or common law principle of any jurisdiction that would otherwise limit the release of unknown or unsuspected claims, including without limitation any rights analogous to those provided by Section 1542 of the California Civil Code (which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party") or any similar provision under the laws of the State of Delaware, the State of New York, or any other applicable jurisdiction.
Each Party acknowledges and agrees that this waiver of unknown claims is an essential and material term of this Release Agreement, was separately bargained for by the Parties and their respective counsel, and constitutes a material inducement to each Party's execution of this Release Agreement.
Section 2.5 Covenant Not to Sue. Each Party hereby covenants and agrees that it shall not, directly or indirectly, whether individually, derivatively, representatively, or in any other capacity, commence, institute, maintain, prosecute, participate in, or voluntarily aid in any manner any action, suit, arbitration, mediation, or other legal, equitable, or administrative proceeding of any kind against any Released Party with respect to any Released Claim. This covenant not to sue is intended to be independently enforceable and shall survive any determination that any release set forth in Sections 2.1 or 2.2 is invalid, illegal, or unenforceable in any respect.
Any breach of this Section 2.5 shall entitle the non-breaching Released Party to recover from the breaching Party, as liquidated damages and not as a penalty, all costs, expenses, and attorneys' fees (including the fees and expenses of appellate proceedings) actually incurred by such non-breaching Released Party in defending against or otherwise responding to such action, in addition to, and not in limitation of, any and all other remedies available to such non-breaching Released Party at law or in equity, including the right to seek injunctive relief. The Parties acknowledge and agree that the foregoing fee-shifting provision is fair and reasonable in light of the circumstances giving rise to this Release Agreement and the intent of the Parties to finally resolve all disputes among them.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.1 Mutual Representations and Warranties. Each Party hereby represents and warrants to each other Party, as of the Execution Date, as follows:
(a) Organization and Authority. If such Party is an entity, such Party is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to execute and deliver this Release Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Without limiting the generality of the foregoing:
(i) Briarwood is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 5918274; Employer Identification Number: 83-2174509).
(ii) Pinnacle is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File No. 6103488; Employer Identification Number: 81-4637821).
(b) Due Authorization. The execution, delivery, and performance of this Release Agreement by such Party have been duly authorized by all necessary action on the part of such Party, including all requisite approvals of its members, managers, officers, directors, or other governing persons, as applicable. In the case of Briarwood, execution of this Release Agreement has been duly authorized by Elliot R. Briarwood in his capacity as sole managing member of Briarwood. In the case of Pinnacle, execution of this Release Agreement has been duly authorized by Victor A. Sandoval in his capacity as managing member of Pinnacle. This Release Agreement constitutes, or upon execution and delivery will constitute, a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) No Conflict. The execution and delivery of this Release Agreement by such Party and the performance of its obligations hereunder do not and will not (i) conflict with, violate, or result in a breach of any provision of such Party's organizational or governing documents (including any limited liability company agreement, partnership agreement, certificate of formation, or bylaws), (ii) conflict with, violate, or result in a breach or default under (or give rise to any right of termination, cancellation, or acceleration under) any contract, agreement, instrument, lease, license, permit, or other arrangement to which such Party is a party or by which it or any of its properties or assets is bound, or (iii) violate any law, statute, rule, regulation, order, judgment, injunction, writ, or decree of any court or governmental authority applicable to such Party.
(d) No Assignment of Claims. Such Party has not assigned, transferred, conveyed, pledged, hypothecated, or otherwise disposed of, in whole or in part, any of the Released Claims (or any interest therein) to any third party, and no third party has any right, title, or interest (whether by assignment, subrogation, operation of law, or otherwise) in or to any of the Released Claims.
(e) Voluntary Execution. Such Party has executed this Release Agreement voluntarily, of its own free will, and without duress, undue influence, or coercion of any kind. Such Party has had the opportunity to consult with and obtain the advice of independent legal counsel of its choosing prior to executing this Release Agreement. Such Party has read this Release Agreement in its entirety, understands the terms, conditions, consequences, and legal significance hereof, and executes this Release Agreement with full knowledge thereof.
Section 3.2 Representations by Individual Parties. Each of Elliot R. Briarwood, Margaux Briarwood-Feldstein, Victor A. Sandoval, and Denise K. Hartwell, in his or her individual capacity, hereby represents and warrants to each other Party that he or she: (a) has the legal capacity to enter into this Release Agreement and to perform his or her obligations hereunder; (b) is of legal age and sound mind; (c) is not subject to any legal disability, guardianship, conservatorship, or other condition that would impair his or her ability to enter into this Release Agreement; and (d) does not require the consent or approval of any other person (including any spouse, domestic partner, or co-trustee) in order to execute and deliver this Release Agreement and to perform his or her obligations hereunder.
ARTICLE IV
EFFECTIVE DATE AND CONDITION
Section 4.1 Effective Date. This Release Agreement shall become effective, and the releases granted in Sections 2.1 and 2.2 shall become irrevocable, as of the Effective Date. The "Effective Date" shall be the date on which the Final Distribution (as defined in the Wind-Down Agreement) has been made to both Briarwood and Pinnacle in accordance with the distribution waterfall set forth in Article IV of the Wind-Down Agreement, as certified in writing by Concord Title & Escrow Services, Inc. as escrow agent or as otherwise confirmed in writing by both Briarwood and Pinnacle. Prior to the occurrence of the Effective Date, this Release Agreement shall constitute a binding and enforceable obligation of the Parties to grant the releases described herein upon the occurrence of the Effective Date, subject in all respects to the terms and conditions of the Wind-Down Agreement and this Release Agreement. For the avoidance of doubt, the representations, warranties, and covenants of the Parties set forth in this Release Agreement (other than the releases themselves) shall be effective and binding upon execution of this Release Agreement by all Parties.
Section 4.2 Termination of Wind-Down Agreement. If the Wind-Down Agreement is terminated prior to the Final Distribution in accordance with its terms (including any termination pursuant to the termination provisions set forth in Article VIII of the Wind-Down Agreement), this Release Agreement shall automatically and without further action by any Party terminate and be of no further force or effect, and no releases shall be deemed to have been granted hereunder. Upon any such termination, each Party shall be restored to the position it occupied immediately prior to execution of this Release Agreement, and all rights, Claims, and defenses of the Parties shall be preserved in full as though this Release Agreement had never been executed. The termination of this Release Agreement pursuant to this Section 4.2 shall not relieve any Party from liability for any breach of this Release Agreement occurring prior to such termination.
ARTICLE V
DISMISSAL OF CHANCERY ACTION
Section 5.1 Joint Stipulation of Dismissal. The Parties acknowledge and agree that, in connection with the execution of the Wind-Down Agreement and this Release Agreement, the Parties are filing or have filed a Joint Stipulation and [Proposed] Order of Dismissal with Prejudice in the Chancery Action (C.A. No. 2024-1187-MTZ) before Vice Chancellor Marguerite T. Zimmerman in the Court of Chancery of the State of Delaware, with each party bearing its own costs, expenses, and attorneys' fees. The Joint Stipulation and [Proposed] Order of Dismissal with Prejudice shall be filed within five (5) business days following the execution of the Wind-Down Agreement by all parties thereto, or at such earlier time as counsel for the Parties may agree. The Parties shall use their respective reasonable best efforts to cooperate in obtaining the entry of such Order of Dismissal with Prejudice by the Court of Chancery. Nothing in this Release Agreement shall be construed to limit, modify, or supersede the terms or conditions of such Joint Stipulation and Order of Dismissal with Prejudice, including any reservation of rights or any conditions set forth therein by the Court.
ARTICLE VI
CONFIDENTIALITY
Section 6.1 Confidentiality. Each Party agrees that the terms and conditions of this Release Agreement, including the existence hereof and the consideration provided hereunder, are confidential and shall not be disclosed by any Party to any Person, except:
(a) as required by applicable law, regulation, legal process, or court order, provided that the disclosing Party shall, to the extent permitted by law, provide the other Parties with prompt written notice of any such required disclosure so as to enable the other Parties to seek a protective order or other appropriate remedy;
(b) to such Party's respective legal, financial, tax, and accounting advisors (including, in the case of Briarwood, Calderwood & Harkness LLP and Fieldstone Accounting Partners LLP, and, in the case of Pinnacle, Ashford & Crane LLP and Fieldstone Accounting Partners LLP) on a confidential, need-to-know basis, provided that such Party shall be responsible for any breach of this Section 6.1 by its advisors;
(c) to Harborline Commercial Lending, LLC or any other lender, in each case solely to the extent necessary in connection with the wind-down of the Partnership, the repayment or satisfaction of the Harborline Loan, or any other financing matter directly related to the wind-down;
(d) to the Court of Chancery of the State of Delaware, solely in connection with the filing and entry of the Joint Stipulation and Order of Dismissal with Prejudice in the Chancery Action;
(e) as otherwise contemplated or permitted by the Wind-Down Agreement, the Escrow Agreement, or any other agreement executed in connection therewith; and
(f) with the prior written consent of the other Parties.
The obligations of this Section 6.1 shall survive the Effective Date and the termination or expiration of this Release Agreement and shall remain in full force and effect indefinitely, unless otherwise agreed in writing by the Parties.
ARTICLE VII
MISCELLANEOUS
Section 7.1 Governing Law. This Release Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.
Section 7.2 Jurisdiction and Venue. Any dispute, controversy, or Claim arising out of, relating to, or in connection with this Release Agreement, including any question regarding the existence, validity, interpretation, performance, breach, or termination of this Release Agreement, shall be subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over such dispute, the Superior Court of the State of Delaware sitting in and for New Castle County). Each Party irrevocably and unconditionally (a) submits to the exclusive personal jurisdiction of such courts for purposes of any such dispute, controversy, or Claim, (b) waives any objection that it may now or hereafter have to the laying of venue of any such dispute, controversy, or Claim in such courts, including any objection based on the doctrine of forum non conveniens, and (c) agrees not to commence any action, suit, or proceeding relating to any such dispute, controversy, or Claim except in such courts. Each Party further agrees that service of process in any such action, suit, or proceeding may be made upon such Party by delivering a copy thereof by certified or registered mail (return receipt requested), postage prepaid, to such Party at its address set forth in Section 7.9.
Section 7.3 Entire Agreement. This Release Agreement, together with the Wind-Down Agreement, the Escrow Agreement, the Side Letter Agreement regarding the reduction of Pinnacle's management fee during the wind-down period, the Joint Stipulation and [Proposed] Order of Dismissal with Prejudice, and the other documents and agreements executed in connection therewith, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, agreements, understandings, and writings (whether written or oral) among the Parties with respect to such subject matter. No Party has relied upon any representation, warranty, promise, inducement, or statement made by any other Party or any other Person that is not expressly set forth in this Release Agreement or the other agreements referenced in this Section 7.3.
Section 7.4 Amendments and Waivers. No amendment, modification, supplement, restatement, or other change to this Release Agreement shall be valid or binding unless set forth in a written instrument signed by all of the Parties. No waiver of any provision of this Release Agreement, or consent to any departure from the terms hereof, shall be effective unless made in a written instrument signed by the Party against whom enforcement of such waiver or consent is sought. No waiver of any breach of any provision of this Release Agreement shall constitute or be deemed to constitute a waiver of any other breach of the same or any other provision of this Release Agreement, nor shall any waiver constitute a continuing waiver unless the written instrument providing for such waiver expressly so states.
Section 7.5 Severability. If any provision of this Release Agreement (or any portion thereof) is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions (and any portion of such provision not held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be modified and reformed to the minimum extent necessary to make such provision valid, legal, and enforceable while preserving the original intent of the Parties to the greatest extent possible. If any such modification or reformation is not possible, the offending provision shall be severed from this Release Agreement, and the remaining provisions shall continue in full force and effect.
Section 7.6 Successors and Assigns. This Release Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors, and assigns. No Party may assign, delegate, or otherwise transfer this Release Agreement or any of its rights or obligations hereunder, in whole or in part, to any Person without the prior written consent of each of the other Parties, and any attempted assignment, delegation, or transfer in violation of this Section 7.6 shall be null and void and of no force or effect.
Section 7.7 Third-Party Beneficiaries. Except for the Briarwood Released Parties and the Pinnacle Released Parties, who are express third-party beneficiaries of the releases set forth in Sections 2.1 and 2.2, respectively, to the extent applicable to each such Person, this Release Agreement is not intended to and shall not confer upon any Person other than the Parties any rights, benefits, remedies, obligations, or liabilities of any character whatsoever under or by reason of this Release Agreement. No Person other than the Parties (and the express third-party beneficiaries identified in the preceding sentence) shall have any right to enforce any provision of this Release Agreement.
Section 7.8 Counterparts. This Release Agreement may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile signatures, electronic signatures compliant with the Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7006) and the Uniform Electronic Transactions Act as adopted in the State of Delaware (6 Del. C. §§ 12A-101 through 12A-118), and portable document format (.pdf) signatures shall be deemed original signatures and shall have the same force and effect as original ink signatures for all purposes.
Section 7.9 Notices. All notices, requests, consents, demands, and other communications under this Release Agreement shall be in writing and shall be delivered in accordance with the notice provisions set forth in Article X of the Wind-Down Agreement. Without limiting the generality of the foregoing, all such notices shall be deemed duly given or made when delivered by hand, when transmitted by electronic mail (with confirmation of transmission), or one (1) business day after being sent by recognized overnight courier service (charges prepaid), to the following addresses (or to such other address as any Party may specify from time to time by written notice to the other Parties in accordance with this Section 7.9):
If to Briarwood or Elliot R. Briarwood or Margaux Briarwood-Feldstein:
Briarwood Family Office LLC 712 Park Avenue, 18th Floor New York, New York 10021
Attention: Elliot R. Briarwood, Sole Managing Member
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Linda Osei, Esq.
If to Pinnacle or Victor A. Sandoval or Denise K. Hartwell:
Pinnacle Holdings Group LLC 400 King Street, Suite 310 Wilmington, Delaware 19801
Attention: Victor A. Sandoval, Managing Member
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, Esq.
Section 7.10 Construction. This Release Agreement has been negotiated by the Parties and their respective counsel, and no provision hereof shall be construed against or interpreted to the disadvantage of any Party by reason of such Party having or being deemed to have structured, drafted, or dictated such provision. The Parties acknowledge that each Party and its counsel has had the opportunity to review and comment upon all provisions of this Release Agreement and that the final form of this Release Agreement reflects the mutual agreement of the Parties.
Section 7.11 Relationship to Wind-Down Agreement. This Release Agreement is annexed as Exhibit A to the Wind-Down Agreement and is an integral part thereof. This Release Agreement is delivered in connection with, and is subject to the terms and conditions of, the Wind-Down Agreement. In the event of any conflict or inconsistency between the terms of this Release Agreement and the terms of the Wind-Down Agreement with respect to the scope of the releases granted hereunder or the Excluded Obligations, the more specific provision shall control. All other conflicts or inconsistencies between this Release Agreement and the Wind-Down Agreement shall be resolved in accordance with the conflict resolution provisions set forth in the Wind-Down Agreement. In no event shall this Release Agreement be construed to limit, narrow, or otherwise diminish any rights, obligations, or remedies of any Party under the Wind-Down Agreement, the Escrow Agreement, or any other document or agreement delivered in connection with the wind-down of the Partnership, except as expressly set forth herein.
Section 7.12 No Admission. Nothing in this Release Agreement shall be construed as an admission by any Party of any liability, wrongdoing, fault, or violation of any law, statute, rule, regulation, duty, or obligation. The Parties have entered into this Release Agreement solely to resolve and settle their disputes, to achieve finality and certainty, and to facilitate the orderly wind-down and dissolution of the Partnership. Neither this Release Agreement nor any of its terms or provisions, nor any of the negotiations, drafts, or proceedings connected with it, shall be offered or received in evidence in any action or proceeding as an admission or concession of liability or wrongdoing by any Party, except in any proceeding to enforce the terms of this Release Agreement, the Wind-Down Agreement, or any agreement executed in connection therewith.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
IN WITNESS WHEREOF, the undersigned have executed this Mutual Release Agreement as of the date first written above.
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company
By: ________
Name: Elliot R. Briarwood
Title: Sole Managing Member
Date: ________
ELLIOT R. BRIARWOOD, individually
________________________________________
Elliot R. Briarwood
Date: ________
MARGAUX BRIARWOOD-FELDSTEIN, individually
________________________________________
Margaux Briarwood-Feldstein
Date: ________
PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company
By: ________
Name: Victor A. Sandoval
Title: Managing Member
Date: ________
VICTOR A. SANDOVAL, individually
________________________________________
Victor A. Sandoval
Date: ________
DENISE K. HARTWELL, individually
________________________________________
Denise K. Hartwell
Date: ________
ACKNOWLEDGMENTS
STATE OF NEW YORK COUNTY OF NEW YORK
On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Elliot R. Briarwood, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Sole Managing Member of Briarwood Family Office LLC, a Delaware limited liability company, and in his individual capacity, and that by his signature on the instrument, the entity upon behalf of which the person acted and the person individually executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ My Commission Expires: ________
STATE OF NEW YORK COUNTY OF NEW YORK
On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of New York, personally appeared Margaux Briarwood-Feldstein, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her individual capacity, and that by her signature on the instrument, the person executed the instrument.
________________________________________
Notary Public, State of New York Name (Print): ________ My Commission Expires: ________
STATE OF DELAWARE COUNTY OF NEW CASTLE
On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of Delaware, personally appeared Victor A. Sandoval, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his capacity as Managing Member of Pinnacle Holdings Group LLC, a Delaware limited liability company, and in his individual capacity, and that by his signature on the instrument, the entity upon behalf of which the person acted and the person individually executed the instrument.
________________________________________
Notary Public, State of Delaware Name (Print): ________ My Commission Expires: ________
STATE OF DELAWARE COUNTY OF NEW CASTLE
On this _ day of ____, 2025, before me, the undersigned, a Notary Public in and for the State of Delaware, personally appeared Denise K. Hartwell, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that she executed the same in her individual capacity, and that by her signature on the instrument, the person executed the instrument.
________________________________________
Notary Public, State of Delaware Name (Print): ________ My Commission Expires: ________

CONFIDENTIAL

MUTUAL RELEASE AGREEMENT

BRIARWOOD FAMILY OFFICE LLC,

PINNACLE HOLDINGS GROUP LLC,

THEIR RESPECTIVE AFFILIATES

MUTUAL RELEASE AGREEMENT

RECITALS

WHEREAS:

ARTICLE I

DEFINITIONS

ARTICLE II

MUTUAL RELEASES

ARTICLE III

REPRESENTATIONS AND WARRANTIES

ARTICLE IV

EFFECTIVE DATE AND CONDITION

ARTICLE V

DISMISSAL OF CHANCERY ACTION

ARTICLE VI

CONFIDENTIALITY

ARTICLE VII

MISCELLANEOUS

ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF NEW YORK COUNTY OF NEW YORK

STATE OF DELAWARE COUNTY OF NEW CASTLE

STATE OF DELAWARE COUNTY OF NEW CASTLE

Record

Parties

Dates

Amounts