1026-00002 · Briarwood Family Office LLC · Transaction Documents

side-letter-management-fee-reduction.docx DOCUMENT Litigation

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SIDE LETTER AGREEMENT

Reduction of Management Fee During Wind-Down Period

Dated as of ____, 2025

This Side Letter Agreement (this "Side Letter Agreement" or this "Agreement") is entered into as of the date first written above, by and between:

BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company, with its principal office at 712 Park Avenue, 18th Floor, New York, NY 10021 ("Briarwood"),

and

PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, with its principal office at 400 King Street, Suite 310, Wilmington, DE 19801 ("Pinnacle," and together with Briarwood, the "Parties," and each individually, a "Party").

RECITALS

WHEREAS:

A. The Partnership. Briarwood is the holder of a fifty-five percent (55%) limited partner interest, and Pinnacle is the holder of a forty-five percent (45%) general partner interest, in Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), which was formed on June 14, 2018, and 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 to the Amended and Restated Agreement of Limited Partnership, dated as of March 3, 2020 (as so amended, collectively, the "LPA"). The Partnership's principal office is located at 400 King Street, Suite 310, Wilmington, Delaware 19801, and the Partnership maintains a property management office at 1925 Walnut Street, Suite 600, Philadelphia, Pennsylvania 19103. Greystone holds a portfolio of seven (7) mixed-use commercial properties located in the Mid-Atlantic region of the United States, with an aggregate appraised value of One Hundred Seventy-Four Million Dollars ($174,000,000), as set forth in the appraisal report prepared by Keymark Valuation Group LLC, Report No. KVG-2025-0214, dated February 22, 2025 (the "Keymark Appraisal");

B. Existing Management Fee. Under Section 4.03 of the LPA, Pinnacle, in its capacity as general partner and day-to-day manager of the Partnership's properties, is entitled to receive a management fee equal to three and one-half percent (3.5%) of the gross revenues of the Partnership's portfolio properties (the "Existing Management Fee"), payable monthly from the operating accounts of the Partnership;

C. The Deadlock and Chancery Proceeding. The Partnership has been in a state of deadlock since mid-2024 with respect to, among other things, a proposed refinancing of certain portfolio properties in the aggregate amount of Sixty-Two Million Dollars ($62,000,000) and a disputed capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000). As a result of such deadlock and the Parties' inability to resolve their differences through informal negotiation, on December 2, 2024, Briarwood 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 Proceeding");

D. Wind-Down Agreement. On March 14, 2025, the Parties executed a binding Term Sheet for Consensual Wind-Down setting forth the principal terms pursuant to which the Parties agreed to dissolve the Partnership in an orderly fashion. In furtherance of such Term Sheet, the Parties have entered into that certain Wind-Down Agreement, dated as of the date hereof, among Briarwood, Pinnacle, and Greystone (the "Wind-Down Agreement"), which provides for the consensual dissolution and orderly wind-down of the Partnership, including the marketing and sale of all seven (7) portfolio properties and the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware, targeted for completion no later than December 31, 2025; and

E. Purpose of This Side Letter. In connection with the Wind-Down Agreement, the Parties have agreed to reduce the management fee payable to Pinnacle during the wind-down period in order to reflect the transitional nature of Pinnacle's property management responsibilities and the anticipated timeline for the disposition of the Portfolio Properties (as defined below). This Side Letter Agreement memorializes the terms of such fee reduction as contemplated by Section 3.04(c) of the Wind-Down Agreement, and is being executed contemporaneously with the Wind-Down Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

SECTION 1 — DEFINITIONS

For purposes of this Side Letter Agreement, the following terms shall have the meanings set forth below:

1.1 "Effective Date" means the date of execution of the Wind-Down Agreement.

1.2 "Wind-Down Period" means the period commencing on the Effective Date and ending on the earlier to occur of: (a) the date on which all seven (7) Portfolio Properties have been sold and conveyed to third-party purchasers (or to Pinnacle, pursuant to Pinnacle's right of first offer set forth in Section 5.02 of the Wind-Down Agreement); and (b) the date on which the Certificate of Cancellation of Greystone Realty Partners, L.P. (Delaware File No. 7284613) is filed with the Secretary of State of the State of Delaware.

1.3 "Gross Revenues" shall have the meaning set forth in Section 4.03 of the LPA — that is, all revenues generated by the Portfolio Properties, including, without limitation, rental income, common-area-maintenance reimbursements, parking revenues, and other operating income, but expressly excluding proceeds from the sale or other disposition of any Portfolio Property (including, for the avoidance of doubt, any sale proceeds, earnest money deposits forfeited by prospective purchasers, and any break-up fees or similar amounts received in connection with a failed sale transaction).

1.4 "Portfolio Properties" means the seven (7) properties owned by the Partnership, as follows:

(a) Station Square, located at 1400 Chestnut Street, Philadelphia, Pennsylvania 19102;

(b) Harborview Place, located at 201 South Columbus Boulevard, Philadelphia, Pennsylvania 19106;

(d) Riverside Centre, located at 515 North Charles Street, Baltimore, Maryland 21201;

(e) Federal Hill Lofts, located at 1020 Light Street, Baltimore, Maryland 21230;

(f) Courthouse Plaza, located at 2100 Clarendon Boulevard, Arlington, Virginia 22201; and

(g) Walnut Bridge, located at 3722 Walnut Street, Philadelphia, Pennsylvania 19104.

1.5 "Reduced Management Fee" has the meaning set forth in Section 2.1 hereof.

1.6 General Definitions. Capitalized terms used but not otherwise defined in this Side Letter Agreement shall have the meanings ascribed to them in the Wind-Down Agreement or, if not defined therein, in the LPA. References to "Sections" are to sections of this Side Letter Agreement unless the context indicates otherwise.

SECTION 2 — REDUCTION OF MANAGEMENT FEE

2.1 Reduced Rate.

Effective as of the Effective Date and continuing throughout the Wind-Down Period, Pinnacle's management fee for the day-to-day property management of the Portfolio Properties shall be reduced from three and one-half percent (3.5%) of Gross Revenues (as provided in Section 4.03 of the LPA) to two percent (2.0%) of Gross Revenues (the "Reduced Management Fee"). For the avoidance of doubt, the Reduced Management Fee represents a reduction of one hundred fifty (150) basis points from the Existing Management Fee.

The Reduced Management Fee shall apply to Gross Revenues attributable to each Portfolio Property only for so long as such Portfolio Property remains owned by the Partnership. Upon the sale, conveyance, and transfer of any individual Portfolio Property to a third-party purchaser (or to Pinnacle pursuant to its right of first offer under the Wind-Down Agreement), no further management fee of any kind shall accrue with respect to such sold property, and the Reduced Management Fee shall thereafter be calculated solely with respect to the Gross Revenues attributable to the remaining Portfolio Properties still owned by the Partnership. Nothing herein shall be construed to entitle Pinnacle to any management fee or other compensation with respect to the transition or handover of management responsibilities following the closing of any individual property sale.

2.2 Supersession of LPA Provision.

During the Wind-Down Period, this Side Letter Agreement shall supersede and replace the management fee provisions of Section 4.03 of the LPA solely to the extent that such provisions are inconsistent with the terms of this Agreement. To the extent that Section 4.03 of the LPA addresses matters not addressed by this Side Letter Agreement, such provisions of the LPA shall remain in full force and effect.

In all other respects, Pinnacle's rights, duties, and obligations as general partner and property manager under the LPA — including, without limitation, Pinnacle's duty to maintain, operate, insure, and manage the Portfolio Properties in the ordinary course of business consistent with prudent commercial real estate management practices — shall remain in full force and effect during the Wind-Down Period. Nothing in this Side Letter Agreement shall be deemed to diminish, alter, or otherwise affect any fiduciary duty or other obligation that Pinnacle owes to Briarwood or to the Partnership under the LPA or applicable law.

2.3 No Other Fee Modifications.

Except as expressly set forth in this Section 2, no other fees, reimbursements, or compensation payable to Pinnacle under the LPA (including, without limitation, reimbursement of reasonable out-of-pocket expenses incurred by Pinnacle in connection with its property management duties, and any construction management fees or development fees provided for under the LPA) shall be modified, reduced, or otherwise affected by this Side Letter Agreement. The Parties acknowledge and agree that the scope of this Agreement is strictly limited to the modification of the management fee rate as set forth in Section 2.1.

SECTION 3 — INVOICING AND PAYMENT

3.1 Monthly Invoicing.

Pinnacle shall submit to Briarwood and to Greystone a monthly invoice for the Reduced Management Fee, which invoice shall be delivered no later than the fifteenth (15th) day of each calendar month for Gross Revenues earned during the immediately preceding calendar month. Each such invoice shall set forth in reasonable detail:

(a) the Gross Revenues for each Portfolio Property for the applicable calendar month, broken down by revenue category (including rental income, common-area-maintenance reimbursements, parking revenues, and other operating income);

(b) the calculation of the Reduced Management Fee at two percent (2.0%) of such Gross Revenues for each Portfolio Property that remained owned by the Partnership during the applicable month; and

Each invoice shall be accompanied by such supporting documentation as Briarwood may reasonably request, including monthly rent rolls, bank statements for property-level operating accounts, and accounts receivable aging reports. Pinnacle shall use commercially reasonable efforts to ensure the accuracy and completeness of all invoices submitted hereunder.

3.2 Payment from Partnership Operating Accounts.

The Reduced Management Fee shall be paid from the Partnership's operating accounts within fifteen (15) business days of delivery of the applicable invoice to Briarwood and Greystone. Payments shall be made by wire transfer of immediately available funds or by automated clearing house (ACH) transfer to the bank account designated by Pinnacle in writing. Pinnacle shall provide wire transfer instructions to the Partnership and to Briarwood promptly following the Effective Date and shall give not less than ten (10) business days' prior written notice of any change in such instructions.

3.3 Proration. For any partial calendar month at the beginning or end of the Wind-Down Period, or upon the disposition of any Portfolio Property during a calendar month, the Reduced Management Fee shall be prorated on a per-diem basis based on the actual number of days in such calendar month during which the applicable Portfolio Property was owned by the Partnership. For purposes of such proration, the date of closing of the sale of a Portfolio Property shall be included as a day during which such property was owned by the Partnership. By way of illustration, if Harborview Place is sold and conveyed on April 15, 2025, the Reduced Management Fee for Harborview Place for the month of April shall be calculated as two percent (2.0%) of the Gross Revenues attributable to Harborview Place for April 1 through April 15, divided by thirty (30) (the total number of days in April), multiplied by fifteen (15).

3.4 Audit Rights.

Briarwood shall have the right, upon not less than ten (10) business days' prior written notice and during normal business hours, to inspect and audit Pinnacle's books and records relating to Gross Revenues and the calculation of the Reduced Management Fee. Any such audit may be conducted by Briarwood's internal representatives or by Fieldstone Accounting Partners LLP, the Partnership's outside accountant, located at 2000 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103. Pinnacle shall cooperate fully with any such audit and shall provide reasonable access to all relevant books, records, accounts, and supporting documentation. If any audit reveals an overpayment of the Reduced Management Fee in excess of one percent (1%) of the aggregate amount invoiced during the audited period, Pinnacle shall bear the reasonable costs and expenses of such audit and shall promptly refund the amount of any such overpayment to the Partnership. The audit rights set forth in this Section 3.4 shall survive the termination of this Side Letter Agreement for a period of two (2) years.

SECTION 4 — PINNACLE'S OBLIGATIONS DURING WIND-DOWN PERIOD

4.1 Continuation of Property Management Functions. During the Wind-Down Period, Pinnacle shall continue to perform all property management functions for the Portfolio Properties in accordance with its duties and obligations as general partner and property manager under the LPA, including, without limitation: leasing of vacant space; maintenance and repair of the Portfolio Properties and their mechanical, electrical, and structural systems; tenant relations and communications; collection of rents and other amounts due from tenants; vendor management and supervision of third-party service providers; procurement and maintenance of all required insurance coverages; compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances (including, without limitation, building codes, fire safety requirements, and environmental laws); and preparation and filing of all required governmental reports and filings. Pinnacle shall manage the Portfolio Properties in a commercially reasonable manner consistent with the standards of care applicable to prudent commercial property managers in the Mid-Atlantic region.

4.2 Cooperation with Disposition Broker. Pinnacle shall cooperate fully and in good faith with Meridian Capital Advisors LLC, located at 1700 Market Street, 28th Floor, Philadelphia, Pennsylvania 19103, the disposition broker engaged pursuant to Section 4.01(a) of the Wind-Down Agreement (Engagement Reference No. MCA-GRP-2025-001) (the "Disposition Broker"), in connection with the marketing, sale, and disposition of the Portfolio Properties. Without limiting the generality of the foregoing, Pinnacle shall:

(a) facilitate property inspections and site tours by prospective purchasers and their representatives, brokers, lenders, and appraisers, upon reasonable notice and at reasonable times;

(b) provide due diligence access to all property-level books, records, leases, service contracts, permits, certificates of occupancy, environmental reports, title documents, surveys, and other information and materials reasonably requested by prospective purchasers or the Disposition Broker;

(c) coordinate orderly management transitions upon the closing of each property sale, including the transfer of tenant security deposits, prepaid rents, service contracts, and building keys and access credentials to the applicable purchaser; and

(d) refrain from entering into any new leases, lease amendments, or material service contracts with respect to any Portfolio Property without the prior written consent of Briarwood, except as may be required to maintain occupancy levels and property operations in the ordinary course of business consistent with the Wind-Down Agreement.

4.3 Monthly Operating Reports. Pinnacle shall provide monthly operating reports to Briarwood and to Greystone, consistent with the reporting obligations set forth in Section 6.01 of the LPA. Such reports shall be delivered no later than the twentieth (20th) day of each calendar month for the immediately preceding calendar month and shall include, at a minimum, property-level income statements, balance sheets, accounts receivable and accounts payable aging schedules, leasing activity summaries, capital expenditure reports, and narrative summaries of material developments at each Portfolio Property.

SECTION 5 — TERMINATION

5.1 Automatic Termination. This Side Letter Agreement shall automatically terminate, without the need for any further action by either Party, upon the expiration of the Wind-Down Period (as defined in Section 1.2 hereof).

5.2 Effect of Termination. Upon termination of this Side Letter Agreement, no further management fees of any kind shall accrue or be payable to Pinnacle under this Side Letter Agreement or under Section 4.03 of the LPA. The termination of this Side Letter Agreement shall not affect any rights or obligations of the Parties that have accrued prior to the date of termination, and any Reduced Management Fee amounts that have been properly invoiced in accordance with Section 3.1 but remain unpaid as of the termination date shall remain due and payable and shall be satisfied from Partnership assets in accordance with the distribution waterfall and priority of payments set forth in Article VII of the Wind-Down Agreement (specifically, as a component of "wind-down expenses" as defined therein).

5.3 Survival. The provisions of Section 3.4 (Audit Rights), Section 5.2 (Effect of Termination), Section 6 (Relationship to Other Agreements), Section 7 (Representations and Acknowledgments), and Section 8 (General Provisions) shall survive the termination of this Side Letter Agreement.

SECTION 6 — RELATIONSHIP TO OTHER AGREEMENTS

6.1 Wind-Down Agreement.

This Side Letter Agreement is entered into in connection with, and as contemplated by, the Wind-Down Agreement and shall be construed in conjunction therewith. The Parties acknowledge that this Side Letter Agreement forms an integral part of the overall framework of agreements governing the consensual wind-down of the Partnership. In the event of any conflict or inconsistency between the terms of this Side Letter Agreement and the terms of the Wind-Down Agreement with respect to the management fee payable to Pinnacle during the Wind-Down Period, the terms of this Side Letter Agreement shall control and prevail.

6.2 LPA. This Side Letter Agreement constitutes a modification of the LPA solely with respect to Section 4.03 thereof (relating to the management fee payable to Pinnacle) and solely for the duration of the Wind-Down Period. All other provisions of the LPA shall remain in full force and effect during the Wind-Down Period, except to the extent expressly modified by the Wind-Down Agreement. Upon termination of this Side Letter Agreement, whether by reason of the completion of all property dispositions, the filing of the Certificate of Cancellation, or otherwise, Section 4.03 of the LPA shall be of no further force or effect, as the Partnership will have been dissolved and its affairs wound up.

6.3 Escrow Agreement.

Unpaid or disputed Reduced Management Fee amounts shall not be subject to the contingent-liability escrow (the "Escrow") established under that certain Escrow Agreement, dated as of the date hereof, among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc., as escrow agent (Escrow Account No. ESC-2025-40071) (the "Escrow Agreement"), unless the Parties otherwise agree in writing. The Parties acknowledge that the Escrow is intended to address contingent and disputed liabilities of the Partnership other than the Reduced Management Fee, and that the management fee obligations set forth herein are expected to be satisfied from the Partnership's operating accounts in the ordinary course as provided in Section 3.2 above.

SECTION 7 — REPRESENTATIONS AND ACKNOWLEDGMENTS

7.1 Authority. Each Party hereby represents and warrants to the other Party that:

(a) it is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;

(b) it has full power and authority to execute, deliver, and perform its obligations under this Side Letter Agreement;

(c) the execution, delivery, and performance of this Side Letter Agreement have been duly authorized by all necessary action on the part of such Party, and no further approvals or consents are required;

(d) this Side Letter Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity; and

(e) the execution, delivery, and performance of this Side Letter Agreement do not and will not violate, conflict with, or result in a breach of any provision of such Party's organizational documents or any agreement, instrument, order, judgment, or decree to which such Party is a party or by which it is bound.

Without limiting the generality of the foregoing, Pinnacle represents and warrants that Victor A. Sandoval, in his capacity as Managing Member of Pinnacle, is duly authorized to execute this Side Letter Agreement on behalf of Pinnacle. Briarwood represents and warrants that Elliot R. Briarwood, in his capacity as Sole Managing Member of Briarwood, is duly authorized to execute this Side Letter Agreement on behalf of Briarwood.

7.2 Acknowledgment of Wind-Down Context.

The Parties acknowledge and agree that the fee reduction set forth in Section 2 of this Side Letter Agreement is a material term of the negotiated consensual wind-down of the Partnership and was a condition to Briarwood's agreement to permit Pinnacle to continue serving as property manager for the Portfolio Properties during the Wind-Down Period, rather than engaging a third-party property management firm. Pinnacle specifically acknowledges that the Reduced Management Fee reflects the transitional, limited, and time-bounded nature of Pinnacle's management role during the disposition process, and that Pinnacle has accepted the Reduced Management Fee voluntarily and with the advice of independent legal counsel. Neither Party shall assert that the Reduced Management Fee was the product of duress, undue influence, or inadequate consideration.

SECTION 8 — GENERAL PROVISIONS

8.1 Governing Law.

This Side Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would require the application of the laws of any other jurisdiction.

8.2 Jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Side Letter Agreement, or the breach, termination, or validity hereof, shall be resolved exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, in the Superior Court of the State of Delaware sitting in New Castle County). Each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction and venue of such courts for the purpose of any such action, suit, or proceeding. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

8.3 Notices. All notices, requests, demands, consents, and other communications under this Side Letter Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (with tracking and confirmation of receipt), or (c) sent by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 8.3):

If to Briarwood:

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:

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.

8.4 Amendments. This Side Letter Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Briarwood and Pinnacle. No course of dealing between the Parties and no delay or failure on the part of either Party in exercising any right, power, or privilege under this Side Letter Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

8.5 Counterparts. This Side Letter Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same force and effect as delivery of a manually executed original counterpart. Electronic signatures, including signatures transmitted in .pdf format, shall be deemed to be original signatures for all purposes.

8.6 Entire Agreement.

Together with the Wind-Down Agreement, the Escrow Agreement, the Mutual Release Agreement dated as of the date hereof among the Parties, and the LPA, this Side Letter Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, term sheets, letters of intent, and agreements, whether oral or written, with respect to the reduction of the management fee payable to Pinnacle during the wind-down of the Partnership.

8.7 Successors and Assigns.

This Side Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or delegate any of its obligations under this Side Letter Agreement without the prior written consent of the other Party, and any purported assignment or delegation in violation of this Section 8.7 shall be null and void and of no force or effect.

8.8 Severability. If any provision of this Side Letter Agreement, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Side Letter Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated thereby. To the extent permitted by applicable law, the Parties hereby waive any provision of law that renders any provision of this Side Letter Agreement invalid, illegal, or unenforceable in any respect. The Parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that, as closely as possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have caused this Side Letter Agreement to be executed as of the date first written above by their respective duly authorized representatives.

BRIARWOOD FAMILY OFFICE LLC

By: ________

Name: Elliot R. Briarwood

Title: Sole Managing Member

Date: ________

PINNACLE HOLDINGS GROUP LLC

By: ________

Name: Victor A. Sandoval

Title: Managing Member

Date: ________

ACKNOWLEDGMENT

The undersigned hereby acknowledges and agrees with respect to the payment of the Reduced Management Fee from Partnership operating accounts, as set forth in Section 3.2 of the foregoing Side Letter Agreement:

GREYSTONE REALTY PARTNERS, L.P.

By: Pinnacle Holdings Group LLC, its General Partner

By: ________

Name: Victor A. Sandoval

Title: Managing Member of Pinnacle Holdings Group LLC, General Partner

Date: ________

SIDE LETTER AGREEMENT
Reduction of Management Fee During Wind-Down Period
Dated as of ____, 2025
This Side Letter Agreement (this "Side Letter Agreement" or this "Agreement") is entered into as of the date first written above, by and between:
BRIARWOOD FAMILY OFFICE LLC, a Delaware limited liability company, with its principal office at 712 Park Avenue, 18th Floor, New York, NY 10021 ("Briarwood"),
and
PINNACLE HOLDINGS GROUP LLC, a Delaware limited liability company, with its principal office at 400 King Street, Suite 310, Wilmington, DE 19801 ("Pinnacle," and together with Briarwood, the "Parties," and each individually, a "Party").
RECITALS
WHEREAS:
A. The Partnership. Briarwood is the holder of a fifty-five percent (55%) limited partner interest, and Pinnacle is the holder of a forty-five percent (45%) general partner interest, in Greystone Realty Partners, L.P., a Delaware limited partnership ("Greystone" or the "Partnership"), which was formed on June 14, 2018, and 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 to the Amended and Restated Agreement of Limited Partnership, dated as of March 3, 2020 (as so amended, collectively, the "LPA"). The Partnership's principal office is located at 400 King Street, Suite 310, Wilmington, Delaware 19801, and the Partnership maintains a property management office at 1925 Walnut Street, Suite 600, Philadelphia, Pennsylvania 19103. Greystone holds a portfolio of seven (7) mixed-use commercial properties located in the Mid-Atlantic region of the United States, with an aggregate appraised value of One Hundred Seventy-Four Million Dollars ($174,000,000), as set forth in the appraisal report prepared by Keymark Valuation Group LLC, Report No. KVG-2025-0214, dated February 22, 2025 (the "Keymark Appraisal");
B. Existing Management Fee. Under Section 4.03 of the LPA, Pinnacle, in its capacity as general partner and day-to-day manager of the Partnership's properties, is entitled to receive a management fee equal to three and one-half percent (3.5%) of the gross revenues of the Partnership's portfolio properties (the "Existing Management Fee"), payable monthly from the operating accounts of the Partnership;
C. The Deadlock and Chancery Proceeding. The Partnership has been in a state of deadlock since mid-2024 with respect to, among other things, a proposed refinancing of certain portfolio properties in the aggregate amount of Sixty-Two Million Dollars ($62,000,000) and a disputed capital call in the amount of Eight Million Two Hundred Thousand Dollars ($8,200,000). As a result of such deadlock and the Parties' inability to resolve their differences through informal negotiation, on December 2, 2024, Briarwood 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 Proceeding");
D. Wind-Down Agreement. On March 14, 2025, the Parties executed a binding Term Sheet for Consensual Wind-Down setting forth the principal terms pursuant to which the Parties agreed to dissolve the Partnership in an orderly fashion. In furtherance of such Term Sheet, the Parties have entered into that certain Wind-Down Agreement, dated as of the date hereof, among Briarwood, Pinnacle, and Greystone (the "Wind-Down Agreement"), which provides for the consensual dissolution and orderly wind-down of the Partnership, including the marketing and sale of all seven (7) portfolio properties and the filing of a Certificate of Cancellation with the Secretary of State of the State of Delaware, targeted for completion no later than December 31, 2025; and
E. Purpose of This Side Letter. In connection with the Wind-Down Agreement, the Parties have agreed to reduce the management fee payable to Pinnacle during the wind-down period in order to reflect the transitional nature of Pinnacle's property management responsibilities and the anticipated timeline for the disposition of the Portfolio Properties (as defined below). This Side Letter Agreement memorializes the terms of such fee reduction as contemplated by Section 3.04(c) of the Wind-Down Agreement, and is being executed contemporaneously with the Wind-Down Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SECTION 1 — DEFINITIONS
For purposes of this Side Letter Agreement, the following terms shall have the meanings set forth below:
1.1 "Effective Date" means the date of execution of the Wind-Down Agreement.
1.2 "Wind-Down Period" means the period commencing on the Effective Date and ending on the earlier to occur of: (a) the date on which all seven (7) Portfolio Properties have been sold and conveyed to third-party purchasers (or to Pinnacle, pursuant to Pinnacle's right of first offer set forth in Section 5.02 of the Wind-Down Agreement); and (b) the date on which the Certificate of Cancellation of Greystone Realty Partners, L.P. (Delaware File No. 7284613) is filed with the Secretary of State of the State of Delaware.
1.3 "Gross Revenues" shall have the meaning set forth in Section 4.03 of the LPA — that is, all revenues generated by the Portfolio Properties, including, without limitation, rental income, common-area-maintenance reimbursements, parking revenues, and other operating income, but expressly excluding proceeds from the sale or other disposition of any Portfolio Property (including, for the avoidance of doubt, any sale proceeds, earnest money deposits forfeited by prospective purchasers, and any break-up fees or similar amounts received in connection with a failed sale transaction).
1.4 "Portfolio Properties" means the seven (7) properties owned by the Partnership, as follows:
(a) Station Square, located at 1400 Chestnut Street, Philadelphia, Pennsylvania 19102;
(b) Harborview Place, located at 201 South Columbus Boulevard, Philadelphia, Pennsylvania 19106;
(c) Brandywine Commons, located at 800 North King Street, Wilmington, Delaware 19801;
(d) Riverside Centre, located at 515 North Charles Street, Baltimore, Maryland 21201;
(e) Federal Hill Lofts, located at 1020 Light Street, Baltimore, Maryland 21230;
(f) Courthouse Plaza, located at 2100 Clarendon Boulevard, Arlington, Virginia 22201; and
(g) Walnut Bridge, located at 3722 Walnut Street, Philadelphia, Pennsylvania 19104.
1.5 "Reduced Management Fee" has the meaning set forth in Section 2.1 hereof.
1.6 General Definitions. Capitalized terms used but not otherwise defined in this Side Letter Agreement shall have the meanings ascribed to them in the Wind-Down Agreement or, if not defined therein, in the LPA. References to "Sections" are to sections of this Side Letter Agreement unless the context indicates otherwise.
SECTION 2 — REDUCTION OF MANAGEMENT FEE
2.1 Reduced Rate.
Effective as of the Effective Date and continuing throughout the Wind-Down Period, Pinnacle's management fee for the day-to-day property management of the Portfolio Properties shall be reduced from three and one-half percent (3.5%) of Gross Revenues (as provided in Section 4.03 of the LPA) to two percent (2.0%) of Gross Revenues (the "Reduced Management Fee"). For the avoidance of doubt, the Reduced Management Fee represents a reduction of one hundred fifty (150) basis points from the Existing Management Fee.
The Reduced Management Fee shall apply to Gross Revenues attributable to each Portfolio Property only for so long as such Portfolio Property remains owned by the Partnership. Upon the sale, conveyance, and transfer of any individual Portfolio Property to a third-party purchaser (or to Pinnacle pursuant to its right of first offer under the Wind-Down Agreement), no further management fee of any kind shall accrue with respect to such sold property, and the Reduced Management Fee shall thereafter be calculated solely with respect to the Gross Revenues attributable to the remaining Portfolio Properties still owned by the Partnership. Nothing herein shall be construed to entitle Pinnacle to any management fee or other compensation with respect to the transition or handover of management responsibilities following the closing of any individual property sale.
2.2 Supersession of LPA Provision.
During the Wind-Down Period, this Side Letter Agreement shall supersede and replace the management fee provisions of Section 4.03 of the LPA solely to the extent that such provisions are inconsistent with the terms of this Agreement. To the extent that Section 4.03 of the LPA addresses matters not addressed by this Side Letter Agreement, such provisions of the LPA shall remain in full force and effect.
In all other respects, Pinnacle's rights, duties, and obligations as general partner and property manager under the LPA — including, without limitation, Pinnacle's duty to maintain, operate, insure, and manage the Portfolio Properties in the ordinary course of business consistent with prudent commercial real estate management practices — shall remain in full force and effect during the Wind-Down Period. Nothing in this Side Letter Agreement shall be deemed to diminish, alter, or otherwise affect any fiduciary duty or other obligation that Pinnacle owes to Briarwood or to the Partnership under the LPA or applicable law.
2.3 No Other Fee Modifications.
Except as expressly set forth in this Section 2, no other fees, reimbursements, or compensation payable to Pinnacle under the LPA (including, without limitation, reimbursement of reasonable out-of-pocket expenses incurred by Pinnacle in connection with its property management duties, and any construction management fees or development fees provided for under the LPA) shall be modified, reduced, or otherwise affected by this Side Letter Agreement. The Parties acknowledge and agree that the scope of this Agreement is strictly limited to the modification of the management fee rate as set forth in Section 2.1.
SECTION 3 — INVOICING AND PAYMENT
3.1 Monthly Invoicing.
Pinnacle shall submit to Briarwood and to Greystone a monthly invoice for the Reduced Management Fee, which invoice shall be delivered no later than the fifteenth (15th) day of each calendar month for Gross Revenues earned during the immediately preceding calendar month. Each such invoice shall set forth in reasonable detail:
(a) the Gross Revenues for each Portfolio Property for the applicable calendar month, broken down by revenue category (including rental income, common-area-maintenance reimbursements, parking revenues, and other operating income);
(b) the calculation of the Reduced Management Fee at two percent (2.0%) of such Gross Revenues for each Portfolio Property that remained owned by the Partnership during the applicable month; and
(c) the aggregate Reduced Management Fee due and payable to Pinnacle for such calendar month.
Each invoice shall be accompanied by such supporting documentation as Briarwood may reasonably request, including monthly rent rolls, bank statements for property-level operating accounts, and accounts receivable aging reports. Pinnacle shall use commercially reasonable efforts to ensure the accuracy and completeness of all invoices submitted hereunder.
3.2 Payment from Partnership Operating Accounts.
The Reduced Management Fee shall be paid from the Partnership's operating accounts within fifteen (15) business days of delivery of the applicable invoice to Briarwood and Greystone. Payments shall be made by wire transfer of immediately available funds or by automated clearing house (ACH) transfer to the bank account designated by Pinnacle in writing. Pinnacle shall provide wire transfer instructions to the Partnership and to Briarwood promptly following the Effective Date and shall give not less than ten (10) business days' prior written notice of any change in such instructions.
3.3 Proration.  For any partial calendar month at the beginning or end of the Wind-Down Period, or upon the disposition of any Portfolio Property during a calendar month, the Reduced Management Fee shall be prorated on a per-diem basis based on the actual number of days in such calendar month during which the applicable Portfolio Property was owned by the Partnership. For purposes of such proration, the date of closing of the sale of a Portfolio Property shall be included as a day during which such property was owned by the Partnership. By way of illustration, if Harborview Place is sold and conveyed on April 15, 2025, the Reduced Management Fee for Harborview Place for the month of April shall be calculated as two percent (2.0%) of the Gross Revenues attributable to Harborview Place for April 1 through April 15, divided by thirty (30) (the total number of days in April), multiplied by fifteen (15).
3.4 Audit Rights.
Briarwood shall have the right, upon not less than ten (10) business days' prior written notice and during normal business hours, to inspect and audit Pinnacle's books and records relating to Gross Revenues and the calculation of the Reduced Management Fee. Any such audit may be conducted by Briarwood's internal representatives or by Fieldstone Accounting Partners LLP, the Partnership's outside accountant, located at 2000 Market Street, Suite 1500, Philadelphia, Pennsylvania 19103. Pinnacle shall cooperate fully with any such audit and shall provide reasonable access to all relevant books, records, accounts, and supporting documentation. If any audit reveals an overpayment of the Reduced Management Fee in excess of one percent (1%) of the aggregate amount invoiced during the audited period, Pinnacle shall bear the reasonable costs and expenses of such audit and shall promptly refund the amount of any such overpayment to the Partnership. The audit rights set forth in this Section 3.4 shall survive the termination of this Side Letter Agreement for a period of two (2) years.
SECTION 4 — PINNACLE'S OBLIGATIONS DURING WIND-DOWN PERIOD
4.1 Continuation of Property Management Functions. During the Wind-Down Period, Pinnacle shall continue to perform all property management functions for the Portfolio Properties in accordance with its duties and obligations as general partner and property manager under the LPA, including, without limitation: leasing of vacant space; maintenance and repair of the Portfolio Properties and their mechanical, electrical, and structural systems; tenant relations and communications; collection of rents and other amounts due from tenants; vendor management and supervision of third-party service providers; procurement and maintenance of all required insurance coverages; compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances (including, without limitation, building codes, fire safety requirements, and environmental laws); and preparation and filing of all required governmental reports and filings. Pinnacle shall manage the Portfolio Properties in a commercially reasonable manner consistent with the standards of care applicable to prudent commercial property managers in the Mid-Atlantic region.
4.2 Cooperation with Disposition Broker. Pinnacle shall cooperate fully and in good faith with Meridian Capital Advisors LLC, located at 1700 Market Street, 28th Floor, Philadelphia, Pennsylvania 19103, the disposition broker engaged pursuant to Section 4.01(a) of the Wind-Down Agreement (Engagement Reference No. MCA-GRP-2025-001) (the "Disposition Broker"), in connection with the marketing, sale, and disposition of the Portfolio Properties. Without limiting the generality of the foregoing, Pinnacle shall:
(a) facilitate property inspections and site tours by prospective purchasers and their representatives, brokers, lenders, and appraisers, upon reasonable notice and at reasonable times;
(b) provide due diligence access to all property-level books, records, leases, service contracts, permits, certificates of occupancy, environmental reports, title documents, surveys, and other information and materials reasonably requested by prospective purchasers or the Disposition Broker;
(c) coordinate orderly management transitions upon the closing of each property sale, including the transfer of tenant security deposits, prepaid rents, service contracts, and building keys and access credentials to the applicable purchaser; and
(d) refrain from entering into any new leases, lease amendments, or material service contracts with respect to any Portfolio Property without the prior written consent of Briarwood, except as may be required to maintain occupancy levels and property operations in the ordinary course of business consistent with the Wind-Down Agreement.
4.3 Monthly Operating Reports. Pinnacle shall provide monthly operating reports to Briarwood and to Greystone, consistent with the reporting obligations set forth in Section 6.01 of the LPA. Such reports shall be delivered no later than the twentieth (20th) day of each calendar month for the immediately preceding calendar month and shall include, at a minimum, property-level income statements, balance sheets, accounts receivable and accounts payable aging schedules, leasing activity summaries, capital expenditure reports, and narrative summaries of material developments at each Portfolio Property.
SECTION 5 — TERMINATION
5.1 Automatic Termination. This Side Letter Agreement shall automatically terminate, without the need for any further action by either Party, upon the expiration of the Wind-Down Period (as defined in Section 1.2 hereof).
5.2 Effect of Termination. Upon termination of this Side Letter Agreement, no further management fees of any kind shall accrue or be payable to Pinnacle under this Side Letter Agreement or under Section 4.03 of the LPA. The termination of this Side Letter Agreement shall not affect any rights or obligations of the Parties that have accrued prior to the date of termination, and any Reduced Management Fee amounts that have been properly invoiced in accordance with Section 3.1 but remain unpaid as of the termination date shall remain due and payable and shall be satisfied from Partnership assets in accordance with the distribution waterfall and priority of payments set forth in Article VII of the Wind-Down Agreement (specifically, as a component of "wind-down expenses" as defined therein).
5.3 Survival. The provisions of Section 3.4 (Audit Rights), Section 5.2 (Effect of Termination), Section 6 (Relationship to Other Agreements), Section 7 (Representations and Acknowledgments), and Section 8 (General Provisions) shall survive the termination of this Side Letter Agreement.
SECTION 6 — RELATIONSHIP TO OTHER AGREEMENTS
6.1 Wind-Down Agreement.
This Side Letter Agreement is entered into in connection with, and as contemplated by, the Wind-Down Agreement and shall be construed in conjunction therewith. The Parties acknowledge that this Side Letter Agreement forms an integral part of the overall framework of agreements governing the consensual wind-down of the Partnership. In the event of any conflict or inconsistency between the terms of this Side Letter Agreement and the terms of the Wind-Down Agreement with respect to the management fee payable to Pinnacle during the Wind-Down Period, the terms of this Side Letter Agreement shall control and prevail.
6.2 LPA.  This Side Letter Agreement constitutes a modification of the LPA solely with respect to Section 4.03 thereof (relating to the management fee payable to Pinnacle) and solely for the duration of the Wind-Down Period. All other provisions of the LPA shall remain in full force and effect during the Wind-Down Period, except to the extent expressly modified by the Wind-Down Agreement. Upon termination of this Side Letter Agreement, whether by reason of the completion of all property dispositions, the filing of the Certificate of Cancellation, or otherwise, Section 4.03 of the LPA shall be of no further force or effect, as the Partnership will have been dissolved and its affairs wound up.
6.3 Escrow Agreement.
Unpaid or disputed Reduced Management Fee amounts shall not be subject to the contingent-liability escrow (the "Escrow") established under that certain Escrow Agreement, dated as of the date hereof, among Briarwood, Pinnacle, Greystone, and Concord Title & Escrow Services, Inc., as escrow agent (Escrow Account No. ESC-2025-40071) (the "Escrow Agreement"), unless the Parties otherwise agree in writing. The Parties acknowledge that the Escrow is intended to address contingent and disputed liabilities of the Partnership other than the Reduced Management Fee, and that the management fee obligations set forth herein are expected to be satisfied from the Partnership's operating accounts in the ordinary course as provided in Section 3.2 above.
SECTION 7 — REPRESENTATIONS AND ACKNOWLEDGMENTS
7.1 Authority.  Each Party hereby represents and warrants to the other Party that:
(a) it is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware;
(b) it has full power and authority to execute, deliver, and perform its obligations under this Side Letter Agreement;
(c) the execution, delivery, and performance of this Side Letter Agreement have been duly authorized by all necessary action on the part of such Party, and no further approvals or consents are required;
(d) this Side Letter Agreement constitutes the legal, valid, and binding obligation of such Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity; and
(e) the execution, delivery, and performance of this Side Letter Agreement do not and will not violate, conflict with, or result in a breach of any provision of such Party's organizational documents or any agreement, instrument, order, judgment, or decree to which such Party is a party or by which it is bound.
Without limiting the generality of the foregoing, Pinnacle represents and warrants that Victor A. Sandoval, in his capacity as Managing Member of Pinnacle, is duly authorized to execute this Side Letter Agreement on behalf of Pinnacle. Briarwood represents and warrants that Elliot R. Briarwood, in his capacity as Sole Managing Member of Briarwood, is duly authorized to execute this Side Letter Agreement on behalf of Briarwood.
7.2 Acknowledgment of Wind-Down Context.
The Parties acknowledge and agree that the fee reduction set forth in Section 2 of this Side Letter Agreement is a material term of the negotiated consensual wind-down of the Partnership and was a condition to Briarwood's agreement to permit Pinnacle to continue serving as property manager for the Portfolio Properties during the Wind-Down Period, rather than engaging a third-party property management firm. Pinnacle specifically acknowledges that the Reduced Management Fee reflects the transitional, limited, and time-bounded nature of Pinnacle's management role during the disposition process, and that Pinnacle has accepted the Reduced Management Fee voluntarily and with the advice of independent legal counsel. Neither Party shall assert that the Reduced Management Fee was the product of duress, undue influence, or inadequate consideration.
SECTION 8 — GENERAL PROVISIONS
8.1 Governing Law.
This Side Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict-of-laws principles thereof that would require the application of the laws of any other jurisdiction.
8.2 Jurisdiction.  Any dispute, controversy, or claim arising out of or relating to this Side Letter Agreement, or the breach, termination, or validity hereof, shall be resolved exclusively in the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction, in the Superior Court of the State of Delaware sitting in New Castle County). Each Party hereby irrevocably consents and submits to the exclusive personal jurisdiction and venue of such courts for the purpose of any such action, suit, or proceeding. Each Party hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue in any such court or that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
8.3 Notices.  All notices, requests, demands, consents, and other communications under this Side Letter Agreement shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by nationally recognized overnight courier service (with tracking and confirmation of receipt), or (c) sent by certified mail, return receipt requested, postage prepaid, addressed as follows (or to such other address as a Party may designate by notice given in accordance with this Section 8.3):
If to Briarwood:
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:
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.
8.4 Amendments.  This Side Letter Agreement may not be amended, modified, supplemented, or waived except by a written instrument duly executed by both Briarwood and Pinnacle. No course of dealing between the Parties and no delay or failure on the part of either Party in exercising any right, power, or privilege under this Side Letter Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
8.5 Counterparts.  This Side Letter Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile, electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same force and effect as delivery of a manually executed original counterpart. Electronic signatures, including signatures transmitted in .pdf format, shall be deemed to be original signatures for all purposes.
8.6 Entire Agreement.
Together with the Wind-Down Agreement, the Escrow Agreement, the Mutual Release Agreement dated as of the date hereof among the Parties, and the LPA, this Side Letter Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, term sheets, letters of intent, and agreements, whether oral or written, with respect to the reduction of the management fee payable to Pinnacle during the wind-down of the Partnership.
8.7 Successors and Assigns.
This Side Letter Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign any of its rights or delegate any of its obligations under this Side Letter Agreement without the prior written consent of the other Party, and any purported assignment or delegation in violation of this Section 8.7 shall be null and void and of no force or effect.
8.8 Severability.  If any provision of this Side Letter Agreement, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, the remaining provisions of this Side Letter Agreement shall continue in full force and effect and shall not be affected, impaired, or invalidated thereby. To the extent permitted by applicable law, the Parties hereby waive any provision of law that renders any provision of this Side Letter Agreement invalid, illegal, or unenforceable in any respect. The Parties shall endeavor in good faith to replace any invalid, illegal, or unenforceable provision with a valid provision that, as closely as possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have caused this Side Letter Agreement to be executed as of the date first written above by their respective duly authorized representatives.
BRIARWOOD FAMILY OFFICE LLC
By: ________
Name: Elliot R. Briarwood
Title: Sole Managing Member
Date: ________
PINNACLE HOLDINGS GROUP LLC
By: ________
Name: Victor A. Sandoval
Title: Managing Member
Date: ________
ACKNOWLEDGMENT
The undersigned hereby acknowledges and agrees with respect to the payment of the Reduced Management Fee from Partnership operating accounts, as set forth in Section 3.2 of the foregoing Side Letter Agreement:
GREYSTONE REALTY PARTNERS, L.P.
By: Pinnacle Holdings Group LLC, its General Partner
By: ________
Name: Victor A. Sandoval
Title: Managing Member of Pinnacle Holdings Group LLC, General Partner
Date: ________

SIDE LETTER AGREEMENT

RECITALS

WHEREAS:

BRIARWOOD FAMILY OFFICE LLC

PINNACLE HOLDINGS GROUP LLC

ACKNOWLEDGMENT

GREYSTONE REALTY PARTNERS, L.P.

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