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Full title: Stipulation and Agreed Order (I) Withdrawing Claims of Amerisure Mutual Insurance Company; and (II) Directing Payment of Policy Dividend to Arena Aztec Shaffer, LLC, Signed on 9/9/2021 (Related document(s):379 Stipulation) (TylerLaws) (Entered: 09/09/2021)

Document posted on Sep 8, 2021 in the bankruptcy, 4 pages and 0 tables.

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In re: § § Case No. 20-35600 ASAIG, LLC, et al., § § Chapter 11 Debtors.1 § § (Jointly Administered) STIPULATION AND AGREED ORDER (I) WITHDRAWING CLAIMS OF AMERISURE MUTUAL INSURANCE COMPANY; AND (II) DIRECTING PAYMENT OF POLICY DIVIDEND TO ARENA AZTEC SHAFFER, LLC ASAIG, LLC and ASAIG SubCo, LLC f/k/a Aztec/Shaffer, LLC, the above-captioned debtors and debtors in possession (collectively, the “Debtors”), Amerisure Mutual Insurance Company On April 12, 2021, Amerisure filed Proof of Claim No. 19 in the Chapter 11 Case of Debtor ASAIG, LLC (Case No. 20-35600) in the amount of $92,501.32 and Proof of Claim No. 14 in the Chapter 11 Case of Debtor ASAIG SubCo, LLC f/k/a Aztec/Shaffer, LLC (Case 1 The debtors and debtors in possession in these chapter 11 cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: ASAIG SubCo, LLC f/k/a Aztec / Shaffer, LLC (2038); and ASAIG, LLC (2323).Pursuant to the Sale Order and APA: (i) the insurance policies and related agreements between the Debtors and Amerisure were designated as Assumed Contracts, and were assumed and assigned to Buyer; and (ii) the Purchased Assets expressly include all rights, title, and interests of either Debtor with respect to such Assumed Contracts, including the right to receive the Policy Dividend from Amerisure.Amerisure’s Proof of Claim No. 19 filed in the Chapter 11 Case of Debtor ASAIG, LLC (Case No. 20-35600), and Proof of Claim No. 14 filed in the Chapter 11 Case of Debtor ASAIG

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ENTERED September 09, 20 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Cler HOUSTON DIVISION In re: § § Case No. 20-35600 ASAIG, LLC, et al., § § Chapter 11 Debtors.1 § § (Jointly Administered) STIPULATION AND AGREED ORDER (I) WITHDRAWING CLAIMS OF AMERISURE MUTUAL INSURANCE COMPANY; AND (II) DIRECTING PAYMENT OF POLICY DIVIDEND TO ARENA AZTEC SHAFFER, LLC ASAIG, LLC and ASAIG SubCo, LLC f/k/a Aztec/Shaffer, LLC, the above-captioned debtors and debtors in possession (collectively, the “Debtors”), Amerisure Mutual Insurance Company (“Amerisure”), and Arena Aztec Shaffer, LLC (“Buyer”), hereby enter into this Stipulation and Agreed Order (I) Withdrawing Claims of Amerisure Mutual Insurance Company; and (II) Directing Payment of Policy Dividend to Arena Aztec Shaffer, LLC, and agree as follows: BACKGROUND 1. On November 17, 2020, the Debtors filed voluntary petitions for relief (the “Chapter 11 Cases”) under chapter 11, title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (as amended and modified, the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). 2. On April 12, 2021, Amerisure filed Proof of Claim No. 19 in the Chapter 11 Case of Debtor ASAIG, LLC (Case No. 20-35600) in the amount of $92,501.32 and Proof of Claim No. 14 in the Chapter 11 Case of Debtor ASAIG SubCo, LLC f/k/a Aztec/Shaffer, LLC (Case 1 The debtors and debtors in possession in these chapter 11 cases, along with the last four digits of their respective Employer Identification Numbers, are as follows: ASAIG SubCo, LLC f/k/a Aztec / Shaffer, LLC (2038); and ASAIG, LLC (2323). The Debtors’ service address is: 601 W. 6th Street, Houston, Texas 77007.

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No. 20-35675) in the amount of $92,501.32. Collectively, Amerisure’s Proofs of Claim Nos. 14 and 19 are referred to herein as the “Claims.” Amerisure’s Claims were partially secured by a right of setoff against a policy dividend in the amount of $32,120.00 (the “Policy Dividend”). 3. On April 16, 2021, the Court entered its Order (I) Authorizing and Approving the Sale of Substantially All of the Debtors’ Assets Free and Clear of Liens, Claims, Encumbrances and Other Interests, (II) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (III) Granting Related Relief [ECF # 296] (the “Sale Order”) which, among other things, approved the Sale of the Debtors’ Purchased Assets to Buyer. 4. The Sale of the Debtors’ Purchased Assets to Buyer closed on April 23, 2021 in accordance with the terms and conditions of that certain Asset Purchase Agreement (the “APA”)2 dated April 23, 2021 between the Debtors and Buyer. 5. Pursuant to the Sale Order and APA: (i) the insurance policies and related agreements between the Debtors and Amerisure were designated as Assumed Contracts, and were assumed and assigned to Buyer; and (ii) the Purchased Assets expressly include all rights, title, and interests of either Debtor with respect to such Assumed Contracts, including the right to receive the Policy Dividend from Amerisure. 6. In connection with the assumption and assignment to Buyer of the insurance policies and related agreements between the Debtors and Amerisure, Buyer promptly paid the applicable Cure Amount due and owing to Amerisure. 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Sale Order or APA, as applicable.

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STIPULATION AND AGREED ORDER NOW, THEREFORE, the Debtors, Amerisure, and Buyer stipulate, and the Court hereby adopts such stipulation and ORDERS as follows: 1. Amerisure’s Proof of Claim No. 19 filed in the Chapter 11 Case of Debtor ASAIG, LLC (Case No. 20-35600), and Proof of Claim No. 14 filed in the Chapter 11 Case of Debtor ASAIG SubCo, LLC, f/k/a Aztec/Shaffer, LLC (Case No. 20-35675), are hereby withdrawn and expunged from the claims register. 2. Amerisure’s Claims have been satisfied in full by Buyer’s payment of the applicable Cure Amount due and owing to Amerisure, and Amerisure shall have no further claims against the Debtors or the Liquidating Trust established pursuant to the Debtors’ Amended Joint Combined Chapter 11 Plan and Disclosure Statement [ECF # 376]. 3. Amerisure is authorized and directed promptly to remit payment of the Policy Dividend in the amount of $32,120.00 to Buyer in accordance with Buyer’s payment instructions and/or as and when Buyer and Amerisure otherwise may agree. 4. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. SignSeigdn: e_d_:_ S_O_ecp_tt_oe_bm_erb_ e_1r_7 _0, _92_,0 _21_08_2_1_, 2021. __________ _________________________________ THE HONO_R__A_B_L__E_ M__A_R__V_I_N_ _IS__G_U__R_ _____________ UNITED STATES BANKRMUaPrTviCnY Is JgUurD GE United States Bankruptcy Judge

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AGREED TO FORM AND SUBSTANCE: OKIN ADAMS LLP MELTZER, PURTILL & STELLE, LLC By: /s/ Matthew S. Okin By: /s/ Timothy W. Brink Matthew S. Okin Timothy W. Brink Texas Bar No. 00784695 Illinois ARDC No. 06215802 Email: mokin@okinadams.com Email: tbrink@mpslaw.com David L. Curry, Jr. 300 S. Wacker Drive, Suite 2300 Texas Bar No. 24065107 Chicago, Illinois 60606 Email: dcurry@okinadams.com Tel: (312) 461-4335 Ryan A. O’Connor Fax: (312) 987-9854 Texas Bar No. 24098190 Email: roconnor@okinadams.com 1113 Vine St., Suite 240 ATTORNEYS FOR AMERISURE MUTUAL Houston, Texas 77002 INSURANCE COMPANY Tel: (713) 228-4100 Fax: (888) 865-2118 ATTORNEYS FOR THE DEBTORS FOLEY & LARDNER LLP By: /s/ Sharon M. Beausoleil Sharon M. Beausoleil Texas Bar No. 24025245 Email: sbeausoleil@foley.com 1000 Louisiana Street, Suite 2000 Houston, Texas 77002 Tel: (713) 276-5500 Fax: (713) 276-5555 ATTORNEYS FOR ARENA AZTEC SHAFFER, LLC

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