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Full title: Amended Disclosure Statement for the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee Filed by Debtor Professional Financial Investors, Inc.. (Katz, Ori) (Entered: 04/16/2021)

Document posted on Apr 15, 2021 in the bankruptcy, 158 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

one (1) Class B PFI Trust Interest for each dollar of Allowed Investor Subordinated Claims (anresulting fractional PFI Trust Interests will be rounded to the nearest hundredth of such PFI Tru27 Allowed Class 5 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Investor Restitution Claims held by th14 applicable Investor and one (1) Class B PFI Trust Interest for each dollar of Allowed InvestoSubordinated Claims (any resulting fractional PFI Trust Interests will be rounded to the neare15 hundredth of such PFI Trust Interest with five thousandths thereof rounded upto the next hundredt and (ii) the other consideration provided for in the Investor Claims Special Provisions set forth i16 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders o23 Allowed Class 7 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Other Unsecured Claims held by th24 applicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the nearehundredth of such Class A PFI Trust Interest with five thousandths thereof rounded upto the ne 25 hundredth).The PFI Trustee, the PFI Trust and the OpCo shall b26 discharged or terminated, as the case may be, at such time as: (a) the PFI Trustee determines that thpursuit of additional PFI Trust Actions is not likely to yield sufficient additional proceeds to justif27 further pursuit of such PFI Holders of PFI Trust Interests, which report and account sets forth (i) the assets and liabilities of thPFI Trust at the end of such calendar year or upon termination and the receipts and disbursements o15 the PFI Trust for such calendar year or period, and (ii) changes in the PFI Trust Assets and actiontaken by the PFI Trustee in the performance of its duties under the Plan or the PFI Trust Agreeme16 that the PFI Trustee determines in its discretion may be relevant to Holders of PFI Trust Interestsuch as material changes or actions that, in the opinion of the PFI Trustee, may have a material effe17 on the PFI Trust Assets that were not previously reported.

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1 THIS DOCUMENT IS NOT A SOLICITATION OF VOTES ON THE PLAN. VOTES MAY NOT BSOLICITED UNTIL THE BANKRUPTCY COURT HAS APPROVED A DISCLOSURE STATEMENT. THI2 DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BUT HAS NOT YET BEEAPPROVED BY THE BANKRUPTCY COURT. ALL OF THE INFORMATION IN THIS PROPOSE3 DISCLOSURE STATEMENT IS SUBJECT TO CHANGE. THIS DISCLOSURE STATEMENT IS NOT AOFFER TO SELL ANY SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY ANY SECURITIES. 4 Ori Katz (CA Bar No. 209561) Debra I. Grassgreen (CA Bar No. 169978) J. Barrett Marum (CA Bar No. 228628) John D. Fiero (CA Bar No. 136557) 5 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) Gianna Segretti (CA Bar No. 323645) PACHULSKI STANG ZIEHL & JONES LLP 6 SHEPPARD, MULLIN, RICHTER & 150 California Street, 15th Floor HAMPTON LLP San Francisco, CA 94111 7 (A Limited Partnership Including Professional Telephone: (415) 263-7000 Corporations) Facsimile: (415) 263-7010 8 Four Embarcadero Center, 17th Floor E-mail: dgrassgreen@pszjlaw.com San Francisco, CA 94111-4019 jfiero@pszjlaw.com 9 Telephone: (415) 434-9100 cmackle@pszjlaw.com Facsimile: (415) 434-3947 10 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 11 mklinger@sheppardmullin.com Counsel to the Official Committee of Unsecure gsegretti@sheppardmullin.com Creditors 12 Counsel to Debtors and Debtors in Possession 13 UNITED STATES BANKRUPTCY COURT 14 NORTHERN DISTRICT OF CALIFORNIA 15 SAN FRANCISCO DIVISION 16 Chapter 11 17 In re: Case No. 20-30604 18 PROFESSIONAL FINANCIAL INVESTORS, INC., et al.,1 (Jointly Administered) 19 Debtors. AMENDED DISCLOSURE STATEMENT 20 FOR THE AMENDED JOINT CHAPTER 11 PLAN OF PROFESSIONAL 21 FINANCIAL INVESTORS, INC. AND ITS AFFILIATED DEBTORS PROPOSED BY 22 THE DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED 23 CREDITORS AND SUPPORTED BY THE AD HOC LLC MEMBERS COMMITTEE 24 AND THE AD HOC DOT NOTEHOLDERS COMMITTEE 25 26 27 1 A complete list of the Debtors, the last four digits of their federal tax identification numbers, and the28

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1 DISCLAIMER 2 THIS DISCLOSURE STATEMENT PROVIDES INFORMATION REGARDING THAMENDED JOINT CHAPTER 11 PLAN OF PROFESSIONAL FINANCIAL INVESTOR3 INC. AND ITS AFFILIATED DEBTORS PROPOSED BY THE DEBTORS AND OFFICIACOMMITTEE OF UNSECURED CREDITORS AND SUPPORTED BY THE AD HOC LL4 MEMBERS COMMITTEE AND THE AD HOC DOT NOTEHOLDERS COMMITTE5 WHICH BANKRUPTCY PLAN THE PLAN PROPONENTS ARE SEEKING TO HAVCONFIRMED BY THE BANKRUPTCY COURT. THE INFORMATION CONTAINED I6 THIS DISCLOSURE STATEMENT IS INCLUDED FOR PURPOSES OF SOLICITINACCEPTANCES TO, AND CONFIRMATION OF, THE PLAN AND MAY NOT B7 RELIED ON FOR ANY OTHER PURPOSE. APPROVAL OF THIS DISCLOSURSTATEMENT DOES NOT CONSTITUTE A DETERMINATION O 8 RECOMMENDATION BY THE BANKRUPTCY COURT REGARDING THE FAIRNES9 OR THE MERITS OF THE PLAN. 10 THIS DISCLOSURE STATEMENT CONTAINS SUMMARIES OF CERTAIPROVISIONS OF THE PLAN, CERTAIN STATUTORY PROVISIONS, AND CERTAI11 DOCUMENTS RELATING TO THE PLAN. IN THE EVENT OF ANY CONFLICINCONSISTENCY, OR DISCREPANCY BETWEEN THE TERMS AND PROVISIONS I12 THE PLAN AND THIS DISCLOSURE STATEMENT, THE PLAN SHALL GOVERN FO13 ALL PURPOSES. ALL HOLDERS OF CLAIMS SHOULD READ THIS DISCLOSURSTATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING ON THE PLAN14 THE STATEMENTS CONTAINED HEREIN HAVE BEEN MADE AS OF THE DAT15 HEREOF UNLESS OTHERWISE SPECIFIED. HOLDERS OF CLAIMS AND EQUITINTERESTS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER A16 THE TIME OF SUCH REVIEW THAT THERE HAVE BEEN NO CHANGES IN TH17 FACTS SET FORTH HEREIN. ALTHOUGH THE DEBTORS HAVE MADE AN EFFORTO DISCLOSE WHERE CHANGES IN PRESENT CIRCUMSTANCES COUL18 REASONABLY BE EXPECTED TO AFFECT MATERIALLY THE RECOVERIES UNDETHE PLAN, THIS DISCLOSURE STATEMENT IS QUALIFIED TO THE EXTEN19 CERTAIN EVENTS DO OR DO NOT OCCUR. 20 THIS DISCLOSURE STATEMENT HAS BEEN PREPARED IN ACCORDANCE WITSECTION 1125 OF THE BANKRUPTCY CODE AND NOT NECESSARILY I21 ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR ANY OTHE22 NON-BANKRUPTCY LAW. THIS DISCLOSURE STATEMENT HAS NOT BEEAPPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AN23 EXCHANGE COMMISSION (THE “SEC”) OR ANY FEDERAL, STATE, LOCAL, OFOREIGN REGULATORY AGENCY, NOR HAS THE SEC OR ANY OTHER SUC24 AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THE STATEMENT25 CONTAINED IN THIS DISCLOSURE STATEMENT. ALL PERSONS OR ENTITIESHOULD EVALUATE THIS DISCLOSURE STATEMENT AND THE PLAN IN LIGHT O26 THE SPECIFIC PURPOSE FOR WHICH THE DOCUMENTS WERE PREPARED. 27 THE PLAN PROPONENTS MAKE STATEMENTS IN THIS DISCLOSURE STATEMENTHAT MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS UNDER TH28

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1 MATTERS ARE NOT GUARANTEES AND REPRESENT THE DEBTORS’ ESTIMATEAND ASSUMPTIONS ONLY AS OF THE DATE SUCH STATEMENTS WERE MADE AN2 INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHEUNKNOWN FACTORS THAT COULD IMPACT THE PLAN PROPONENTS’ PLAN O3 DISTRIBUTIONS THEREUNDER. IN ADDITION TO STATEMENTS THA4 EXPLICITLY DESCRIBE SUCH RISKS AND UNCERTAINTIES, READERS ARE URGETO CONSIDER STATEMENTS LABELED WITH THE TERMS “BELIEVES,” “BELIEF,5 “EXPECTS,” “INTENDS,” “ANTICIPATES,” “PLANS,” OR SIMILAR TERMS TO BUNCERTAIN AND FORWARD-LOOKING. CREDITORS AND OTHER INTERESTE6 PARTIES SHOULD ALSO REVIEW THE SECTION OF THIS DISCLOSURSTATEMENT ENTITLED “RISK FACTORS” FOR A DISCUSSION OF CERTAI7 FACTORS THAT MAY AFFECT THE PLAN AND DISTRIBUTIONS THEREUNDER. 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 TABLE OF CONTENTS 2 Pag 3 4 GENERAL OVERVIEW AND SUMMARY ............................................................................. 1 5 I. INTRODUCTION .......................................................................................................... 5 A. Overview of the Plan ........................................................................................... 5 6 1. General Structure of the Plan ................................................................... 5 7 8 2. Summary of Treatment of Claims and Equity Interests Under the Plan .... 6 B. Plan Voting Instructions and Procedures ............................................................. 7 9 1. Voting Rights .......................................................................................... 7 10 11 2. Solicitation Materials ............................................................................... 9 12 3. Election on Investor Ballots to Contribute Certain Claims.......................11 13 4. Confirmation Hearing and Deadline for Objections to Confirmation .......12 14 II. BACKGROUND ...........................................................................................................12 A. Debtors’ Organizational Structure and Real Property Assets...............................12 15 B. Debtors’ Ponzi Scheme ......................................................................................14 16 1. Initial Discovery of the Ponzi Scheme ....................................................14 17 2. Indictment of Louis Wallach and His Admissions of Guilt ......................15 18 3. Further Confirmation of Debtors’ Fraudulent Business Operations 19 from FTI and Anticipated Litigation By the Unsecured Creditors’ 20 Committee ..............................................................................................16 C. Commencement of the Chapter 11 Cases ............................................................17 21 III. THE CHAPTER 11 CASES ..........................................................................................19 22 A. First Day and Other Routine Orders and Employment Applications ...................19 23 B. Use of Cash Collateral ........................................................................................20 24 C. Appointment of the Unsecured Creditors’ Committee.........................................21 D. Schedules and Statements of Financial Affairs ...................................................21 25 E. Claims Bar Dates ...............................................................................................21 26 F. Post-Petition Operations .....................................................................................22 27 G. Wallach Related Agreements..............................................................................22 28 H. Denial of the U.S. Trustee’s Motion to Appoint a Trustee or Examiner ..............23

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1 I. Motion for Authorization to File Involuntary Bankruptcy Petitions Against Related Entities ..................................................................................................24 2 J. Extension of Exclusivity Periods ........................................................................25 3 K. Motion for Approval of the Committee Agreement with the Ad Hoc Committees ........................................................................................................25 4 L. Pending Investigations/Proceedings ....................................................................26 5 M. Plan Negotiations and the Settlement Under the Plan..........................................26 6 IV. OVERVIEW OF PROVISIONS RELATING TO THE GLOBAL COMPROMISE 7 AND SETTLEMENT SUPPORTING THE PLAN STRUCTURE .................................26 A. Comprehensive Compromise and Settlement Under the Plan ..............................27 8 1. Substantive Consolidation Issues ............................................................27 9 10 2. Ponzi Scheme Issues ...............................................................................28 11 3. Proposed Settlement Relating to DOT Noteholder Claims ......................30 12 4. Proposed Settlement Relating to PFI LLC Members ...............................32 13 5. Proposed Settlement Relating to TIC Interests ........................................33 14 6. Provisions Relating to Avoidance Actions and Other Causes of Actions ...................................................................................................33 15 B. The Settlement Provisions in the Plan are Fair and Reasonable and in the Best 16 Interest of All Creditors. .....................................................................................34 17 V. RISK FACTORS ...........................................................................................................35 A. Parties May Object to the Plan’s Classification of Claims and Equity Interests ...35 18 B. The Plan Proponents May Not Be Able to Obtain Confirmation of the Plan........35 19 C. The Conditions Precedent to the Effective Date of the Plan May Not Occur .......35 20 D. Claims Estimation and Allowance of Claims ......................................................36 21 E. Potential Pursuit of PFI Trust Actions Against Creditors and Others ..................36 22 F. Risks Regarding Real Estate ...............................................................................37 G. Securities Law Considerations ............................................................................38 23 VI. CONFIRMATION OF the PLAN ..................................................................................39 24 A. The Confirmation Hearing ..................................................................................39 25 B. Requirements for Confirmation of the Plan.........................................................40 26 C. Best Interests of Creditors ..................................................................................41 27 D. Feasibility ..........................................................................................................42 E. Acceptance by Impaired Classes.........................................................................42 28

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1 F. Confirmation Without Acceptance by All Impaired Classes ...............................43 2 1. No Unfair Discrimination .......................................................................43 3 2. Fair and Equitable Test ...........................................................................44 4 G. Alternatives to Confirmation and Consummation of the Plan..............................44 VII. CERTAIN SECURITIES LAW CONSEQUENCES OF THE PLAN ............................44 5 A. General ..............................................................................................................45 6 1. Status as Securities .................................................................................45 7 B. Exemption From Offer and Sale of Securities Act and Blue Sky Laws ...............45 8 1. Issuance of PFI Trust Interests under Plan...............................................45 9 2. Securities Issued in Reliance of Section 4(a)(2) of the Securities Act, 10 Regulation D and/or Regulation S ...........................................................47 11 3. Resale of PFI Trust Interests After Plan Effective Date ...........................48 12 VIII. CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ....................................................................................................................49 13 A. Certain U.S. Federal Income Tax Consequences of the PFI Trust .......................53 14 B. Consequences to Holders of Claims Generally ...................................................55 15 C. Consequences to PFI Trust Beneficiaries ............................................................57 16 D. Withholding on Distributions, and Information Reporting ..................................60 17 IX. RECOMMENDATION .................................................................................................62 18 19 EXHIBITS & SCHEDULES 20 EXHIBIT A Joint Chapter 11 Plan 21 EXHIBIT B Corporate Organizational Chart 22 EXHIBIT C Liquidation Analysis / Plan Recovery Analysis 23 EXHIBIT D Non-Exclusive Description of Preserved PFI Trust Actions 24 SCHEDULE 1 Schedule of the Real Properties 25 SCHEDULE 2 Schedule of Excluded Parties 26 SCHEDULE 3 Schedule of Non-Investor First-Priority Lender Claims 27 SCHEDULE 4 Schedule of Properties Subject to DOT Noteholders’ Deeds of Trust 28

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1 THE EXHIBITS AND SCHEDULES ATTACHED TO THIS DISCLOSURE STATEMENT ARE INCORPORATED BY REFERENCE AS THOUGH 2 FULLY SET FORTH HEREIN 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 GENERAL OVERVIEW AND SUMMARY 2 This disclosure statement (the “Disclosure Statement”) describes in detail the historic3 background that led to the bankruptcy cases of Professional Financial Investors, Inc. (“PFI”) and it4 affiliated debtors and debtors in possession (collectively with PFI, the “Debtors”), explains what ha5 happened in the months since the commencement of the Chapter 11 Cases, and sets forth th6 treatment of creditors in the Amended Joint Chapter 11 Plan of Professional Financial Investor7 Inc. and its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecure8 Creditors and Supported By the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholder9 Committee (as may be amended, the “Plan”).2 This overview and summary highlights the mai10 points discussed in the Disclosure Statement, and should be read in conjunction with the remainde11 of the Disclosure Statement and the Plan. This general overview and summary is qualified by th12 express terms of the Plan. 13 Further, provided herewith as a separate document is a brief summary of the Pla14 together with statements of the Ad Hoc Committees in support of the Plan, which should b15 reviewed by all Investors and other parties in interest. 16 Originally founded by Ken Casey (“Casey”), the Debtors comprise a group of related entitie17 that directly or indirectly own, manage and/or otherwise control various real properties in Californi18 including Marin and Sonoma Counties in Northern California.3 Although touted and marketed t19 Investors as a premier real estate investment and management firm, in fact, the business was nothin20 more than a “Ponzi scheme.” After the death of Casey in May 2020, new management was installe21 and the Debtors’ prior fraudulent scheme was uncovered.4 22 23 2 A copy of the Plan is attached hereto as Exhibit A. All capitalized terms used but not define24 herein shall have the meanings provided to such terms in the Plan. 25 3 Overall, the Debtors own either direct or indirect interests in approximately seventy (70) reproperty locations (collectively, the “Real Properties”), primarily consisting of apartment building26 and office parks. A Schedule of the Real Properties is attached hereto as Schedule 1. 27 4 The Debtors’ history, prepetition operations, and circumstances leading to the Debtors’ Chapter 1Cases, including further facts relating to the Ponzi scheme perpetrated by Casey and his cohorts, ar28

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1 Following the revelation of the massive Ponzi scheme and the resulting bankruptcy filing2 the Plan Proponents, together with the Ad Hoc Committees, have worked diligently to maximiz3 recoveries for the Debtors’ Investors and other creditors. Since even before the commencement 4 the Chapter 11 Cases, the investor body has played a critical role by organizing themselves to ensurthat Investors’ interests are well-represented, and, through both the appointment of the Unsecure5 Creditors’ Committee and the formation of the Ad Hoc Committees, Investors of all types ar6 ensured an active and representative role in the bankruptcy process. To this end, the Debtors and th7 Committees, through months of open cooperation, information gathering and negotiation for th8 benefit of all Investors, reached a global resolution, embodied in the proposed Plan, aimed at: (9 mitigating the damage inflicted by Casey’s (and others’) having operated the Debtors as a Pon10 scheme; and (ii) developing a level playing field that attempts to treat all aggrieved Investors equall11 and fairly. 12 Significantly, the proposed Plan is a “single pot” plan, meaning that under the Pla13 generally, all of the assets and liabilities of all Debtors and non-debtor affiliates will be pooled an14 consolidated for distribution purposes. This is legally referred to under the Plan as “substantiv15 consolidation.5 As a result of such substantive consolidation, among other things: 16 • Creditors of any Debtor entity are treated as if they have a claim against the entire P17 enterprise, rather than a particular Debtor. 18 • Any and all purported equity interests of an Investor in any Debtor shall be automaticall19 cancelled and extinguished as of the Effective Date, and deemed and treated as Investo20 Claims of the Investor pursuant to the Plan, regardless of the pre-petition designation21 used by the Debtors and/or Investors. 22 • No certain type of Investors will receive a “premium” or other benefit based on the type 23 investment they held. Rather, each Investor’s Claim will be calculated in the sam24 manner, and each Investor will receive a proportional recovery from the PFI Trust base25 26 27 5 By way of example, if Entity A holds $100 of assets and owes $0 of liabilities, and Entity B hold$0 of assets and owes $100 of liabilities, and if those two entities are substantively consolidated, th28

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1 on such Investor’s allowed claim amount, after netting and any clawbacks are taken int2 account as described in the Plan. 3 To effectuate distributions to Investors and other creditors, the Plan provides for the creatio4 of the PFI Trust, which will own the Estates’ assets (including indirectly owning the Debtors’ ReProperties through an operating company, referred to as the “OpCo”) and will sell or otherwis5 dispose of those assets to generate cash, and will distribute that (and other) cash to creditor6 (including to Investors). The PFI Trust also will own litigation claims against third parties and ma7 generate cash through prosecution or settlement of those claims. Cash will be distributed by the P8 Trust to Investors and other creditors over time (as the PFI Trust collects on the PFI Trust Assets an9 the OpCo upstreams operating profits from and/or sale proceeds from the disposition of the Re10 Properties). 11 Critically, the Plan Proponents have ensured that creditors continue to have an advisory rol12 in connection with certain key decisions that will be made by the PFI Trust by creating a board 13 volunteers (“BOV”) to serve in connection with the PFI Trust. The proposed PFI Trustee (Micha14 Goldberg) has been jointly selected by the Unsecured Creditors’ Committee and the two Ad Ho15 Committees, and the three Committees are in the process of jointly selecting the members to serv16 on the BOV. 17 As further explained in the Plan Recovery Analysis included as part of Exhibit C attached 18 hereto, the Debtors estimate the following recoveries for Investors and other general unsecured 19 creditors under the Plan on account of such parties’ Class A PFI Trust Interests: 6 20 21 Class 4 DOT Noteholder Claims 35%-50% of “netted” Claims 22 Class 5 Non-DOT Investor Claims 35%-50% of “netted” Claims 23 Class 6 TIC Claims 35%-50% of Allowed Claims 24 Class 7 Other Unsecured Claims 35%-50% of Allowed Claims 25 6 These estimated recoveries do not take into account potential proceeds of the PFI Trust Actions becaus26 such litigation recoveries are unpredictable and highly contingent. Among other things, although the Debtobelieve that strong litigation claims may exist, the ability to collect any judgment on those claims remai27 unknown at this time. As such, the estimated recoveries set forth in this chart assumes recovery only oaccount of Class A PFI Trust Interests, and that the Class B PFI Trust Interests that comprise part of th28

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1 * * * 2 Investors will also receive additional consideration as set forth in further detail below and i3 the Investor Claims Special Provisions in Section 2.11.2 of the Plan. 4 The Debtors understand the precarious financial position that many Investors are in as result of the Ponzi scheme. The Plan Proponents, together with the Ad Hoc Committees, believe th5 the settlement reflected in the Plan, which is the result of extensive negotiations with significa6 Investor input, represents the best outcome of these unfortunate circumstances, and importantl7 provides the best prospect for Investors and other creditors to receive distributions as soon a8 reasonably possible. 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 I. 2 INTRODUCTION 3 The Debtors in the above-captioned Chapter 11 Cases and the Unsecured Creditor4 Committee hereby submit this Disclosure Statement pursuant to sections 1125 and 1126(b) of thBankruptcy Code, in connection with the solicitation of votes on the Joint Chapter 11 Plan 5 Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors an6 Official Committee of Unsecured Creditors and Supported By the Ad Hoc LLC Members Committe7 and the Ad Hoc DOT Noteholders Committee (as amended, modified, or supplemented from time t8 time pursuant to its terms, the “Plan”). A copy of the Plan is attached hereto as Exhibit A.7 Bot9 the Ad Hoc DOT Noteholders Committee and the Ad Hoc LLC Members Committee suppo10 the Confirmation of the Plan. 11 The purpose of this Disclosure Statement is to enable creditors (including Investors) whos12 Claims are Impaired under the Plan and who are entitled to vote on the Plan to make an informe13 decision when exercising their right to accept or reject the Plan. This Disclosure Statement sets fort14 certain information regarding the Debtors’ prepetition operating and financial history, their reason15 for seeking protection under chapter 11 of the Bankruptcy Code, the course of these Chapter 116 Cases, and the anticipated disposition of the Estate Assets. This Disclosure Statement als17 describes certain terms and provisions of the Plan, certain effects of Confirmation of the Pla18 certain risk factors associated with the Plan, and the manner in which Distributions will be mad19 under the Plan. In addition, this Disclosure Statement discusses the Confirmation process and th20 voting and election procedures that creditors entitled to vote under the Plan must follow for the21 votes to be counted. 22 A. Overview of the Plan 23 1. General Structure of the Plan 24 A bankruptcy plan is a vehicle for satisfying the rights of holders of claims against and equit25 interests in a debtor. Consummation of a plan is the overriding purpose of a chapter 11 case. Upo26 27 7 The summary of the Plan provided herein is qualified in its entirety by reference to the Plan. In the case 28

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1 confirmation and effectiveness, a plan becomes binding on the debtor and all of its creditors an2 equity interest holders. 3 In these Chapter 11 Cases, the Plan contemplates a restructuring of the Debtors and th4 Estate Assets into the PFI Trust and the OpCo operating company structure, and the orderlmonetization and other disposition of Estate Assets through such structure. The Debtors’ asset5 largely consist of direct or indirect interests in the Real Properties, Cash, and the PFI Trust Action6 under the Plan. The PFI Trust Actions include, but are not limited to, Causes of Action, Avoidanc7 Actions, Claims, remedies, or rights that may be brought by or on behalf of the Debtors or th8 Estates under chapter 5 of the Bankruptcy Code and related statutes or common law, as well as an9 other Claims, rights, or Causes of Action held by the Debtors’ Estates, including, without limitatio10 Contributed Claims transferred and assigned to the Debtors and the PFI Trust as part of the Plan. 11 2. Summary of Treatment of Claims and Equity Interests Under the Plan 12 The table below summarizes the classification and treatment of Claims and Equity Interest13 under the Plan. 14 THE PROJECTED RECOVERIES FOR CLAIMS IN CLASSES 4, 5, 6, AND 7 SE15 FORTH IN THE TABLE BELOW ARE ESTIMATES ONLY AND ACTUAL RECOVERIE16 MAY DIFFER.8 FOR A COMPLETE DESCRIPTION OF THE CLASSIFICATION AN17 TREATMENT OF CLAIMS AND EQUITY INTERESTS, REFERENCE SHOULD BE MADE T18 THE PLAN. 19 20 21 22 23 24 25 26 27 28 8

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Table 1 on page 14. Back to List of Tables
CLASS DESCRIPTION IMPAIRED/
UNIMPAIRED
ENTITLED
TO VOTE?
None Administrative Claims Unimpaired No
None Professional Fee Claims Unimpaired No
None Involuntary Gap Claims Unimpaired No
None Priority Tax Claims Unimpaired No
Class 1 Non-Investor First-Priority
Lender Claims9
Impaired Yes
Class 2 Non-Investor Other Secured
Claims10
Unimpaired No
Class 3 Priority Claims Unimpaired No
Class 4 DOT Noteholder Claims11 Impaired Yes
Class 5 Non-DOT Investor Claims Impaired Yes
Class 6 TIC Claims Impaired Yes
Class 7 Other Unsecured Claims Impaired Yes
Class 8 Subordinated Claims Impaired No (deemed
to reject)
Class 9 Equity Interests Impaired No (deemed
to reject)
THE PLAN PROPONENTS BELIEVE THAT THE PLAN IS FAIR AND EQUITABL13 WILL MAXIMIZE RECOVERIES TO CREDITORS, AND IS IN THE BEST INTEREST14 OF THE DEBTORS AND THEIR STAKEHOLDERS. THE PLAN ALSO IS THPRODUCT OF THE PLAN PROPONENTS’ EXTENSIVE NEGOTIATION WITH, AND I15 SUPPORTED BY, BOTH THE AD HOC LLC MEMBERS COMMITTEE AND THE AHOC DOT NOTEHOLDERS COMMITTEE. FOR THESE REASONS, THE PLA16 PROPONENTS, TOGETHER WITH THE AD HOC LLC MEMBERS COMMITTEE AN17 THE AD HOC DOT NOTEHOLDERS COMMITTEE, URGE HOLDERS OF CLAIMS ANINTERESTS WHO ARE ENTITLED TO VOTE TO TIMELY RETURN THEIR BALLOT18 AND TO VOTE TO ACCEPT THE PLAN. 19 B. Plan Voting Instructions and Procedures 20 1. Voting Rights 21 Under the Bankruptcy Code, only classes of claims or interests that are “impaired” and th22 are not deemed as a matter of law to have rejected a plan under Bankruptcy Code section 1126 ar23 24 9 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Non-InvestFirst-Priority Lender Claim shall be deemed to be in its own subclass. A listing of Non-Investor First-Priorit25 Lender Claims is attached hereto as Schedule 3. 26 10 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Other SecureClaim shall be deemed to be in its own subclass. 27 11 For voting purposes and to comply with Bankruptcy Code section 1122(a), Allowed DOT NoteholdClaims shall be deemed to be in their own subclass on a property by property basis. See Schedule 4 attache28

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1 entitled to vote to accept or reject such plan. Any class that is “unimpaired” is not entitled to vote t2 accept or reject a plan and is conclusively presumed to have accepted such plan. As set forth i3 Bankruptcy Code section 1124, a class is “impaired” if the legal, equitable, or contractual right4 attaching to the claims or equity interests of that class are modified or altered by the proposed plaHolders of claims or interests within an impaired class are entitled to vote to accept or reject a plan 5 such claims or interests are “allowed” under Bankruptcy Code section 502. 6 Under the Bankruptcy Code, acceptance of a plan by a class of claims is determined b7 calculating the number and the amount of allowed claims voting to accept such plan. Acceptance b8 a class of claims requires more than one-half of the number of total allowed claims voting in th9 class to vote in favor of the plan and at least two-thirds in dollar amount of the total allowed claim10 voting in the class to vote in favor of the plan; only those non-insider holders that actually vote t11 accept or reject the plan are counted for purposes of determining whether these dollar and numb12 thresholds are met. Thus, a Class of Claims will have voted to accept the Plan only if two-thirds i13 amount and a majority in number that actually vote cast their Ballots in favor of acceptance. 14 Pursuant to the Plan, Claims in Class 1, Class 4, Class 5, Class 6, and Class 7 are Impaire15 by, and entitled to receive a Distribution under, the Plan, and only the Holders of Claims in thos16 Classes that are Allowed Claims or have been deemed allowed for voting purposes are entitled t17 vote to accept or reject the Plan. Only Holders of Claims in the aforementioned Classes as of th18 dates specific in the Solicitation Procedures Order (the “Voting Record Date”) may vote to accept 19 reject the Plan. 20 Pursuant to the Plan, Claims in Class 2 and Class 3 are Unimpaired by the Plan, and suc21 Holders are deemed to have accepted the Plan and are therefore not entitled to vote on the Plan. 22 The Plan Proponents have determined not to solicit the votes of Holders of any Othe23 Subordinated Claims in Class 8, and such Holders shall be deemed to have rejected the Plan an24 therefore, such Holders are not entitled to vote on the Plan. Pursuant to the Plan, Equity Interests i25 Class 9 will not receive or retain any property under the Plan on account of such Equity Interest26 and are therefore deemed to reject the Plan and are not entitled to vote on the Plan. 27 28

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1 2. Solicitation Materials 2 The Debtors, with the approval of the Bankruptcy Court, have engaged Donlin, Recano 3 Co., Inc. (the “Voting Agent”) to serve as the voting agent to process and tabulate Ballots and t4 generally oversee the voting process. The following materials constitute the solicitation package (th“Solicitation Package”): 5 6 • This Disclosure Statement, including the Plan and all other Exhibits and Schedules thereto; 7 • The Bankruptcy Court order provisionally approving this Disclosure Statement (th“Solicitation Procedures Order”) (excluding exhibits); 8 • The notice of, among other things, (i) the date, time, and place of the hearing to conside9 Confirmation of the Plan and related matters and (ii) the deadline for filing objections t10 Confirmation of the Plan (the “Confirmation Hearing Notice”); 11 • One or more Ballots, to be used in voting to accept or to reject the Plan and, in the case Investors the applicable instructions to vote and instructions for the following addition12 Ballot elections (the “Voting Instructions”): (i) to elect to contribute their ContributinClaims to the PFI Trust; and (ii) to either agree with the proposed amount of the Investo13 Claim FOR VOTING PURPOSES ONLY by taking no action with respect to the proposeInvestor Claim amount listed on the Ballot, OR object to such proposed Investor Claim FO14 VOTING PURPOSES ONLY pursuant to the Voting Instructions;12 15 • A pre-addressed, postage pre-paid return envelope; and 16 • Such other materials as the Bankruptcy Court may direct or approve. 17 18 The Debtors, through the Voting Agent, will distribute the Solicitation Package i19 accordance with the Solicitation Procedures Order. The Solicitation Package, exclusive of Ballot20 for Investors, is also available without charge at the Debtors’ restructuring website 21 https://www.donlinrecano.com/Clients/pfi/Index. On or before the date that is seven (7) days prior to the Voting Deadline (defined below), th22 Plan Proponents will File a Plan Supplement, which will contain additional information relating t23 the Plan and its implementation that you are encouraged to read, including, without limitation, th24 PFI Trust Agreement and a document further discussing certain tax implications of the Plan. As th25 26 27 12 The amount of the Investor Claim on the Ballot is for voting purposes only. Allowed Investor Claims fdistribution purposes shall be established separately in accordance with the process and procedures describe28

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1 Plan Supplement is updated or otherwise modified, it will be made available without charge at th2 Debtors’ restructuring website at https://www.donlinrecano.com/Clients/pfi/Index. 3 If you are the Holder of a Claim and believe that you are entitled to vote on the Plan, but yo4 did not receive a Ballot or your Ballot is damaged or illegible, or if you have any questionconcerning voting procedures, you should contact the Voting Agent by writing to: 5 6 Professional Financial Investors, Inc., et al. c/o Donlin, Recano & Co., Inc. 7 P.O. Box 199043 Blythebourne Station 8 Brooklyn, NY 11219 9 Toll Free: 1-877-283-0316 Email: pfiinfo@donlinrecano.com 10 Copies of the Plan, Disclosure Statement, and other documents Filed in these Chapter 11 Case11 (other than Ballots for Investors) also may be obtained free of charge at the Debtors’ restructurin12 website at https://www.donlinrecano.com/Clients/pfi/Index. 13 You are encouraged to read all of the materials in the Solicitation Package in their entiret14 including, without limitation, the Solicitation Procedures Order and the Voting Instructions f15 important information about how and when to cast your vote and special procedures for estimatin16 the amount of your claim FOR VOTING PURPOSES ONLY, among other things. 17 The deadline to vote on the Plan is [•], 2021 at 4:00 p.m. (prevailing Pacific Time) (th18 “Voting Deadline”). In order for your vote to be counted, your Ballot must be properly complete19 in accordance with the Voting Instructions on the Ballot, and actually received no later than th20 Voting Deadline. 21 ALL BALLOTS ARE ACCOMPANIED BY VOTING INSTRUCTIONS. IT I22 IMPORTANT THAT THE HOLDER OF A CLAIM ENTITLED TO VOTE FOLLOW TH23 SPECIFIC INSTRUCTIONS PROVIDED WITH EACH BALLOT. 24 The Voting Agent will process and tabulate Ballots for the Classes entitled to vote to acce25 or reject the Plan and will File a voting report (the “Voting Report”). The Voting Report wil26 among other things, describe every Ballot that does not conform to the Voting Instructions or th27 contains any form of irregularity, including, but not limited to, those Ballots that are late, illegible (i28

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1 whole or in material part), unidentifiable, lacking signatures, lacking necessary information, 2 damaged. 3 THE PLAN PROPONENTS, TOGETHER WITH THE AD HOC LLC MEMBER 4 COMMITTEE AND THE AD HOC DOT NOTEHOLDERS COMMITTEE, URG5 HOLDERS OF CLAIMS WHO ARE ENTITLED TO VOTE TO TIMELY RETURN THEIBALLOTS AND TO VOTE TO ACCEPT THE PLAN BY THE VOTING DEADLINE. 6 3. Election on Investor Ballots to Contribute Certain Claims 7 The Ballots also permit each Investor - Holder of a Class 4 Claim or a Class 5 Claim, o8 Class 6 Claim if the Holder thereof makes the TIC Investor Treatment Election, to elect to assign it9 Contributed Claims to the PFI Trust. By electing such option on its Ballot, the applicable Investo10 agrees that, subject to the occurrence of the Effective Date and the formation of the PFI Trust, it wi11 be deemed to have, among other things, assigned its Contributed Claims to the PFI Trust. Pursua12 to the Plan, “Contributed Claims” are all Causes of Action (1) that are legally assignable (includin13 Causes of Action that are legally assignable solely because of the preemptive effect of the Plan) th14 an Investor has against any Person that is not a Released Party and that are related in any way to th15 Debtors, their predecessors, their respective affiliates, or any Excluded Parties;13 and (2) for which 16 Contributing Claimant elects to contribute such Causes of Action on its Ballot. For the avoidance 17 doubt, the following are not Contributed Claims: (i) Causes of Action based upon loss of liens or lie18 priority, and (ii) Causes of Action by Investors against their own professionals, investment adviser19 or investment managers related to their decision to invest in PFI, PISF or any of the LLC/LP Debtor20 or the handling of such investments; provided, however, that any recoveries on such Causes o21 Action shall be Collateral Source Recoveries, as provided and further described in the Plan. 22 23 24 13 Such Causes of Action include those based on, arising out of, or related to: (a) the marketing, saland issuance of any investments related to the Debtors; (b) unlawful dividend, fraudule25 conveyance, fraudulent transfer, voidable transaction, or other avoidance claims under state 26 federal law; (c) the misrepresentation of any of the Debtors’ financial information, businesoperations, or related internal controls; (d) any failure to disclose, or actual or attempted cover up 27 obfuscation of, any of the wrongful conduct described in the Disclosure Statement, including irespect of any alleged fraud related thereto; and (e) aiding or abetting, entering into a conspirac28

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1 The Allowed Investor Claim for any such electing Investor will be enhanced by th2 Contributing Claimants Enhancement Multiplier (i.e., the applicable Investor’s Allowed Clai3 amount will be increased by 5%). Investors may also choose to make such election becaus4 aggregating all Contributed Claims and similar PFI Trust Actions may enable the pursuit ansettlement of such litigation claims in a more efficient and effective manner. 5 In the event a Holder intends to apply certain IRS safe harbor procedures relating to th6 deduction of losses realized by investors in certain fraudulent investment schemes (discussed mor7 fully below in Section VIII(C)), the transfer by such Holder of a claim against a third party to th8 liquidating trust may affect the manner in which such safe harbor procedures can b9 applied. Accordingly, Holders are urged to consult with their own tax advisors regarding th10 potential tax consequences to them of transferring third party claims to the liquidating trus11 including the effect of such transfer on the manner in which the IRS safe harbor procedures relatin12 to the deduction of losses realized by investors in certain fraudulent investment schemes may b13 applied. 14 4. Confirmation Hearing and Deadline for Objections to Confirmation 15 Objections to Confirmation of the Plan must be Filed and served on the Plan Proponents an16 certain other entities, all in accordance with the Confirmation Hearing Notice, so that suc17 objections are actually received by no later than [•], 2021 at 4:00 p.m. (prevailing Pacific Time18 Unless objections to Confirmation of the Plan are timely served and Filed in compliance with th19 Solicitation Procedures Order, they may not be considered by the Bankruptcy Court. For furth20 information, refer to Section VI of this Disclosure Statement, “Confirmation of the Plan.” 21 II. 22 BACKGROUND 23 A. Debtors’ Organizational Structure and Real Property Assets 24 A corporate organizational chart showing the Debtors’ organizational structure is attache25 hereto as Exhibit B. 26 The Debtor PFI is a privately held California corporation founded by Casey in August 19927 Casey served as its sole officer, director and shareholder until 1998, when he relinquished hi28

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1 Charlene Albanese (“Albanese”), is the current trustee and lifetime income beneficiary).14 Despit2 these actions, the Debtors believe that Casey maintained complete de facto control over PFI until hi3 death on May 6, 2020. Casey founded PISF on or about November 1, 1983 and served as its sol4 shareholder, officer, and director from that date until his death. The remaining Debtors were createat various times as special purpose entities to hold the Real Properties purchased by PFI and/or PSI5 The Debtors own either direct or indirect interests in approximately 70 Real Propertie6 primarily consisting of apartment buildings and office parks. A schedule of the Real Properties i7 attached hereto as Schedule 1. With respect to PFI’s and PISF’s interests in the Real Properties: (8 PFI holds fee title to approximately 28 Real Properties, (ii) PFI purports to hold an equity intere9 that typically ranges from 30% to 40% (with certain limited exceptions) in approximately 310 California limited liability companies (collectively, the “LLCs”) that themselves hold either fee titl11 or an interest as a tenant-in-common in various Real Properties, (iii) PFI has a general partn12 interest in approximately 10 California limited partnerships (collectively, the “LPs”) that themselve13 hold fee title to various Real Properties, (iv) PFI holds an interest as a tenant-in-common i14 approximately 2 Real Properties, and (v) PISF has a significant limited partner interest in the LP15 PFI also serves as the property manager for all of the Real Properties, as well as the operational ar16 that manages and accounts for the Debtors’ activities. 17 The Debtors believe that most of the Real Properties are subject to a first lien deed of trust i18 favor of a traditional third party bank lender. In addition, many of the Real Properties wer19 purported to be encumbered by a second lien deed of trust in favor of investors in one of the oth20 Debtors (these purported second lien deeds of trust are fractionalized deeds of trust). In som21 instances, the Investors may assert that they have a first lien deed of trust. As of July 2020, th22 aggregate outstanding debt secured by these first and second lien deeds of trust totaled more tha23 $400 million. In addition, the Debtors believe that PISF owes more than $275 million of princip24 25 26 14 He did so after pleading guilty in federal court to one count of conspiracy to defraud the feder27 government, five counts of tax evasion, 41 counts of bank fraud and five counts of filing falsincome tax returns. Casey was, at that time, sentenced to 18 months in prison and three years 28

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1 and estimated accrued and unpaid interest to Investors whose investments were purportedly secure2 by PISF’s interest in the LPs. 3 B. Debtors’ Ponzi Scheme 4 1. Initial Discovery of the Ponzi Scheme The Debtors believe that the initial discovery of financial irregularities after Casey’s deat5 related to the loans made by the PISF Straight Noteholders, which appear to have a current tot6 outstanding principal balance of approximately $237 million. However, additional review has mad7 it clear that virtually every other PFI-related investment vehicle was also impacted. One element 8 the fraudulent scheme involved having PISF Straight Noteholders loan money to PISF based upo9 assurances that their loaned funds would be used to make improvements to properties owned b10 PISF, pay off existing investors in PISF, purchase new real properties to be held by PISF, and t11 fund a reserve to cover PISF’s debt service on investors’ loans. While the loans made by PIS12 Straight Noteholders are ostensibly secured by PISF’s interests in the LPs, the investigation into th13 Debtors’ finances indicates this collateral is mostly exhausted and likely has been for some years. 14 is also unclear if any of these security interests were ever perfected. The properties owned by th15 LPs are subject to mortgages and junior deeds of trust that, based on current estimated values f16 those Real Properties, leave little or no equity in the individual LPs. 17 Further, the Debtors believe that a substantial amount of the funds invested by the PIS18 Straight Noteholders appear to have been used to (i) make interest payments to pre-existing PIS19 Straight Noteholders, (ii) make interest payments to the DOT Noteholders, (iii) convert PIS20 Straight Noteholders’ principal and accrued interest into membership interests in PFI-manage21 LLCs, (iv) fund intra-company transactions with PFI that were effectively booked as payables an22 receivables, (v) make intra-company loans to LLCs for improvements and interest payments to P23 LLC Members, and (vi) enrich Casey and potentially others. 24 The Debtors’ finances are such that, without accepting new investment or monies from PIS25 Straight Noteholders, neither PISF nor PFI had sufficient cash flow to meet their monthly intere26 obligations to the existing PISF Straight Noteholders or the DOT Noteholders, or pay promise27 quarterly returns to certain PFI LLC Members. 28

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1 2. Indictment of Louis Wallach and His Admissions of Guilt 2 Lewis Wallach (“Wallach”) is the former CEO of PFI. On September 29, 2020, Wallach wa3 indicted in a criminal investigation in connection with the Debtors’ activities, and that indictme4 included one count of wire fraud, in violation of 18 U.S.C. § 1343, and one count of conspiracy tcommit wire fraud, in violation of 18 U.S.C. § 1349. On December 16, 2020, Wallach presented 5 plea agreement to the Honorable Maxine M. Chesney, U.S. District Judge, in which he pleade6 guilty on both counts. 7 According to his plea agreement, Wallach admitted that he was hired by Casey and that h8 was later named president and CEO of PFI. Wallach admitted that PFI and PISF Investors were tol9 that the Investors’ regular interest and distribution payments would be paid from income on th10 residential and commercial properties owned and managed by PFI. In fact, as Wallach admitted, h11 knew that PFI was not profitable and that income from the Real Properties was not sufficient to pa12 both interest and distributions. In fact, both Wallach and Casey knew that PFI and PISF had to rais13 new investments to pay existing Investors. 14 Wallach admitted that he lied to Investors, including falsely telling Investors that PFI ha15 significant reserves to allow it to survive and expand during the economic downturn caused by th16 COVID-19 pandemic. He admitted that he conspired with Casey to mislead Investors and solic17 Investor funds using false statements. 18 Wallach also admitted that he engaged in a years-long scheme to embezzle funds from P19 and PISF in which he took more than $26 million from 2015 until June 2020, including money h20 used for large investments, the purchase of real estate, and payment of personal expenses. 21 Under the plea agreement entered by Wallach and the United States Attorney’s Offic22 Wallach agreed to the entry of an order by the court requiring him to pay restitution of no less tha23 $26.7 million. Pursuant to the agreement, Wallach also agreed to continue to cooperate in th24 criminal investigation and to assist prosecutors with identifying, securing, and transferring any asset25 derived from or related to the charged offense. 26 27 28

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1 3. Further Confirmation of Debtors’ Fraudulent Business Operations fro2 FTI and Anticipated Litigation By the Unsecured Creditors’ Committee 3 The Debtors believe that, since at least January 1, 2007, Casey and Wallach operated 4 fraudulent scheme in which investors believed they were loaning funds to or investing in equity the Debtors. However, in fact, a significant portion of those funds were used to service the de5 owed to existing investors and to personally enrich Casey and Wallach. The fraudulent scheme onl6 came to light upon Casey’s death. Several months later, the vast majority of the Debtors entere7 bankruptcy. 8 On September 3, 2020, the Debtors then in bankruptcy retained FTI as their financial adviso9 Since that time, an FTI forensics team has worked day and night to gather data, organize it, analyz10 it, and present its findings to the Debtors, the Unsecured Creditors’ Committee, and others. Base11 on communications with FTI, the Debtors believe that FTI would offer the following expert opinion12 at any trial in this matter, among others: 13 • No later than January 1, 2007, the Debtors’ business records and other available evidenc14 presents attributes commonly seen in Ponzi schemes, and such attributes continue15 through Casey’s death. 16 • Many Debtors had either negative equity or a disabling lack of liquidity that demande17 the use of cash belonging to other related entities. 18 • The “debt service” and investment returns paid to investors could never have been pai19 without the use of new capital from new investors because the Real Properties were n20 sufficiently profitable to have done so. 21 • The Debtors’ cash flows were commingled, and this commingling was a prevalent featur22 of the Debtors’ operations. 23 • Casey and Wallach removed millions of dollars from the Debtors. 24 The Plan Proponents believe that a formal judicial Ponzi finding from this Bankruptcy Cou25 will benefit the Debtors because it will be integral to future “netting” and claims allowance in th26 Chapter 11 Cases. It will also be one of the cornerstones of future clawback actions against person27 who got more out of the Ponzi scheme than they put in. Similarly, a formal judicial Ponzi schem28

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1 finding will benefit all Investors, as the finding will assist Investors with their U.S. federal incom2 tax filings. 3 C. Commencement of the Chapter 11 Cases 4 After Casey’s death, the Debtors engaged new counsel, Ragghianti Freitas LLP (“RagghianFreitas”), to help transition the business. Ragghianti Freitas learned troubling facts regarding PFI’5 financial condition, and Albanese directed them to conduct an investigation into the Debtor6 finances and operations. Upon learning of possible criminal behavior, Albanese directed the Debtor7 to inform certain government authorities, including the SEC, and to cease accepting any addition8 loans. The SEC initiated its investigation on May 28, 2020. Further, Ragghianti Freitas informe9 many of the Debtors’ investors of the SEC’s review via a communication sent to investors on June 10 2020 (the “June 4 Communication”). 11 In light of the malfeasance uncovered, in June 2020, Michael Hogan, a Managing Direct12 with Armanino LLP (“Armanino”), was appointed as the Chief Restructuring Officer of PFI an13 PISF. Shortly thereafter, PFI asked for and received the resignations of all of PFI’s and PISF’14 officers, so that PFI and PISF could work unimpeded on a game plan for restructuring their finance15 and operations. 16 Shortly after receiving the June 4 Communication, various Investors (“investor group(s)17 began coordinating their efforts and organizing and holding regular meetings (which consistentl18 included hundreds of Investor participants). Various Investors created a Joinit website and 19 Facebook page, in an effort to track down Investors. Two ad hoc committees of investor group20 were formed: The Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committe21 By early July 2020, the investor groups grew to a few hundred Investor participants. The invest22 groups were also integral in the process of interviewing and selecting Michael Goldberg, a23 experienced Ponzi scheme bankruptcy professional, to oversee the Debtors for the benefit of th24 Investors and other stakeholders. 25 On July 16, 2020, Jacque Achsen, Samuel Goldberger, Elizabeth Goldblatt, Arth26 Indenbaum, Andrew Michaels, Mary Michaels, and Joel Rubenzahl, each of whom assert they ar27 creditors of PISF, commenced an involuntary chapter 11 bankruptcy action against PISF, Case N28

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1 relief in the PISF Case, entered by the Bankruptcy Court on July 27, 2020. 2 On July 26, 2020, PFI (together with PISF, the “Original Debtors”) commenced it3 bankruptcy case, by filing a voluntary chapter 11 petition. On November 20, 2020, under authorit4 granted by the Bankruptcy Court, PFI commenced involuntary petitions and consented to orders frelief against twenty-nine (29) LLC/LP Debtors (the “November 2020 Debtors”). On December 15 2020, the Bankruptcy Court entered orders for relief against the November 2020 Debtors. Betwee6 February 3-4, 2021, PFI filed involuntary chapter 11 petitions against ten (10) additional LL7 Debtors (the “February 2021 Debtors”), and the Bankruptcy Court subsequently entered orders f8 relief against these additional Debtors on February 18, 2021. All of the Debtors’ Chapter 11 Case9 are jointly administered under Case No. 20-30604.15 10 PFI was unable to commence before the filing of the Plan involuntary petitions against tw11 other affiliates involved in the Ponzi scheme: Professional Investors 28, LLC and PFI Glenwoo12 LLC. Through the Plan, the Plan Proponents seek to have these two affiliates substantivel13 consolidated with the other Debtors, as discussed further herein and in the Plan. 14 Since the commencement of the Chapter 11 Cases, the Debtors have focused their attentio15 on, among other things, (i) maintaining normal operations at their respective real property location16 (ii) responding to creditor inquiries about the Chapter 11 Cases, (iii) developing strategies t17 maintain the Debtors’ operations in bankruptcy and preserve their assets, and (iv) conferring wit18 key creditor constituencies regarding potential paths for resolving claims against PFI, PISF, and the19 affiliated entities. 20 During the pendency of the Chapter 11 Cases, the Debtors, the Unsecured Creditor21 Committee, and the Ad Hoc Committees each strived to achieve a global settlement for the benef22 of the Estates and all stakeholders. After extensive discussions and negotiations undertaken in goo23 faith and at arms’ length, the Debtors, the Unsecured Creditors’ Committee, and the Ad Ho24 25 26 15 An immediate effect of commencement of the Chapter 11 Cases was the imposition of the automatic staunder Bankruptcy Code section 362(a), which, with limited exceptions, enjoins the commencement 27 continuation of all collection efforts by Creditors, the enforcement of liens against property of the Debtorand the continuation of litigation against the Debtors during the pendency of the Chapter 11 Cases. Th28

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1 Committees reached a settlement, the terms of which are incorporated into the Plan, as discusse2 more fully herein. 3 III. 4 THE CHAPTER 11 CASES 5 A. First Day and Other Routine Orders and Employment Applications The Debtors, as applicable, have filed motions and obtained approval for: 6 (i) joint administration of the cases [Docket Nos. 12, 302 and 412];16 7 (ii) payment to employees for prepetition obligations [Docket No. 186]; 8 (iii) maintenance of existing insurance policies and, in the LLC/LP Debtors’ case9 approval of postpetition financing of certain insurance premiums [Original Debtors - Docket Nos. 410 and 187; LLC/LP Debtors - Docket Nos. 309, 353, 385, 455]; 11 (iv) determining adequate assurance of payment for utility services [Docket Nos. 1812 352 and 454]; and 13 (v) authorizing maintenance of existing bank accounts and continuity of cas14 management system, and authorizing certain intercompany transactions/transfers [Docket Nos. 2315 354 and 453]. 16 The Debtors have obtained approval from the Bankruptcy Court to employ: 17 (i) Sheppard, Mullin, Richter & Hampton LLP as bankruptcy counsel [Docket Nos. 1818 and 345]; 19 (ii) Michael Hogan as Chief Restructuring Officer (until January 15, 2021) [Docket N20 202]; 21 (iii) Andrew Hinkelman as Chief Restructuring Officer, effective as of January 4, 20222 [Docket No. 442]; 23 (iv) Ragghianti Freitas LLP as special counsel [Docket No. 184]; 24 (v) Nardell Chitsaz & Associates as special real estate counsel [Docket Nos. 182 an25 348]; 26 27 16 Unless otherwise stated, the docket numbers provided above are with respect to the Original Debtors if onlone item is listed and, if two or more items are listed, with respect to the Original Debtors, the Novemb28

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1 (vi) Weinstein & Numbers LLP as special insurance coverage counsel [Docket No. 194];2 (vii) Trodella & Lapping LLP as conflicts counsel [Docket Nos. 181 and 346]; 3 (viii) Wilson, Elser, Moskowitz, Edelman & Dicker LLP as special litigation couns4 [Docket No. 183]; (ix) Michael Goldberg as the Debtors’ independent director [Docket No. 203]; 5 (x) FTI Consulting, Inc. as financial advisors [Docket No. 211]; 6 (xi) Silicon Valley Disposition, Inc. as auctioneer [Docket No. 231]; 7 (xii) Kimball, Tirey & St. John, LLP as special real estate counsel [Docket Nos. 285 an8 347]; 9 (xiii) Steven Kesten as special counsel for routine employment law matters [Docket N10 351]; and 11 (xiv) Armanino LLP, to provide transition services and tax advisory and accountin12 services, effective as of January 16, 2021 [Docket No. 436]. 13 B. Use of Cash Collateral 14 Upon a motion filed on July 30, 2020 [Docket No. 24], the Original Debtors requested an15 obtained permission to use cash collateral on an interim basis pursuant to order entered on August 16 2020 [Docket No. 47] and then on a final basis pursuant to an order entered on October 6, 20217 [Docket No.178] (the “October 2020 Order”), to administer their Chapter 11 Cases and operate thei18 businesses, including to pay taxes, maintain insurance, and pay other expenses in relation to the Re19 Properties and other Estate Assets. The October 2020 Order continues to have effect, except to th20 extent inconsistent with or modified by the January 2021 Order (as defined below). 21 The November 2020 Debtors filed an emergency motion for use of cash collateral o22 December 16, 2020 [Docket No. 296], which was approved on an interim basis pursuant to an ord23 entered on December 24, 2020 [Docket No. 311], and on a final basis pursuant to an order entere24 on January 19, 2021 [Docket No. 350] (“January 2021 Order”). 25 On February 22, 2021, subsequent to the filing of the Chapter 11 Cases of the February 20226 Debtors, all of the Debtors filed a motion [Docket No. 414] for interim and final orders authorizin27 the February 2021 Debtors to use cash collateral and for the other existing Debtors to continue to us28

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1 maintaining its real property assets. An interim order on this motion was entered on March 5, 2022 [Docket No. 452]. 3 C. Appointment of the Unsecured Creditors’ Committee 4 On August 19, 2020, the U.S. Trustee appointed the Unsecured Creditors’ Committee in thChapter 11 Cases of the Original Debtors [Docket No. 59]. The members of the Unsecure5 Creditors’ Committee are Peter and Anne Bagatelos Revocable Trust, Lisa de Mondesir, Elizabet6 Goldblatt, Paul S. Greidanus, William Howard Levine, Keith Merron, and Pardi Revocable Trust. 7 The Unsecured Creditors’ Committee filed an application to employ Pachulski Stang Ziehl 8 Jones LLP as its bankruptcy counsel, which application was approved by an order entered o9 October 6, 2020 [Docket No. 185]. 10 D. Schedules and Statements of Financial Affairs 11 While the Debtors and their advisors have made their best effort to prepare the Schedules an12 Statements as accurately as possible, the Debtors stress that, in light of PFI’s prior mismanagemen13 the Schedules and Statements are incomplete and will likely contain information that will requir14 revisions. Certain of the information contained in the Schedules and Statements are derived fro15 historical information maintained by former management, and substantial and material amounts 16 the information was generated as part of an ongoing forensic reconstruction of the Debtors’ book17 and records, which is not yet complete. 18 On August 18, 2020, PFI filed its Schedules and Statement of Financial Affairs [Docket No19 57 and 58]. On August 19, 2020, PISF filed its Schedules and Statement of Financial Affair20 [Docket Nos. 35 and 36]. Certain LLC/LP Debtors filed their respective Schedules and Stateme21 of Financial Affairs in January 2021. The Schedules and Statements of Financial Affairs of the LL22 Debtors’ whose Chapter 11 Cases were commenced in early February 2021 are anticipated to b23 filed in March 2021. See https://www.donlinrecano.com/Clients/pfi/Static/soals (access to File24 Schedules and Statements of Financial Affairs). 25 E. Claims Bar Dates 26 The initial deadline for non-governmental creditors to file proofs of claim against th27 Original Debtors was November 23, 2020. Upon the Original Debtors’ motion filed on August 128

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1 suspending the claims bar date in order to give creditors reasonable time to file proofs of claim aft2 review of the Debtors’ Schedules, pending further Bankruptcy Court order or notice [Docket N3 56]. Although no deadline(s) have yet been set for the filing of proofs of claim, contemporaneousl4 with the filing of the Plan and this Disclosure Statement, the Debtors are filing a motion with thBankruptcy Court to establish a deadline for filing proofs of claim for all creditors, other tha5 Investors. 6 As of February 15, 2021, approximately 178 proofs of claim have been filed. The Debtor7 have not completed claim reconciliation work and do not anticipate doing so before the Effectiv8 Date of the Plan, including claim reconciliations necessary to prepare the Schedule of Allowe9 Netted Claims to determine each of the “netted” Investor Claim amounts. As set forth in the Pla10 the Debtors or the PFI Trust, as applicable, will seek Bankruptcy Court approval to establish a b11 date for Investors and special procedures for the allowance of Investor Claims for distributio12 purposes, including approval of the Schedule of Allowed Netted Claims, which will be filed as 13 separate motion at a later date. 14 F. Post-Petition Operations 15 Following the filing of their respective Chapter 11 Case, the Debtors continued to operat16 their business and manage the Real Properties. However, the Debtors have ceased makin17 distributions to Investors or making new investments. The Debtors’ revenue and financial results ar18 set forth in their monthly operating reports filed on September 21, 2020 [Docket No. 147], Octob19 21, 2020 [Docket No. 216], November 23, 2020 [Docket No. 268], December 21, 2020 [Docket N20 304], January 26, 2021 [Docket No. 375], and February 26, 2021 [Docket No. 433]. 21 G. Wallach Related Agreements 22 On November 19, 2020, the Debtors filed a Motion for an Order Authorizing the Debtors t23 (I) Assume Partial Restitution Agreements, (II) Enter Into Side Letters Regarding Partial Restitutio24 Agreements, and (III) Perform Obligations Thereunder (the “Restitution Motion”) [Docket No. 26125 which was approved by an order entered on December 4, 2020 [Docket No. 281]. Pursuant to th26 order, the Bankruptcy Court approved (1) partial restitution agreements entered into on July 25, 20227 between the Debtors and Wallach regarding real properties located at (a) 3830 Hayvenhurst Driv28

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1 California 90265 (the “Malibu Property”), under which Wallach agreed to convey the Encin2 Property and the Malibu Property to PISF, to be credited towards any restitution judgment obtaine3 in any future criminal or civil proceedings against Wallach arising from his conduct as an employe4 of PFI; and (2) a separate side letter agreement entered into on November 16, 2020 between thDebtors and Wallach, clarifying the Debtors’ and Wallach’s shared understanding that the valu5 credited toward any applicable restitution Wallach is determined to owe is based on the net amou6 PISF receives from the sale of each of the Encino Property and Malibu Property, and not on th7 gross sales price of each such property. 8 Upon their motion [Docket No. 389], the Debtors also sought approval of a separate Parti9 Restitution Agreement with Wallach, pursuant to which PFI and PISF would recover $645,500 i10 funds Wallach had disbursed from his 401(k) plan (then in Wallach’s counsel’s trust account) an11 any proceeds otherwise due to Wallach upon release of the $500,000 appearance bond posted i12 connection with federal criminal proceedings against Wallach. The parties’ agreement allow13 Wallach’s counsel to retain $75,000, only to be used to Wallach’s legal fees incurred in connectio14 with his cooperation with the Debtors and their advisors to identify assets belonging to the Debtor15 or in which the Debtors may have an economic interest, to assist the Debtors and their attorneys i16 recovering assets for the Estates’ benefit, and to assist in the Debtors’ ongoing forensic investigatio17 The Bankruptcy Court entered an order on February 11, 2021 approving the Debtors’ motio18 [Docket No. 402]. 19 H. Denial of the U.S. Trustee’s Motion to Appoint a Trustee or Examiner 20 On August 24, 2020, the U.S. Trustee filed a motion [Docket No. 71] for the appointment 21 a chapter 11 trustee for the Original Debtors, or alternatively, an examiner, so that a neutral perso22 could investigate the fraudulent and other improper mismanagement of the Debtors’ affairs a23 discussed herein. The Original Debtors and the Unsecured Creditors’ Committee each argued that 24 trustee or examiner was not needed or appropriate, given, among other things, the Debtors are bein25 operated with new independent and disinterested management, including Michael Hogan, th26 Debtors’ Chief Restructuring Officer, who was installed in June 2020 following the resignations o27 the Debtors’ then-officers upon discovery of the Debtors’ fraudulent actions, and Michael Goldber28

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1 process, as the Debtors’ independent director in early August 2020. Further, the Debtors, wit2 replacement management, will have the forensic assistance of FTI, which had a similar role in th3 SIPA and chapter 11 cases, respectively, of Madoff and Woodbridge involving prepetition Pon4 schemes. After a hearing on the motion on October 1, 2020, the Bankruptcy Court entered an orddenying the U.S. Trustee’s motion [Docket No. 171]. 5 I. Motion for Authorization to File Involuntary Bankruptcy Petitions Against 6 Related Entities 7 On October 29, 2020, the Original Debtors filed a motion (the “Related Entities Motion”) f8 authorization for PFI to file involuntary bankruptcy petitions against limited partnerships and limite9 liability companies in which PFI has an ownership interest and to consent to entry of orders for reli10 against such related entities. As explained in the Related Entities Motion, unless the related entitie11 – the LLC/LP Debtors – become chapter 11 debtors, the Original Debtors would be severel12 hampered in their efforts to fully resolve their creditors’ claims and reorganize their affairs in 13 manner that would provide the framework for a global resolution for the benefit of the victims i14 these cases. As described herein, the fraud committed by the Debtors’ prior management pervade15 both the Debtors and the related entities – which fraud has given rise to a thicket of claims again16 and among the Debtors and has likely rendered each related entities’ principal asset, a specific piec17 of real property, unmarketable under the existing circumstances. To successfully resolve the18 bankruptcy cases, the claims against and among the Debtors must be dealt with, various pre-petitio19 transfers must be addressed, and all of this, if it is to result in an equitable and value maximizin20 outcome for creditors, must be done in an organized and comprehensive manner. Suc21 comprehensive relief can be achieved before the Bankruptcy Court once jurisdiction over all of th22 necessary entities is obtained. However, absent the relief requested in the motion, the Origin23 Debtors do not believe they would have the corporate authority to unilaterally commence voluntar24 bankruptcy filings for all of the related entities. Accordingly, the Original Debtors filed the motio25 and it was granted pursuant to an order entered on November 19, 2020 (the “Affiliate Filing Order”26 [Docket No. 260]. Pursuant to this order, the Original Debtors proceeded to commence th27 bankruptcy cases of certain LLC/LP Debtors, by filing involuntary petitions against the LLC/L28

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1 authorized under the Affiliate Filing Order, PFI consented to the entry of the orders for relief again2 the LLC/LP Debtors. 3 J. Extension of Exclusivity Periods 4 On November 23, 2020, the Original Debtors filed the Debtors’ Motion for Extension Exclusive Periods to File a Plan and Solicit Acceptances Thereto [Docket No. 266] (the “Exclusivit5 Motion”). In light of the complexity of these cases, the effort to unravel years’ worth of fraud b6 prior management that affected over 1,000 creditors, rendered approximately 70 Real Propertie7 owned directly or indirectly by the Debtors unmarketable, and encompassed dozens of entitie8 related to the Debtors, the Original Debtors requested 90-day extensions of the Debtors’ exclusiv9 periods to (i) file a proposed chapter 11 plan (the “Plan Period”), and (ii) solicit acceptances of th10 plan without competing plan filings (the “Solicitation Period”). On December 11, 2020, th11 Bankruptcy Court entered an order granting the Exclusivity Motion and extending (i) the Plan Perio12 for each Original Debtor to February 26, 2021, and (ii) the Solicitation Period for each Origin13 Debtor to April 30, 2021 [Docket No. 287]. 14 K. Motion for Approval of the Committee Agreement with the Ad Hoc Committees15 The Original Debtors filed a motion [Docket No. 112] for approval of an agreement (a16 updated and modified, in the form attached to a September 17, 2020 notice [Docket No. 126], th17 “Committee Agreement”) by and among the Debtors (with the authorization of Debtors’ independe18 director, Michael Goldberg), the Unsecured Creditors’ Committee, the Ad Hoc LLC Member19 Committee, and the Ad Hoc DOT Noteholders Committee, pursuant to which the Debtors agreed t20 pay, up to the amount of the agreed budgets or such other amounts as ordered by the Bankruptc21 Court, subject to Bankruptcy Court approval and to the terms of the Committee Agreement, th22 reasonable and documented fees and expenses of the members of the two Ad Hoc Committees, an23 consultants they engage and their respective counsel (Sklar Kirsh, LLP, retained by the Ad Hoc LL24 Members Committee, and Baker & Hostetler LLP, retained by the Ad Hoc DOT Noteholder25 Committee). 26 The Debtors recognized that it would be nearly impossible and prohibitively expensive fo27 the Debtors to engage in negotiations with the full body of Investors. The formation of the Ad Ho28

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1 cost-effective opportunity to engage in meaningful and productive negotiations with much mor2 manageably sized groups that advocate for the differing constituents that comprise nearly the whol3 investor group. The Bankruptcy Court approved the Committee Agreement pursuant to an amende4 order entered on October 9, 2020 [Docket No. 204]. 5 L. Pending Investigations/Proceedings The Debtors continue to cooperate with the SEC; as noted, the SEC commenced in or abo6 May 2020 an investigation into the structure and investment history of the Debtors. The Debtor7 anticipate, if necessary, cooperating with other government entities in their investigations of th8 Debtors in relation to the purportedly fraudulent scheme operated by Casey and others. 9 M. Plan Negotiations and the Settlement Under the Plan 10 With the installation of new management, the preferred path of the Debtors and the11 professionals was to build consensus with the Unsecured Creditors’ Committee and other ke12 constituencies, including those represented by the two Ad Hoc Committees, and reach an agreeme13 that would provide for a prompt and orderly path out of bankruptcy for the Debtors and woul14 conserve the Estates’ resources for the benefit of all Investors and other creditors. 15 The negotiations were ultimately fruitful, as they resulted in the Debtors, the Unsecure16 Creditors’ Committee, and the Ad Hoc Committees reaching an agreement in principle regarding th17 fundamental terms of a chapter 11 plan. After many weeks of further discussion and negotiation18 with the Ad Hoc Committees, the Debtors and the Unsecured Creditors’ Committee finalized an19 filed the Plan, which incorporates the parties’ settlement. 20 IV. 21 OVERVIEW OF PROVISIONS RELATING TO THE GLOBAL COMPROMISE AND 22 SETTLEMENT SUPPORTING THE PLAN STRUCTURE 23 This section provides a brief summary of certain special provisions and elements of the Pla24 and is qualified in its entirety by reference to the Plan (as well as the exhibits thereto and definition25 therein). The statements contained in this Disclosure Statement do not purport to be precise 26 complete statements of all the terms and provisions of the Plan or documents referred to therein, an27 reference is made to the Plan and to such documents for the full and complete statement of suc28

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1 A. Comprehensive Compromise and Settlement Under the Plan 2 Pursuant to Bankruptcy Code sections 1123(a)(5), 1123(b)(3), and 1123(b)(6), as well a3 Bankruptcy Rule 9019, and in consideration for the Distributions and other benefits provided und4 the Plan, the provisions of the Plan will constitute a good faith compromise and settlement of aclaims and controversies relating to the rights that a Holder of a Claim or an Equity Interest ma5 have against any Debtor with respect to any Claim, Equity Interest, or any Distribution on accou6 thereof, as well as all potential Intercompany Claims, Liens, and Causes of Action against an7 Debtor. The entry of the Confirmation Order will constitute the Bankruptcy Court’s approval, as 8 the Effective Date, of the compromise or settlement of all such claims or controversies and th9 Bankruptcy Court’s finding that all such compromises or settlements are (i) in the best interest of th10 Debtors, the Estates, and their respective property and stakeholders; and (ii) fair, equitable, an11 reasonable. 12 The Plan Proponents believe that the comprehensive compromises and settlements to b13 effected by the Plan are appropriate for several reasons and intend to request that the Bankruptc14 Court approve the compromises and settlements contemporaneously with the Confirmation Hearin15 In particular, the compromises and settlements are a critical component of the Plan and are designe16 to provide a resolution of myriad disputed intercompany and intercreditor Claims, Liens, and Cause17 of Action that otherwise could take years of protracted litigation to resolve, which would delay an18 reduce the Distributions that ultimately would be available for all Creditors. 19 Among those many disputed matters that will be resolved through the Plan are the followin20 complex matters, any one of which could be the subject of years of expensive, complicated, an21 uncertain litigation: 22 1. Substantive Consolidation Issues 23 Substantive consolidation is a construct of federal common law, emanating from equit24 which treats separate legal entities as if they were merged into a single survivor left with all th25 cumulative assets and liabilities, save for inter-entity liabilities, which are erased. In these Chapte26 11 Cases, a compelling argument could be made for complete substantive consolidation of all th27 Debtors and two non-debtor affiliates (the Plan-Consolidated Debtors). Although creditors generall28

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1 very substantial scrambling and commingling of assets and liabilities among the Debtors and the tw2 non-debtor affiliates. See, e.g., In re Bonham, 229 F.3d 750, 764-65 (9th Cir. 2000) (consolidatin3 debtor and non-debtor entities in Ponzi scheme case). 4 The Plan here provides for substantive consolidation of the Debtors’ and their non-debtoaffiliates’ assets and liabilities for the purposes of distributions under the Plan. The Plan Proponent5 and the PFI Trustee, at their election and after considering various tax implications, may elect to ve6 the OpCo Assets (which includes all of the Real Properties) so that the OpCo holds them eith7 directly or indirectly through one or more of the remaining Debtors, as to be set forth, if applicabl8 in the Alternative Restructuring Transactions Memorandum to be Filed with the Bankruptcy Cou9 prior to the Confirmation Hearing. 10 Consistent with the substantive consolidation contemplated by the Plan and in order t11 reduce administrative costs, subject to any Alternative Restructuring Transactions, on the Effectiv12 Date, PFI and PISF, and at the election of the Plan Proponents and the PFI Trustee, some or all 13 the other Debtors will be dissolved automatically without the need for any corporate action 14 approval, without the need for any corporate filings, and without the need for any other or furth15 actions to be taken on behalf of such dissolving Debtor or any other Person or any payments to b16 made in connection therewith. The Debtors’ Real Properties and other OpCo Assets will be veste17 in a new entity, the OpCo or its wholly owned remaining Debtor subsidiaries, as applicable. 18 The substantive consolidation effected pursuant to the Plan shall not affect, witho19 limitation, (i) the defenses of the Debtors, the OpCo, any remaining Debtors as of the Effective Dat20 (if applicable), or the PFI Trust to any Claim, Cause of Action or Avoidance Action, including th21 ability to assert any counterclaim; (ii) the setoff or recoupment rights of the Debtors, the OpCo, an22 remaining Debtors, or the PFI Trust; (iii) requirements for any third party to establish mutuality pri23 to substantive consolidation in order to assert a right of setoff against the Debtors, the OpCo, an24 remaining Debtors, or the PFI Trust; or (iv) distributions to the Debtors, the OpCo, any remainin25 Debtors, the Estates or the PFI Trust out of any insurance policies or proceeds of such policies. 26 2. Ponzi Scheme Issues 27 Additional disputes and possible litigation could arise regarding whether the Debtors wer28

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1 As discussed above, the Debtors’ advisors have preliminarily found that (i) no later than January 2 2007, the Debtors’ business records and other available evidence presents attributes commonly see3 in Ponzi schemes, and such attributes continued through Casey’s death; (ii) many Debtors had eith4 negative equity or a disabling lack of liquidity that demanded the use of cash belonging to othrelated entities; (iii) the “debt service” and investment returns paid to Investors could never hav5 been paid without the use of new capital from new Investors because the Real Properties were n6 sufficiently profitable to have done so; (iv) the Debtors’ cash flows were commingled, and thi7 commingling was a prevalent feature of the Debtors’ operations; and (v) Casey and Wallac8 removed millions of dollars from the Debtors. 9 On April 13, 2021 the Official Committee of Unsecured Creditors filed a complaint f10 declaratory relief against the Debtors and Plan-Consolidated Debtors seeking a declaration that th11 Debtors and Plan-Consolidated Debtors were operated as a Ponzi scheme beginning at least as 12 January 1, 2007. The Debtors and Plan-Consolidated Debtors have reviewed that complaint an13 intend to file an answer admitting the vast majority of its allegations before the deadline to file th14 Plan Supplement. In addition, the Debtors also plan to file a detailed declaration from their financi15 advisor that contains testimony regarding the conclusions the financial advisor has reached based o16 its investigation to date prior to the deadline to file the Plan Supplement. 17 Following a judicial determination that the Debtors were operating a Ponzi scheme, an18 payments of “interest” or other consideration that was transferred from any Person to an Invest19 during the period before the Petition Date, but typically excluding payments representing the retur20 of or repayment of principal owed on the applicable investment, could potentially be avoided an21 recovered as an “actual” fraudulent transfer. See, e.g., Donell v. Kowell, 533 F.3d 762, 770-72 (9t22 Cir. 2008); AFI Holding, Inc. v. Mackenzie, 525 F.3d 700, 708-09 (9th Cir. 2008); Perkins v. Haine23 661 F.3d 623, 627 (11th Cir. 2011); Geltzer v. Barish (In re Geltzer), 502 B.R. 760, 770 (Bank24 S.D.N.Y. 2013); Fisher v. Sellis (In re Lake States Commodities, Inc.), 253 B.R. 866, 871-72 (Bank25 N.D. Ill. 2000). Because avoidance litigation would be a further hardship on the victims of th26 Debtors’ fraudulent scheme, and to eliminate the significant litigation expense and inefficienc27 associated with seeking recovery from Investors of prepetition distributions on account of interest 28

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1 account of allowable claims), the Plan incorporates a netting mechanism that will account for an2 Prepetition Distribution received by an Investor when calculating the net claim amounts that will i3 turn drive the specific Distributions that such Investor will receive under the Plan. 4 Specifically, the Plan incorporates a “netting” mechanism where distributions of PFI TruInterests will be made based on the applicable Investor’s net claim – roughly, the total princip5 invested less all payments received from the Debtors since January 1, 2007, whether denominated a6 interest, principal, return of capital, referral fees or otherwise. The net claim also will be reduced t7 the extent an Investor recovers from a third party, such as insurance or litigation against a8 investment adviser. 9 The PFI Trust will be responsible for creating, based on the Debtors’ books and records, 10 Schedule of Allowed Netted Claims, and will cause such Schedule of Allowed Netted Claims, or an11 applicable portion thereof, to be served on Investors that indicates both the Outstanding Princip12 Amount and the Prepetition Distributions for each Investor that is not an Excluded Party. 13 If an Investor disputes the amount of his, her or its Outstanding Principal Amount and th14 Prepetition Distributions set forth in the Schedule of Allowed Netted Claims by following th15 applicable objection procedures and deadlines, such Investor shall be deemed a Disputing Claima16 with a Disputed Claim, and shall be subject to the procedures, deadlines and treatment for Dispute17 Claims. The PFI Trust and the PFI Trustee reserve all rights to object to the validity, amount or an18 other aspect of a Claim held by a Disputing Claimant. In addition, the Debtors and the PFI Tru19 reserve any and all Causes of Action and Avoidance Actions that may exist regarding a Disputin20 Claimant, all of which the PFI Trust may pursue on or after the Effective Date in accordance wit21 the Plan. 22 3. Proposed Settlement Relating to DOT Noteholder Claims 23 Prior to the filing of the Chapter 11 Cases, the Debtors extensively commingled cas24 generated from rents from the Real Properties, and used the cash wherever PFI decided cash wa25 needed (see Article II.B.3, above). PFI also took cash-out refinancings of several properties th26 were encumbered by DOT Noteholders’ Deeds of Trust and used some loan proceeds to pa27 expenses on properties owned by LLCs and LPs that were not encumbered by DOT Noteholder28

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1 properties securing the DOT Noteholders’ Deeds of Trust was diverted from the properties befor2 bankruptcy leaving less equity value to satisfy DOT Noteholders’ claims on a property-by-propert3 basis. In addition, the Ad Hoc DOT Noteholders Committee conducted an investigation of DO4 Noteholders’ Deeds of Trust, including examining the public real property records andocumentation obtained from numerous DOT Noteholders. The investigation disclosed that P5 engaged in improprieties with respect to the DOT Noteholders’ Deeds of Trust that may caus6 substantially all of the liens securing the DOT Noteholder Claims to be subject to avoidanc7 pursuant to claims brought by the Debtors or PFI Trustee under 11 U.S.C. §§ 544 and 548. I8 particular, the Debtors appointed affiliates to serve as the trustee under the DOT Noteholders’ Deed9 of Trust for the purpose of enabling the Debtors to periodically remove the liens of the DO10 Noteholders from the record of title without the knowledge or informed consent of the DO11 Noteholders. Based on the foregoing, the Ad Hoc DOT Noteholders Committee concluded th12 DOT Noteholders collectively will receive a better recovery under a one-pot plan in which th13 proceeds of sales of all Real Properties and litigation recoveries are pooled together and all Investor14 receive equal distributions on account of their Allowed Claims. 15 As set forth more fully in the Plan, to the extent (a) the Real Properties securing the liens o16 DOT Noteholders have not been sold prior to the Effective Date, or (b) the liens of DO17 Noteholders have attached to the proceeds of the sale of any Real Properties and have not bee18 otherwise removed and expunged pursuant to an order of the Bankruptcy Court, the Plan proposes 19 compromise of DOT Noteholder Claims as follows: (1) DOT Noteholders will be treated as gener20 unsecured creditors for purposes of distribution; and (2) the Confirmation Order shall includ21 provisions expunging the liens of the DOT Noteholders from the records of the Real Properties, 22 the proceeds of sales thereof, unless such expungement is challenged. 23 Any DOT Noteholder that wishes to challenge the expungement of its lien shall file a24 objection with the Bankruptcy Court no later than twenty (20) days after entry of the Confirmatio25 Order. The PFI Trustee shall file its Avoidance Action in response to such an objection no later tha26 thirty (30) days after service of the objection. 27 Expungement of the liens of the DOT Noteholders shall become effective with respect t28

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1 (30th) day after the occurrence of the Effective Date, or (b) in the event of a timely expungeme2 challenge, entry of a final order adjudicating an Avoidance Action with respect to a lien on that Re3 Property. 4 During the pendency of the Avoidance Action, the Claim of such objecting DOT Noteholdeshall be deemed to be a Disputed Claim. 5 Without the foregoing Plan compromise, the Debtors would have been required to spen6 hundreds of thousands of dollars prosecuting Avoidance Actions against hundreds of DO7 Noteholders based on thousands of transfers involving thirty (30) Real Properties. Such Avoidanc8 Actions would be necessary to clear title to the properties to facilitate sales or refinancings of th9 properties under the Plan. The compromise saves the expense to the Estates of pursuing suc10 Avoidance Actions to judgment. 11 4. Proposed Settlement Relating to PFI LLC Members 12 The LLC/LP Debtors, which own over one-half of the Real Properties, were placed int13 bankruptcy protection prior to the filing of the Plan pursuant to a process negotiated among the A14 Hoc LLC Members Committee, the Debtors and the other Committees. This strategic decision wa15 done, in part, to enable the LLC/LP Debtors to preserve the value of the Real Properties for th16 benefit of their Investors and creditors (including through the benefit of the automatic stay), an17 facilitate a process to maximize the value of their real estate portfolio through the removal of an18 “taint” caused by the prepetition Ponzi scheme. Further, in order to ensure equal treatment for a19 Investors who are victims of the Ponzi (since funds of each investor group were unknowingly use20 to fund the investments of other investor groups – see Article II.B.1, above), the Ad Hoc LL21 Members Committee, the Debtors and the other Committees collectively agreed to a compromis22 pursuant to which (1) all of the Real Properties, however title was held, will be consolidated and th23 proceeds of the income and/or disposition of the Real Properties will be distributed to all Investor24 and other creditors as provided in the Plan; and (2) all equity interests of Investors in the LLC/L25 Debtors will be elevated to debt relating back to the date of their investments so that such Investor26 will receive distributions under the Plan in the same ranking as PISF Straight Noteholders and DO27 Noteholders. 28

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1 5. Proposed Settlement Relating to TIC Interests 2 Holders of TIC Interests have the option of maintaining their TIC ownership interest in a3 amount equal to such ownership percentage in the Real Property (as set forth in the grant deed of th4 Real Property, unless there is an applicable TIC Agreement, in which case the ownership percentagin the TIC Agreement will control, unless otherwise ordered by the Bankruptcy Court). In suc5 case, if the Holder of the TIC Interest also asserts a separate Claim against the Debtors, such TI6 Claim will be treated in the same manner as Class 7 Other Unsecured Claims. Such TIC Interest7 shall not be substantively consolidated under the Plan and will not be treated as Estate Assets, P8 Trust Assets or OpCo Assets. However, to the extent a TIC Interest was obtained using rolled ov9 funds or funds that were otherwise commingled or traceable to PFI, the Debtors or PFI Trust, a10 applicable, reserves all rights in connection therewith. 11 Alternatively, Holders of TIC Claims may transfer their TIC Interests to the Debtors or P12 Trust, as applicable, and elect to be treated as Investors. If such a election is made, the TIC Clai13 will be calculated using the same netting and aggregation principles applicable to Investors and s14 forth in the Special Provisions Relating to Investor Claims and Special Provisions Relating t15 Individual Investor-Specific Claims (Plan sections 2.11.2 and 2.11.3, respectively). 16 6. Provisions Relating to Avoidance Actions and Other Causes of Actions 17 To the extent, and only to the extent, an Investor’s Claim is Allowed, no Avoidance Actio18 may be brought, directly or indirectly, on account of a payment to an Investor outside the Invest19 Lookback Period, unless such Investor is an Excluded Party. The PFI Trustee also shall hav20 discretion, subject to the PFI Trust Agreement, in determining whether and how to make deman21 upon, or sue, Investors with a Net Prepetition Investor Recovery, including but not limited to th22 discretion not to bring suit or make a demand because of the Investor’s financial hardship. Th23 discretion shall be exercised in accordance with guidelines (i) agreed to by the Committees befor24 the Effective Date, or, if no such guidelines are agreed to (ii) developed by the PFI Trustee an25 approved by the BOV subject to the PFI Trust Agreement. 26 Finally, nothing in the Plan will impair the right of Investors to independently pursue claim27 in which they have independent legal standing against third parties that are unique to such Investor28

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1 include claims based on loss of lien or loss of lien priority, claims against investors’ profession2 advisors, claims against retirement servicers and similar claims that may be asserted based on suc3 investors’ particular circumstances. The Individual Investor-Specific Claims do not include Investo4 Claims common to all Investors and/or claims to recover commissions or referral fees paid by thDebtors to third parties in connection with an Investor’s investment with the Debtors. 5 B. The Settlement Provisions in the Plan are Fair and Reasonable and in the Best 6 Interest of All Creditors. 7 In sum, the Plan facilitates the near-term resolution of the myriad complex legal issues an8 disputes that have arisen in the Chapter 11 Cases. The proposed Plan resolves several major issue9 that would otherwise have to be judicially determined through lengthy, expensive, and inherentl10 uncertain litigation. Moreover, if such issues were litigated, it could be years before Investor11 received distributions, if any, from the PFI Trust. In contrast, the Plan provides a mechanism fo12 significant Distributions to be made to these Creditors in a more timely and orderly fashion. 13 The Plan also is a vehicle to clear the “taint” of the prepetition fraudulent enterprise from th14 real estate assets. Absent the proposed restructuring, which includes substantive consolidation of th15 LLC Debtors’ valuable real estate assets and the removal of all Investor liens from the Re16 Properties, it would be impossible to monetize the assets without severely diminishing their value. 17 Furthermore, the Plan Proponents are strongly of the view that all elements of th18 comprehensive compromise and settlement to be effected under the Plan are superior to th19 disorderly and uncertain alternatives. The terms of the global resolution under the Plan were heavil20 negotiated by the Debtors, the Unsecured Creditors’ Committee, and the two Ad Hoc Committee21 each of which acted at arm’s length and had the benefit of sophisticated external advisers. 22 Here, the Plan Proponents believe that consideration of the foregoing factors demonstrate23 that the terms of the comprehensive compromise and settlement to be effected by the Plan are fa24 and reasonable, and that its approval is in the best interests of the Estates and all stakeholders. Th25 Plan Proponents will provide further evidence and argument supporting approval of thi26 comprehensive compromise and settlement, including the elements detailed above, at th27 Confirmation Hearing. 28

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1 V. 2 RISK FACTORS 3 Prior to voting on the Plan, each Holder of a Claim or Equity Interest entitled to vote shoul4 consider carefully the risk factors described below, as well as all other information contained in thiDisclosure Statement, including the schedules and exhibits hereto. These risk factors should not b5 regarded as the only risks involved in connection with the Plan and its implementation. 6 A. Parties May Object to the Plan’s Classification of Claims and Equity Interests 7 Bankruptcy Code section 1122 provides that a plan may place a claim or an interest in 8 particular class only if such claim or interest is substantially similar to the other claims or interests i9 such class. The Plan Proponents believe that the classification of the Claims and Equity Interest10 under the Plan complies with this requirement. Nevertheless, there can be no assurance that th11 Bankruptcy Court will reach the same conclusion. 12 B. The Plan Proponents May Not Be Able to Obtain Confirmation of the Plan 13 With regard to any proposed plan, the Plan Proponents may not receive the requisit14 acceptances to confirm a plan. In the event that votes with respect to Claims in the Classes entitle15 to vote are received in number and amount sufficient to enable the Bankruptcy Court to confirm th16 Plan, the Plan Proponents intend to seek Confirmation of the Plan by the Bankruptcy Court. If th17 requisite acceptances are not received, the Plan Proponents may not be able to obtain Confirmatio18 of the Plan. Even if the requisite acceptances of the proposed Plan are received, the Bankruptc19 Court still might not confirm the Plan as proposed if the Bankruptcy Court finds that any of th20 statutory requirements for confirmation under Bankruptcy Code section 1129 have not been met. 21 If the Plan is not confirmed by the Bankruptcy Court, there can be no assurance that an22 alternative plan would be on terms as favorable to any Holders of Claims as the terms of the Plan. I23 addition, there can be no assurance that the Plan Proponents will be able to successfully develo24 prosecute, confirm, and consummate an alternative plan that is acceptable to the Bankruptcy Cou25 and the Debtors’ creditors. 26 C. The Conditions Precedent to the Effective Date of the Plan May Not Occur 27 As more fully set forth in the Plan, the Effective Date is subject to several condition28

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1 If such conditions precedent are not met or waived, the Effective Date will not occur. Accordingl2 even if the Plan is confirmed by the Bankruptcy Court, there can be no assurance that the Effectiv3 Date will occur. 4 D. Claims Estimation and Allowance of Claims There can be no assurance that the estimated Claim amounts set forth in this Disclosur5 Statement are correct, and the actual amount of Allowed Claims may differ significantly from th6 estimates. The estimated amounts are subject to certain risks, uncertainties, and assumptions. Shoul7 one or more of these risks or uncertainties materialize, or should underlying assumptions prov8 incorrect, the actual amount of Allowed Claims may vary from those estimated herein. 9 Distributions to Holders of Allowed Class 4, Class 5, Class 6, and Class 7 Claims will b10 affected by the pool of Allowed Claims in each respective Class. Upon completion of furth11 analysis of Filed Claims, which will likely lead to Claims objection litigation and related matters, th12 total amount of Claims that ultimately become Allowed Claims in each Class may differ from th13 Debtors’ estimates, and such difference could be material. As a result, the amount of Distribution14 that may be received by a particular Holder of an Allowed Claim in Class 4, Class 5, Class 6 o15 Class 7 may be either adversely or favorably affected by the aggregate amount of Claims ultimatel16 Allowed. 17 E. Potential Pursuit of PFI Trust Actions Against Creditors and Others 18 In accordance with Bankruptcy Code section 1123(b), after the Effective Date, the P19 Trustee shall have and retain and may enforce any PFI Trust Actions. Accordingly, a Holder of 20 Claim may be subject to one or more such PFI Trust Actions being asserted against it. 21 The failure to specifically identify in the Disclosure Statement or the Plan any potential 22 existing Avoidance Actions or Causes of Action as a PFI Trust Action is not intended to and sha23 not limit the rights of the PFI Trust to pursue any such Avoidance Actions or Causes of Action. Th24 Debtors expressly reserve all Avoidance Actions and Causes of Action, other than those Avoidanc25 Actions and Causes of Action that are expressly waived, relinquished, released, compromised, 26 settled in the Plan, pursuant to the Confirmation Order, or pursuant to any other order of th27 Bankruptcy Court, as PFI Trust Actions for later adjudication, and no preclusion doctrine (includin28

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1 preclusion, claim preclusion, and laches) shall apply to such Avoidance Actions or Causes of Actio2 as PFI Trust Actions on or after the Effective Date. 3 Moreover, no Person may rely on the absence of a specific reference in the Plan, th4 Confirmation Order, the PFI Trust Agreement, or the Disclosure Statement to any ContributeClaims against such Person as any indication that the PFI Trust will not pursue any and all availabl5 Contributed Claims against such Person. The objection to the Allowance of any Claims will not i6 any way limit the ability or the right of the PFI Trust to assert, commence, or prosecute an7 Contributed Claims. Nothing contained in the Plan, the Confirmation Order, the PFI Tru8 Agreement, or the Disclosure Statement will be deemed to be a waiver, release, or relinquishment 9 any Contributed Claims which the Contributing Claimants had immediately prior to the Effectiv10 Date. The PFI Trust shall have, retain, reserve, and be entitled to assert all Contributed Claims full11 as if the Contributed Claims had not been contributed to the PFI Trust in accordance with the Pla12 and the PFI Trust Agreement. 13 Without limiting the generality of the preceding two paragraphs and associated reservation14 the Debtors note that all parties in interest should review Exhibit D, which is a non-exclusiv15 analysis of the PFI Trust Actions that are being preserved under the Plan. 16 F. Risks Regarding Real Estate 17 Subject to any Alternative Restructuring Transactions, the Plan relies, in large part, on th18 OpCo generating proceeds from rental operations and/or the sale of the Real Properties to produc19 Cash for distribution to creditors. In the event that rental income is insufficient to cover cost20 incurred in maintaining and operating the Real Properties, sales are delayed, costs incurred wit21 respect to the Real Properties prior to sale exceed estimates, or markets decline due to economi22 conditions or other constraints, payments may be correspondingly delayed. 23 The OpCo’s ability to monetize the OpCo Assets is subject to certain risks associated wit24 the real estate industry in general, including: economic conditions; the supply and demand fo25 properties, particularly of the sorts owned or controlled by the Debtors; the potential impact 26 COVID on demand for the types of properties owned by the Debtors; the financial conditions f27 tenants, buyers, and sellers of properties; changes in interest rates; changes in environmental laws o28

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1 real property tax rates and related tax deductions; negative developments in the economy th2 depress travel and retail activity; uninsured casualties; force majeure acts, terrorist events, unde3 insured or uninsurable losses; and other factors that are beyond the reasonable control of the OpC4 In addition, real estate assets are subject to long-term cyclical trends that can give rise to significavolatility in values. Real estate investing and development may be subject to a higher degree 5 market risk because of concentration in a specific industry, sector, or geographic sector. Real estat6 investments may be subject to other general and specific risks, including declines in the value of re7 estate generally, risks related to general and economic conditions, changes in the value of th8 comparable properties, and defaults by real estate borrowers within the particular market or th9 broader economy. 10 Also, a variety of work is projected to be undertaken with respect to the real estate to be sol11 the cost of which is not susceptible to precise determination. Unexpected conditions at th12 properties, weather, labor issues and a variety of other variables may affect the actual cost of th13 projected work being undertaken and thus affect, potentially adversely, the net proceeds of the sale14 of the real estate. 15 G. Securities Law Considerations 16 There are several material securities law considerations, risks, and uncertainties associate17 with consummation of the Plan. Holders of Claims, Holders of Equity Interests, and other intereste18 parties should read carefully the discussion set forth in Article VII for a discussion of certai19 securities law consequences of the transactions contemplated under the Plan. 20 Holders of Claims or Equity Interests should consult their own advisors regarding an21 securities law consequences of the treatment of their Claims or Equity Interests under the Plan. 22 The PFI Trust may, by reason of the amount of its total assets and the number of the holder23 of record of its PFI Trust Interests as of the last day of its first fiscal year, become subject to th24 registration requirements of the Exchange Act. It is likely that the PFI Trust will need to seek reli25 from or modification of certain technical requirements of the Exchange Act (such as the filing 26 pre-Effective Date financial information of the Debtors), which the PFI Trust intends to do i27 connection with such registration. While the Debtors have been advised that such relief an28

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1 formed in connection with chapter 11 bankruptcies, such relief and modification have not yet bee2 obtained with respect to the PFI Trust and no assurance can be given that such relief or modificatio3 will become available. If the PFI Trust becomes required to register and fails to do so in accordanc4 with the requirements of the Exchange Act, it may become subject to civil fines, injunctive relief other disciplinary action on the part of the SEC. 5 H. Tax Considerations 6 There are several material income tax considerations, risks, and uncertainties associated wit7 consummation of the Plan. Holders of Claims, Holders of Equity Interests, and other intereste8 parties should read carefully the discussion set forth in Article VIII for a discussion of certain U. 9 U.S. federal income tax consequences of the transactions contemplated under the Plan. 10 VI. 11 CONFIRMATION OF THE PLAN 12 A. The Confirmation Hearing 13 Bankruptcy Code section 1128(a) requires the Bankruptcy Court, after notice, to hold 14 hearing regarding Confirmation of the Plan. Bankruptcy Code section 1128(b) provides that an15 party in interest may object to Confirmation of the Plan. 16 The Bankruptcy Court has scheduled the Confirmation Hearing to commence on [•], 2021, 17 __:____ __.m. (prevailing Pacific Time), before the Honorable Hannah L. Blumenstiel, Unite18 States Bankruptcy Judge, in the United States Bankruptcy Court for the Northern District 19 California, San Francisco, California 94102. The Confirmation Hearing Notice, which sets forth th20 time and date of the Confirmation Hearing, has been included along with this Disclosure Statemen21 The Confirmation Hearing may be adjourned from time to time without further notice except for a22 announcement of the adjourned date made at the Confirmation Hearing or any adjournment thereof. 23 Objections to Confirmation of the Plan must be Filed and served so that they are actuall24 received by no later than [•], 2021, at 4:00 p.m. (prevailing Pacific Time). Unless objections t25 Confirmation of the Plan, as well as objections to final approval of the Disclosure Statemen26 are timely served and Filed in compliance with the Solicitation Procedures Order, they ma27 not be considered by the Bankruptcy Court. 28

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1 B. Requirements for Confirmation of the Plan 2 Among the requirements for the Confirmation of the Plan is that the Plan (i) is accepted b3 all Impaired Classes of Claims, or, if rejected by an Impaired Class of Claims, that the Plan “doe4 not discriminate unfairly” and is “fair and equitable” as to such Impaired Class of Claim(ii) is feasible; and (iii) is in the “best interests” of Holders of Claims. 5 At the Confirmation Hearing, the Bankruptcy Court will determine whether the Plan satisfie6 the requirements of Bankruptcy Code section 1129. The Plan Proponents believe that: (i) the Pla7 satisfies or will satisfy all of the necessary statutory requirements of chapter 11 of the Bankruptc8 Code; (ii) the Plan Proponents have complied or will have complied with all of the necessar9 requirements of chapter 11 of the Bankruptcy Code; and (iii) the Plan has been proposed in goo10 faith. More specifically, the Plan Proponents believe that the Plan satisfies or will satisfy th11 following applicable Confirmation requirements of Bankruptcy Code section 1129: 12 • The Plan complies with the applicable provisions of the Bankruptcy Code. 13 14 • The Plan Proponents have complied with the applicable provisions of the Bankruptcy Code. 15 • The Plan has been proposed in good faith and not by any means forbidden by law. 16 • Any payment made or promised under the Plan for services or for costs and expenses in, or iconnection with, the Chapter 11 Cases, or in connection with the Plan and incident to th17 Chapter 11 Cases, has been disclosed to the Bankruptcy Court, and any such payment: (made before the Confirmation of the Plan is reasonable; or (2) is subject to the approval 18 the Bankruptcy Court as reasonable, if it is to be fixed after Confirmation of the Plan. 19 • Either each Holder of a Claim in an Impaired Class of Claims has accepted the Plan, or eac20 such Holder will receive or retain under the Plan on account of such Claim property of value, as of the Effective Date of the Plan, that is not less than the amount that such Hold21 would receive or retain if the Debtors were liquidated on the Effective Date of the Plan undchapter 7 of the Bankruptcy Code. 22 • The Classes of Claims that are entitled to vote on the Plan will have accepted the Plan, or at 23 least one Class of Impaired Claims will have accepted the Plan, determined without includin24 any acceptance of the Plan by any insider holding a Claim in that Class, and the plan does n“discriminate unfairly” and is “fair and equitable” with respect to each Class of Claims that i25 impaired under, and has not accepted, the Plan. 26 • Except to the extent a different treatment is agreed to, the Plan provides that all AlloweAdministrative Claims and Allowed Priority Claims will be paid in full on the Effectiv27 Date, or as soon thereafter as is reasonably practicable. 28

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1 • All accrued and unpaid fees of the type described in 28 U.S.C. § 1930, including the fees the U.S. Trustee, will be paid through the Effective Date. 2 3 C. Best Interests of Creditors 4 Often called the “best interests of creditors” test, Bankruptcy Code section 1129(a)(75 requires that a bankruptcy court find, as a condition to confirmation of a chapter 11 plan, that th6 plan provides, with respect to each impaired class, that each holder of a claim or an interest in suc7 class either (i) has accepted the plan or (ii) will receive or retain under the plan property of a valuthat is not less than the amount that such holder would receive or retain if the debtor liquidated und8 chapter 7 on the effective date of the plan. Based on their review, the Debtors and their advisor9 have prepared the liquidation analysis attached hereto as Exhibit C (the “Liquidation Analysis”). 10 The costs of liquidation under chapter 7 of the Bankruptcy Code would include the fee11 payable to a chapter 7 trustee, and the fees that would be payable to additional attorneys and oth12 professionals that such a trustee may engage. 13 Conversion to chapter 7 of the Bankruptcy Code would mean the establishment of a ne14 claims bar date, which could result in new Claims being asserted against the Estates, thereby dilutin15 the recoveries of other Holders of Allowed Claims. 16 Significantly, the benefits of the Investor Claims Special Provisions, the terms of which ar17 substantially incorporated into the Plan, are available only under the Plan. The Plan embodies 18 comprehensive, extensively negotiated settlement and compromise of myriad novel and comple19 legal and factual issues relating to the Investors of the Debtors. In the event of conversion, th20 chapter 7 trustee, Investors, and other creditors would have to confront the pursuit of extensiv21 litigation to resolve these and other issues, or would need to try to negotiate an alternativ22 settlement, all without the benefit of committee representation for creditors. This process would b23 extremely time-consuming and costly, and would very likely reduce and delay any recoverie24 available for creditors of the Estates. 25 In addition, a chapter 7 trustee likely would act quickly to sell or otherwise monetize th26 Debtors’ assets, including because (i) a chapter 7 trustee probably would not have adequate staffin27 or funding to dispose of the Debtors’ Real Properties over an extended period of time, and (ii) 28

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1 is relief that should be granted only “for a limited period” in any event, see 11 U.S.C. § 721. Such 2 forced sale by a chapter 7 trustee would likely ultimately result in substantially lower recoverie3 from the sale of the Debtors’ assets, as set forth in the Liquidation Analysis. 4 On balance, the Plan Proponents believe that a chapter 7 trustee would be less likely tmaximize the value available from all the Estate Assets and would be unable to obtain the benefits 5 the compromises and settlements available under the Plan. Therefore, the Plan Proponents believ6 that confirmation of the Plan will provide each Investor and other creditors with an equal or greate7 recovery than such party would receive pursuant to the liquidation of the Debtors under chapter 7 8 the Bankruptcy Code. 9 D. Feasibility 10 Bankruptcy Code section 1129(a)(11) requires that confirmation of the plan is not likely to b11 followed by the liquidation, or the need for further financial reorganization of the Debtors, or an12 successor to the Debtors (unless such liquidation or reorganization is proposed in the plan). The Pla13 Proponents believe that this requirement is satisfied, and the Debtors believe the Debtors’ Cash an14 any additional proceeds from the PFI Trust Assets will be sufficient to allow the PFI Trustee to mak15 all payments required to be made under the Plan. Accordingly, the Plan Proponents believe that th16 Plan is feasible. 17 E. Acceptance by Impaired Classes 18 The Bankruptcy Code requires, as a condition to confirmation, that, except as described i19 the following section, each class of claims or interests that is impaired under a plan accept the pla20 A class that is not “impaired” under a plan is deemed to have accepted the plan and, therefor21 solicitation of acceptances with respect to such class is not required. 22 A class is “impaired” unless a plan: (a) leaves unaltered the legal, equitable, and contractu23 rights to which the claim or the interest entitles the holder of such claim or interest; or (b) cures an24 default, reinstates the original terms of such obligation, compensates the holder for certain damage25 or losses, as applicable, and does not otherwise alter the legal, equitable, or contractual rights t26 which such claim or interest entitles the holder of such claim or interest. 27 Bankruptcy Code section 1126(c) defines acceptance of a plan by a class of impaired claim28

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1 allowed claims in that class, counting only those claims held by creditors that actually voted t2 accept or reject the plan. Thus, a Class of Impaired Claims will have voted to accept the Plan only 3 two-thirds in amount and a majority in number actually voting cast their Ballots in favor 4 acceptance. 5 F. Confirmation Without Acceptance by All Impaired Classes Bankruptcy Code section 1129(b) allows a bankruptcy court to confirm a plan even if a6 impaired classes have not accepted that plan, provided that the plan has been accepted by at least on7 impaired class of claims, determined without including the acceptance of the plan by any inside8 Notwithstanding an impaired class’s rejection or deemed rejection of the plan, such plan will b9 confirmed, at the plan proponent’s request, in a procedure commonly known as “cramdown,” s10 long as the plan does not “discriminate unfairly” and is “fair and equitable” with respect to eac11 class of claims or interests that is impaired under, and has not accepted, the plan. 12 To the extent that any Impaired Class rejects the Plan or is deemed to have rejected the Pla13 the Plan Proponents will request Confirmation of the Plan under Bankruptcy Code section 1129(b14 The Plan Proponents reserve the right to alter, amend, modify, revoke, or withdraw the Plan, th15 Plan Supplement, or any schedule or exhibit, including to amend or modify it to satisfy th16 requirements of Bankruptcy Code section 1129(b), if necessary. 17 1. No Unfair Discrimination 18 The “unfair discrimination” test applies to classes of claims or interests that reject or ar19 deemed to have rejected a plan and that are of equal priority with another class of claims or interest20 that is receiving different treatment under such plan. The test does not require that the treatment 21 such classes of claims or interests be the same or equivalent, but that such treatment be “fair” unde22 the circumstances. In general, bankruptcy courts consider whether a plan discriminates unfairly in it23 treatment of classes of claims of equal rank (e.g., classes of the same legal character). Bankruptc24 courts will take into account various factors in determining whether a plan discriminates unfairl25 and, accordingly, a plan could treat two classes of unsecured creditors differently without unfairl26 discriminating against either class. The Plan Proponents submit that if they are required t27 “cramdown” the Plan pursuant to Bankruptcy Code section 1129(b), the Plan is structured such th28

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1 2. Fair and Equitable Test 2 The “fair and equitable” test applies to classes that reject or are deemed to have rejected 3 plan and are of different priority and status vis-à-vis another class (e.g., secured versus unsecure4 claims, or unsecured claims versus equity interests), and includes the general requirement that nclass of claims receive more than 100% of the amount of the allowed claims in such class, includin5 interest. As to the rejecting class, the test sets different standards depending on the type of claims 6 interests in such rejecting class. The Plan Proponents submit that if they are required to “cramdown7 the Plan pursuant to Bankruptcy Code section 1129(b), the Plan is structured such that the applicabl8 “fair and equitable” standards are met. 9 G. Alternatives to Confirmation and Consummation of the Plan 10 The Plan Proponents believe that the Plan affords Holders of Claims the potential for 11 materially better realization on the Estate Assets than a chapter 7 liquidation, and, therefore, is in th12 best interests of all such Holders. If, however, the requisite acceptances of the voting Classes o13 Claims are not received, or no Plan is confirmed and consummated, the theoretical alternative14 include: (a) formulation of an alternative chapter 11 plan or plans, or (b) liquidation of the Debtor15 under chapter 7 of the Bankruptcy Code. 16 If the requisite acceptances are not received or if the Plan is not confirmed, the Pla17 Proponents or another party in interest could attempt to formulate and propose a different plan 18 plans. The Plan Proponents believe that the Plan enables creditors to realize the greatest possibl19 value under the circumstances, and, as compared to any alternative plan, has the greatest chance t20 be confirmed and consummated. 21 The Chapter 11 Cases may also be converted to cases under chapter 7 of the Bankruptc22 Code, pursuant to which a statutory trustee would be elected or appointed to complete the liquidatio23 of the Estate Assets for distribution to creditors in accordance with the priorities established by th24 Bankruptcy Code. As described above, the Plan Proponents believe that the Plan will provide eac25 Investor and other creditor with an equal or greater recovery than it would receive pursuant t26 liquidation of the Debtors under chapter 7 of the Bankruptcy Code. 27 VII. 28

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1 A. General 2 1. Status as Securities 3 The Plan provides for the establishment of the PFI Trust and for the issuance of the PFI Tru4 Interests to Holders of Allowed Class 4, Class 5, Class 6, and Class 7 Claims. In general, beneficiinterests in trusts may sometimes be subject to regulation under applicable non-bankruptcy la5 including federal and state securities laws. As discussed below, the Plan Proponents believe that th6 PFI Trust Interests will either (a) not constitute “securities” or (b) will be issued in compliance wit7 such federal and state securities laws. 8 9 B. Exemption From Offer and Sale of Securities Act and Blue Sky Laws 10 1. Issuance of PFI Trust Interests under Plan 11 Unless an exemption is available, the offer and sale of a security generally is subject t12 registration with the SEC under Section 5 of the Securities Act of 1933, as amended (the “Securitie13 Act”). The Debtors believe that the PFI Trust Interests, regardless of whether they are certificate14 and/or non-transferable, may be considered a “security” within the definition of Section 2(a)(1) 15 the Securities Act at the time of their issuance. 16 In the event that the PFI Trust Interests are deemed to constitute securities, under the Pla17 the PFI Trust Interests will be issued to holders of Allowed Class 4, Class 5, Class 6, and Class 18 Claims in reliance upon section 1145 of the Bankruptcy Code, to the extent such exemption i19 available. 20 Section 1145 of the Bankruptcy Code provides that the securities registration requirements 21 federal and state securities laws do not apply to the offer or sale of stock, warrants or other securitie22 of a debtor, an affiliate participating in a joint plan with the debtor or a successor to the debtor unde23 the plan if: (a) the offer or sale occurs under a plan of reorganization; (b) the recipients of th24 securities hold a claim against, an interest in or claim for administrative expense against the debto25 or such affiliate of the debtor; and (c) the securities are issued in exchange for such a claim o26 interest or are issued principally in such exchange and partly for cash and property. 27 This exemption is not available for an “underwriter.” Section 1145(b)(1) of the Bankruptc28

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1 (A) purchases a claim against, an interest in, or a claim for an administrative expens2 against the debtor, if that purchase is with a view to distributing any security received in exchang3 for such a claim or interest; 4 (B) offers to sell securities offered under a plan of reorganization for the holders of thossecurities; 5 (C) offers to buy those securities from the holders of the securities, if the offer to buy i6 (x) with a view to distributing those securities and (y) under an agreement made in connection wit7 the plan of reorganization, the completion of the plan of reorganization or with the offer or sale o8 securities under the plan of reorganization; or 9 (D) is an issuer with respect to the securities, as the term “issuer” is defined in Sectio10 2(a)(11) of the Securities Act, which includes any person directly or indirectly controlling the issue11 or any person under direct or indirect common control of the issuer. 12 Persons will not be deemed underwriters under Section 1145(b)(1)(A)-(C) of the Bankruptc13 Code by virtue of “ordinary trading transactions.” The staff of the SEC has stated that a person wi14 be deemed to engage in ordinary trading transactions with respect to resales on a national securitie15 exchange or in the over the counter market, so long as there is no concerted action among the seller16 the only informational material used in connection with the sale is the disclosure statement, and ther17 are no payments other than ordinary brokerage commissions. 18 For purposes of Section 1145(b)(1)(D) of the Bankrtupcy Code, “control” is assumed to hav19 its general meaning under the federal securities laws. A person controls an issuer if it possesse20 directly or indirectly, the power to direct or cause the direction of the management and policies 21 the issuer, whether through the ownership of voting securities, by contract or otherwise. Officer22 and directors of an issuer, and persons holding a significant percentages of an issuer’s votin23 securities, may be deemed to “control” the issuer. 24 Securities received under a plan of reorganization by an underwriter as defined under Sectio25 1145(b)(1)(A)-(C) are “restricted securities” for purposes of the federal securities laws. Accordin26 to the staff of the SEC, however, securities received under a plan of reorganization by an underwrit27 as defined under Section 1145(b)(1)(D) are “control securities” and not “restricted securities” f28

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1 federal securities law purposes. The treatment of restricted securities and control securities f2 purposes of Rule 144 is described below.. 3 2. Securities Issued in Reliance of Section 4(a)(2) of the Securities Act, 4 Regulation D and/or Regulation S If the exemption provided by Section 1145(a) of the Bankruptcy Code in unavailable for the 5 issuance of PFI Trust Interests under Plan, including for persons who are deemed “underwriters” 6 under Section 1145(b)(1)(A)-(C) of the Bankruptcy Code, the PFI Trust Interests will be issued to 7 8 Holders of Allowed Class 4, Class 5 and Class 6 Claims in reliance upon the federal securities law 9 exemptions provided in Section 4(a)(2) of the Securities Act (“Section 4(a)(2)”) and/or Regulation 10 or Regulation S under the Securities Act. 11 Section 4(a)(2) provides an exemption from the registration requirements under the 12 Securities Act for transactions not involving any public offering. Transactions meeting the 13 requirements of Regulation D are deemed to qualify for the exemption provided for in Section 14 15 4(a)(2). If PFI Trust Interests cannot be issued pursuant to Section 1145(a) of the Bankruptcy Code16 the PFI Trust Interests will be issued if possible pursuant to Regulation D, as securities issued in 17 accordance with Regulation D will be exempt from the registration requirements of state securities 18 laws. Otherwise, if the PFI Trust Interests are issued pursuant to the federal exemption provided by19 Section 4(a)(2) (and not Regulation D), such PFI Trust Interests will be issued pursuant to available 20 exemptions under state securities laws. Holders of Allowed Class 4, Class 5, Class 6, and Class 7 21 Claims receiving PFI Trust Interests issued pursuant to Section 4(a)(2) and/or Regulation D will be 22 23 required to certify that they are “accredited investors,” as that term is defined by the SEC for the 24 purposes of Regulation D. Such securities will be deemed “restricted securities” for purposes of the25 federal securities laws. 26 27 28

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1 Regulation S promulgated under the Securities Act provides an exemption for offers and 2 sales of securities in certain offshore transactions, and may be used to issue PFI Trust Interests unde3 the Plan to persons outside of the United States. 4 3. Resale of PFI Trust Interests After Plan Effective Date 5 (a) General 6 PFI Trust Interests that are issued pursuant to Section 1145(a) of the Bankruptcy Code may 7 be resold without registration pursuant to section 4(a)(1) of the Securities Act and corresponding 8 exemptions under state securities laws. 9 10 Holders of PFI Trust Interests that are “restricted securities” or “control securities” may be 11 resold only in compliance with the registration requirements of, or pursuant to an available 12 exemption from registration under, federal and state securities laws. Among potential federal 13 securities law exemptions is Rule 144, which is described further below. 14 Regulation S has its own provisions regarding resales and, among other restrictions, imposes15 certain “anti-flow back” rules which restrict the transfer of such securities back into the United 16 States for specified time periods. 17 18 (b) Rule 144 19 PFI Trust Interests that are restricted securities and/or control securities may be resol20 pursuant to the limited safe harbor resale provisions under Rule 144 under the Securities Act (“Rul21 144”), to the extent available, and in compliance with applicable state securities laws. 22 Generally, Rule 144 provides that persons who hold restricted securities or control securitie23 may resell such securities, and will not be deemed to be an underwriter in connection with suc24 resale, if certain conditions are met. Restricted securities are subject to a statutory holding period 25 six months, if the issuer is subject to the public reporting requirements of the Securities Exchang26 Act of 1934, and 12 months otherwise. Other than compliance with the applicable holding perio27 resales of restricted securities that are not also control securities, are not subject to any oth28 limitations or qualifications under Rule 144. Resales under Rule 144 of control securities are subje

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1 to the public availability of certain information regarding the issuer, a limitation on the amount 2 securities that may be sold in any three-month period, the requirement that the securities be sold in 3 “brokers’ transaction” or in a transaction directly with a "market maker" and a requirement th4 notice of the resale be filed with the SEC on Form 144. 5 PERSONS WHO RECEIVE SECURITIES UNDER THE PLAN ARE URGED TCONSULT THEIR OWN LEGAL ADVISOR WITH RESPECT TO THE RESTRICTION6 APPLICABLE UNDER THE FEDERAL OR STATE SECURITIES LAWS AND TH7 CIRCUMSTANCES UNDER WHICH SECURITIES MAY BE SOLD IN RELIANCE O8 SUCH LAWS. THE FOREGOING SUMMARY DISCUSSION IS GENERAL IN NATUR9 AND HAS BEEN INCLUDED IN THIS DISCLOSURE STATEMENT SOLELY FO10 INFORMATIONAL PURPOSES. THE DEBTORS MAKE NO REPRESENTATION11 CONCERNING, AND DO NOT PROVIDE ANY OPINIONS OR ADVICE WITH RESPEC12 TO, THE SECURITIES OR THE BANKRUPTCY MATTERS DESCRIBED IN THI13 DISCLOSURE STATEMENT. IN LIGHT OF THE UNCERTAINTY CONCERNING TH14 AVAILABILITY OF EXEMPTIONS FROM THE RELEVANT PROVISIONS O15 FEDERAL AND STATE SECURITIES LAWS, WE ENCOURAGE EACH RECIPIENT O16 SECURITIES AND EACH OTHER PARTY IN INTEREST TO CONSIDER CAREFULL17 AND CONSULT WITH ITS OWN LEGAL ADVISORS WITH RESPECT TO ALL SUC18 MATTERS. BECAUSE OF THE COMPLEX, SUBJECTIVE NATURE OF THE QUESTIO19 OF WHETHER THE PFI TRUST INTERESTS ARE “SECURITIES” FOR SECURITIE20 LAW PURPOSES, WHETHER A SECURITY IS EXEMPT FROM THE REGISTRATIO21 REQUIREMENTS UNDER THE FEDERAL OR STATE SECURITIES LAWS O22 WHETHER A PARTICULAR RECIPIENT OF SECURITIES MAY BE A23 UNDERWRITER, WE MAKE NO REPRESENTATION CONCERNING THE ABILITY O24 A PERSON TO DISPOSE OF THE SECURITIES ISSUED UNDER THE PLAN. 25 VIII. 26 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLA27 28 THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN ARE COMPLEX.

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1 ALL HOLDERS OF CLAIMS AGAINST THE DEBTORS SHOULD CONSULT WITH THEIR OWN TAX ADVISORS AS TO THE PARTICULAR TAX CONSEQUENCES TO 2 THEM OF THE TRANSACTIONS CONTEMPLATED BY THE PLAN, INCLUDING THEAPPLICABILITY AND EFFECT OF ANY STATE, LOCAL, OR FOREIGN TAX LAWS 3 AND OF ANY CHANGE IN APPLICABLE TAX LAWS 4 5 This discussion is provided for informational purposes only, and is based on provisions of th6 Internal Revenue Code of 1986, as amended (the “IRC”), Treasury Regulations promulgate7 thereunder, judicial authorities, and current administrative rulings and practice, all as in effect on th8 date hereof. Due to the complexity of certain aspects of the Plan, the lack of applicable leg9 precedent, the possibility of changes in the law, the differences in the nature of the Claims (includin10 Claims within the same Class) and Equity Interests, the holder’s status and method of accountin11 (including holders within the same Class) and the potential for disputes as to legal and factu12 matters with the IRS, the tax consequences described herein are subject to significant uncertaintie13 No legal opinions have been requested from counsel with respect to any of the tax aspects of th14 Plan and no rulings have been or will be requested from the IRS with respect to the any of the issue15 discussed below. Further, legislative, judicial or administrative changes may occur, perhaps wit16 retroactive effect, which could affect the accuracy of the statements and conclusions set forth belo17 as well as the tax consequences to the holders of Claims and Equity Interests. Any such changes 18 interpretations may be retroactive and could significantly, and adversely, affect the United State19 federal income tax consequences of the Plan. The following summary is based in part on the assumption that, if the Plan is adopted, th20 Claims of the PFI LLC Members in the PFI-Managed LLCs will be recharacterized as Non-DO21 Investor Claims, with such recharacterization to be retroactive on a case-by-case basis in eac22 instance to the date or dates on which such PFI LLC Member tranferred funds in to the respectiv23 PFI-Managed LLC(s) in exchange for purported equity interests in such PFI-Managed LLCs, an24 that each PFI LLC Member should therefore be properly treated for U.S. federal tax purposes a25 never having owned any equity interest in any of the PFI-Managed LLCs. Holders should consu26 their own tax advisors for advice with respect to their particular situation and circumstances. 27 28

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1 The following summary does not address the U.S. federal income tax consequences to th2 Holders of Claims or Equity Interests not entitled to vote to accept or reject the Plan. In addition, t3 the extent that the following discussion relates to the consequences to Holders of Claims entitled t4 vote to accept or reject the Plan, it is limited to Holders that are United States persons within th5 meaning of the IRC. For purposes of the following discussion, a “United States person” is any of thfollowing: 6 7 • An individual who is a citizen or resident of the United States; 8 • A corporation created or organized under the laws of the United States or any state political subdivision thereof; 9 • An estate, the income of which is subject to U.S. federal income taxation regardless of it10 source; or 11 • A trust that (a) is subject to the primary supervision of a United States court and which ha12 one or more United States fiduciaries who have the authority to control all substantidecisions of the trust, or (b) has a valid election in effect under applicable Treasur13 Regulations to be treated as a United States person. 14 This discussion does not address all aspects of U.S. federal income taxation that may b15 relevant to a particular Holder in light of its particular facts and circumstances, or to certain types o16 Holders subject to special treatment under the IRC. Examples of Holders subject to special treatme17 under the IRC are governmental entities and entities exercising governmental authority, foreig18 companies, persons who are not citizens or residents of the United States, banks and certain oth19 financial institutions, broker-dealers, insurance companies, tax-exempt organizations, real estat20 investment trusts, small business investment companies, regulated investment companies, person21 that have a functional currency other than the U.S. dollar, and persons holding Claims that are 22 hedge against, or that are hedged against, currency risk or that are part of a straddle, constructiv23 sale, or conversion transaction. This discussion does not address the tax consequences to holders 24 Claims who did not acquire such Claims at the issue price on original issue. No aspect of foreig25 state, local or estate and gift taxation is addressed. 26 The tax treatment of Holders of Claims and the character, amount, and timing of incom27 gain, or loss recognized as a consequence of the Plan and the Distributions provided for by the Pla28 may vary, depending upon the following factors, among others: (i) whether the Claim or portio

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1 thereof constitutes a Claim for principal or interest; (ii) the type of consideration, if any, received b2 the Holder in exchange for the Claim, and whether the Holder receives Distributions under the Pla3 in more than one taxable year; (iii) whether the Holder is a citizen or resident of the United States f4 tax purposes, is otherwise subject to U.S. federal income tax on a net basis, or falls into any speciclass of taxpayers, such as those that are excluded from this discussion as noted above; (iv) th5 manner in which the Holder acquired the Claim; (v) the length of time that the Claim has been hel6 (vi) whether the Claim was acquired at a discount; (vii) whether the Holder has taken theft los7 deduction with respect to the Claim or any portion thereof in the current or prior taxable years; (vii8 whether the Holder has previously included in gross income accrued but unpaid interest with respe9 to the Claim; (ix) the method of tax accounting of the Holder; (x) whether the Claim is a10 installment obligation for U.S. federal income tax purposes; and (xi) whether the “market discount11 rules apply to the Holder. Therefore, each Holder should consult such Holder’s own tax advisor f12 tax advice with respect to that Holder’s particular situation and circumstances, and the particular ta13 consequences to such Holder of the transactions contemplated by the Plan. 14 A significant amount of time may elapse between the date of the Disclosure Statement an15 the receipt of a final Distribution under the Plan. Events occurring after the date of the Disclosur16 Statement, such as new or additional tax legislation, court decisions, or administrative change17 could affect the U.S. federal income tax consequences of the Plan and the transactions contemplate18 thereunder. No representations are being made regarding the particular tax consequences of th19 confirmation or implementation of the Plan as to any Holder of a Claim. This discussion is n20 binding upon the IRS or other taxing authorities. No assurance can be given that the IRS or anothe21 authority would not assert, or that a court would not sustain, a different position from any discusse22 herein. 23 THE FOLLOWING DISCUSSION IS INTENDED ONLY AS A SUMMARY O24 CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN, AND IS NO25 A SUBSTITUTE FOR CAREFUL TAX PLANNING WITH A TAX PROFESSIONAL. TH26 FOLLOWING DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NO27 TAX ADVICE. THE TAX CONSEQUENCES ARE IN MANY CASES UNCERTAIN AN28

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1 ACCORDINGLY, EACH HOLDER IS STRONGLY URGED TO CONSULT SUC2 HOLDER’S INDEPENDENT TAX ADVISOR REGARDING THE FEDERAL, STAT3 LOCAL, AND FOREIGN INCOME TAX CONSEQUENCES OF THE PLAN. 4 A. Certain U.S. Federal Income Tax Consequences of the PFI Trust Under the terms of the Plan, the PFI Trust Assets will be transferred to the PFI Trust, and th5 remaining assets (the OpCo Assets) to the OpCo, in a taxable disposition. For U.S. federal incom6 tax purposes, the transfer of the PFI Trust Assets to the PFI Trust will be treated as a sale or oth7 disposition of assets (except for the assets transferred to the Disputed Ownership Fund as provide8 in Section 6.9 of the Plan) to the PFI Trust Beneficiaries in exchange for their claims in the Chapt9 11 Cases. Any income or gain from the transfer of assets to the PFI Trust shall be recognized by th10 transferring Debtor (or, in the case of a Debtor that is classified as a partnership or “disregarded11 entity for U.S. federal income tax purposes, to the partners or sole owner of such Debtor), who wi12 be responsible to pay any resulting tax liability. 13 The tax consequences of the Plan, however, are subject to many uncertainties due to th14 complexity of the Plan and the lack of interpretative authority regarding certain changes in the ta15 law. Uncertainties with regard to U.S. federal income tax consequences of the Plan also arise due t16 the inherent nature of estimates of value that will impact the determination of the amount of incom17 or gain from the transfer of assets to the PFI Trust. 18 As of the Effective Date, the PFI Trust shall be established for the benefit of all PFI Tru19 Beneficiaries. As soon as reasonably practicable after the PFI Trust Assets are transferred to the P20 Trust, the The PFI Trustee will make a good faith valuation of the PFI Trust Assets. In order t21 ensure that the PFI Trust can qualify as a “liquidating trust” for U.S. federal income tax purposes (a22 discussed further below), all parties (including, without limitation, the PFI Trustee and the PFI Tru23 Beneficiaries) must consistently use such valuation for all U.S. federal income tax purposes. 24 Assuming that the PFI Trust is validly characterized as a “liquidating trust” for U.S. feder25 income tax purposes, it will allocate any taxable income it may recognize following the Effectiv26 Date (other than taxable income allocable to a Distribution Reserve) among PFI Trust Beneficiarie27 in accordance with the manner in which an amount of cash equal to such taxable income would b28

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1 deemed distribution, the PFI Trust had distributed all of its assets (valued at their tax book value, an2 other than assets allocable to a Distribution Reserve) to the holders of the beneficial interests in th3 PFI Trust, adjusted for prior taxable income and loss and taking into account all prior and concurre4 distributions from the PFI Trust. For U.S. federal income tax purposes, the PFI Trust Beneficiarieshall be treated as the grantors of the PFI Trust and deemed to be the owners of the assets of the P5 Trust. The transfer of the PFI Trust Assets to the PFI Trust shall be deemed a transfer to the P6 Trust Beneficiaries by the Debtors, followed by a deemed transfer by such PFI Trust Beneficiaries t7 the PFI Trust. The Debtors, the PFI Trust Beneficiaries, and the PFI Trust will consistently report th8 valuation of the assets transferred to the PFI Trust. Such consistent valuations and revised reportin9 will be used for all U.S. federal income tax purposes. Similarly, taxable loss of the PFI Trust shall b10 allocated by reference to the manner in which an economic loss would be borne immediately after 11 distribution in liquidation of the remaining PFI Trust Assets. The tax book value of the PFI Tru12 Assets for this purpose shall be equal to the fair market value of the PFI Trust Assets on th13 Effective Date, adjusted in accordance with tax accounting principles prescribed by the IR14 applicable Treasury Regulations, and other applicable administrative and judicial authorities an15 pronouncements. Subject to definitive guidance from the IRS or a court of competent jurisdiction t16 the contrary (including the receipt by the PFI Trustee of an IRS private letter ruling if the P17 Trustee so requests one, or the receipt of an adverse determination by the IRS upon audit if n18 contested by the PFI Trustee), the PFI Trustee will (a) elect to treat any PFI Trust Assets allocable t19 a Distribution Reserve (a reserve for amounts and PFI Trust Interests retained on account o20 Contingent Claims, Disputed Claims or Unliquidated Claims) as a “disputed ownership fund21 governed by Treasury Regulation Section 1.468B-9, and (b) to the extent permitted by applicabl22 law, report consistently with the foregoing for state and local income tax purposes. Accordingly, th23 Distribution Reserves will be subject to tax annually on a separate entity basis on any net incom24 earned with respect to the PFI Trust Assets in such reserves, and all distributions from such reserve25 will be treated as received by holders in respect of their Claims as if distributed by the Debtors. A26 parties (including, without limitation, the PFI Trustee and the holders of beneficial interests in th27 PFI Trust) will be required to report for tax purposes consistently with the foregoing. 28

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1 The PFI Trust is intended to qualify as a “liquidating trust” for U.S. federal income ta2 purposes within the meaning of Treasury Regulation section 301.7701-4(d). In general, a liquidatin3 trust is not a separate taxable entity but rather is treated for U.S. federal income tax purposes as 4 “grantor” trust (i.e., a pass-through entity) with respect to its beneficiaries. The Internal RevenuService (“IRS”), in Revenue Procedure 94-45, 1994-28 I.R.B. 124, set forth the general criteria f5 obtaining an IRS ruling as to the grantor trust status of a liquidating trust under a chapter 11 pla6 The PFI Trust has been structured with the intention of complying with such general criteri7 Pursuant to the Plan, and in conformity with the guidelines set forth in Revenue Procedure 94-45, a8 parties (including the PFI Trustee and the holders of beneficial interests in the PFI Trust) ar9 required to treat for U.S. federal income tax purposes, the PFI Trust as a grantor trust of which th10 holders of PFI Trust Interests are the owners and grantors. Although the following discussio11 assumes that the PFI Trust would be so treated for U.S. federal income tax purposes, no ruling ha12 been requested from the IRS concerning the tax status of the PFI Trust as a grantor trus13 Accordingly, there can be no assurance that the IRS would not take a contrary position to th14 classification of the PFI Trust as a grantor trust. lf the IRS were to challenge successfully suc15 classification, the U.S. federal income tax consequences to the PFI Trust and the holders of P16 Trust Interests could vary from those discussed herein, and, thus, there could be less Available Cas17 than projected, resulting in lower recoveries for holders of PFI Trust Interests. 18 B. Consequences to Holders of Claims Generally 19 In general, each Holder of an Allowed Claim will recognize gain or loss in an amount equ20 to the difference between (i) the “amount realized” by such Holder in satisfaction of its Claim, an21 (ii) such Holder’s adjusted tax basis in such Claim. The “amount realized” by a Holder will equ22 the sum of cash and the aggregate fair market value of the property received by such Hold23 pursuant to the Plan (such as a Holder’s undivided beneficial interest in the assets transferred to th24 PFI Trust). Where gain or loss is recognized by a Holder in respect of its Allowed Claim, th25 character of such gain or loss (i.e., long-term or short-term capital, or ordinary income) will b26 determined by a number of factors including the tax status of the Holder, whether the Clai27 constituted a capital asset in the hands of the Holder and how long it had been held, whether th28

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1 Claim was originally issued at a discount or acquired at a market discount and whether and to wh2 extent the Holder had previously claimed a theft loss in respect of the Claim. 3 Generally, a Holder of an Allowed Claim will realize gain or loss on the exchange under th4 Plan of its Allowed Claim for Cash or other property, in an amount equal to the difference betwee(i) the sum of the amount of any Cash and the fair market value on the date of the exchange of an5 other property received by the Holder, and (ii) the adjusted tax basis of the Allowed Clai6 exchanged therefor (other than basis attributable to accrued but unpaid interest previously include7 in the Holder’s taxable income). It is possible that any loss, or a portion of any gain, realized by 8 Holder of a Claim may have to be deferred until all of the Distributions to such Holder are received. 9 When gain or loss is recognized by a Holder, such gain or loss may be long-term capital gai10 or loss if the Claim disposed of is a capital asset in the hands of the Holder and has been held f11 more than one year. Each Holder of an Allowed Claim should consult such Holder’s own tax adviso12 to determine whether gain or loss recognized by such Holder will be long-term capital gain or los13 and the specific tax effect thereof on such Holder. 14 A Holder of an Allowed Claim who receives, in respect of the Holder’s Allowed Claim, a15 amount that is less than that Holder’s tax basis in such Allowed Claim may be entitled to a bad de16 deduction under IRS Section 166 or a theft loss deduction under IRC Section 165(e). The rule17 governing the character, timing, and amount of a bad debt deduction place considerable emphasis o18 the facts and circumstances of the holder, the obligor, and the instrument with respect to which 19 deduction is claimed. Rules relating to theft loss deductions, which are described in more deta20 below, are also potentially complex, and the timing and amount of any such loss may be affected b21 whether a Holder elects to apply certain IRS safe harbor procedures relating to losses realized b22 investors in certain frauduletn investment schemes. Holders of Allowed Claims, therefore, are urge23 to consult their own tax advisors with respect to the ability to take either a bad debt or theft los24 deduction. A Holder that has previously recognized a loss or deduction in respect of that Holder’25 Allowed Claim may be required to include in gross income (as ordinary income) any amount26 received under the Plan to the extent such amounts exceed the Holder’s adjusted basis in suc27 Allowed Claim. 28

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1 Holders of Allowed Claims who were not previously required to include any accrued b2 unpaid interest with respect to an Allowed Claim may be treated as receiving taxable interest incom3 to the extent any consideration they receive under the Plan is allocable to such interest. A Hold4 previously required to include in gross income any accrued but unpaid interest with respect to aAllowed Claim may be entitled to recognize a deductible loss to the extent such interest is n5 satisfied under the Plan. 6 A Holder of an Allowed Claim constituting an installment obligation for tax purposes may b7 required to currently recognize any gain remaining with respect to such obligation if, pursuant to th8 Plan, the obligation is considered to be satisfied at other than at face value or distribute9 transmitted, sold or otherwise disposed of within the meaning of IRC section 453B. 10 Holders of Disallowed Claims will not receive any Distribution as part of the Pla11 Accordingly, because such a Holder may receive an amount that is less than that Holder’s tax basi12 in such Claim, such Holder may be entitled to a deduction, and are urged to consult with their ow13 tax advisors with respect to the amount and character of any available deduction. 14 C. Consequences to PFI Trust Beneficiaries 15 After the Effective Date, any amount that a PFI Trust Beneficiary (as a Holder of a PFI Tru16 Interest) receives as a distribution from the PFI Trust in respect of its beneficial interest in the P17 Trust should not be included, for U.S. federal income tax purposes, in the Holder’s amount realize18 in respect of its Allowed Claim but should be separately treated as a distribution received in respe19 of such Holder’s beneficial interest in the PFI Trust. In general, a Holder’s aggregate tax basis in it20 undivided beneficial interest in the assets transferred to the PFI Trust will equal the fair market valu21 of such undivided beneficial interest as of the Effective Date and the Holder’s holding period in suc22 assets will begin the day following the Effective Date. Distributions to any Holder of an Allowe23 Claim will be allocated first to the original principal portion of such Claim as determined for feder24 tax purposes, and then, to the extent the consideration exceeds such amount, to the remainder of suc25 Claim. However, there is no assurance that the IRS will respect such allocation for U.S. feder26 income tax purposes. 27 For all U.S. federal income tax purposes, all parties (including the PFI Trustee and th28

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1 accordance with the terms of the Plan, as a transfer of those assets directly to the Holders of Allowe2 Claims (and, with respect to the Contingent Claims, Disputed Claims and Unliquidated Claims, t3 the Distribution Reserve) followed by the transfer of such assets by such Holders to the PFI Trus4 Consistent therewith, all parties shall treat the PFI Trust as a grantor trust of which such Holders arto be the owners and grantors. Thus, such Holders (and any subsequent Holders of interests in th5 PFI Trust) shall be treated as the direct owners of an undivided beneficial interest in the assets of th6 PFI Trust. Accordingly, each Holder of a beneficial interest in the PFI Trust will be required t7 report on its U.S. federal income tax return(s) the Holder’s allocable share of all income, gain, los8 deduction or credit recognized or incurred by the PFI Trust. The PFI Trust’s taxable income will b9 allocated to the Holders of PFI Trust Interests in accordance with each such Holder’s pro rata shar10 of the PFI Trust Interests in the PFI Trust Assets. The character of items of income, deduction an11 credit to any Holder and the ability of such Holder to benefit from any deductions or losses ma12 depend on the particular situation of such Holder. The U.S. federal income tax reporting obligatio13 of a Holder of a beneficial interest in the PFI Trust is not dependent upon the PFI Trust distributin14 any cash or other proceeds. Therefore, a Holder of a beneficial interest in the PFI Trust may incur 15 U.S. federal income tax liability regardless of the fact that the PFI Trust has not made, or will n16 make, any concurrent or subsequent distributions to the Holder. If a Holder incurs a federal ta17 liability but does not receive distributions commensurate with the taxable income allocated to it i18 respect of its PFI Trust Interest in the PFI Trust, the Holder may be allowed a subsequent 19 offsetting loss. 20 The PFI Trustee will file with the IRS returns for the PFI Trust as a grantor trust pursuant t21 Treasury Regulations section 1.671-4(a). The PFI Trustee will also send to each Holder of 22 beneficial interest in the PFI Trust a separate statement setting forth the Holder’s share of items 23 income, gain, loss, deduction or credit and will instruct the Holder to report such items on its U. 24 federal income tax return. Events subsequent to the date of this Disclosure Statement, such as th25 enactment of additional tax legislation, could also change the U.S. federal income tax consequence26 of the Plan and the transactions contemplated thereunder. 27 A PFI Trust Beneficiary who is a victim of a Ponzi scheme might be entitled to claim a los28

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1 property used in a trade or business or a transaction entered into for profit are deductible in the ye2 in which the loss is sustained and in an amount not to exceed the adjusted tax basis of the propert3 involved. A theft loss generally cannot be deducted in a tax year to the extent that there ar4 reasonable prospects of a recovery of some or all of the loss. In that event, the deduction ipostponed until it can be ascertained with reasonable certainty the likelihood and amount of an5 reimbursement that will be received. The loss generally must be deducted in the first year 6 reasonable prospect of recovery no longer exists, and cannot be claimed in any subsequent year. Th7 reasonable prospect of reimbursement rule applies only to that part of the loss for whic8 reimbursement is available. However, in 2009, the IRS issued Rev. Proc. 2009-20, 2009-14 I.R. 9 735, to provide an optional safe harbor treatment for taxpayers that experienced losses in certai10 investment arrangements discovered to be fraudulent and in which a lead figure has been charge11 with a crime. Under these safe harbor provisions, a qualified investor may deduct 95% of qualifie12 investment in the discovery year (i.e., the year in which an indictment, information, or complai13 described in section 4.02 of Revenue Procedure 2009-20 is filed) if the qualified investor does n14 pursue any potential third-party recovery. A 75% deduction is available in the discovery year if 15 qualified investor is pursuing or intends to pursue any potential third-party recovery. The details f16 qualification for the safe harbor deduction are set forth in Rev. Proc. 2009-20. 17 In 2011, the IRS issued Rev. Proc. 2011-58, 2011-58 I.R.B. 849, which modified th18 provisions of Rev. Proc. 2009-20. Under Rev. Proc. 2011-58, the safe harbor provisions of Re19 Proc. 2009-20 may be utilized if a lead figure, or an associated entity involved in the specifie20 fraudulent arrangement, was the subject of one or more civil complaints or similar documents that 21 state or federal governmental entity filed with a court or in an administrative agency enforceme22 proceeding, and: 23 (a) The civil complaint or similar documents together allege facts that comprise substantiall24 all of the elements of a specified fraudulent arrangement conducted by the lead figure; 25 (b) The death of the lead figure precludes a charge by indictment, information, or crimin26 complaint against that lead figure; and 27 (c) A receiver or trustee was appointed with respect to the arrangement or assets of th28

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1 A strict reading of Rev. Proc. 2011-58 would require that, unless the lead figure’s deat2 precludes the filing of a criminal indictment or criminal complaint, there must be an indictment 3 criminal complaint filed against the lead figure in order for safe harbor rules of Rev. Proc. 2009-24 to be available to victims of a Ponzi scheme. As noted herein, Ken Casey, the founder of PFI, whmaintained control over some or all of the Debtors during relevant times, died in May 2020. P5 Trust Beneficiaries should consult with their own tax advisors to determine if a theft loss deductio6 is permissible, as well as the timing, amount, and applicable limitations for any such theft los7 deduction. 8 D. Withholding on Distributions, and Information Reporting 9 All Distributions to Holders of Allowed Claims under the Plan and any Distributions to th10 holders of beneficial interests in the PFI Trust are subject to any applicable tax withholding. Und11 U.S. federal income tax law, interest, dividends, and other reportable payments may, under certai12 circumstances, be subject to “backup withholding” at the then applicable withholding rate (currentl13 24%). Backup withholding generally applies if the payment recipient (i) fails to furnish th14 recipient’s social security number or other taxpayer identification number; (ii) furnishes an incorre15 taxpayer identification number; (iii) fails to properly report interest or dividends; or (iv) und16 certain circumstances, fails to provide a certified statement, signed under penalty of perjury, that th17 taxpayer’s identification number provided is the recipient’s correct taxpayer identification numb18 and that such recipient is not subject to backup withholding. Backup withholding is not an addition19 tax but merely an advance payment, which may be refunded to the extent it results in a20 overpayment of tax. Certain persons are exempt from backup withholding, including, in certai21 circumstances, corporations and financial institutions. 22 In addition, a Holder of an Allowed Claim that is a not a United States person may be subje23 to additional withholding, depending on, among other things, the particular type of income an24 whether the type of income is subject to a lower treaty rate. As to certain Claims, it is possible th25 withholding may be required with respect to distributions by the Debtor making such Distribution 26 by the PFI Trust, as applicable, even if no withholding would have been required if payment wa27 made prior to the Chapter 11 Cases. A Holder that is not a United States person may also be subje28

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1 above, the foregoing discussion of the U.S. federal income tax consequences of the Plan does n2 generally address the consequences to Holders that are not United States persons, and such Holder3 are urged to consult their own tax advisors regarding potential withholding on Distributions und4 the Plan. In addition, Treasury Regulations generally require disclosure by a taxpayer on its U. 5 federal income tax return of certain types of transactions in which the taxpayer participate6 including, among other types of transactions, certain transactions that result in the taxpayer’7 claiming a loss in excess of specified thresholds. Holders are urged to consult their own tax advisor8 regarding these Treasury Regulations and whether the transactions contemplated by the Plan woul9 be subject to these Treasury Regulations and require disclosure on the Holder’s tax returns. 10 11 12 [Remainder of page intentionally left blank] 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 IX. 2 RECOMMENDATION 3 The Plan Proponents believe that confirmation and implementation of the Plan are the be4 alternative under the circumstances and urge all Impaired Creditors entitled to vote on the Plan tvote in favor of and support confirmation of the Plan. Provided herewith as a separate document is 5 brief summary of the Plan, and the statements of the Ad Hoc Committees in support of the Pla6 which all Investors are encouraged to read in their entirety. 7 8 Dated: April 16, 2021 9 SHEPPARD MULLIN RICHTER & HAMPTON LLP 10 By /s/ Ori Katz 11 ORI KATZ 12 J. BARRETT MARUM MATT KLINGER 13 Counsel for Debtors 14 15 Dated: April 16, 2021 16 PACHULSKI STANG ZIEHL & JONES LLP 17 18 By /s/ Debra Grassgreen DEBRA GRASSGREEN 19 JOHN D. FIERO CIA H. MACKLE 20 Counsel for the Official Committee of Unsecured 21 Creditors 22 23 24 25 26 27 28

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1 EXHIBIT A 2 Joint Chapter 11 Plan 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 Ori Katz (CA Bar No. 209561) Debra I. Grassgreen (CA Bar No. 169978) J. Barrett Marum (CA Bar No. 228628) John D. Fiero (CA Bar No. 136557) 2 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) Gianni Segretti (CA Bar No. 323645) PACHULSKI STANG ZIEHL & JONES LL3 SHEPPARD, MULLIN, RICHTER 150 California Street, 15th Floor & HAMPTON LLP San Francisco, CA 94111 4 (A Limited Partnership Including Professional Telephone: (415) 263-7000 Corporations) Facsimile: (415) 263-7010 5 Four Embarcadero Center, 17th Floor E-mail: dgrassgreen@pszjlaw.com San Francisco, CA 94111-4019 jfiero@pszjlaw.com 6 Telephone: (415) 434-9100 cmackle@pszjlaw.com Facsimile: (415) 434-3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 mklinger@sheppardmullin.com Counsel to the Official Committee of gsegretii@sheppardmullin.com Unsecured Creditors 9 Counsel to Debtors and Debtors in Possession 10 11 UNITED STATES BANKRUPTCY COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 SAN FRANCISCO DIVISION 14 Chapter 11 15 In re: Case No. 20-30604 16 PROFESSIONAL FINANCIAL INVESTORS, INC., et al.,1 (Jointly Administered) 17 Debtors. AMENDED JOINT CHAPTER 11 PLAN 18 OF PROFESSIONAL FINANCIAL INVESTORS, INC. AND ITS AFFILIATE 19 DEBTORS PROPOSED BY THE DEBTORS AND OFFICIAL COMMITTE 20 OF UNSECURED CREDITORS AND SUPPORTED BY THE AD HOC LLC 21 MEMBERS COMMITTEE AND THE AD HOC DOT NOTEHOLDERS 22 COMMITTEE 23 24 25 26 27 1 A complete list of the Debtors, the last four digits of their federal tax identification numbers, and theiaddresses is attached hereto as Exhibit 1. 28

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1 TABLE OF CONTENTS Pag 2 INTRODUCTION ...........................................................................................................................1 3 DEFINED TERMS AND RULES OF INTERPRETATION ..........................................................1 4 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS ............................17 5 1.1. Summary and Classification of Claims ..................................................................17 6 1.2. Classification & Voting Controversies ..................................................................18 7 TREATMENT OF CLAIMS AND EQUITY INTERESTS ...................................18 8 2.1 Unclassified Claims ...............................................................................................18 9 2.2 Class 1: Non-Investor First-Priority Lender Claims ..............................................19 10 2.3 Class 2: Non-Investor Other Secured Claims ........................................................21 11 12 2.4 Class 3: Priority Claims .........................................................................................22 13 2.5 Class 4: DOT Noteholder Claims ..........................................................................22 14 2.6 Class 5: Non-DOT Investor Claims. ......................................................................23 15 2.7 Class 6: Other Unsecured Claims ..........................................................................24 16 2.8 Class 7: Other Subordinated Claims ......................................................................25 17 2.9 Class 8: Equity Interests.........................................................................................25 18 2.10 Comprehensive Settlement of Claims and Controversies ......................................25 19 ACCEPTANCE OR REJECTION OF THE PLAN ..............................................27 20 3.1 Impaired Class of Claims Entitled to Vote ............................................................27 21 3.2 Acceptance by an Impaired Class ..........................................................................27 22 3.3 Presumed Acceptances by Unimpaired Classes ....................................................27 23 3.4 Impaired Classes Deemed to Reject Plan ..............................................................27 24 3.5 Modifications of Votes ..........................................................................................27 25 26 3.6 Confirmation Pursuant to Bankruptcy Code Section 1129(b) ...............................27 27 3.7 Elimination of Vacant Classes ...............................................................................28 28 3.8 Severability of Joint Plan. ......................................................................................28

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1 IMPLEMENTATION OF THE PLAN .................................................................28 2 4.1 Implementation of the Plan. ...................................................................................28 3 4.2 Streamlining of the Debtors’ Corporate Affairs ....................................................28 4 4.3 PFI Trust ................................................................................................................29 5 4.4 Alternative Restructuring Transactions. ................................................................35 6 4.5 Preservation of Privileges and Defenses. ...............................................................35 7 4.6 Preservation of Rights of Action............................................................................35 8 4.7 Cancellation of Instruments. ..................................................................................36 9 4.8 Substantive Consolidation Including of Professional Investors 28, LLC and 10 PFI Glenwood LLC................................................................................................36 11 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...............................37 12 5.1 Assumption of Certain Executory Contracts and Unexpired Leases. ....................37 13 5.2 Rejection of Executory Contracts and Unexpired Leases. .....................................39 14 PROVISIONS GOVERNING DISTRIBUTIONS ................................................39 15 6.1 Distributions TO SENIOR CLAIMS; SENIOR CLAIMS RESERVE. ................39 16 6.2 Timing of Distributions for Allowed Claims. ........................................................39 17 6.3 calculating distributions and related matters..........................................................40 18 6.4 Application of the Schedule of Allowed Netted Claims. .......................................40 19 20 6.5 Interest and Other Amounts Regarding Claims. ....................................................40 21 6.6 Means of Cash Payment.........................................................................................40 22 6.7 Form of Currency for Distributions. ......................................................................41 23 6.8 Fractional Distributions. ........................................................................................41 24 6.9 No Distributions With Respect to Certain Claims. ................................................41 25 6.10 Delivery of Distributions. ......................................................................................41 26 6.11 Application of Distribution Record Date & Other Transfer Restrictions. .............41 27 6.12 Withholding, Payment, and Reporting Requirements Regarding Distributions. ...42 28

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1 6.13 Defenses and Setoffs. .............................................................................................42 2 6.14 Allocation of Distributions. ...................................................................................42 3 6.15 Joint Distributions. .................................................................................................42 4 6.16 Forfeiture of Distributions. ....................................................................................43 5 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND 6 UNLIQUIDATED CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO ...43 7 7.1 Objections to and Resolution of Disputed Claims, Including Any Claims of Excluded Parties or Disputing Claimants. .............................................................43 8 7.2 Claim objections. ...................................................................................................43 9 7.3 Estimation of Certain Claims. ................................................................................43 10 7.4 Distributions Following Allowance. ......................................................................44 11 12 7.5 Disposition of Assets in Reserves After Disallowance. .........................................44 13 CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ...........................44 14 8.1 Conditions to the Effective Date. ...........................................................................44 15 8.2 Waiver of Conditions to the Effective Date. ..........................................................45 16 8.3 Effect of Non-Occurrence of Conditions to the Effective Date. ............................45 17 8.4 Notice of the Effective Date. .................................................................................45 18 RETENTION OF JURISDICTION AND POWER ..............................................45 19 9.1 Scope of Retained Jurisdiction and Power.............................................................45 20 9.2 Reserved Rights to Seek Bankruptcy Court Approval. .........................................46 21 9.3 Non-Exercise of Jurisdiction..................................................................................47 22 MISCELLANEOUS PROVISIONS .......................................................................47 23 10.1 Lien expungement procedures. ..............................................................................47 24 10.2 Administrative Claims. ..........................................................................................47 25 26 10.3 Professional Fee Claims. ........................................................................................47 27 10.4 Payment of Statutory Fees. ....................................................................................48 28 10.5 SEC related Provisions. .........................................................................................48

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1 10.6 Post-Effective-Date Reporting. ..............................................................................48 2 10.7 Dissolution of the Committees...............................................................................48 3 10.8 Modifications and Amendments. ...........................................................................48 4 10.9 Severability of Plan Provisions. .............................................................................49 5 10.10 Compromises and Settlements. ..............................................................................49 6 10.11 Binding Effect of Plan. ..........................................................................................49 7 10.12 Non-Discharge of the Debtors; Injunction. ............................................................49 8 10.13 Releases and Related Matters. ...............................................................................50 9 10.14 Exculpation and Limitation of Liability. ...............................................................50 10 10.15 Term of Injunctions or Stays..................................................................................51 11 10.16 Revocation, Withdrawal, or Non-Consummation. ................................................51 12 13 10.17 Exemption from Transfer Taxes. ...........................................................................51 14 10.18 Computation of Time. ............................................................................................51 15 10.19 Transactions on Business Days. .............................................................................51 16 10.20 Good Faith. ............................................................................................................51 17 10.21 Governing Law. .....................................................................................................52 18 10.22 Notices. ..................................................................................................................52 19 10.23 Final Decree. ..........................................................................................................52 20 10.24 Additional Documents. ..........................................................................................52 21 10.25 Conflicts with the Plan. ..........................................................................................52 22 REQUEST FOR CONFIRMATION AND RECOMMENDATION ....................53 23 11.1 Request for Confirmation. .....................................................................................53 24 11.2 Recommendation. ..................................................................................................53 25 26 27 28

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1 INTRODUCTION1 2 The Debtors and the Unsecured Creditors Committee jointly hereby propose this Plan, whicprovides for the resolution of the outstanding Claims asserted against and Equity Interests in th3 Debtors. This Plan was developed after extensive negotiations by and among the Debtors, thUnsecured Creditors Committee, the Ad Hoc LLC Members Committee and the Ad Hoc DO4 Noteholders Committee and, as presented, is backed by the full support and recommendation of athree (3) Committees and the Debtors. Provided herewith as a separate enclosure is a brief summar5 of the Plan, as well as the statements of the Ad Hoc Committees in support of this Plan, which aInvestors are encouraged to read in their entirety in conjunction with this Plan and other document6 referenced herein.2 7 Further reference is made to the Disclosure Statement for (i) a discussion of the Debtorshistory, businesses, properties and other assets, and results of operations and other financi8 information; (ii) a summary and analysis of this Plan; and (iii) certain related matters, including risfactors relating to the consummation of this Plan and Distributions to be made under this Plan. 9 The Debtors and the Unsecured Creditors’ Committee are the proponents of the Plan withi10 the meaning of Bankruptcy Code section 1129. Subject to certain restrictions and requirements sforth in Bankruptcy Code section 1127, Bankruptcy Rule 3019, and Sections 10.8 and 10.16 of th11 Plan, the Plan Proponents reserve the right to alter, amend, modify, revoke, or withdraw the Plaprior to its substantial consummation. 12 No solicitation materials, other than the Disclosure Statement and related material13 transmitted therewith, have been approved for use in soliciting acceptances and rejections of thiPlan. Nothing in the Plan should be construed as constituting a solicitation of acceptances of the Pla14 unless and until the Disclosure Statement has been approved and distributed to Holders of Claims tthe extent required by Bankruptcy Code section 1125. 15 ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN AR16 ENCOURAGED TO READ CAREFULLY THE DISCLOSURE STATEMENT (INCLUDINALL EXHIBITS AND SCHEDULES THERETO) AND THE PLAN, EACH IN ITS ENTIRET17 BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 18 DEFINED TERMS AND RULES OF INTERPRETATION 19 For purposes of the Plan, except as expressly provided or unless the context otherwisrequires: 20 (a) all Defined Terms shall have the meanings ascribed to them in this Article I of th21 Plan; 22 (b) any term used in the Plan that is not a Defined Term, but that is used in thBankruptcy Code or Bankruptcy Rules has the meaning assigned to such term in the Bankruptc23 Code or Bankruptcy Rules, as applicable; 24 25 26 1 Capitalized terms used in this Introduction have the meanings ascribed to those terms in Article I below. 2 In the event of any inconsistencies between the terms of the Plan and information and descriptions in th27 above-referenced Plan summary, the terms of the Plan shall control. 28

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1 (c) whenever the context requires, terms shall include the plural as well as the singulanumber, and pronouns stated in the masculine, feminine, or neuter gender shall include th2 masculine, feminine, and the neuter gender; 3 (d) any reference in the Plan to a contract, instrument, release, or other agreement odocument being in a particular form or on particular terms and conditions means that such agreeme4 or document shall be substantially in such form or substantially on such terms and conditions; 5 (e) any reference in the Plan to an existing document, instrument, or exhibit means sucdocument, instrument, or exhibit as it may have been or may be amended, modified, o6 supplemented from time to time; 7 (f) any reference to a specific Person includes any successors or lawful assigns of sucPerson, and all rights, benefits, interests, and obligations of any Person named or referred to in th8 Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, trusteliquidator, rehabilitator, conservator, successor, or lawful assign of such Person; 9 (g) unless otherwise indicated, the phrase “under the Plan” and similar words or phrase10 refer to the Plan in its entirety rather than to only a particular portion of the Plan; 11 (h) unless otherwise specified, all references in the Plan to sections, articles, scheduleand exhibits are references to sections, articles, schedules, and exhibits of or to the Plan; 12 (i) the words “herein,” “hereof,” “hereto,” “hereunder,” “herewith,” and other words 13 similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan; 14 (j) whenever the Plan uses the word “including,” such reference shall be deemed to mea“including, without limitation,”; 15 (k) captions and headings to articles and sections are intended to be a part of the Plan; 16 (l) whenever the Plan provides that a document or thing must be “acceptable” o17 “satisfactory” to any Person, such requirement shall in each case be subject to a reasonablenesqualifier; 18 (m) the definition given to any term or provision in the Plan supersedes and controls an19 different meaning that may be given to that term or provision in the Disclosure Statement, on anBallot, or in any other document other than the Confirmation Order; and 20 (n) all other rules of construction set forth in Bankruptcy Code section 102 and in th21 Bankruptcy Rules shall apply. 22 The following Defined Terms shall have the respective meanings specified below: 23 1.1 Ad Hoc Committees: The Ad Hoc LLC Members Committee and the Ad Hoc DONoteholders Committee. 24 1.2 Ad Hoc DOT Noteholders Committee: The ad hoc committee composed of certain DO25 Noteholders. 26 1.3 Ad Hoc LLC Members Committee: The ad hoc committee composed of certain PFI LLMembers. 27 28

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1 1.4 Administrative Claim: A Claim, to the extent not previously paid, otherwise satisfied, owithdrawn, for costs and expenses of administration of the Chapter 11 Cases pursuant t2 sections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actuand necessary costs and expenses incurred on or after the Petition Date or the Order for Relief Dat3 as applicable, until and including the Effective Date, of preserving the Estates and operating thDebtors’ businesses; (b) all fees and charges assessed against the Estates under chapter 123 of titl4 28 of the United States Code; and (c) all Section 503(b)(9) Claims. 5 1.5 Administrative Claims Bar Date: The last date by which any Person must File a request fpayment of an Administrative Claim other than a Professional Fee Claim, which date shall be th6 first Business Day that is at least thirty (30) calendar days after the Effective Date. For the avoidancof doubt, post-petition statutory tax Claims shall not be subject to the Administrative Claims B7 Date. For the further avoidance of doubt, the Claims Bar Date for Section 503(b)(9) Claims is thGeneral Claims Bar Date. 8 1.6 Allowed, Allowed Claim, or Allowed [ ] Claim: 9 (a) with respect to a Claim arising prior to the Petition Date (including a Sectio10 503(b)(9) Claim): 11 (i) either (A) a proof of claim was timely Filed by the applicable Claims BaDate, or (B) a proof of claim is deemed timely Filed either as a result of suc12 Claim being Scheduled or by a Final Order; and 13 (ii) either (A) the Claim is not a Contingent Claim, a Disputed Claim, aUnliquidated Claim, or a Disallowed Claim; or (B) the Claim is expressl14 allowed by a Final Order or under the Plan; 15 (b) with respect to a Claim arising on or after the Petition Date (excluding a Sectio503(b)(9) Claim), a Claim that has been allowed by a Final Order or under the Plan. 16 Unless otherwise specified in the Plan or by a Final Order, an “Allowed Administrative Claim” o17 “Allowed Claim” shall not, for any purpose under the Plan, include interest, penalties, fees, or latcharges on such Administrative Claim or Claim from and after the Petition Date. Moreover, an18 portion of a Claim that is withdrawn, expunged, satisfied, released, or waived during the Chapter 1Cases or following the Effective Date is not an Allowed Claim. For the avoidance of doubt, any an19 all Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an ordeof the Bankruptcy Court shall not be considered “Allowed Claims” hereunder. Notwithstanding an20 of the foregoing, Investor Claims will be Allowed as set forth in Section 6.4 of the Plan. 21 1.7 Alternative Restructuring Transactions: Such arrangements, restructurings, continuancetransfers, dispositions, liquidations, dissolutions, mergers, amalgamations, consolidations and/o22 other corporate transactions, if any, that the Debtors, after consultation with each of the Committeemay determine to be necessary to implement the Plan, as an alternative to or in addition to one o23 more of the transactions contemplated under the Plan, whether based on tax, corporate, businesand/or other considerations. 24 1.8 Alternative Restructuring Transactions Memorandum: An exhibit which sets forth th25 steps to be carried out to effectuate the Alternative Restructuring Transactions, if applicable, on anafter the Effective Date, and which will be reasonably acceptable to each of the Committee26 Articles III and V of the Plan are subject to any modifications set forth in the AlternativRestructuring Transactions Memorandum, if applicable. The Alternative Restructuring Transaction27 Memorandum (if any) will be Filed no later than seven (7) days prior to the Confirmation Hearinand be available at https://www.donlinrecano.com/Clients/pfi/Index. 28

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1 1.9 Available Cash: All Cash held by the Debtors on the Effective Date or by the PFI Trust oand after the Effective Date; in each case, after payments, allocations, or reserves in accordance wit2 the Plan and the PFI Trust Agreement. 3 1.10 Avoidance Actions: Any and all causes of action, claims, remedies, or rights that may bbrought by or on behalf of the Debtors or the Estates under Bankruptcy Code sections 506(c), 514 542, 544, 545, 547, 548, 549, 550, 551, 552(b) or 553, or under related state or federal statutes, opursuant to any theory or cause of action under common law, regardless whether such action ha5 been commenced prior to the Effective Date. 6 1.11 Ballot: The ballot form distributed to each Holder of a Claim entitled to vote to accept oreject the Plan. 7 1.12 Bankruptcy Code: Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as the sam8 may be amended from time to time to the extent applicable to the Chapter 11 Cases. 9 1.13 Bankruptcy Court: The United States Bankruptcy Court for the Northern District oCalifornia, or in the event such court ceases to exercise jurisdiction over any Chapter 11 Case, suc10 other court or adjunct thereof that exercises jurisdiction over such Chapter 11 Case in lieu of thUnited States Bankruptcy Court for the Northern District of California. 11 1.14 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure promulgated by th12 Supreme Court of the United States under 28 U.S.C. § 2075, as the same may be amended from timto time to the extent applicable to the Chapter 11 Cases. 13 1.15 Bar Date Order: The order of the Bankruptcy Court setting and establishing, among oth14 things, the General Claims Bar Date. 15 1.16 BOV: A board for the PFI Trust, whose initial, volunteer members shall be selected by thCommittees and identified in the Plan Supplement. If any member of the BOV later become16 unavailable for any reason, any replacement member shall be selected and appointed as provided ithe PFI Trust Agreement. 17 1.17 Business Day: Any day other than a Saturday, a Sunday or a “legal holiday” (as defined i18 Bankruptcy Rule 9006(a)(6)). 19 1.18 Cash: Cash and cash equivalents, including bank deposits, wire transfers, checkrepresenting good funds, and legal tender of the United States of America or instrumentalitie20 thereof. 21 1.19 Cash Collateral Orders: Collectively, all orders entered by the Bankruptcy Couauthorizing the applicable Debtors to use cash collateral pursuant to section 363 of the Bankruptc22 Code. 23 1.20 Causes of Action: Any and all claims, rights, actions, causes of action, liabilities, obligationsuits, debts, remedies, dues, sums of money, accounts, reckonings, bonds, bills, specialtie24 covenants, contracts, controversies, agreements, promises, variances, trespasses, rights of setofthird-party claims, subordination claims, subrogation claims, contribution claims, reimburseme25 claims, indemnity claims, counterclaims, and cross claims, damages, or judgments whatsoevewhether known or unknown, reduced to judgment, liquidated or unliquidated, fixed or contingen26 matured or unmatured, disputed or undisputed, foreseen or unforeseen, asserted or unasserteexisting or hereafter arising, in law, at equity, by statute, whether for tort, fraud, contract, o27 otherwise. 28

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1 1.21 Chapter 11 Cases: The voluntary and involuntary chapter 11 bankruptcy cases commenceby the Debtors, which are being jointly administered under the case caption In re Profession2 Financial Investors, Inc., et al., Case No. 20-30604 (Bankr. N.D. Cal.). 3 1.22 Claim: Any “claim,” as defined in Bankruptcy Code section 101(5), against any of thDebtors or against any property of the Debtors. 4 1.23 Claim Objection Deadline: Subject to extension as set forth in Section 70 of the Plan, th5 date that is the first Business Day that is at least 180 calendar days after the Effective Date. For thavoidance of doubt, the Claim Objection Deadline may be extended one or more times by order o6 the Bankruptcy Court. 7 1.24 Claims Agent: Donlin, Recano & Co., Inc., the Debtors’ court-appointed claims, noticinand balloting agent. 8 1.25 Claims Bar Date: As applicable, the Administrative Claims Bar Date, the General Claim9 Bar Date, the Governmental Claims Bar Date, the Rejection Claims Bar Date, or any additional bdate set by the Bankruptcy Court with respect to Investor Claims. 10 1.26 Class: A category of Claims or Equity Interests designated pursuant to the Plan, or an11 subclass thereof. 12 1.27 Class A PFI Trust Interests: The PFI Trust Interests to be distributed to: (a) Investors undthe Plan and the PFI Trust Agreement on account of any Investor Restitution Claim; and (b) Holder13 of Other Unsecured Claims on account of their Allowed Class 6 Claims. 14 1.28 Class B PFI Trust Interests: The PFI Trust Interests to be distributed to Investors under thPlan and the PFI Trust Agreement on account of any Investor Subordinated Claim. 15 1.29 Closing Date: The date on which all of the Chapter 11 Cases have been closed in accordanc16 with Section 10.23 of the Plan. 17 1.30 Collateral: Any Estate Asset that is subject to a Lien to secure the payment or performancof a Claim, which Lien is perfected and not subject to avoidance under the Bankruptcy Code o18 otherwise invalid or unenforceable under the Bankruptcy Code or applicable nonbankruptcy law. 19 1.31 Collateral Source Recoveries: Any recoveries from other sources (other than thospursuant to the Plan) that an Investor receives on account of losses represented by its Investor Clai20 including, without limitation, proceeds of insurance, litigation, or settlements. 21 1.32 Committees: Collectively, the Ad Hoc LLC Members Committee, the Ad Hoc DONoteholders Committee, and the Unsecured Creditors’ Committee. 22 1.33 Confirmation: Entry by the Bankruptcy Court of the Confirmation Order. 23 1.34 Confirmation Hearing: The hearing or hearings held by the Bankruptcy Court to conside24 Confirmation of the Plan as required by Bankruptcy Code section 1128(a), as such hearing may bcontinued from time to time. 25 1.35 Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant t26 Bankruptcy Code section 1129 in a form reasonably acceptable to the Debtors and each of thCommittees. 27 1.36 Contingent Claim: Any Claim that is Scheduled or Filed as contingent. 28

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1 1.37 Contributed Claims: All Causes of Action (1) that are legally assignable (including Causeof Action that are legally assignable solely because of the preemptive effect of the Plan) that a2 Investor has against any Person that is not a Released Party and that are related in any way to thDebtors, their predecessors, their respective affiliates, or any Excluded Parties, including (a) a3 Causes of Action based on, arising out of, or related to the marketing, sale, and issuance of aninvestments related to the Debtors; (b) all Causes of Action for unlawful dividend, fraudule4 conveyance, fraudulent transfer, voidable transaction, or other avoidance claims under state ofederal law; (c) all Causes of Action based on, arising out of, or related to the misrepresentation o5 any of the Debtors’ financial information, business operations, or related internal controls; (d) aCauses of Action based on, arising out of, or related to any failure to disclose, or actual or attempte6 cover up or obfuscation of, any of the wrongful conduct described in the Disclosure Statemenincluding in respect of any alleged fraud related thereto; and (e) all Causes of Action based on aidin7 or abetting, entering into a conspiracy with, or otherwise supporting torts committed by the Debtoror their agents, and (2) for which a Contributing Claimant elects to contribute such Causes of Actio8 on its Ballot. For the avoidance of doubt, the following are not Contributed Claims: (i) Causes Action based upon loss of liens or lien priority, and (ii) Causes of Action by Investors against thei9 own professionals, investment advisers, or investment managers related to their decision to invest iPFI, PISF or any of the LLC/LP Debtors or the handling of such investments; provided, howeve10 that any recoveries on such Causes of Action shall be Collateral Source Recoveries. 11 1.38 Contributing Claimants: The Investors that elect on their Ballots to contribute ContributeClaims to the PFI Trust. 12 1.39 Contributing Claimants’ Enhancement Multiplier: Five percent (5%) (i.e., the applicabl13 Investor’s Allowed Investor Claim amount will be increased by 5%). 14 1.40 Corporate Action: Any action, approval, authorization, decision, or other act of any kinthat would be necessary on the part of any Person for any corporation, limited liability company, o15 other Person to in turn act. 16 1.41 Creditor: Any Holder of a Claim. 17 1.42 Cure Payment: The payment of Cash or the distribution of other property (as the partiemay agree or the Bankruptcy Court may order) that is necessary to cure any and all defaults under a18 executory contract or unexpired lease so that such contract or lease may be assumed, or assumed anassigned, pursuant to Bankruptcy Code section 1123(b)(2). 19 1.43 Debtor or Debtors: Individually and collectively, each of the entities listed on Exhibit 20 hereto, as the same may be amended from time to time, including, without limitation, the PlaConsolidated Debtors as of the Effective Date. 21 1.44 Defined Term: Any capitalized term that is defined in this Article I of the Plan. 22 1.45 Disallowed Claim: Any Claim that (a) is not Scheduled, or is listed thereon as contingen23 unliquidated, disputed, or in an amount equal to zero, and whose Holder failed to timely File a prooof claim by the applicable Claims Bar Date (unless late filing was permitted by a Bankruptcy Cou24 order), but excluding any Claim that is expressly Allowed by a Final Order or under the Plan; or (bhas been disallowed pursuant to an order of the Bankruptcy Court. 25 1.46 Disclosure Statement: That certain disclosure statement relating to the Plan, including a26 exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to Bankruptcy Codsection 1125, as it subsequently may be amended, modified, or supplemented by the Plan Proponent27 28

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1 1.47 Disputed Claim: Any Claim: 2 (a) that is disputed in whole or in part under the Plan or that is Scheduled as disputecontingent, unliquidated, or in an amount equal to zero; or 3 (b) that is asserted by any of the Excluded Parties or any Disputing Claimant, which ar4 Disputed Claims in their entirety and, as such, will have no right to receive anDistributions under the Plan unless and until such Claims are affirmatively Allowe5 by a Final Order; or 6 (c) that 7 (i) is not expressly Allowed by a Final Order or under the Plan; and 8 (ii) as to which a proof of claim is Filed or is deemed Filed as a result of sucClaim being Scheduled; and 9 (iii) as to which either: 10 (1) an objection or request for estimation or subordination (A) has bee11 timely Filed within the applicable period of limitations fixed by thPlan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Orde12 under which the applicable period of limitation has expired, and (Bhas not been denied by a Final Order or withdrawn; or 13 (2) the Claim Objection Deadline has not passed as to such Claim (unles14 the PFI Trust has determined that it will not object to such Claim). 15 1.48 Disputing Claimant: An Investor (other than an Excluded Party) that disputes the amountset forth for such Person in the Schedule of Allowed Netted Claims in accordance with the deadline16 and procedures to be established by further order of the Bankruptcy Court or that challenges thexpungement of such Investor’s lien in Real Property under the Plan. 17 1.49 Distribution: Any initial or subsequent issuance, payment, or transfer of consideration mad18 under the Plan or the PFI Trust Agreement. 19 1.50 Distribution Agent: (i) The PFI Trustee solely in his, her or its capacity as distribution ageunder the Plan with respect to Distributions to Holders of Allowed Administrative Claims (includin20 Professional Fee Claims), Involuntary Gap Claims, Priority Tax Claims, and Claims in Classes 1, and 3 on account of such Allowed Claims, or (ii) any party designated by the PFI Trustee to serve i21 such capacity. 22 1.51 Distribution Date: Any date on which a Distribution is made. 23 1.52 Distribution Fund: Cash that is and becomes available for funding the Distributions to thPFI Trust Beneficiaries in accordance with the Plan and the PFI Trust Agreement. 24 1.53 Distribution Record Date: The record date for determining entitlement of Holders o25 Claims to receive Distributions under the Plan, which date shall be the Effective Date. 26 1.54 Distribution Reserve: One or more reserves in respect of Contingent Claims, DisputeClaims, or Unliquidated Claims established under the Plan for PFI Trust Interests distributable unde27 the Plan with respect to such Claims and amounts payable under the Plan with respect to sucClaims or on account of such reserved PFI Trust Interests. 28

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1 1.55 DOT Noteholder Claims: Claims of DOT Noteholders. 2 1.56 DOT Noteholders: Those certain Investor lenders to PFI in the form of promissory notethat are purportedly secured by deeds of trust on certain of the Real Properties owned by PF3 Although such deeds of trust were typically junior or subordinated, it is understood that some DONoteholders may hold, or assert that they hold, senior deeds of trust on certain Real Properties, an4 both types are included within this definition. 5 1.57 DOT Noteholders’ Deeds of Trust: Any and all deeds of trust that secure notes held bDOT Noteholders, regardless of whether such deeds of trust are senior or junior in priority to othe6 deeds of trust. 7 1.58 Effective Date: The date that is the first Business Day on which each condition set forth iArticle VIII of the Plan has been satisfied or waived as set forth therein but in no event later than 128 days after the Confirmation Date, unless otherwise ordered by the Bankruptcy Court. 9 1.59 Equity Interests: All previously issued and outstanding common stock, preferred stocmembership interests, or other ownership interests in any of the Debtors (including, witho10 limitation, the Plan-Consolidated Debtors) outstanding immediately prior to the Effective Datincluding restricted stock, treasury stock, and all options, warrants, calls, rights, puts, award11 commitments, appreciation rights, or any other agreements of any character to convert, exchangexercise for, or otherwise receive any such common stock, preferred stock, membership interests, o12 other ownership interests. For the avoidance of doubt, any and all purported equity interests of aInvestor in any Debtor shall be deemed Investor Claims of the Investor pursuant to the Pla13 regardless of the pre-petition designations used by the Debtors and/or Investors. 14 1.60 Estate Assets: Collectively, (a) any and all right, title, and interest of the Debtors and thEstates in and to property of whatever type or nature, including books and records, the Re15 Properties, all Avoidance Actions and Causes of Action as of the Effective Date; and (b) any assetcontributed to or recovered by the PFI Trust or the OpCo on or after the Effective Date. 16 1.61 Estates: The chapter 11 estates of the Debtors created by Bankruptcy Code section 541(a). 17 1.62 Excluded Parties: Any prepetition Insider of any of the Debtors, any non-debtor affiliates 18 the Debtors or Insider of any such non-debtor affiliates, any prepetition employee of any of thDebtors involved in any way in the marketing, sale, or collecting or handling of any funds regardin19 the investments of the Investors, and any other Person (including any “broker,” salespersoconsultant, affiliated entity, or professional) involved in any way in the marketing, sale, or collectin20 or handling of any funds regarding the investments of the Investors, including those Personidentified on the Schedule of Excluded Parties. 21 1.63 Exculpated Parties: Collectively, (a) the Debtors, (b) the Committees and their respectiv22 current and former members (in their capacities as such), and (c) each of the preceding’s respectivRelated Parties; provided, however, that the Exculpated Parties shall not include any Excluded Party23 1.64 File, Filed, or Filing: Duly and properly filed with the Bankruptcy Court and reflected on th24 docket of the Chapter 11 Cases, except with respect to proofs of claim that must be filed with thClaims Agent, in which case “File” or “Filed” means duly and properly filed with the Claims Age25 and reflected on the official claims register maintained by the Claims Agent. 26 1.65 Final Decree: An order entered pursuant to Bankruptcy Code section 350, Bankruptcy Rul3022, and Local Rule 3022-1 closing the Chapter 11 Cases. 27 28

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1 1.66 Final Order: An order or judgment of the Bankruptcy Court entered on the docket of thChapter 11 Cases: 2 (a) that has not been reversed, rescinded, stayed, modified, or amended; 3 (b) that is in full force and effect; and 4 (c) with respect to which (i) the time to appeal or to seek review, rehearing, remand, or 5 writ of certiorari has expired and as to which no timely filed appeal or petition for revierehearing, remand, or writ of certiorari is pending; or (ii) any such appeal or petition has bee6 dismissed or resolved by the highest court to which the order or judgment was appealed from which review, rehearing, remand, or a writ of certiorari was sought. 7 For the avoidance of doubt, no order shall fail to be a Final Order solely because of the possibilit8 that a motion pursuant to Bankruptcy Code section 502(j), Rule 59 or Rule 60 of the Federal Ruleof Civil Procedure, or Bankruptcy Rules 9023 or 9024 may be or has been filed with respect to suc9 order. 10 1.67 General Claims Bar Date: [•], 2021, which is the general deadline set pursuant to the BaDate Order for filing proofs of claim for any Claims against the Debtors that arose prior to th11 Petition Date, other than Claims of governmental units or Investors. 12 1.68 General Unsecured Claims: All Non-DOT Investor Claims, TIC Claims, and OthUnsecured Claims. 13 1.69 Governmental Claims Bar Date: [•], 2021, which is the deadline set pursuant to the Ba14 Date Order for filing proofs of claim for any Claims of governmental units against the Debtors tharose prior to the Petition Date. 15 1.70 Holder: The Person that is the owner of record of a Claim, Equity Interest, or PFI Tru16 Interest, as applicable. 17 1.71 Impaired: Any Class of Claims or Equity Interests that is impaired within the meaning oBankruptcy Code section 1124. 18 1.72 Individual Investor-Specific Claims: As defined in Section 2.10.3(a) of the Plan. 19 1.73 Insider: Any “insider,” as defined in Bankruptcy Code section 101(31), and with respect to 20 limited liability company, any director, officer, person in control or relative of any of the foregoinFor clarity purposes, an insider as used herein does not include any PFI LLC Member or LP Intere21 Holder but does include Excluded Parties. 22 1.74 Intercompany Claim: Any Claim of one Debtor against another Debtor, except anpostpetition claim arising from an “Intercompany Transaction” authorized in the several Cas23 Management Orders, e.g., Docket 354, issued in these Chapter 11 Cases. 24 1.75 Intercompany Lien: Any Lien securing an Intercompany Claim. 25 1.76 Initial PFI Trustee: Michael Goldberg in his capacity as the PFI Trustee of the PFI Trust aof the Effective Date. Mr. Goldberg was jointly selected by the Committees as the Initial P26 Trustee. 27 1.77 Investor: A Person or Entity that purchased an investment product or made an investmeoffered by any Debtor, including, without limitation, any investments, interests and/or other right28

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1 with respect to any Debtor that were styled, marketed or sold as, among others, “PISF LP notes,“PFI DOT notes,” “straight notes,” “DOT notes,” or “membership interests” in limited liabilit2 companies. Investors include, without limitation, PISF Straight Noteholders, DOT Noteholders, LInterest Holders, and PFI LLC Members, but expressly excludes any of the Debtors, the Exclude3 Parties, and Holders of TIC Interests. 4 1.78 Investor Claims: Any and all Claims of an Investor against any Debtor, which shall bcomposed of (i) an Investor Restitution Claim and (ii) an Investor Subordinated Claim. 5 1.79 Investor Claims Special Provisions: As defined in Section 2.10.2 of the Plan. 6 1.80 Investor Lookback Period: The prepetition period commencing July 26, 2013 (i.e., seve7 (7) years prior to the Petition Date for PISF). 8 1.81 Investor Restitution Claim: A Claim for restitution of an Investor to be treated pari passwith Other Unsecured Claims. Such claim is in lieu of contractual or other rights to return o9 principal investment, and is calculated as follows for a particular Investor: total OutstandinPrincipal Amount minus the Prepetition Distribution. For clarity purposes, although the calculatio10 set forth herein is based on a method accounting for the Debtors’ record keeping methods, in plaiterms, the Investor Restitution is intended to be a “netted claim,” that, in broad terms, calculates th11 remaining principal owed to a “cash-Investor” by looking at the “starting balance” plus “cash-inminus “cash-out” transactions during the relevant time periods. 12 1.82 Investor Subordinated Claim: A Claim of an Investor that is subordinated to Investo13 Restitution Claims and Other Unsecured Claims under the Plan, but senior in priority to OthSubordinated Claims, comprised of (i) seven percent (7%) interest, compounded annually, on th14 Investor’s principal investments from the Ponzi Start Date until July 26, 2020, and (ii) any amou(if any) that is paid by the Investor to the PFI Trust on account of an Avoidance Action. F15 avoidance of doubt, an Allowed Investor Subordinated Claim shall be reduced dollar for dollar oaccount of any Collateral Source Recoveries the Investor receives on account of the losse16 represented by its Investor Claim, and if such Allowed Investor Subordinated Claim is reduced tzero, the Investor’s Allowed Investor Restitution Claim will be reduced dollar for dollar on accou17 of any additional Collateral Source Recoveries that may be received by the Investor. Investors whwere paid referral fees shall not receive an Investor Subordinated Claim on account of such fee. 18 1.83 Involuntary Gap Claim: A Claim specified in Bankruptcy Code section 502(f) and entitle19 to priority against the applicable Debtors and Estates under Bankruptcy Code section 507(a)(3). 20 1.84 Lien: Has the meaning ascribed in Bankruptcy Code section 101(37), including any liesecurity interest, pledge, title retention agreement, encumbrance, leasehold, charge, mortgage, dee21 of trust, assignment of rents, assignment or hypothecation to secure payment of a debt performance of an obligation, other than, in the case of securities and any other equity ownershi22 interests, any restrictions imposed by applicable United States or foreign securities laws. 23 1.85 LLC/LP Debtors: All of the Debtors listed on Exhibit 1 attached to the Plan other thaDebtors PFI and PISF. 24 1.86 Local Rules: The Local Rules of Bankruptcy Practice and Procedure of the United State25 Bankruptcy Court for the Northern District of California, as amended from time to time. 26 1.87 LP Interest Holder: A holder of an interest in an LP Debtor. 27 1.88 Net PFI Trust Action Proceeds: As defined in Section 4.3.10 of the Plan. 28

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1 1.89 Net Prepetition Investor Recovery: With respect to a specific Investor, (a) the total Casvalue remitted to the Investor during the Investor Lookback Period (whether the payment wa2 considered a return on the investment, a referral fee, or a repayment of principal), minus (b) the totCash value invested prepetition as principal by the Investor, provided that the value of (a) is greate3 than the value of (b). 4 1.90 Net Recovery: As defined in Section 2.10.3(b) of the Plan. 5 1.91 Non-Compensatory Penalty Claims: Any Claim, secured or unsecured, for any finpenalty, or forfeiture, or for multiple, exemplary, or punitive damages, to the extent such fin6 penalty, forfeiture, or damages are not compensation for actual pecuniary loss suffered by the Holdeof such Claim. 7 1.92 Non-DOT Investor Claims: Investor Claims other than DOT Noteholder Claims. For th8 avoidance of doubt, Non-DOT Investor Claims include Claims of PISF Straight Noteholders, PFLLC Members, and LP Interest Holders. 9 1.93 Non-Investor First-Priority Lender: A lender to a Debtor or an affiliate of a Debto10 (including, without limitation, a retail or commercial bank) that is not an Investor and that asserts Secured Claim on account of a first-priority deed of trust or Lien against one or more of the Re11 Properties. 12 1.94 Non-Investor First-Priority Lender Claims: Any and all Secured Claims of Non-InvestFirst Priority Lenders in relation to one or more of the Real Properties. 13 1.95 Non-Investor Other Secured Claims: Any and all Secured Claims of a Person that is n14 an Investor or a Non-Investor First-Priority Lender. 15 1.96 Nonpayment Default: As defined in subsection 2.2.3(a) of the Plan. 16 1.97 OpCo: A new operating company established on the Effective Date in accordance with thterms of the Plan and the PFI Trust Agreement for the sole purpose of managing, operating an17 monetizing the OpCo Assets for the benefit of the PFI Trust and the PFI Trust Beneficiariethereunder. 18 1.98 OpCo Assets: Collectively, all Estate Assets (including all partnership or membershi19 interests in a Debtor entity, as determined by the PFI Trust) and other assets or entities that may btransferred or otherwise provided, directly or indirectly, to or for the benefit of the Debtors (after th20 Petition Date but before the Effective Date) or the OpCo (on or after the Effective Date) by anPerson, but not including the PFI Trust Assets (including the PFI Trust Actions), the Senior Claim21 Reserve, the Distribution Reserve or the Professional Fee Reserve. 22 1.99 Order for Relief Date: (a) July 26, 2020, when used in reference to PISF (the date that thBankruptcy Court entered the order for relief in the Chapter 11 Case of PISF); (b) December 123 2020, when used in reference to the LLC/LP Debtors (the date that the Bankruptcy Court entered threspective orders for relief in the Chapter 11 Cases of the LLC/LP Debtors); and (c) the othe24 respective dates specified in Exhibit 1 hereto, when used in reference to other Debtors (other thaPISF, PFI and the LLC/LP Debtors). 25 1.100 Other Subordinated Claim: Collectively, (a) any Non-Compensatory Penalty Claims an26 (b) any other Claim that is subordinated to General Unsecured Claims pursuant to Bankruptcy Codsection 510, a Final Order, or by consent of the Creditor holding such Claim, but not any Investo27 Claims. 28

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1 1.101 Other Unsecured Claim: Any unsecured, non-priority Claim asserted against any of thDebtors or the Estates that is not a Non-Investor First-Priority Lender Claim, Investor Claim, TI2 Claim or Other Subordinated Claim, including, for the avoidance of doubt, all Rejection Claims, bexcluding (a) any Claims arising from any executory contracts or unexpired leases that are assume3 during the Chapter 11 Cases and (b) any vendor or other Claims satisfied in the ordinary course obusiness or pursuant to an order of the Bankruptcy Court. 4 1.102 Outstanding Principal Amount: When used in reference to an Investor Claim, an amou5 equal to the aggregate of the Investor’s balance at the Ponzi Start Date, inclusive of interest actuallaccrued prior to the Ponzi Start Date, and actual dollars invested at any time between the Ponzi Sta6 Date and the Petition Date (whether or not rolled over from another investment by an Investor ofrom the account of another Investor) on account of the Investor Claim held by the applicabl7 Investor. 8 1.103 Person: Any person or organization created or recognized by law, including any associatiocompany, cooperative, corporation, entity, estate, fund, individual, joint stock company, joi9 venture, limited liability company, partnership, trust, trustee, unincorporated organizatiogovernment or any political subdivision thereof, or any other entity or organization of whateve10 nature. 11 1.104 Petition Date: (a) July 16, 2020, when used in reference to PISF (the date that an involuntarpetition for relief under chapter 11 of the Bankruptcy Code was filed against PISF); (b) July 212 2020, when used in reference to PFI that filed its voluntary chapter 11 petition on such date; (c) thother respective dates specified in Exhibit 1 hereto, when used in reference to the LLC/LP Debtor13 and (d) July 26, 2020, when used in reference to the Plan-Consolidated Debtors. 14 1.105 PFI: Professional Financial Investors, Inc., a Debtor. 15 1.106 PFI LLC Member: An Investor who is a member of a PFI-Managed LLC. 16 1.107 PFI-Managed LLC: A limited liability company that is managed by PFI and/or in whicPFI holds an interest. 17 1.108 PFI Trust Actions: Collectively, all Avoidance Actions and Causes of Action held by th18 Debtors or the Estates and any Causes of Action that are contributed to the PFI Trust as ContributeClaims, in each case as against any Person that is not a Released Party. 19 1.109 PFI Trust Assets: Collectively, (a) the PFI Trust Actions, (b) 100% of the equity interests i20 the OpCo (including all proceeds and distributions from OpCo), (c) Available Cash as of thEffective Date and Available Cash that is possessed by or turned over to the PFI Trust after th21 Effective Date, excluding the Senior Claims Reserve and the Professional Fee Reserve, and (d) otheassets or entities that may be transferred or otherwise provided, directly or indirectly, to or for th22 benefit of the PFI Trust (on or after the Effective Date) by any Person. 23 1.110 PFI Trust Beneficiary: Each Holder of a PFI Trust Interest. PFI Trust Interests are to bDistributed to Holders of Allowed Investor Claims and Allowed Other Unsecured Claims i24 accordance with Sections 2.5, 2.6 and 2.7 of the Plan. 25 1.111 PFI Trust Expenses: Any and all reasonable fees, costs, and expenses incurred by the PFTrustee in managing and operating the PFI Trust not inconsistent with the Plan or the PFI Tru26 Agreement, including the maintenance or disposition of the PFI Trust Assets and the OpCo Asset(including PFI Trustee fees, indemnity reserves, attorneys’ fees, the fees of professionals, and othe27 Persons retained by the PFI Trustee or by the OpCo, personnel-related expenses, and any taxe28

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1 imposed on the PFI Trust, in respect of the PFI Trust Assets, the OpCo or the OpCo Assets), and another expenses incurred or otherwise payable in accordance with the PFI Trust Agreement. 2 1.112 PFI Trust Indemnified Parties: The PFI Trustee, the BOV, and their respective Relate3 Parties, each in their respective capacity as such. 4 1.113 PFI Trust Interests: Any Class A PFI Trust Interests distributed to Investors and othcreditors and Class B PFI Trust Interests distributed to Investors under the Plan and the PFI Tru5 Agreement. 6 1.114 PFI Trust Interests Waterfall: As defined in Section 4.3.10 of the Plan. 7 1.115 PFI Trustee: The Initial PFI Trustee (Michael Goldberg), who was jointly selected by thCommittees, and any successor thereto appointed pursuant to the PFI Trust Agreement, in each cas8 acting in the capacity as trustee of the PFI Trust. 9 1.116 PISF Straight Noteholders: Those certain lenders to PISF evidenced in the form promissory notes that are purportedly secured by PISF’s interests in limited partnerships that ar10 Debtors or affiliated with a Debtor. 11 1.117 Plan: This Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and ItAffiliated Debtors Proposed By the Debtors and Official Committee of Unsecured Creditors an12 Supported By the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committeand all exhibits thereto, including the Plan Supplement, as the same may be amended, modified, 13 supplemented in the Plan Proponents’ reasonable discretion after consultation with each of the AHoc Committees. 14 1.118 Plan-Consolidated Debtors: Professional Investors 28, LLC and PFI Glenwood LLC. 15 1.119 Plan Proponents: The Debtors and the Unsecured Creditors’ Committee, as proponents o16 the Plan. 17 1.120 Plan Supplement: The ancillary documents regarding the implementation and effectuatioof the Plan, which will be Filed on or before the date that is seven (7) calendar days prior to th18 Voting Deadline, as such documents may be amended and supplemented prior to the ConfirmatioHearing in the Plan Proponents’ reasonable discretion after consultation with each of th19 Committees. The Plan Supplement may include, without limitation, the form of the PFI TruAgreement, the Schedule of Assumed Agreements, and additional information relating to tax matter20 1.121 Ponzi Start Date: January 1, 2007. 21 1.122 PFI Trust: A trust established on the Effective Date for the benefit of the PFI Tru22 Beneficiaries in accordance with the terms of the Plan and the PFI Trust Agreement. 23 1.123 PFI Trust Agreement: The agreement substantially in the form Filed in the PlaSupplement and reasonably acceptable to each of the Committees establishing and delineating th24 terms and conditions of the PFI Trust, including the rights and duties of the PFI Trustee and thBOV. 25 1.124 Prepetition Distribution: Any readily identifiable consideration (including distribution26 payments, referral fees, roll-overs to other investments of an Investor, and transfers to accounts oother Investors) that was transferred any time between the Ponzi Start Date and the Petition Dat27 from any Person to an Investor on account of any of the Investor’s investments related to the DebtorSuch consideration shall include any transfers, whether or not denominated as “principal,” “interest,28

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1 “roll-overs,” “dividends,” or other similar terms on account of investments held at any time even isuch investment had been paid or was otherwise no longer existing as of the Petition Date. 2 1.125 Priority Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(a3 other than an Administrative Claim, Professional Fee Claim, an Involuntary Gap Claim, and Priority Tax Claim. 4 1.126 Priority Tax Claim: A Claim that is entitled to priority under Bankruptcy Code sectio5 507(a)(8). 6 1.127 Pro Rata: Proportionately so that the ratio of (a) the amount of consideration distributed oaccount of a particular Allowed Claim or PFI Trust Interest to (b) the amount or number of th7 Allowed Claim or PFI Trust Interest, is the same as the ratio of (x) the amount of consideratioavailable for Distribution on account of, as applicable, all Allowed Claims in the Class in which th8 particular Allowed Claim is included or all applicable PFI Trust Interests to (y) as applicable, thamount of all Allowed Claims of that Class or the number of applicable PFI Trust Interests, a9 adjusted to take into account any applicable Distribution Reserves. 10 1.128 Professional: Any professional employed in the Chapter 11 Cases pursuant to BankruptcCode sections 327, 328, 363, 1103, or 1104 or any professional or other Person seekin11 compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant tBankruptcy Code section 503(b)(3) or 503(b)(4). 12 1.129 Professional Fee Claim: A Claim of a Professional for compensation or reimbursement o13 costs and expenses (or of members of the Committees for reimbursement of expenses) relating tservices provided during the period from the applicable Petition Date through and including th14 Effective Date. 15 1.130 Professional Fee Reserve: The reserve established and funded by the PFI Trust pursuant tSection 10.3 of the Plan to provide sufficient funds to satisfy in full all unpaid Allowed Profession16 Fee Claims. 17 1.131 Real Properties: Any and all real property locations (primarily consisting of apartmebuildings and commercial office parks) in which a Debtor holds a direct or indirect ownershi18 interest, including the real property locations listed on Schedule 1 to the Disclosure Statement. 19 1.132 Rejection Claim: Any Claim for monetary damages as a result of the rejection of anprepetition executory contract or unexpired lease, whether rejected pursuant to the Confirmatio20 Order or otherwise. 21 1.133 Rejection Claims Bar Date: To the extent not previously established by prior order of thBankruptcy Court, the first Business Day that is at least thirty (30) calendar days after the Effectiv22 Date. 23 1.134 Related Parties: Collectively, all of the respective accountants, agents, assigns, attorneybankers, consultants, directors, employees, executors, financial advisors, investment banker24 managers, members, officers, partners, predecessors, principals, professional personrepresentatives, and successors of the referenced Person; provided, however, that the Debtors25 Related Parties will be limited to the following Persons: the directors, officers, attorneyaccountants, consultants, professionals, and employees who are employed by the Debtors on th26 Effective Date. 27 1.135 Released Parties: Collectively, (a) the Debtors, (b) the Committees and their respectivcurrent and former members including any ex-officio members (in their capacities as such), and (c28

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1 each of the preceding’s respective Related Parties; provided, however, that the Released Parties shanot include any Excluded Party. 2 1.136 Releasing Parties: Collectively, (a) the Debtors, (b) the Estates, and (c) any Perso3 exercising or seeking to exercise any rights of the Estates (but solely in that capacity), including eacof the Committees (but not their individual members), the PFI Trustee, and any other successor t4 the Debtors or any other estate representative that is or could be appointed or selected pursuant tBankruptcy Code section 1123(b)(3) or otherwise. 5 1.137 Schedule of Allowed Netted Claims: A schedule, or any applicable portion thereof, that wi6 be served on Investors by a deadline to be established by the Bankruptcy Court that indicates botthe Outstanding Principal Amount and the Prepetition Distributions for each Investor that is not a7 Excluded Party. 8 1.138 Schedule of Assumed Agreements: The schedule of those certain executory contracts anunexpired leases that the Debtors have determined, in the Debtors’ reasonable discretion afte9 consultation with each of the Committees, the Debtors may assume and assign to the PFI Trust or thOpCo, as applicable, on the Effective Date. The initial Schedule of Assumed Agreements will b10 Filed as part of the Plan Supplement, but remains subject to any modifications that may be madprior to the Effective Date pursuant to Section 55.1.1 of the Plan. 11 1.139 Schedule of Excluded Parties: A non-exclusive schedule to the Disclosure Statement th12 lists certain of the Excluded Parties. 13 1.140 Scheduled: Set forth in the Schedules. 14 1.141 Schedules: The respective Schedules of Assets and Liabilities and Statements of FinanciAffairs Filed by the Debtors, as such Schedules may be amended from time to time in accordanc15 with Bankruptcy Rule 1009. 16 1.142 SEC: The U.S. Securities and Exchange Commission. 17 1.143 Section 503(b)(9) Claim: A Claim arising under Bankruptcy Code section 503(b)(9) for thvalue of any goods received by the Debtors within twenty (20) calendar days before the applicabl18 Petition Date and that were sold to the Debtors in the ordinary course of their business. 19 1.144 Secured Claim: A Claim that is secured by a valid, perfected, and enforceable Lien oproperty in which the Debtors or the Estates have an interest, which Lien is valid, perfected, an20 enforceable under applicable law and not subject to avoidance under the Bankruptcy Code applicable nonbankruptcy law. A Claim is a Secured Claim only to the extent of the value of th21 Holder’s interest in the Debtors’ interest in the Collateral or to the extent of the amount subject tsetoff against a Cause of Action held by the Debtors, whichever is applicable, and as determine22 under Bankruptcy Code section 506(a). To the extent that the value of such interest in the Debtorsinterest in the subject Collateral or the amount subject to setoff against a Cause of Action held by th23 Debtors (as applicable) is less than the amount of the Claim which has the benefit of such security ois supported by such setoff right, such portion of the Claim is unsecured and shall be treated as 24 General Unsecured Claim unless, in any such case, the Class of which the Secured Claim is a pamakes a valid and timely election in accordance with Bankruptcy Code section 1111(b) to have suc25 Claim(s) treated as a Secured Claim to the extent Allowed. For the avoidance of doubt, InvestoClaims are not defined, classified, or treated as Secured Claims under the Plan. 26 1.145 Securities Act: The Securities Act of 1933, as amended. 27 28

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1 1.146 Senior Claims Reserve: One or more reserves of Cash in respect of, as applicablAdministrative Claims (other than Professional Fee Claims), Involuntary Gap Claims, Priority Ta2 Claims, Non-Investor First Priority Lender Claims, Non-Investor Other Secured Claims, and PrioritClaims (including such Claims that are Contingent Claims, Disputed Claims, or Unliquidate3 Claims), in amounts to be established by the PFI Trustee, after consultation with the Debtors and thCommittees, on or as soon as reasonably practicable after the Effective Date, out of which (i) th4 Distribution Agent will make Distributions to the Holders of the foregoing Claims (if and to thextent Allowed) in accordance with the Plan, and (ii) the PFI Trustee and his, her or its agent5 including the Distribution Agent (if not the PFI Trustee), will be reimbursed from such moniefor reasonable costs and expenses incurred by said parties (including fees and costs to litigate an6 otherwise resolve Contingent Claims, Disputed Claims or Unliquidated Claims, and administer anmake Distributions out of the Senior Claims Reserve). 7 1.147 Solicitation Procedures Order: The order conditionally approving the Disclosure Stateme8 authorizing the Plan Proponents to solicit acceptances of the Plan, and establishing certain relateprocedures and deadlines. 9 1.148 TIC Agreements: All tenancy-in-common agreements, as amended or modified from tim10 to time, between PFI and any Holder of a TIC Interest. 11 1.149 TIC Claim: Any and all Claims of a Holder of TIC Interests against any Debtor witrespect to his or her TIC Interests. 12 1.150 TIC Interests: The respective tenant-in-common interests of non-debtor parties in Re13 Properties owned in part by PFI or limited liability companies that are managed by PFI or affiliatewith a Debtor. 14 1.151 TIC Investor Treatment Election: The option provided to each Holder of a TIC Claim o15 his or her Ballot or by written agreement with the Debtors or PFI Trustee, as applicable, to elect ttransfer his or her TIC Interests to the Debtors or PFI Trust, as applicable, and receive the treatme16 provided to Holders of Class 5 Non-DOT Investor Claims, including the Special Provisions Relatinto Investor Claims and Special Provisions Relating to Individual Investor-Specific Claims as s17 forth in sections 2.11.2 and 2.11.3, respectively. 18 1.152 Unimpaired: Any Class of Claims that is not impaired within the meaning of BankruptcCode section 1124. 19 1.153 Unliquidated Claim: Any Claim that is Scheduled as unliquidated or that was Filed in a20 unliquidated amount. 21 1.154 Unsecured Creditors’ Committee: The official committee of unsecured creditors, aprovided for under Bankruptcy Code section 1102, which was appointed in the Chapter 11 Cases o22 PFI and PISF, as it may be reconstituted from time to time. 23 1.155 U.S. Trustee: The Office of the United States Trustee for the Northern District of California24 1.156 Voting Deadline: The date and time by which all Ballots to accept or reject the Plan must breceived in order to be counted under the Solicitation Procedures Order. 25 26 27 28

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1 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS 2 1.1. SUMMARY AND CLASSIFICATION OF CLAIMS. This Section classifies Claims 3 except for Administrative Claims, Professional Fee Claims, Involuntary Gap Claims, anPriority Tax Claims, which are not classified – for all purposes, including confirmatio4 Distributions, and voting. A Claim is classified in a particular Class only to the extent that thClaim falls within the Class description. To the extent that part of a Claim falls within 5 different Class description, that part of the Claim is classified in that different Class. Thfollowing table summarizes the Classes of Claims under the Plan:
Table 1 on page 92. Back to List of Tables
CLASS DESCRIPTION IMPAIRED/
UNIMPAIRED
VOTING STATUS
None Administrative Claims Unimpaired Not Entitled to Vote
None Professional Fee Claims Unimpaired Not Entitled to Vote
None Involuntary Gap Claims Unimpaired Not Entitled to Vote
None Priority Tax Claims Unimpaired Not Entitled to Vote
Class 1 Non-Investor First-Priority Lender
Claims3
Impaired Entitled to Vote
Class 2 Non-Investor Other Secured
Claims4
Unimpaired Not Entitled to Vote
(deemed to accept)
Class 3 Priority Claims Unimpaired Not Entitled to Vote
(deemed to accept)
Class 4 DOT Noteholder Claims5 Impaired Entitled to Vote
Class 5 Non-DOT Investor Claims Impaired Entitled to Vote
Class 6 TIC Claims Impaired Entitled to Vote
Class 7 Other Unsecured Claims Impaired Entitled to Vote
Class 8 Other Subordinated Claims Impaired Not Entitled to Vote
(deemed to reject)
23 24 3 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Non-InvestFirst-Priority Lender Claim shall be deemed to be in its own subclass. 25 4 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Non-Invest26 Other Secured Claim shall be deemed to be in its own subclass. 5 For voting purposes and to comply with Bankruptcy Code section 1122(a), Allowed DOT Notehold27 Claims shall be deemed to be in their own subclass on a property by property basis. 28

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Table 1 on page 93. Back to List of Tables
CLASS DESCRIPTION IMPAIRED/
UNIMPAIRED
VOTING STATUS
Class 9 Equity Interests Impaired Not Entitled to Vote
(deemed to reject)
NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THE PLAN, NO 5 DISTRIBUTIONS WILL BE MADE ON ACCOUNT OF ANY CLAIM THAT IS NOT AN ALLOWED CLAIM, AND NO RIGHTS WILL BE RETAINED ON ACCOUNT 6 OF ANY CLAIM THAT IS A DISALLOWED CLAIM. IN ADDITION, THE PROPOSED CLASSIFICATION AND TREATMENT OF ANY CLAIMS SET 7 FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, THE DESIGNATION OF ANY CLASS AS IMPAIRED OR UNIMPAIRED, SHALL NOT BE DEEMED A 8 WAIVER OR RELEASE OF ANY CAUSE OF ACTION OR AVOIDANCE ACTION AGAINST ANY HOLDER OF A CLAIM OR ANY OTHER PARTY, INCLUDING, 9 WITHOUT LIMITATION, THE DEBTORS’ OR THE PFI TRUST’S RIGHT TO SEEK SUBORDINATION OF ANY CLAIM AND RECLASSIFY SUCH CLAIMS 10 INTO CLASS 7, AND ALL SUCH CAUSES OF ACTION AND AVOIDANCE ACTIONS ARE HEREBY PRESERVED UNDER THE PLAN. 11 1.2. CLASSIFICATION & VOTING CONTROVERSIES. 12 (a) If a controversy arises regarding whether any Claim is properly classified under th13 Plan, then the Bankruptcy Court shall, upon proper motion and notice, determine such controversy the Confirmation Hearing. 14 (b) If the Bankruptcy Court finds that the classification of any Claim is improper, the15 such Claim shall be reclassified and the Ballot previously cast by the Holder of such Claim shall bcounted in, and the Claim shall receive the treatment prescribed in, the Class in which th16 Bankruptcy Court determines such Claim should have been classified, without the necessity oresoliciting any votes on the Plan. 17 18 TREATMENT OF CLAIMS AND EQUITY INTERESTS 19 2.1 UNCLASSIFIED CLAIMS. 20 2.1.1 Administrative Claims. Except as otherwise provided for herein, and subject to threquirements of the Plan, on or as soon as reasonably practicable after the later of (i) the Effectiv21 Date, (ii) thirty (30) calendar days following the date on which an Administrative Claim becomes aAllowed Administrative Claim, (c) the date on which such Allowed Administrative Claim i22 otherwise due and payable, or (d) such other date as may be mutually agreed to by the PFI Trust anthe Holder of such Allowed Administrative Claim, the Holder of such Allowed Administrativ23 Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such AlloweAdministrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim o24 (b) such other less favorable treatment as to which such Holder and the PFI Trust shall have agreeupon in writing. 25 2.1.2 Professional Fee Claims. Professional Fee Claims shall be paid as set forth i26 Section 10.3 of the Plan. 27 28

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1 2.1.3 Involuntary Gap Claims. To be eligible to receive Distributions under the Plan oaccount of an Involuntary Gap Claim, a proof of Claim must be Filed or deemed Filed with th2 Bankruptcy Court so as to be received on or before the applicable Claims Bar Date. Any Holder oan Involuntary Gap Claim that does not properly assert such Claim shall have its Claim be deeme3 Disallowed under the Plan and be forever barred from asserting such Claim against PISF, any of thother Debtors, and/or any of their respective Estates, assets or property. Any such Claim shall b4 Disallowed and the holder thereof shall be enjoined from commencing or continuing any actioemployment of process or act to collect, offset, recoup or recover such Claim. Except as otherwis5 provided for herein, and subject to the requirements of the Plan, on or as soon as reasonablpracticable after the later of (i) the Effective Date and (ii) thirty (30) calendar days following th6 date on which an Involuntary Gap Claim becomes Allowed, the Holder of such Allowed InvoluntarGap Claim shall receive, in full satisfaction, settlement, and release of and in exchange for suc7 Allowed Involuntary Gap Claim, (a) Cash equal to the unpaid portion of such Allowed InvoluntarGap Claim or (b) such other less favorable treatment as to which such Holder and the PFI Trust sha8 have agreed upon in writing. 9 2.1.4 Priority Tax Claims. In full satisfaction, settlement, and release of and in exchangfor such Claims, Allowed Priority Tax Claims shall be paid, at the PFI Trust’s option, as follow10 (a) Cash equal to the unpaid portion of such Allowed Priority Tax Claim on the later of the EffectivDate and thirty (30) calendar days following the date on which such Priority Tax Claim becomes a11 Allowed Priority Tax Claim; (b) in regular installment payments in Cash over a period not exceedinfive (5) years after the Petition Date, plus interest on the unpaid portion thereof at the rat12 determined under applicable nonbankruptcy law as of the calendar month in which the EffectivDate occurs (provided that such election shall be without prejudice to the right to prepay any suc13 Allowed Priority Tax Claim in full or in part without penalty); or (c) such other treatment as twhich the Holder of an Allowed Priority Tax Claim and the PFI Trust shall have agreed upon i14 writing. 15 2.2 CLASS 1: NON-INVESTOR FIRST-PRIORITY LENDER CLAIMS. 16 Class 1 consists of all Non-Investor First Priority Lender Claims. Class 1 is Impaired undthe Plan and entitled to vote. The treatment of Class 1 will not be changed, altered, amended o17 modified by any Alternate Restructuring Transaction referred to in section 4.4 or elsewhere in thPlan. 18 2.2.1 The legal, equitable, contractual, Lien and priority rights of Holders of Class 1 Claim19 are unaltered by the Plan except to the extent provided in subsections 2.2.2, 2.2.3, and 2.2.4, annotwithstanding substantive consolidation of the Debtors and vesting of the PFI Trust Assets and th20 OpCo Assets (including, without limitation, the Real Properties) in the PFI Trust and the OpCo, aapplicable, either directly or indirectly, the Liens of the Holders of Class 1 Claims will continue t21 attach to their respective Collateral, and such Holders shall retain all rights and defenses, includinrights of setoff and recoupment, that would apply had substantive consolidation not occurred an22 such Holders shall not be prejudiced by and may take advantage of substantive consolidation iasserting any rights or defenses, provided that all such Claims shall remain subject to any and a23 objections, defenses, counterclaims, and setoff or recoupment rights of the Debtors, the PostEffective Date Trust, and the OpCo with respect thereto. PFI Trust or OpCo, as applicable, sha24 make, execute and deliver to the Holder of a Class 1 Claim such promissory notes, mortgages, deedof trust, security agreements, assignments, financing statements, instruments, document25 amendments, modifications, assumptions and other agreements as such Holder or its attorney mareasonably request after the Effective Date and from time to time thereafter to evidence and secur26 such Holder’s Claim and loan and to perfect and maintain the priority of all Liens. For avoidance doubt, the Holders of Class 1 Claims shall not be affected by subsection 4.8.3 of this Plan. 27 28

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1 2.2.2 Unless the PFI Trust and the Holder of a Class 1 Claim agree to other treatment, on oas soon as is reasonably practicable after the Effective Date, each Holder of a Class 1 Claim wi2 receive either: (i) in the event of a sale or refinance concerning the Collateral, cash in the AlloweAmount of such Holder’s Class 1 Claim that shall be immediately paid from escrow in exchange f3 release of such Holder’s Lien; or (ii) the return by the PFI Trust or OpCo, as applicable, and subjeto mutual agreement or court order, by deed in lieu of foreclosure, surrender, or termination of an4 stay, of the Collateral securing such Class 1 Claim, without representation or warranty by anPerson; or (iii) (A) reinstatement of the maturity of such Class 1 Claim in the Allowed Amount a5 the maturity existed before any default, (B) payment of any taxes, contractual legal fees, cost another charges, and past due installments of principal or interest, and (C) continuation thereafter o6 payments of principal, interest and other obligations when and as the same come due. In no evewill a sale or refinance of the Collateral of any such Holder as provided in (i) above close witho7 payment in full of the Allowed Amount of such Holder’s Class 1 Claim or if such claim is subject tobjection, the Holder’s lien shall attach to the refinance or sale net proceeds after payment of cost8 of sale, property taxes and senior liens, if any. The disputed amount of net proceeds will be held in segregated interest bearing account from which the Allowed Amount, including interest, fees, cost9 and other charges provided under agreement or applicable nonbankruptcy law, will be paid upoFinal Order determining the claim objection or upon agreement of the Holder and the PFI Truste10 For the avoidance of doubt, and in addition to the foregoing, Holders of Class 1 Claims shall bentitled to payment of any reasonable costs, including attorneys’ fees and filing fees, associated wit11 the implementation of the Plan and the treatment provided under this section 2.2. 12 2.2.3 (a) Unless the PFI Trust and the Holder of a Class 1 Claim agree in writinotherwise, each Holder of a Class 1 Claim shall be deemed to have irrevocably waived as of th13 Effective Date any and all defaults or breaches of contract listed in the following clauses (i) throug(xi) that occurred or arose, or may have occurred or arose, prior to the Effective Date, wheth14 discovered or undiscovered, whether continuing thereafter or not, and any fees or penalties iconnection therewith (i) of the kind specified in Bankruptcy Code section 365(b)(2); (ii) related t15 failure to pay property taxes provided that all such taxes shall be brought current by the EffectivDate; (iii) related to allowing or granting junior liens or encumbrances against or transfer of th16 Collateral securing the Class 1 Claim; (iv) arising from any misrepresentations or omissions made bany Debtor or any Person on behalf of a Debtor, or any breach of any covenant to provide financia17 operating, or other reports, in or in connection with the contracts, agreements, or promissory noteexecuted by any Debtor; (v) related to the Debtors’ participation in the Ponzi scheme; (vi) related t18 any Debtor’s misuse or diversion of funds in violation of any covenant; (vii) related to any Debtor’neglect of repair or maintenance of, or physical waste with respect to, any Collateral securing th19 Class 1 Claim; (viii) related to any default or breach by Lewis Wallach or any Debtor or othePerson under any guaranty provided to a Holder of an Class 1 Claim, including any breach of 20 representation or warranty thereof; (ix) related to any default arising from a change in managemeor control of or transfer of any interest in a Debtor, including transfers of partnership or limite21 partnership or limited liability company membership interests; (x) arising from or related to thsubstantive consolidation of the Debtors or the transfer to and vesting of the PFI Trust Assets and th22 OpCo Assets (including, without limitation, the Real Properties) in the PFI Trust and the OpCo, aapplicable, either directly or indirectly; and (xi) related to any nonpayment breach by any Debtor o23 any other nonpayment covenant in any loan or security agreement between a Debtor and the Holdof a Class 1 Claim. The foregoing defaults and breaches listed in clauses (i) through (xi) are each 24 “Nonpayment Default,” and for the avoidance of doubt, a Holder of a Class 1 Claim is not deemed thave waived any default or breach of contract that is not a Nonpayment Default. 25 (b) In consideration of the waivers in clause (a) of subsection 2.2.3 and i26 recognition of the oversecured status of all Class 1 Claims, no Avoidance Action, cause of action, claim for relief based on constructive intent, insolvency or lack of reasonable exchange value sha27 be asserted or lie against any Holder of a Class 1 Claim. 28

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1 (c) For the avoidance of doubt, the Liens of each Holder of a Class 1 Claim arhereby modified to prohibit post-Effective Date enforcement of any remedy or other provision o2 any contract, agreement, or promissory note on account of any Nonpayment Default deemed to havbeen waived by the Plan as set forth in subsections 2.2.2 and 2.2.3, including without limitation th3 assessment of a default rate of interest or similar penalty or charge, late charges, other penalties, oacceleration of the maturity date of any loan, provided however, that nothing contained in the Pla4 shall affect the ability of a Holder of a Class 1 Claim to declare an event of default related to Nonpayment Default triggered by new facts first arising after the Effective Date of the Plan or an5 other breach, default or event of default, including any payment default, arising after the EffectivDate of the Plan. The waivers and modifications set forth in this subsection 2.2.3 shall only apply t6 the ability of a Holder of a Class 1 Claim to enforce rights and remedies with respect to such Claiand shall not operate to waive, modify, or impair any right or defense the Holder of a Class 1 Clai7 may have to any claims asserted against such Holder, including Avoidance Actions and Causes oAction. Nor shall such waivers or modifications relieve the PFI Trust or OpCo from the performanc8 post-Effective Date of (i) any covenant or obligation requiring the repair or maintenance of the ReProperties and (ii) any duty, covenant, negative covenant, representation, warranty or obligatio9 required to be performed under applicable law and the applicable contracts, instruments, documentor agreements, including, without limitation, any requirement to prepare financial reports, repair o10 maintain Collateral or to pay the costs, expenses and attorneys’ fees related to post-Effective Datdefault. Notwithstanding the foregoing, any deferred repairs, maintenance and/or physical wast11 whenever having occurred, with respect to any Collateral shall be promptly addressed, remedied anabated, within six months after the Effective Date. 12 (d) For the avoidance of doubt, if the Effective Date does not occur, the 13 modifications and waivers of the rights of Holders of Class 1 Claims in this Section 2.2 and this Plashall be null and void and of no effect. 14 2.2.4 The Bankruptcy Court shall retain jurisdiction and power to determine the Allowe15 Amount necessary to satisfy any Class 1 Claim for which treatment is elected under clause (i) oclause (iii) of subsection 2.2.2. 16 2.3 CLASS 2: NON-INVESTOR OTHER SECURED CLAIMS. 17 Class 2 consists of all Non-Investor Other Secured Claims. Class 2 is Unimpaired under th18 Plan. 19 The legal, equitable, and contractual rights of Holders of Allowed Class 2 Claims arunaltered by the Plan, and, notwithstanding substantive consolidation of the Debtors and vesting o20 the PFI Trust Assets and the OpCo Assets (including, without limitation, the Real Properties) in thPFI Trust and the OpCo, as applicable, either directly or indirectly, the Liens of the Holders o21 Allowed Class 2 Claims will continue to attach to their respective Collateral, provided that all sucClaims shall remain subject to any and all defenses, counterclaims, and setoff or recoupment right22 with respect thereto. Unless the PFI Trust and the Holder of an Allowed Class 2 Claim agree to othetreatment, on or as soon as is reasonably practicable after the Effective Date, each Holder of a23 Allowed Class 2 Claim shall receive, at the PFI Trust’s option: (i) Cash from the PFI Trust in thAllowed amount of such Holder’s Allowed Class 2 Claim; or (ii) the return by the PFI Trust of th24 Collateral securing such Allowed Class 2 Claim, without representation or warranty by any Perso(and without recourse against any Person regarding such Non-Investor Other Secured Claim); or (iii25 (A) the cure of any default, other than a default of the kind specified in Bankruptcy Code sectio365(b)(2), that Bankruptcy Code section 1124(2) requires to be cured, with respect to such Holder’26 Allowed Class 2 Claim, without recognition of any default rate of interest or similar penalty ocharge, and upon such cure, no default shall exist; (B) the reinstatement of the maturity of suc27 Allowed Class 2 Claim as the maturity existed before any default, without recognition of any defaurate of interest or similar penalty or charge; and (C) retention of its unaltered legal, equitable, an28

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1 contractual rights with respect to such Allowed Class 2 Claim, including through the retention of anassociated Lien on the specific Collateral securing such Allowed Class 2 Claim. 2 The Bankruptcy Court shall retain jurisdiction and power to determine the amount necessar3 to satisfy any Allowed Class 2 Claim for which treatment is elected under clause (i) or clause (iii) othe immediately foregoing paragraph. With respect to any Allowed Class 2 Claim for whic4 treatment is elected under clause (i), any Holder of such Allowed Class 2 Claim shall release (and bthe Confirmation Order shall be deemed to release) all Liens against any Estate Assets securin5 such Allowed Class 2 Claim. 6 2.4 CLASS 3: PRIORITY CLAIMS. 7 Class 3 consists of all Priority Claims. Class 3 is Unimpaired under the Plan. 8 On, or as soon as reasonably practicable after, the later of (i) the Effective Date and (ii) thdate on which a Priority Claim becomes payable pursuant to and as specified by an order of th9 Bankruptcy Court, the Holder of such Allowed Priority Claim shall receive, in full satisfactiosettlement, and release of and in exchange for such Allowed Priority Claim, either (a) Cash from th10 PFI Trust equal to the unpaid portion of such Allowed Priority Claim or (b) such other less favorabltreatment from the PFI Trust to which such Holder and the PFI Trust shall have agreed upon i11 writing. 12 2.5 CLASS 4: DOT NOTEHOLDER CLAIMS. 13 Class 4 consists of all DOT Noteholder Claims, including such claims of Investors whosnotes are allegedly secured by a first priority deed of trust. Class 4 is Impaired under the Plan. Fo14 purposes of distributions under the Plan, Holders of DOT Noteholder Claims in Class 4 arconsidered to be in separate subclasses within Class 4 on a property by property basis (i.e., Class 415 is composed of all DOT Noteholder Claims relating to Real Property A, Class 4B is composed of aDOT Noteholder Claims relating to Real Property B, etc.), and each such subclass for eac16 applicable Real Property is deemed to be a separate Class for purposes of the Plan. 17 To the extent (a) the Real Properties securing the liens of DOT Noteholders have not beesold prior to the Effective Date, or (b) the liens of DOT Noteholders have attached to the proceeds 18 the sale of any Real Properties and have not been otherwise removed and expunged pursuant to aorder of the Bankruptcy Court, DOT Noteholder Claims shall be compromised as follows: (119 Holders of DOT Noteholder Claims will be treated as general unsecured creditors for purposes distribution; (2) the Confirmation Order shall include provisions expunging the liens of the DO20 Noteholders from the record of the Real Properties, or the sale proceeds thereof, such expungemeto become effective with respect to each Real Property, or the sale proceeds thereof, on the later 21 the thirtieth (30th) day after entry of the Confirmation Order or the date of entry of a final ordeadjudicating an Avoidance Action with respect to a lien on that Real Property or the sale proceed22 thereof; (3) any DOT Noteholder that wishes to challenge the expungement of its lien shall file aobjection with the Bankruptcy Court no later than twenty (20) days after entry of the Confirmatio23 Order and serve its objection on the Debtors or PFI Trustee, as applicable; (4) the Debtors or PFTrustee, as applicable, shall file the Avoidance Action no later than thirty (30) days after service o24 the objection. With regard to the foregoing provision (1), the Holders of Allowed Class 4 Claims wi25 receive on or as soon as reasonably practicable after the Effective Date, (i) one (1) Class A PFI TruInterest for each dollar of Allowed Investor Restitution Claims held by the applicable Investor an26 one (1) Class B PFI Trust Interest for each dollar of Allowed Investor Subordinated Claims (anresulting fractional PFI Trust Interests will be rounded to the nearest hundredth of such PFI Tru27 Interest with five thousandths thereof rounded up to the next hundredth), and (ii) the oth 28

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1 consideration provided for in the Investor Claims Special Provisions set forth in Section 2.10.2 othe Plan. As set forth more fully herein, subsequent Distributions of Cash on account of the P2 Trust Interests will be made by the PFI Trust in accordance with the PFI Trust Interests Waterfall. The treatment of any and all Investor Claims under the Plan is not intended to and will n3 reduce, impair, satisfy, limit, or otherwise affect any rights that any Investor may have against anPerson that is not a Released Party (including those rights that may be included in the Contribute4 Claims and contributed to the PFI Trust by making the Ballot election described below). 5 Each Holder of an Investor Claim (including a Class 4 DOT Noteholder Claim) may agreby electing on its Ballot, to contribute its Contributed Claims to the PFI Trust. By electing suc6 option on its Ballot, the Investor agrees that, subject to the occurrence of the Effective Date and thformation of the PFI Trust, it will be deemed, without further action, (i) to have contributed it7 Contributed Claims to the PFI Trust and (ii) to have agreed to execute any documents reasonablrequested to memorialize such contribution. The relative share of PFI Trust recoveries for any s8 electing Investor will be enhanced by having the amounts that otherwise would be its AlloweInvestor Restitution Claim and its Allowed Investor Subordinated Claim each increased by th9 Contributing Claimants’ Enhancement Multiplier. Investors also may choose to make such electiobecause aggregating all Contributed Claims and similar PFI Trust Actions may enable the pursu10 and settlement of such litigation claims in a more efficient and effective manner. 11 2.6 CLASS 5: NON-DOT INVESTOR CLAIMS. Class 5 consists of all Non-DOT InvestoClaims. Class 5 is Impaired under the Plan. 12 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders o13 Allowed Class 5 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Investor Restitution Claims held by th14 applicable Investor and one (1) Class B PFI Trust Interest for each dollar of Allowed InvestoSubordinated Claims (any resulting fractional PFI Trust Interests will be rounded to the neare15 hundredth of such PFI Trust Interest with five thousandths thereof rounded upto the next hundredt and (ii) the other consideration provided for in the Investor Claims Special Provisions set forth i16 Section 2.10.2 of the Plan. As set forth more fully herein, subsequent Distributions of Cash oaccount of the PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Tru17 Interests Waterfall. 18 The treatment of any and all Investor Claims under the Plan is not intended to and will nreduce, impair, satisfy, limit, or otherwise affect any rights that any Investor may have against an19 Person that is not a Released Party (including those rights that may be included in the ContributeClaims and contributed to the PFI Trust by making the Ballot election described below). 20 Each Holder of an Investor Claim (including a Class 5 Non-DOT Investor Claim) may agre21 by electing on its Ballot, to contribute its Contributed Claims to the PFI Trust. By electing sucoption on its Ballot, the Investor agrees that, subject to the occurrence of the Effective Date and th22 formation of the PFI Trust, it will be deemed, without further action, (i) to have contributed itContributed Claims to the PFI Trust and (ii) to have agreed to execute any documents reasonabl23 requested to memorialize such contribution. The relative share of PFI Trust recoveries for any selecting Investor will be enhanced by having the amounts that otherwise would be its Allowe24 Investor Restitution Claim and its Allowed Investor Subordinated Claim each increased by thContributing Claimants’ Enhancement Multiplier. Investors also may choose to make such electio25 because aggregating all Contributed Claims and similar PFI Trust Actions may enable the pursuand settlement of such litigation claims in a more efficient and effective manner. 26 On the Effective Date, the interests of the PFI LLC Members in the PFI-Managed LLCs an27 LP Interest Holders shall automatically be recharacterized as Non-DOT Investor Claims, with suc28

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1 recharacterization to be retroactive in each instance to the date or dates on which such PFI LLMember or LP Interest Holder transferred funds to the respective PFI-Managed LLC(s) or LP Debto2 Such recharacterized claims shall be treated as Non-DOT Investor Claims. 3 2.7 CLASS 6: TIC CLAIMS. 4 Class 6 consists of all TIC Claims. Class 6 is Impaired under the Plan. Holders of AlloweClass 6 Claims will receive either: 5 (a) In full satisfaction, settlement, and release of and in exchange for such Claims, th6 Holders of Allowed Class 6 Claims will receive on or as soon as reasonably practicable after thEffective Date, one (1) Class A PFI Trust Interest for each dollar of Allowed TIC Claims held by th7 applicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the nearehundredth of such Class A PFI Trust Interest with five thousandths thereof rounded upto the ne 8 hundredth). As set forth more fully herein, subsequent Distributions of Cash on account of the ClasA PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Trust Interest9 Waterfall. Under this treatment option, a Holder of TIC Interests will maintain such Holder’ownership interest equal to such tenant in common’s ownership percentage in the Real Property (a10 set forth in the grant deed of the Real Property, unless there is an applicable TIC Agreement, iwhich case the ownership percentage in the TIC Agreement will control). To the extent a TI11 Interest was obtained using rolled over funds or funds that were otherwise commingled or traceablto PFI, the Debtors or PFI Trust, as applicable, reserves all rights in connection therewith. TI12 Interests shall not be substantively consolidated under the Plan and will not be treated as EstatAssets, PFI Trust Assets or OpCo Assets. Any and all of any Debtor’s interests in the applicabl13 Real Property that is an Estate Asset prior to the Effective Date will become a PFI Trust Asset or aOpCo Asset, as applicable; or 14 (b) If the Holder of a TIC Claim makes a valid TIC Investor Treatment Election on his 15 her timely-returned Ballot or by written agreement with the Debtors or PFI Trustee, as applicablthe Holder of a TIC Claim, in exchange for transferring his or her TIC Interests to the Debtors or PF16 Trust, as applicable, in a manner satisfactory to the Debtors or PFI Trustee, as applicable, shareceive the treatment provided to Holders of Class 5 Non-DOT Investor Claims, including th17 Special Provisions Relating to Investor Claims and Special Provisions Relating to IndividuInvestor-Specific Claims as set forth in sections 2.11.2 and 2.11.3, respectively. By making the TI18 Investor Treatment Election, the Holder of a TIC Interest shall only be entitled to the equivalent his or her Investor Claim, and shall not be entitled to any additional Claim for damages related to hi19 or her TIC Interest. If such an election is made, all provisions in the Plan applicable to Investorshall apply to Holders of TIC Interests who made the TIC Investor Treatment Election. 20 2.8 CLASS 7: OTHER UNSECURED CLAIMS. 21 Class 7 consists of all Other Unsecured Claims. Class 7 is Impaired under the Plan. 22 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders o23 Allowed Class 7 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Other Unsecured Claims held by th24 applicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the nearehundredth of such Class A PFI Trust Interest with five thousandths thereof rounded upto the ne 25 hundredth). As set forth more fully herein, subsequent Distributions of Cash on account of the ClasA PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Trust Interest26 Waterfall. 27 28

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1 2.9 CLASS 8: OTHER SUBORDINATED CLAIMS. 2 Class 8 consists of all Other Subordinated Claims. Class 8 is Impaired under the Plan. 3 The Holders of Allowed Other Subordinated Claims will retain a residual right to receivAvailable Cash that remains in the PFI Trust after the final administration of all PFI Trust Assets an4 OpCo Assets, and the complete satisfaction of all senior payment rights within the PFI TruInterests Waterfall, including satisfaction of all Investor Subordinated Claims. The Plan Proponent5 have determined not to solicit the votes of the Holders of any Other Subordinated Claims, and sucHolders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled t6 vote on the Plan. 7 2.10 CLASS 9: EQUITY INTERESTS. 8 Class 9 consists of all Equity Interests in the Debtors. Class 9 is Impaired under the Plan. 9 As of the Effective Date, subject to the Alternative Restructuring Transactions (if any), aEquity Interests shall be deemed void, cancelled, and of no further force and effect. On and after th10 Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain anproperty or interest in property under the Plan on account of such Equity Interests. Class 9 is deeme11 to have rejected the Plan and, therefore, Holders of Equity Interests are not entitled to vote on thPlan. 12 For the avoidance of doubt, any and all purported Equity Interests of an Investor in an13 Debtor shall be deemed void, cancelled, and of no further force and effect; such Claims shall btreated as Investor Claims of the Investor pursuant to the Plan, regardless of the pre-petitio14 designations used by the Debtors and/or Investors. 15 2.11 COMPREHENSIVE SETTLEMENT OF CLAIMS AND CONTROVERSIES. 16 2.11.1 Generally. Pursuant to Bankruptcy Code sections 1123(a)(5), 1123(b)(3), an1123(b)(6), as well as Bankruptcy Rule 9019, and in consideration for the Distributions and othe17 benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromisand settlement of all claims and controversies relating to the rights that a Holder of a Claim or a18 Equity Interest may have against any Debtor with respect to any Claim, Equity Interest, or anDistribution on account thereof, as well as of all potential Intercompany Claims, Intercompany Lien19 and Causes of Action against any Debtor. The entry of the Confirmation Order will constitute thBankruptcy Court’s approval, as of the Effective Date, of the compromise and settlement of all suc20 claims or controversies and the Bankruptcy Court’s finding that all such compromises ansettlements are (i) in the best interest of the Debtors, the Estates, and their respective property an21 stakeholders; and (ii) fair, equitable, and reasonable. This comprehensive compromise ansettlement is a critical component of the Plan and is designed to provide a resolution of myria22 disputed Claims, Liens, and Causes of Action that otherwise could take years to resolve, whicwould delay and undoubtedly reduce the Distributions that ultimately would be available for a23 Creditors. This Section 2.11.1 shall not apply to Holders of Class 1 Claims. 24 2.11.2 Special Provisions Relating to Investor Claims. The Plan effectuates, among oththings, the following (the “Investor Claims Special Provisions”): 25 (a) Unless held by Excluded Parties or Disputing Claimants or where a Cause of Actio26 has been commenced against an Investor, including, without limitation, any Avoidance Action (iwhich case any Claims held by such Excluded Parties, Disputing Claimants or Investors again27 whom Causes of Action are commenced are deemed Disputed Claims), all Investor Claims ar28

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1 deemed Allowed under the Plan in the amounts set forth in the Schedule of Allowed Netted Claimprepared by the Debtors and/or the PFI Trust. 2 (b) The Holders of Allowed Investor Claims will receive the treatment provided for suc3 Holders under the Plan. For the avoidance of doubt, any and all purported equity interests of aInvestor in any Debtor shall be deemed and treated as Investor Claims of the Investor pursuant to th4 Plan, regardless of the pre-petition designations used by the Debtors and/or Investors. 5 (c) The PFI Trust will be created to effectively and efficiently pursue the PFI TruActions for the collective benefit of all the PFI Trust Beneficiaries, as well as to own the interests o6 the OpCo, establish and hold the Distribution Reserves, and receive and distribute to the holders oPFI Trust Interests the net proceeds of the monetization or other disposition of the PFI Trust Asset7 in accordance with the Plan and the PFI Trust Agreement. 8 (d) No Avoidance Action may be brought, directly or indirectly, on account of a paymeto an Investor outside the Investor Lookback Period, unless such Investor is an Excluded Party. 9 (e) The PFI Trustee shall have discretion, subject to the PFI Trust Agreement, t10 determine whether and how to make demand upon, or sue, Investors liable for a Net PrepetitioInvestor Recovery, including but not limited to the discretion not to bring suit or make a deman11 because of the Investor’s financial hardship. That discretion shall be exercised in accordance witguidelines developed by the PFI Trustee and thereafter approved by the BOV subject to the P12 Trust Agreement. No party should assume that they will be entitled to the exercise of sucdiscretion. 13 2.11.3 Special Provisions Relating to Individual Investor-Specific Claims. 14 (a) Nothing in the Plan will impair the right of Investors to independently pursue claim15 in which they have independent legal standing against third parties that are unique to such Investor(“Individual Investor-Specific Claims”). By way of example, and not limitation, such uniqu16 claims include claims based on loss of lien or loss of lien priority, claims against investorsprofessional advisors, claims against retirement servicers and similar claims that may be asserte17 based on such investors’ particular circumstances. The Individual Investors Claims do not includInvestor Claims common to all Investors and/or claims to recover commissions or referral fees pai18 by the Debtors to third parties in connection with an Investor’s investment with the Debtors. 19 (b) Any recoveries on Individual Investor Claims shall reduce the amount of distributionfrom the PFI Trust to the individual Investor receiving such recovery as follows: 20 (i) Any recovery, net of reasonable fees and expenses actually incurred (the “N21 Recovery”), shall first be applied to reduce the applicable Investor Subordinated Claim (to thextent the Investor has an Investor Subordinated Claim) and then, after such subordinated claim i22 reduced to $0, shall next be applied to reduce the individual Investor’s Investor Restitution Claim. 23 By way of example, in the year prior to the Petition Date, Investor A investe$500,000 at one time with the Debtors and received $45,000 in cash distributions on such claim prio24 to the bankruptcy, representing a 9% per annum return on the investment during that year. Under thclaims netting process, Investor A shall receive: (i) a $455,000 Investor Restitution Claim (origin25 investment amount of $500,000 minus the $45,000 distribution received); and (ii) a $35,000 InvestoSubordinated Claim (representing a 7% per annum interest on the $500,000 investment). If Investo26 A brings an Individual Investor-Specific Claim against a third party, recovers $30,000 and incur$10,000 in reasonable legal fees and costs, Investor A’s Net Recovery is $20,000. The $20,000 N27 Recovery shall be applied first to reduce Investor A’s Investor Subordinated Claim from $35,000 t28

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1 $15,000, and Investor A’s Investor Restitution Claim shall not be affected (i.e., it will remain a claiin the amount of $455,000). 2 By way of a second example, assume Investor A brings an Individual Investor3 Specific Claim against a third party and recovers $100,000 and incurs $30,000 in reasonable legfees and costs. Investor A’s Net Recovery is thus $70,000. Under this example, where Investor 4 has an Investor Subordinated Claim of $35,000, the $70,000 Net Recovery is first applied to reducthe Investor Subordinated Claim to $0 (i.e., $35,000 - $35,000 = $0). The remaining $35,000 o5 Investor A’s Net Recovery would then be applied to reduce Investor A’s Investor Restitution Claiof $455,000 – resulting in a reduced Investor Restitution Claim of $420,000 (i.e., $455,000 6 $35,000 = $420,000). 7 (ii) Each individual Investor has an affirmative duty to report, in writing, to thDebtors or the PFI Trustee, as appropriate, the Net Recoveries on account of their Individu8 Investor Claims. Such report shall be made within thirty (30) days of the receipt of such NRecoveries and include the gross amount recovered, and the fees and expenses incurred in obtainin9 such Net Recoveries. If requested, the individual Investor shall provide documentation in support such fees and expenses. The failure to comply with the obligation to timely report Net Recoverie10 shall result in the individual Investor’s claim against the Debtors being automatically disalloweand the clawback of any previously received distributions under the Plan. 11 12 ACCEPTANCE OR REJECTION OF THE PLAN 13 3.1 IMPAIRED CLASS OF CLAIMS ENTITLED TO VOTE. Only the votes of Holders Allowed Claims in Class 1, Class 4, Class 5, Class 6, and Class 7 shall be solicited with respect t14 the Plan. 15 3.2 ACCEPTANCE BY AN IMPAIRED CLASS. In accordance with Bankruptcy Codsection 1126(c), and except as provided in Bankruptcy Code section 1126(e), the Holders of Claim16 in any Class (including any subclass) entitled to vote on the Plan shall have accepted the Plan if thPlan is accepted by the Holders of at least two-thirds (⅔) in dollar amount and more than one-ha17 (½) in number of the Allowed Claims in such Class (or subclass) that have timely and properly voteto accept or reject the Plan. 18 3.3 PRESUMED ACCEPTANCES BY UNIMPAIRED CLASSES. Classes 2 and 3 ar19 Unimpaired under the Plan. Under Bankruptcy Code section 1126(f), the Holders of Claims in sucUnimpaired Classes are conclusively presumed to have accepted the Plan, and, therefore, the vote20 of such Holders shall not be solicited. 21 3.4 IMPAIRED CLASSES DEEMED TO REJECT PLAN. The Plan Proponents havdetermined not to solicit the votes of Holders of any Claims in Class 8, and such Holders shall b22 deemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the PlaHolders of Equity Interests in Class 9 are not entitled to receive or retain any property or interests i23 property under the Plan. Under Bankruptcy Code section 1126(g), such Holders are deemed to havrejected the Plan, and, therefore, the votes of such Holders shall not be solicited. 24 3.5 MODIFICATIONS OF VOTES. Following the Voting Deadline, no Creditors entitled t25 vote on the Plan will be able to change their votes cast on the Plan or any attendant elections opreferences without the written consent of the Plan Proponents, which consent may be given o26 withheld in the Plan Proponents’ reasonable discretion after consultation with the Ad HoCommittees. 27 3.6 CONFIRMATION PURSUANT TO BANKRUPTCY CODE SECTION 1129(B28

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1 Because at least one Impaired Class is deemed to have rejected the Plan, the Plan Proponents wiand hereby request confirmation of the Plan under Bankruptcy Code section 1129(b). The Pla2 Proponents reserve the right to alter, amend, modify, revoke, or withdraw the Plan, the PlaSupplement, or any schedule or exhibit, including to amend or modify it to satisfy the requirement3 of Bankruptcy Code section 1129(b), if necessary. 4 3.7 ELIMINATION OF VACANT CLASSES. Any Class of Claims or Equity Interests thdoes not contain, as of the date of the commencement of the Confirmation Hearing, a Holder of a5 Allowed Claim, or a Holder of a Claim temporarily allowed under Bankruptcy Rule 3018, shall bdeemed deleted from the Plan for purposes of determining acceptance of the Plan by such Clas6 under Bankruptcy Code section 1129(a)(8). 7 3.8 SEVERABILITY OF JOINT PLAN. This Plan represents a joint plan comprised oindividual plans for each of the Debtors. As further discussed in Section 10.7 of the Plan, the Pla8 Proponents may alter, amend, or modify this Plan at or before the Confirmation Hearing, includinto remove one or more Debtors from this Plan, in the Plan Proponents’ reasonable discretion afte9 consultation with each of the Ad Hoc Committees. 10 IMPLEMENTATION OF THE PLAN 11 4.1 IMPLEMENTATION OF THE PLAN. Subject to the Alternative Restructurin12 Transactions, the Plan will be implemented by various acts and transactions as set forth in the Plaincluding, among other things, the establishment of the PFI Trust, the OpCo, the BOV and the P13 Trustee, and the making of Distributions by the PFI Trust in accordance with the Plan. 14 4.2 STREAMLINING OF THE DEBTORS’ CORPORATE AFFAIRS. 15 4.2.1 Debtors’ Existing Directors, Officers, and Managers. On the Effective Date, eacof the Debtors’ existing directors, officers, and managers shall be terminated automatically witho16 the need for any Corporate Action and without the need for any corporate or limited liabilitcompany filings, and shall have no ongoing rights against or obligations to the Debtors or th17 Estates, including under any applicable prepetition agreements (all of which will be deemeterminated). On the Effective Date, the PFI Trustee shall succeed to all such powers as would hav18 been applicable to the Debtors’ officers and managers in respect of all PFI Trust Assets, the OpCand the OpCo Assets; provided, however, that the PFI Trustee may continue to consult with o19 employ the Debtors’ former directors, officers, employees, and managers to the extent required tcomply with applicable law and/or to implement the Plan, the OpCo and/or PFI Trust. 20 4.2.2 The OpCo. On the Effective Date, the OpCo Assets shall be assigned or otherwis21 transferred or conveyed to the OpCo in form and substance acceptable to the PFI Trustee in hidiscretion in consultation with the BOV, and subject to the Liens of each Holder of Class 1 Claim22 with respect to its Collateral. Without the need for any Corporate Action and without the need foany corporate, limited liability company or limited partnership filings, (a) all Equity Interests of th23 Debtors issued and outstanding immediately before the Effective Date shall be automaticallcancelled and extinguished on the Effective Date and (b) as of the Effective Date, a new equit24 interest in the OpCo, representing all of the issued and outstanding equity interests in the OpCo shabe issued to the PFI Trust, which new equity interests so issued shall be deemed to have been offere25 and sold to the PFI Trust in reliance on the exemption from registration under the Securities Aafforded by section 4(a)(2) thereof. On and after the Effective Date, the OpCo will be a wholly26 owned subsidiary of the PFI Trust, and the PFI Trust may expend with respect to the OpCo sucamounts as the PFI Trust determines is appropriate, in its discretion. The OpCo (a) shall have th27 PFI Trust as its sole equity interest holder, (b) shall be treated as a disregarded entity for income tapurposes, (c) shall have a purpose consistent with the purpose of the PFI Trust as set forth in Sectio28

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1 4.3.4 of the Plan, and (d) shall be subject to the same limitations imposed on the PFI Trustee undthe terms of this Plan and the PFI Trust Agreement. The PFI Trust will have all additional right2 regarding the OpCo as are set forth in the Plan and the PFI Trust Agreement. 3 4.2.3 Dissolution of the Debtors. Subject to any Alternative Restructuring Transactions (iany), on the Effective Date, each of the Debtors will be dissolved automatically without the need fo4 any Corporate Action, without the need for any corporate or limited liability company filings, anwithout the need for any other or further actions to be taken by or on behalf of such dissolvin5 Debtor or any other Person or any payments to be made in connection therewith; provided, howevethat the PFI Trust may in its discretion file any certificates of cancellation as may be appropriate i6 connection with dissolution of the Debtors. Subject to any Alternative Restructuring Transactions (iany), on and as of the earlier of the Closing Date and the date on which the PFI Trustee Files wit7 the Bankruptcy Court a notice of dissolution as to a Debtor, such Debtor will be dissolveautomatically without the need for any Corporate Action, without the need for any corporate o8 limited liability company filings, and without the need for any other or further actions to be taken bor on behalf of such dissolving Debtor or any other Person or any payments to be made i9 connection therewith; provided, however, that the PFI Trust may in its discretion file any certificateof cancellation as may be appropriate in connection with dissolution of any Debtors. An10 dissolution of a Debtor under the Plan or any Alternative Restructuring Transactions shall have nimpact on the rights of a Holder of a Class 1 Claim with respect to its Collateral, and any Liens o11 such Holders shall be retained. 12 4.2.4 Corporate Documents and Corporate Authority. On the Effective Date, thcertificates of incorporation, bylaws, operating agreements, and articles of organization, a13 applicable, of all the Debtors shall be deemed amended to the extent necessary to carry out thprovisions of the Plan. The entry of the Confirmation Order shall constitute authorization for th14 Debtors, the OpCo and the PFI Trustee, as applicable, to take or cause to be taken all action(including, if applicable, Corporate Actions and any Alternative Restructuring Transactions15 necessary or appropriate to implement all provisions of, and to consummate, the Plan prior to, oand after the Effective Date and all such actions taken or caused to be taken shall be deemed to hav16 been authorized and approved by the Bankruptcy Court without further approval, act, or action undeany applicable law, order, rule, or regulation. 17 4.3 PFI TRUST. 18 4.3.1 Appointments. 19 (a) On and after the Effective Date, the Initial PFI Trustee shall become and serve as P20 Trustee. The PFI Trustee’s compensation and other related information will be more specifically sforth in the PFI Trust Agreement. 21 (b) On and after the Effective Date, the initial BOV shall begin to serve without furthe22 action, consistent with the Plan and the PFI Trust Agreement, and shall oversee the PFI Trustee’performance of his, her or its duties and otherwise serve the functions described in the Plan and th23 PFI Trust Agreement. The BOV members shall serve on a voluntary basis without compensatiobut they shall be reimbursed by the PFI Trust for any reasonable expenses in accordance with th24 PFI Trust Agreement. 25 4.3.2 Creation and Governance of the PFI Trust. On the Effective Date, the PFI Trusteshall execute the PFI Trust Agreement and shall take any other steps necessary to establish the P26 Trust in accordance with the Plan and the beneficial interests therein. For federal income tapurposes, the transfer of the assets to the PFI Trust will be treated as a sale or other disposition o27 assets (except for the assets transferred to the Disputed Ownership Fund as provided in Section 6. of the Plan) to the PFI Trust Beneficiaries in exchange for their claims in the Chapter 11 Cases. An28

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1 income or loss from the transfer of assets to the PFI Trust shall flow through to the ultimattaxpaying member of each Debtor who will be responsible to pay the tax liability, if any. For feder2 income tax purposes, the PFI Trust Beneficiaries shall be treated as the grantors of the PFI Trust andeemed to be the owners of the assets of the PFI Trust. The transfer of the PFI Trust Assets to th3 PFI Trust shall be deemed a transfer to the PFI Trust Beneficiaries by the Debtors, followed by deemed transfer by such PFI Trust Beneficiaries to the PFI Trust. The Debtors, the PFI Tru4 Beneficiaries, and the PFI Trust will consistently report the valuation of the assets transferred to thPFI Trust. Such consistent valuations and revised reporting will be used for all federal income ta5 purposes. Income deductions, gain, or loss from the PFI Trust shall be reported to the beneficiarieof the PFI Trust in conjunction with the filing of the PFI Trust’s income tax returns. Each PFI Tru6 Beneficiary shall report income, deductions, gain, or loss on such PFI Trust Beneficiary’s incomtax returns. The PFI Trust shall be governed by the PFI Trust Agreement and administered by th7 PFI Trustee. The powers, rights, and responsibilities of the PFI Trustee shall be specified in the PTrust Agreement. After an objection to a Disputed Claim is resolved or a Contingent Claim o8 Unliquidated Claim has been determined in whole or in part by a Final Order or by agreement, thPFI Trust Interests and/or Cash held in the Disputed Ownership Fund shall be transferred a9 described in the PFI Trust Agreement. 10 4.3.3 Vesting of PFI Trust Assets, Free and Clear of Liens and Interests; Monies froGovernmental Units. On the Effective Date, and subject to Section 2.2, the PFI Trust shall b11 automatically vested with all of the Debtors’ and the Estates’ respective rights, title, and/or interein and to all PFI Trust Assets, and the OpCo shall be automatically vested with all of the Debtor12 and the Estates’ respective rights, title and/or interest in and to all OpCo Assets. Except aspecifically provided in the Plan or the Confirmation Order, in accordance with Bankruptcy Cod13 section 1141, the PFI Trust Assets, the OpCo Assets and any other assets shall automatically vest ithe PFI Trust and the OpCo, as applicable, free and clear of all Claims, Liens, or interests (includin14 without limitation, any and all DOT Noteholders’ Deeds of Trust), subject only to the PFI TruInterests and the PFI Trust Expenses, as provided for in the PFI Trust Agreement, and such vestin15 shall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, oother similar tax. The PFI Trustee shall be the exclusive trustee of the PFI Trust Assets (including a16 ownership interests in the OpCo) for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), awell as the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(317 regarding all PFI Trust Assets, the OpCo and the OpCo Assets. The PFI Trust shall hold andistribute the PFI Trust Assets and shall collect and distribute all proceeds from the operation18 and/or sale of the OpCo and the OpCo Assets in accordance with the provisions of the Plan and thPFI Trust Agreement. The vesting of the PFI Trust Assets and the OpCo Assets will not affect th19 rights of a Holder of a Class 1 Claim with respect to its Collateral, including to assert rights andefenses, including setoff and recoupment, as if those Assets were retained by such Holder’s singl20 borrower. 21 Notwithstanding the foregoing or any other provision in the Plan, in the event that the PFTrust receives any monies from the United States or any other governmental unit (as defined i22 Bankruptcy Code section 101(27)), obtained as forfeited assets (or otherwise) by the governmentunit for the benefit of the investor victims of the Debtors’ prepetition Ponzi scheme, all such monie23 shall not constitute Estate Assets, PFI Trust Assets or OpCo Assets, and the PFI Trustee iauthorized to and shall distribute all such monies only to Investors who are Holders of Class A PF24 Interests or Class B PFI Interests on account thereof, subject to the Plan and the PFI TruAgreement; provided that the PFI Trustee and his, her or its agents will be reimbursed from suc25 monies for reasonable costs and expenses incurred by said parties related to the PFI Trust’collection, administration, and distribution of such monies to the applicable Investors. 26 4.3.4 Purpose of the PFI Trust. The PFI Trust shall be established for the purpose 27 pursuing, collecting from and/or monetizing the PFI Trust Assets and the OpCo Assets and makinDistributions from the proceeds of such assets to the PFI Trust Beneficiaries in accordance wit28

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1 Treasury Regulation section 301.7701-4(d), with no objective to continue or engage in the conduof a trade or business other than as sole owner of the OpCo. 2 4.3.5 Authority. Subject to the authority and supervision of the BOV as set forth in the P3 Trust Agreement, the PFI Trustee shall have the authority and right on behalf of the PFI Truswithout the need for Bankruptcy Court approval (in each case, unless otherwise provided in the Pla4 and the PFI Trust Agreement), to carry out and implement all applicable provisions of the Plaincluding to: 5 (a) appear on behalf of the PFI Trust in the Chapter 11 Cases and any proceedings relate6 thereto; 7 (b) review, reconcile, compromise, settle, or object to Claims and resolve such objectionas set forth in the Plan, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules; 8 (c) calculate and make Distributions and calculate and establish reserves under and i9 accordance with the Plan; 10 (d) retain, compensate, and employ professionals and other Persons to represent the PFTrustee, including, without limitation, assisting in managing and representing the OpCo, with respe11 to and in connection with its rights and responsibilities; 12 (e) establish, maintain, and administer documents and accounts of the Debtors aappropriate, which shall be segregated to the extent appropriate in accordance with the Plan; 13 (f) maintain, conserve, collect, settle, and protect the PFI Trust Assets and the OpC14 Assets, including, without limitation, any Real Properties (subject to the limitations described hereiand in the PFI Trust Agreement); 15 (g) sell, monetize, transfer, assign, distribute, abandon, or otherwise dispose of the PF16 Trust Assets and OpCo Assets (including, without limitation, any Real Properties) or any pathereof or interest therein upon such terms as the PFI Trustee determines to be necessary, appropriat17 or desirable, subject to the provisions of the PFI Trust Agreement; 18 (h) pursue, prosecute, settle or abandon any PFI Trust Actions; 19 (i) negotiate, incur, and pay the PFI Trust Expenses, including the expenses of the OpC20 (j) prepare and file any and all informational returns, reports, statements, returns, another documents or disclosures relating to the Debtors that are required under the Plan, by an21 governmental unit, or by applicable law; 22 (k) compile and maintain the official claims register, including for purposes of makinDistributions under the Plan; 23 (l) take such actions as are necessary or appropriate to manage and, when appropriat24 wind-down and dissolve the OpCo; 25 (m) comply with the Plan, exercise the PFI Trustee’s rights, and perform the PTrustee’s obligations; and 26 (n) exercise such other powers as deemed by the PFI Trustee to be necessary and prop27 to implement the Plan. 28

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1 To the extent necessary to give full effect to its administrative rights and duties under the Plan, thPFI Trustee shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) a2 appropriate corporate or limited liability company officer or manager of the OpCo and each of thDebtors under any applicable nonbankruptcy law and (ii) a “trustee” of the OpCo and each of th3 Debtors under Bankruptcy Code sections 704 and 1106. 4 4.3.6 Limitation of Liability. The PFI Trustee and the BOV shall enjoy all of the rightpowers, immunities, and privileges applicable to a Bankruptcy Code chapter 7 trustee with respect t5 limitations of liability, subject to the PFI Trust Agreement. The PFI Trustee and the BOV may, iconnection with the performance of their respective functions, in their sole and absolute discretio6 consult with their attorneys, accountants, advisors, and agents, and shall not be liable for any ataken, or omitted to be taken, or suggested to be done in accordance with advice or opinion7 rendered by such Persons, regardless of whether such advice or opinions were in writinNotwithstanding such authority, neither the PFI Trustee nor the BOV shall be under an obligation t8 consult with any such attorneys, accountants, advisors, or agents, and their determination not to dso shall not result in the imposition of liability on the PFI Trustee or the BOV, as applicable, unles9 such determination is based on willful misconduct, gross negligence, or fraud. Except with regard tgross negligence, fraud or willful misconduct by the PFI Trustee or the BOV, Persons dealing wit10 the PFI Trustee and the BOV shall look only to the PFI Trust Assets to satisfy any liability incurreby the PFI Trustee or the BOV to such Person in carrying out the terms of the Plan or the PFI Tru11 Agreement, and the PFI Trustee and the BOV shall have no personal obligation to satisfy sucliability. 12 4.3.7 Indemnification. The PFI Trust shall indemnify the PFI Trust Indemnified Parties f13 and shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penaltclaim, demand, settlement, cost, or expense (including the reasonable fees and expenses of thei14 respective professionals) incurred without gross negligence or willful misconduct on the part of thPFI Trust Indemnified Parties (which gross negligence or willful misconduct, if any, must b15 determined by a final, non-appealable order of a court of competent jurisdiction) for any action takesuffered, or omitted to be taken by the PFI Trust Indemnified Parties in connection with th16 acceptance, administration, exercise, and performance of their duties under the Plan or the PFI TruAgreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, an17 not inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willfmisconduct. In addition, the PFI Trust shall, to the fullest extent permitted by law, indemnify, defen18 and hold harmless the PFI Trust Indemnified Parties, from and against and with respect to any anall liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of o19 due to their actions or omissions, or consequences of such actions or omissions, with respect to thPFI Trust or the implementation or administration of the Plan if the PFI Trust Indemnified Part20 acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best intereof the PFI Trust. To the extent the PFI Trust indemnifies, defends, and holds harmless any PFI Tru21 Indemnified Parties as provided above, the legal fees and related costs incurred by counsel to the PTrustee in monitoring or participating in the defense of such claims giving rise to the right 22 indemnification shall be paid as PFI Trust Expenses. The costs and expenses incurred in enforcinthe right of indemnification in this Section shall be paid by the PFI Trust. 23 4.3.8 Insurance. The PFI Trustee shall be authorized, but not required, to obtain an24 insurance coverages deemed to be reasonably necessary, at the PFI Trust’s sole expense, for itseland its agents, and the BOV, including coverage with respect to the liabilities, duties, and obligation25 of the PFI Trustee and the BOV, which insurance coverage may, at the sole discretion of the PTrustee, be extended for a reasonable period after the termination of the PFI Trust. 26 4.3.9 Tax Reporting. 27 (a) The PFI Trustee shall timely file tax returns for the PFI Trust treating the PFI Trust a28

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1 a grantor trust pursuant to Treasury Regulation section 1.671-4(a). 2 (b) The PFI Trust shall be responsible for timely payment of all taxes (if any) imposed oand payable by the PFI Trust, the OpCo, or any PFI Trust Assets. 3 (c) The PFI Trust shall distribute such tax-related notices, beneficiary statements, an4 information returns, as applicable, to the applicable Holders of Allowed Claims as are required bapplicable law or that the PFI Trustee determines are otherwise necessary or desirable. 5 (d) The PFI Trust is authorized to file a request for expedited determination unde6 Bankruptcy Code section 505(b) for any tax returns filed with respect to the Debtors. 7 4.3.10 Distributions to PFI Trust Beneficiaries. 8 (a) After the payment of or reserve for all senior claims (including, without limitatioAdministrative Claims, Non-Investor First Priority Lender Claims, Involuntary Gap Claims, Priorit9 Tax Claims, and Priority Claims) in accordance with the Plan and the PFI Trust Agreement, the PTrust will make Distributions of Available Cash from the Distribution Fund to the PFI Tru10 Beneficiaries pursuant to the following sequence and related provisions (the “PFI Trust InterestWaterfall”): 11 (i) The PFI Trust shall distribute Available Cash to each Holder of Class A P12 Trust Interests on a Pro Rata basis (based on such Holder’s number of Class A PFI Trust Interestsuntil all Allowed Investor Restitution Claims and Allowed Other Unsecured Claims have been pai13 in full (without post-petition or post-Confirmation interest); 14 (ii) Thereafter, the PFI Trust shall distribute Available Cash to each Holder oClass B PFI Trust Interests on a Pro Rata basis (based on such Holder’s number of Class B PFI Tru15 Interests) until all Allowed Investor Subordinated Claims have been paid in full (without pospetition or post-Confirmation interest); 16 (iii) The net proceeds of any PFI Trust Actions recovered by the PFI Trust (“N17 PFI Trust Action Proceeds”) will be shared equally among all Investors and Holders of OthUnsecured Claims, first on account of Class A PFI Interests, until all Allowed Investor Restitutio18 Claims and Allowed Unsecured Claims have been paid in full (without post-petition or posConfirmation interest) (also taking into account payments made pursuant to subsection (1) above19 and second on account of Class B PFI Interests, until all Allowed Investor Subordinated Claims havbeen paid in full (without post-petition or post-Confirmation interest) (also taking into accou20 payments made pursuant to subsection (2) above). 21 (b) The PFI Trust, in the PFI Trustee’s discretion, may make periodic Distributions to thPFI Trust Beneficiaries at any time following the Effective Date, provided that such Distribution22 are otherwise permitted under, and not inconsistent with, the PFI Trust Interests Waterfall, the othterms of the Plan, the PFI Trust Agreement, and applicable law. 23 (c) No later than (i) the first Business Day that is at least 180 calendar days after th24 Effective Date and (ii) the last Business Day of each subsequent 180-calendar-day period after thEffective Date until the Closing Date, the PFI Trustee shall calculate the Distributions that coul25 potentially be made to the PFI Trust Beneficiaries based on the amount of then-available AvailablCash and, based on such calculation, promptly thereafter may make Distributions, if any, of th26 amount so determined. 27 4.3.11 Cash Investments. Except as may be otherwise provided in the PFI Trust Agreemethe PFI Trustee may invest Cash of the PFI Trust, including any earnings thereon or proceed28

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1 therefrom, any Cash realized from the monetization of the PFI Trust Assets, or any Cash that iremitted to the PFI Trust from the OpCo, which investments, for the avoidance of doubt, will not b2 required to comply with Bankruptcy Code section 345(b); provided, however, that such investmentmust be investments that are permitted to be made by a “liquidating trust” within the meaning o3 Treasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guidelinerulings, or other controlling authorities, except as may be otherwise provided in the PFI Tru4 Agreement. 5 4.3.12 Exemption. To the extent the PFI Trust Interests are deemed to be “securities,” thissuance of such interests under the Plan are exempt, pursuant to Bankruptcy Code section 1146 from registration under the Securities Act and any applicable state and local laws requirinregistration of securities. 7 4.3.13 Contribution of Contributed Claims. On the Effective Date, all Contributed Claim8 will be irrevocably contributed to the PFI Trust and shall thereafter be deemed included in the PTrust Actions for all purposes. No Person may rely on the absence of a specific reference in the Pla9 the Confirmation Order, the PFI Trust Agreement, or the Disclosure Statement to any ContributeClaims against such Person as any indication that the PFI Trust will not pursue any and all availabl10 Contributed Claims against such Person. The objection to the Allowance of any Claims will not iany way limit the ability or the right of the PFI Trust to assert, commence, or prosecute an11 Contributed Claims. Nothing contained in the Plan, the Confirmation Order, the PFI TruAgreement, or the Disclosure Statement will be deemed to be a waiver, release, or relinquishment o12 any Contributed Claims that the Contributing Claimants had immediately prior to the Effective DatThe PFI Trust shall have, retain, reserve, and be entitled to assert all Contributed Claims fully as i13 the Contributed Claims had not been contributed to the PFI Trust in accordance with the Plan anthe PFI Trust Agreement. For the avoidance of doubt, (a) the Contributed Claims shall not includ14 the rights of any of the Contributing Claimants to receive the Distributions, if any, to which they arentitled under the Plan; (b) a Contributed Claim shall not include a Cause of Action that could not b15 successfully maintained by a hypothetical Investor who invested in PISF straight notes at the samtime(s) the actual Investor made his or her investments, after receiving the same information whic16 the Debtors or their agents had provided the actual Investor; (c) claims based upon loss of liens olien priority, and claims by an Investor against their own professionals, investment advisers, o17 investment managers related to their decision to invest in PFI or PISF are not Contributed Claims; (the Contributed Claims shall not include any Causes of Action against any of the Released Partie18 and (e) in the exercise of its reasonable discretion and in accordance with the PFI Trust Agreementhe PFI Trust shall not be obligated to pursue all or any given Contributed Claims. 19 4.3.14 Pursuit and Resolution of PFI Trust Actions. The PFI Trust, as a successor i20 interest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusivright, power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimant21 subject to the PFI Trust Agreement, to institute, commence, file, pursue, prosecute, enforce, abandosettle, compromise, release, waive, dismiss, or withdraw any and all PFI Trust Actions without an22 further order of the Bankruptcy Court, except as otherwise provided in the PFI Trust AgreemenFrom and after the Effective Date, the PFI Trust, in accordance with Bankruptcy Code sectio23 1123(b)(3), shall serve as a representative of the Estates with respect to any and all PFI TruActions that were Estate Assets and shall retain and possess the right to institute, commence, fil24 pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, aappropriate, any and all PFI Trust Actions in any court or other tribunal. 25 4.3.15 Termination of the PFI Trust. The PFI Trustee, the PFI Trust and the OpCo shall b26 discharged or terminated, as the case may be, at such time as: (a) the PFI Trustee determines that thpursuit of additional PFI Trust Actions is not likely to yield sufficient additional proceeds to justif27 further pursuit of such PFI Trust Actions; (b) the PFI Trustee determines that the continueoperation of the OpCo is not likely to yield sufficient additional proceeds to justify further operatio28

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1 of the OpCo or the OpCo Assets; and (c) all Distributions required to be made by the PFI Trust tthe Holders of Allowed Claims and to the PFI Trust Beneficiaries under the Plan and the PFI Tru2 Agreement have been made, but in no event shall the PFI Trust be terminated later than five (years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-mont3 period before such fifth anniversary (and, in the event of further extension, by order of thBankruptcy Court, upon motion made at least six (6) months before the end of the precedin4 extension), determines that a fixed period extension (subject to the terms of the PFI Trust Agreemeis necessary to facilitate or complete the recovery on, and monetization of, the PFI Trust Assets an5 the OpCo Assets. Upon termination of the PFI Trust, any remaining PFI Trust Assets and OpCAssets that exceed the amounts required to be paid under the Plan may be transferred by the P6 Trustee to a non-profit organization of his, her or its choosing. 7 4.3.16 Control Provision. To the extent there is any inconsistency between the Plan as relates to the PFI Trust and the PFI Trust Agreement, the specific provisions in the PFI Tru8 Agreement shall control. 9 4.4 ALTERNATIVE RESTRUCTURING TRANSACTIONS. Notwithstanding any othprovision of the Plan, but subject to Section 2.2, in the event that the Debtors file an Alternativ10 Restructuring Transactions Memorandum, on and after the Effective Date, the PFI Trust shall bauthorized to consummate the Alternative Restructuring Transactions and take all actions t11 effectuate the Alternative Restructuring Transactions consistent with the Alternative RestructurinTransactions Memorandum. 12 4.5 PRESERVATION OF PRIVILEGES AND DEFENSES. The actions taken by th13 Debtors, the PFI Trust, the OpCo, or any of their respective Related Parties in connection with thPlan shall not be (or be deemed to be) a waiver of any privilege or defense of the Debtors, the P14 Trust, or the OpCo, as applicable, including any attorney-client privilege or work-product doctrinNotwithstanding any Debtors providing any privileged information related to any PFI Trust Action15 to the PFI Trustee, the PFI Trust, the OpCo, or any Person associated with any of the foregoing, sucprivileged information shall be without waiver in recognition of the joint, common, or successo16 interest in prosecuting the PFI Trust Actions and shall remain privileged. The PFI Trust shall retaithe right to waive its own privileges. Only the PFI Trustee shall have the right to waive the attorne17 client privilege, work-product doctrine, or other protections as to the Debtors, the OpCo, and the PFTrust . 18 4.6 PRESERVATION OF RIGHTS OF ACTION. 19 4.6.1 Maintenance of Avoidance Actions and Causes of Action. Except as otherwis20 provided in the Plan or the Confirmation Order (including in the Investor Claims Special Provisionsfrom and after the Effective Date, the PFI Trust will retain all rights to institute, commence, fil21 pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, aappropriate, any and all of the Debtors’ or Estates’ Causes of Action and Causes of Action that ar22 Contributed Claims (whether existing as of the Petition Date or thereafter arising), and all AvoidancActions, all as PFI Trust Actions, in each case in any court or other tribunal, including in a23 adversary proceeding Filed in the Chapter 11 Cases, subject to the requirements set forth in the Plaand the PFI Trust Agreement. The PFI Trust shall have the exclusive right, power, and interest o24 behalf of itself, the Debtors, the Estates, and the Contributing Claimants to, enforce, sue on, settlcompromise, transfer, or assign (or decline to do any of the foregoing) any or all of the PFI Tru25 Actions without notice to or approval from the Bankruptcy Court, subject to the PFI TruAgreement. In accordance with the Plan, without any further notice to or action, order, or approv26 of the Bankruptcy Court, from and after the Effective Date, the PFI Trust may compromise and settlPFI Trust Actions, subject to the PFI Trust Agreement. It is anticipated that the PFI Trust wi27 pursue PFI Trust Actions primarily under alternate fee arrangements and not a typical hourly festructure, employing the services of professionals selected by (i) the Debtors, in consultation wit28

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1 the Committees, prior to the Effective Date or (ii) the PFI Trustee, as provided in the PFI TruAgreement, on and after the Effective Date. 2 4.6.2 Preservation of All PFI Trust Actions Not Expressly Settled or Released. Th3 failure to specifically identify in the Disclosure Statement (including the exhibits and schedulethereto) or the Plan any potential or existing Avoidance Actions or Causes of Action as a PFI Tru4 Action is not intended to and shall not limit the rights of the PFI Trust to pursue any such AvoidancActions or Causes of Action. Unless a PFI Trust Action is expressly waived, relinquished, release5 compromised, or settled in the Plan or any Final Order (including the Confirmation Order), thDebtors expressly reserve such PFI Trust Action for later resolution by the PFI Trust (including an6 Avoidance Actions or Causes of Action not specifically identified or of which the Debtors mapresently be unaware or that may arise or exist by reason of additional facts or circumstance7 unknown to the Debtors at this time or facts or circumstances that may change or be different frothose the Debtors now believe to exist). As such, no preclusion doctrine, including the doctrines o8 res judicata, collateral estoppel, issue preclusion, claim preclusion, waiver, estoppel (judiciaequitable, or otherwise), or laches will apply to any such Avoidance Actions or Causes of Actio9 upon or after Confirmation of the Plan based on the Disclosure Statement, the Plan, or thConfirmation Order, except when such Avoidance Actions or Causes of Action have been expressl10 released. In addition, the right to pursue or adopt any claims alleged in any lawsuit in which anDebtor, the PFI Trust, or the OpCo is a plaintiff, defendant, or an interested party is fully reserved a11 against any Person that is not a Released Party, including the plaintiffs or co-defendants in suclawsuits. 12 4.7 CANCELLATION OF INSTRUMENTS. Except as otherwise provided in the Pla13 including Section 2.2, and except with respect to any executory contracts and unexpired leases thare assumed and assigned pursuant to a Final Order, any agreement, bond, certificate, contrac14 indenture, lease, note, security, warrant, or other instrument or document evidencing or creating anindebtedness or obligation of the Debtors shall be deemed cancelled on the Effective Date, and a15 Liens, mortgages, pledges, grants, trusts, and other interests relating thereto shall be automaticallcancelled, and all obligations of the Debtors thereunder or in any way related thereto shall b16 discharged. 17 4.8 SUBSTANTIVE CONSOLIDATION INCLUDING OF PROFESSIONAL INVESTORS 28, LLC AND PFI GLENWOOD LLC 18 4.8.1 On the Effective Date, PFI, PISF, the LLC/LP Debtors, Professional Investors 219 LLC, and PFI Glenwood LLC (collectively, the “Consolidated Estates”) shall be substantivelconsolidated pursuant to sections 105(a), 541, 1123, and 1129 of the Bankruptcy Code. As a resu20 of the substantive consolidation, on the Effective Date, all property, rights and claims of thConsolidated Estates and all Claims against the Consolidated Estates shall be deemed to be poole21 for purposes of distributions under the Plan and, in the PFI Trustee’s discretion, other purposeFurther, as a result of this substantive consolidation, all claims between and among the Consolidate22 Estates shall be cancelled, subject to any Alternative Restructuring Transactions. Holders of AlloweClaims shall be entitled to only one satisfaction on account of such Claims, and any contingent o23 otherwise duplicative Claims against one or more of the Consolidated Estates based upon claims fowhich one or more of the Consolidated Estates are also liable shall be disallowed. 24 4.8.2 Entry of the Confirmation Order shall constitute the approval, pursuant to Bankruptc25 Code sections 105(a), 541, 1123, and 1129, of the substantive consolidation of all of the Debtor(including the Plan-Consolidated Debtors) and in the manner set forth in this Section; provide26 however, that (i) while all Debtors shall be substantively consolidated for purposes of distribution tcreditors, such that all Investors shall have claims against a single pool of the Debtors’ consolidate27 assets, the actual substantive consolidation of entities, particularly for tax purposes, shall be at thoption of the Debtors or the PFI Trust, and subject to any Alternative Restructuring Transaction28

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1 and (ii) any and all TIC Interests in the Real Properties that are held by any Debtor shall not bsubstantively consolidated. Notwithstanding the substantive consolidation to be implemented unde2 the Plan, however, fees payable pursuant to 28 U.S.C. § 1930 shall be due and payable by eacindividual Debtor through the Effective Date. 3 4.8.3 The substantive consolidation effected pursuant to the Plan shall not affect, witho4 limitation, (i) the Debtors’, the OpCo’s, or the PFI Trust’s defenses to any Claim, Avoidance Actioor other Cause of Action, including the ability to assert any counterclaim; (ii) the Debtors’, th5 OpCo’s, or the PFI Trust’s setoff or recoupment rights; (iii) requirements for any third party testablish mutuality prior to substantive consolidation in order to assert a right of setoff against th6 Debtors, the OpCo, or the PFI Trust; (iv) distributions to the Debtors, the Estates, the OpCo, or thPFI Trust out of any insurance policies or proceeds of such policies or (v) the rights of Holders 7 Class 1 Claims as provided in Section 2.2. 8 4.8.4 Any Intercompany Claims that could be asserted by one Debtor against anotheDebtor (including any Plan-Consolidated Debtors) will be extinguished immediately before th9 Effective Date with no separate recovery on account of any such Claims and any IntercompanLiens that could be asserted by one Debtor regarding any Estate Assets owned by another Debto10 will be deemed released and discharged on the Effective Date; provided, however, that solely witrespect to any Secured Claim of a non-Debtor Person or Entity as to which the associated Lie11 would be junior to any Intercompany Lien, the otherwise released Intercompany Claim anassociated Intercompany Lien will be preserved for the benefit of, and may be asserted by, the PF12 Trust as to any Collateral that is Cash and, otherwise, the OpCo so as to retain the relative prioritand seniority of such Intercompany Claim and associated Intercompany Lien; and provide13 however, and for the avoidance of doubt, this subsection 4.8.4 shall not affect the rights of anHolder of a Class 1 Claim whose cash collateral was used in an “Intercompany Transaction14 authorized in the several Cash Management Orders, e.g., Docket 354, issued in these Chapter 1Cases. 15 4.8.5 The Disclosure Statement and the Plan shall be deemed to be a motion requesting th16 the Bankruptcy Court approve the substantive consolidation contemplated by the Plan. Unless aobjection to the proposed substantive consolidation is made in writing by any Creditor purportedl17 affected by such substantive consolidation on or before the deadline to object to Confirmation of thPlan, or such other date as may be fixed by the Bankruptcy Court, the substantive consolidatio18 contemplated by the Plan may be approved by the Bankruptcy Court at the Confirmation Hearing. Ithe event any such objections are timely filed, a hearing with respect thereto shall be scheduled b19 the Bankruptcy Court, which hearing may, but need not, be the Confirmation Hearing. 20 EXECUTORY CONTRACTS AND UNEXPIRED LEASES 21 5.1 ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRE22 LEASES. 23 5.1.1 Assumption of Agreements. 24 Subject to the Alternative Restructuring Transactions (if applicable), on the Effective Datthe Debtors shall assume all executory contracts and unexpired leases that are listed on the Schedul25 of Assumed Agreements, and shall assign such contracts and leases to the PFI Trust or the OpCo, aappropriate. The Confirmation Order will constitute a Bankruptcy Court order approving th26 assumption and assignment or rejection, as applicable, of executory contracts and unexpired leaseconsistent with the foregoing. 27 28

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1 The Debtors reserve the right to amend the Schedule of Assumed Agreements at any timprior to the Effective Date, in the Debtors’ reasonable discretion after consultation with each of th2 Committees, (i) to delete any executory contract or unexpired lease and provide for its rejectiounder the Plan or otherwise, or (ii) to add any executory contract or unexpired lease and provide fo3 its assumption and assignment under the Plan. The Debtors will provide notice of any amendment tthe Schedule of Assumed Agreements to the party or parties to those agreements affected by th4 amendment. 5 Unless otherwise specified on the Schedule of Assumed Agreements, each executory contraand unexpired lease listed or to be listed therein shall include any and all modifications, amendment6 supplements, restatements, or other agreements made directly or indirectly by any agreemeninstrument, or other document that in any manner affects such executory contract or unexpired leas7 without regard to whether such agreement, instrument, or other document is also listed on thSchedule of Assumed Agreements. 8 5.1.2 Cure Payments. 9 Any amount that must be paid under Bankruptcy Code section 365(b)(1) to cure a defau10 under and compensate the non-debtor party to an executory contract or unexpired lease to bassumed under the Plan is identified as the “Cure Payment” on the Schedule of Assume11 Agreements. Unless the parties mutually agree to a different date, such payment shall be made iCash within thirty (30) days following the later of: (i) the Effective Date and (ii) entry of a Fin12 Order resolving any disputes regarding (A) the amount of any Cure Payment, (B) the ability of thDebtors or their successors under the Plan to provide “adequate assurance of future performance13 within the meaning of Bankruptcy Code section 365 with respect to a contract or lease to be assumeto the extent required, or (C) any other matter pertaining to assumption and assignment. 14 Pending the Bankruptcy Court’s ruling on any such dispute, the executory contract 15 unexpired lease at issue shall be deemed assumed by the Debtors, unless otherwise agreed by thparties or ordered by the Bankruptcy Court. 16 5.1.3 Objections to Assumption/Cure Payment Amounts. 17 Any Person that is a party to an executory contract or unexpired lease that will be assume18 and/or assigned under the Plan and that objects to such assumption or assignment (including thproposed Cure Payment) must File with the Bankruptcy Court and serve on parties entitled to notic19 a written statement and, if applicable, a supporting declaration stating the basis for its objection. Thistatement and, if applicable, declaration must be Filed and served on or before the deadlin20 established by the Solicitation Procedures Order. Any Person that fails to timely File and serve suca statement and, if applicable, a declaration shall be deemed to waive any and all objections to th21 proposed assumption and assignment (including the proposed Cure Payment) of its contract or lease22 In the absence of a timely objection by a Person that is a party to an executory contract ounexpired lease, the Confirmation Order shall constitute a conclusive determination regarding th23 amount of any cure and compensation due under the applicable executory contract or unexpirelease, as well as a conclusive finding that adequate assurance of future performance with respect t24 such executory contract or unexpired lease has been demonstrated, to the extent required. 25 5.1.4 Resolution of Claims Relating to Assumed Contracts and Leases. Payment of thCure Payment established under the Plan, by the Confirmation Order, or by any other order of th26 Bankruptcy Court, with respect to an assumed and/or assigned executory contract or unexpired leasshall be deemed to satisfy, in full, any prepetition or postpetition arrearage or other Claim (includin27 any Claim asserted in a Filed proof of claim or listed on the Schedules) with respect to such contraor lease (irrespective of whether the Cure Payment is less than the amount set forth in such proof o28

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1 claim or the Schedules). Upon the tendering of the Cure Payment, any such Filed or ScheduleClaim shall be disallowed with prejudice, without further order of the Bankruptcy Court or action b2 any Person. 3 5.2 REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 4 5.2.1 Rejected Agreements. On the Effective Date all executory contracts and unexpireleases of the Debtors shall be rejected except for (i) executory contracts and unexpired leases th5 have been previously assumed or rejected by the Debtors, (ii) all executory contracts and unexpireleases specified as to be assumed in Section 5.1.1 above (including all contracts and leases set fort6 in the Schedule of Assumed Agreements, as may be amended), and (iii) any agreement, obligatiosecurity interest, transaction, or similar undertaking that the Debtors believe is not executory or 7 lease, but that is later determined by the Bankruptcy Court to be an executory contract or unexpirelease that is subject to assumption or rejection under Bankruptcy Code section 365. For th8 avoidance of doubt, executory contracts and unexpired leases that have been previously assumed oassumed and assigned pursuant to an order of the Bankruptcy Court shall not be affected by the Pla9 The Confirmation Order will constitute a Bankruptcy Court order approving the rejection, on thEffective Date, of the executory contracts and unexpired leases to be rejected under the Plan. 10 5.2.2 Rejection Claims Bar Date. Any Rejection Claim or other Claim for damage11 arising from the rejection under the Plan of an executory contract or unexpired lease must be Fileand served no later than the Rejection Claims Bar Date. Any such Rejection Claims that are n12 timely Filed and served will be forever disallowed, barred, and unenforceable, and Persons holdinsuch Claims will not receive and be barred from receiving any Distributions on account of suc13 untimely Claims. If one or more Rejection Claims are timely Filed pursuant to the Plan, the PTrust may object to any Rejection Claim on or prior to the Claim Objection Deadline. For th14 avoidance of doubt, the Rejection Claims Bar Date established by the Plan does not alter anrejection claims bar date established by a prior order of the Bankruptcy Court with respect to an15 executory contract or unexpired leases that was previously rejected in these Chapter 11 Cases. 16 PROVISIONS GOVERNING DISTRIBUTIONS 17 6.1 DISTRIBUTIONS TO SENIOR CLAIMS; SENIOR CLAIMS RESERVE. On or a18 soon as reasonably practicable after the Effective Date, the PFI Trustee, after consultation with thDebtors and the Committees, will establish the Senior Claims Reserve out of Available Cash, an19 the Distribution Agent shall make Distributions out of the Senior Claims Reserve to Holders of, aapplicable, Allowed Administrative Claims (other than Professional Fee Claims), Involuntary Ga20 Claims, Priority Tax Claims, Non-Investor First Priority Lender Claims, Non-Investor Other SecureClaims, and Priority Claims in accordance with the Plan, provided that upon the sale or refinancin21 of any Collateral subject to a Lien of a Holder of a Class 1 Claim, such Claim shall be paid from thescrow or treated as otherwise provided in subsection 2.2.2. After the payment of all such Claims i22 accordance with the Plan and the payment of all related reasonable costs and expenses of the PFTrustee and the Distribution Agent (including fees and costs to litigate and otherwise resolv23 Contingent Claims, Disputed Claims or Unliquidated Claims, and administer and makDistributions), any remaining Cash in the Senior Claims Reserve will be promptly remitted to th24 PFI Trust to be used for any purposes subject to the Plan and the PFI Trust Agreement. The PTrustee or its designee shall not be required to give any bond or surety or other security for th25 performance of any duties as the Distribution Agent. 26 6.2 TIMING OF DISTRIBUTIONS FOR ALLOWED CLAIMS. Except as otherwisprovided herein or as ordered by the Bankruptcy Court, all Distributions to Holders of Allowe27 Claims as of the applicable Distribution Date shall be made on or as soon as practicable after thapplicable Distribution Date; provided, however, that the PFI Trustee, in its discretion, may def28

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1 Distributions to a given Holder of PFI Trust Interests (other than the final Distribution) if the amouavailable for Distribution to such Holder is not at least $100. Notwithstanding anything else to th2 contrary in this Plan, and as provided in section 502(d) of the Bankruptcy Code, the PFI Trustee inot required to make any Distributions to Holders of Allowed Claims, and no such Claims shall b3 deemed Allowed, unless and until such Holder has paid the Net Prepetition Investor Recovery, osuch portion thereof as agreed to as a compromise and settlement, to the PFI Trust or until any P4 Trust Action seeking recovery of the Net Prepetition Investor Recovery is disallowed in its entiretby a Final Order. Distributions on account of Claims that first become Allowed Claims after th5 applicable Distribution Date shall be made pursuant to Section 7.4 of the Plan and on the daselected by the PFI Trustee. Distributions made as soon as reasonably practicable after the Effectiv6 Date or such other date set forth herein shall be deemed to have been made on such date. 7 6.3 CALCULATING DISTRIBUTIONS AND RELATED MATTERS. The PFI Trust shaundertake in its reasonable discretion to make in accordance with the Plan all calculations o8 Available Cash, Investor Claims, and of other amounts for or relating to Distributions for Holders oAllowed Claims to be made from the PFI Trust or for reserves for Holders of Contingent Claim9 Disputed Claims, and Unliquidated Claims to be established by the PFI Trust, and may establish anholdback from Distributions reasonable reserves for other contingencies. When calculatin10 Distributions (and amounts to hold in Distribution Reserves) with respect to Investor Claims, thOutstanding Principal Amounts and Prepetition Distributions to be utilized by the PFI Trust shall b11 as set forth in the Schedule of Allowed Netted Claims or as determined pursuant to the followinsection. 12 6.4 APPLICATION OF THE SCHEDULE OF ALLOWED NETTED CLAIMS. For an13 Investor that is not a Disputing Claimant, all Distributions and reserves shall be made or establishebased on the applicable amounts in the Schedule of Allowed Netted Claims. For any Investor that i14 a Disputing Claimant, in connection with a calculation by the PFI Trust for a Distribution or testablish reserves, unless otherwise provided in a Bankruptcy Court order, all calculations wit15 respect to Claims asserted by such Disputing Claimant shall be made based on the aggregate claiamounts asserted by the Disputing Claimant in the objection made by such Disputing Claimant t16 the amount listed in the Schedule of Allowed Netted Claims for such Disputing Claimant or, fUnliquidated Claims, as estimated in the reasonable discretion of the PFI Trust, and all such P17 Trust Interests and Cash shall be held in a Distribution Reserve unless and until (i) the PFI Trust anthe particular Disputing Claimant agree regarding the Outstanding Principal Amounts an18 Prepetition Distributions to utilize or (ii) a Final Order establishes such Outstanding PrincipAmounts and Prepetition Distributions, including, if applicable, after taking into account any P19 Trust Actions that the PFI Trust may pursue against the particular Disputing Claimant (as to whicall rights of the PFI Trust are reserved unless otherwise provided in the Plan). 20 6.5 INTEREST AND OTHER AMOUNTS REGARDING CLAIMS. Except to the exte21 provided (i) in Bankruptcy Code section 506(b) and Allowed by a Final Order or otherwise agree(ii) in the Plan, or (iii) in the Confirmation Order, postpetition interest shall not accrue or be paid o22 any Claims, and no Holder of an Allowed Claim shall be entitled to interest, penalties, fees, or latcharges accruing or chargeable on any Claim from and after the Petition Date. 23 6.6 MEANS OF CASH PAYMENT. Cash payments under the Plan shall be made, at the optio24 and in the sole discretion of the PFI Trustee, by (i) checks drawn on or (ii) wire transfer, electronifunds transfer, or ACH from a domestic bank. Cash payments to foreign Creditors may be made, 25 the option and in the sole discretion of the PFI Trustee by such means as are necessary or customarin a particular foreign jurisdiction. Cash payments made pursuant to the Plan in the form of check26 shall be null and void if not cashed within 180 calendar days of the date of the issuance thereoRequests for reissuance of any check within 180 calendar days of the date of the issuance thereo27 shall be made directly to the PFI Trustee. 28

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1 6.7 FORM OF CURRENCY FOR DISTRIBUTIONS. All Distributions under the Plan shabe made in U.S. Dollars. Where a Claim has been denominated in foreign currency on a proof o2 claim, the Allowed amount of such Claim shall be calculated in U.S. Dollars based upon thcurrency conversion rate in place as of the Petition Date and in accordance with Bankruptcy Cod3 section 502(b). 4 6.8 FRACTIONAL DISTRIBUTIONS. Notwithstanding anything in the Plan to the contrarno payment of fractional cents shall be made pursuant to the Plan. Whenever any payment of 5 fraction of a cent under the Plan would otherwise be required, the actual Distribution made shareflect a rounding of such fraction to the nearest whole penny (up or down), with half cents or mor6 being rounded up and fractions less than half of a cent being rounded down. 7 6.9 NO DISTRIBUTIONS WITH RESPECT TO CERTAIN CLAIMS. Notwithstandinanything in the Plan to the contrary with the exception of Section 2.2, no Distributions or oth8 consideration of any kind shall be made on account of any Contingent Claim, Disputed Claim, oUnliquidated Claim unless and until such Claim becomes an Allowed Claim, and then only to th9 extent that such Claim becomes an Allowed Claim and as provided under the Plan for such AlloweClaim. Nonetheless, in undertaking the calculations concerning Allowed Claims under the Pla10 including the determination of Distributions due to the Holders of Allowed Claims, each ContingeClaim, Disputed Claim, or Unliquidated Claim shall be treated as if it were an Allowed Clai11 including rights conferred by Bankruptcy Code section 506(b) which shall be continue to apply untDistribution to the Holders of Class 1 Claims (which, for Unliquidated Claims, shall mean they sha12 be treated as if Allowed in such amounts as determined in the reasonable discretion of the PTrust), except that if the Bankruptcy Court estimates the likely portion of such a Claim to b13 Allowed or authorized or the Bankruptcy Court or the Holder of such Claim and the PFI Trusteotherwise determine the amount or number that would constitute a sufficient reserve for such 14 Claim, such amount or number as determined by the Bankruptcy Court or by agreement of thHolder of such Claim and the PFI Trustee shall be used with respect to such Claim. Distributions du15 in respect of a Contingent Claim, Disputed Claim, or Unliquidated Claim shall be held in reserve bthe PFI Trust in one or more Distribution Reserves. The PFI Trust will elect to treat any Distributio16 Reserve as a “Disputed Ownership Fund,” pursuant to Treasury Regulation section 1.468B9(c)(2)(ii). As outlined in this election, Creditors holding such Claims are not treated as transferor17 of the money or property transferred to the “Disputed Ownership Fund.” For federal income tapurposes, a “Disputed Ownership Fund” is treated as the owner of all assets that it holds. 18 “Disputed Ownership Fund” is treated as a C corporation for purposes of the Internal Revenue CodA “Disputed Ownership Fund” must file all required income and information tax returns and mak19 all tax payments from such fund. 20 6.10 DELIVERY OF DISTRIBUTIONS. Distributions in respect of PFI Trust Interests shall bmade to Holders of PFI Trust Interests as of the record date set for such Distribution. Distributions t21 Holders of PFI Trust Interests or Allowed Claims that have not been converted to PFI Trust Interestshall be made (a) at the addresses set forth in the proofs of claim Filed by such Holders, (b) at th22 addresses reflected in the Schedules if no proof of claim has been Filed, or (c) at the addresses sforth in any written notices of address changes delivered to the Claims Agent or the PFI Trustee. 23 any Holder’s Distribution is returned as undeliverable, no further Distributions to such Holder shabe made unless and until the PFI Trustee is notified of such Holder’s then-current address. Th24 responsibility to provide the Claims Agent or the PFI Trustee with a current address of a Holder oPFI Trust Interests or Claims shall always be the responsibility of such Holder. Amounts in respe25 of undeliverable Distributions made by the PFI Trustee shall be held in trust on behalf of the Holdeof the PFI Trust Interest or Claim to which they are payable by the PFI Trustee until the earlier of th26 date that such undeliverable Distributions are claimed by such Holder and 180 calendar days aftethe date the undeliverable Distributions were made. 27 6.11 APPLICATION OF DISTRIBUTION RECORD DATE & OTHER TRANSFE28

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1 RESTRICTIONS. At the close of business on the Distribution Record Date, the claims registerfor all Claims shall be closed, and there shall be no further changes in the record holders of an2 Claims. Except as provided herein, the PFI Trust and its Related Parties shall have no obligation trecognize any putative transfer of Claims occurring after the Distribution Record Date and shall b3 entitled instead to recognize and deal for all purposes hereunder with only those record holderstated on the claims registers as of the close of business on the Distribution Record Date irrespectiv4 of the number of Distributions to be made under the Plan to such Persons or the date of sucDistributions. Nothing in this Section 6.11 is intended to or will impair or limit (i) the transferabilit5 of any PFI Trust Interests once such PFI Trust Interests have been Distributed to the record holderof Allowed Investor Claims and Allowed Other Unsecured Claims or (ii) the right of Holders at th6 record dates established from time to time regarding PFI Trust Interests to receive all Distributionin respect of such PFI Trust Interests when any Distributions are made. 7 6.12 WITHHOLDING, PAYMENT, AND REPORTING REQUIREMENTS REGARDIN8 DISTRIBUTIONS. All Distributions under the Plan shall, to the extent applicable, comply with atax withholding, payment, and reporting requirements imposed by any federal, state, provincia9 local, or foreign taxing authority, and all Distributions shall be subject to any such withholdinpayment, and reporting requirements. The PFI Trust shall be authorized to take any and all action10 that may be necessary or appropriate to comply with such withholding, payment, and reportinrequirements, including, to the extent such information is not already available to the PFI Trus11 requiring each Holder of a PFI Trust Interest or Claim to provide an executed current Form W-Form W-8, or similar tax form as a prerequisite to receiving a Distribution. Notwithstanding an12 other provision of the Plan, (a) each Holder of a PFI Trust Interest or an Allowed Claim that is treceive a Distribution pursuant to the Plan shall have sole and exclusive responsibility for th13 satisfaction and payment of any tax obligations imposed by any governmental unit, includinincome, withholding, and other tax obligations, on account of such Distribution, and including, i14 the case of any Holder of a Disputed Claim that has become an Allowed Claim, any tax obligatiothat would be imposed on the PFI Trust in connection with such Distribution; and (b) no Distributio15 shall be made to or on behalf of such Holder pursuant to the Plan unless and until such Holder hamade arrangements reasonably satisfactory to the PFI Trust for the payment and satisfaction of suc16 withholding tax obligations or such tax obligation that would be imposed in connection with sucDistribution. 17 6.13 DEFENSES AND SETOFFS. On and after the Effective Date, the PFI Trust shall have a18 of the Debtors’ and the Estates’ rights under Bankruptcy Code section 558. Nothing under the Plaexcept as provided in Section 2.2, shall affect the rights and defenses of the Debtors, the Estates, 19 the PFI Trust in respect of any Claim, including all rights in respect of legal and equitablobjections, defenses, setoffs, or recoupment against such Claims. Accordingly, the PFI Trust ma20 but shall not be required to, set off against any Claim or any Allowed Claim, and the payments oother Distributions to be made pursuant to the Plan in respect of such Claim, claims of any natur21 whatsoever that the Debtors, the Estates, or the PFI Trust, as applicable, may have against the Holdeof such Claim; provided, however, that neither the failure to do so nor the allowance of any Clai22 hereunder shall constitute a waiver or release of any such claim or rights that may exist against sucHolder. 23 6.14 ALLOCATION OF DISTRIBUTIONS. All Distributions received under the Plan b24 Holders of PFI Trust Interests and Claims shall be deemed to be allocated first to the principamount of such Claim, or the Claim to which the applicable PFI Trust Interest relates, as determine25 for United States federal income tax purposes, and then to accrued interest, if any, with respect tsuch Claim. 26 6.15 JOINT DISTRIBUTIONS. The PFI Trustee may, in its sole discretion, make Distribution27 jointly to any Holder of a Claim and any other Person that the PFI Trustee has determined to have ainterest in such Claim. 28

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1 6.16 FORFEITURE OF DISTRIBUTIONS. If the Holder of a Claim fails to cash a checpayable to it within the time period set forth in Section 6.6, fails to claim an undeliverabl2 Distribution within the time limit set forth in Section 6.106.10, or fails to complete and return to thPFI Trustee the appropriate Form W-8 or Form W-9 within 180 calendar days after a request for th3 completion and return of the appropriate form pursuant to Section 6.12 (or such later time aapproved by a Bankruptcy Court order), then such Holder shall be deemed to have forfeited its rig4 to any reserved and future Distributions under the Plan. Any such forfeited Distributions shall bdeemed Available Cash for all purposes, notwithstanding any federal or state escheat laws to th5 contrary. 6 7 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO 8 7.1 OBJECTIONS TO AND RESOLUTION OF DISPUTED CLAIMS, INCLUDING AN9 CLAIMS OF EXCLUDED PARTIES OR DISPUTING CLAIMANTS. From and after thEffective Date, the PFI Trust shall have the exclusive authority to compromise, resolve, and Allo10 any Disputed Claim without the need to obtain approval from the Bankruptcy Court, except aotherwise provided in the PFI Trust Agreement, and any agreement entered into by the PFI Tru11 with respect to the Allowance of any Claim shall be conclusive evidence and a final determination othe Allowance of such Claim; provided, however, that, under the Plan, all Claims asserted by any o12 the Excluded Parties or any Disputing Claimant are Disputed Claims in their entirety and will havno right to receive any Distributions under the Plan unless and until such Claims are affirmativel13 Allowed by a Final Order. Notwithstanding anything else to the contrary herein, and as provided isection 502(d) of the Bankruptcy Code, the PFI Trustee is not required to make any Distributions t14 Holders of Allowed Claims, and no such Claims shall be deemed Allowed, unless and until sucHolder has paid the Net Prepetition Investor Recovery, or such portion thereof as agreed to as 15 compromise and settlement, to the PFI Trust or until any PFI Trust Action seeking recovery of thNet Prepetition Investor Recovery is disallowed in its entirety by a Final Order. 16 7.2 CLAIM OBJECTIONS. All objections to Claims (other than Professional Fee Claim17 which shall be governed by Section 10.3 of the Plan, but including any Claims of Excluded Partieor Disputing Claimants) shall (i) with respect to non-Investor Claims, be Filed by the PFI Trust on o18 before the Claim Objection Deadline, which date may be extended by order of the Bankruptcy Coufor cause after notice to parties who have Filed requests for notice on motion by the PFI Trust file19 prior to the expiration of such period; (ii) with respect to Investor Claims, be filed in accordancwith the procedures and deadlines to be set by order of the Bankruptcy Court with respect to th20 Schedule of Allowed Netted Claims; and (iii) with respect to the expungement of any liens held bInvestors in Real Property, be filed in accordance with Section 10.1 of the Plan. With respect t21 non-Investor Claims, if a timely objection has not been Filed to a proof of claim or the Schedulehave not been amended with respect to a Claim that was Scheduled by the Debtors but was n22 Scheduled as contingent, unliquidated, or disputed, then the Claim to which the proof of claim oScheduled Claim relates will be treated as an Allowed Claim. With respect to Investor Claims, if a23 Investor does not file an objection to the amount set forth in the Schedule of Allowed Netted Claimin accordance with further order of the Bankruptcy Court and does not object to the expungement 24 a lien on Real Property under the Plan, such Investor Claim will be treated as an Allowed Claim ithe amounts set forth in the Schedule of Allowed Netted Claims. 25 7.3 ESTIMATION OF CERTAIN CLAIMS. The PFI Trust may, at any time, move for 26 Bankruptcy Court order estimating any Contingent Claim, Disputed Claim, or Unliquidated Claipursuant to Bankruptcy Code section 502(c), subject to Section 2.2 of the Plan, regardless of wheth27 the Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled oany such objection, and the Bankruptcy Court shall retain jurisdiction and power to estimate an28

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1 Claim at any time during litigation concerning any objection to any Claim, including during thpendency of any appeal relating to any such objection. 2 7.4 DISTRIBUTIONS FOLLOWING ALLOWANCE. Once a Contingent Claim, a Dispute3 Claim, or an Unliquidated Claim becomes an Allowed Claim, in whole or in part, including pursuato the Plan, the PFI Trust shall distribute from the applicable Distribution Reserves to the Holde4 thereof the Distributions, if any, to which such Holder is then entitled under the Plan. SucDistributions, if any, shall be made on the next Distribution Date after the date on which the order o5 judgment allowing any such Claim becomes a Final Order or on which the Claim otherwise becomean Allowed Claim, or, if there is no applicable Distribution Date, then within ninety (90) calenda6 days after the date on which the Claim becomes an Allowed Claim. Unless otherwise specificallprovided in the Plan, such as in Section 2.2, or allowed by a Final Order, no interest shall be paid o7 Contingent Claims, Disputed Claims, or Unliquidated Claims that later become Allowed Claims. 8 7.5 DISPOSITION OF ASSETS IN RESERVES AFTER DISALLOWANCE. After aobjection to a Disputed Claim is sustained or a Contingent Claim or Unliquidated Claim has bee9 determined in whole or in part by a Final Order or by agreement, such that the Contingent ClaiDisputed Claim, or Unliquidated Claim is a Disallowed Claim in whole or in part, any Cash held i10 an applicable Distribution Reserve in respect of the particular Claim in excess of the Distributiondue on account of any resulting Allowed Claim shall be used or distributed in a manner consiste11 with the Plan and any reserved PFI Trust Interests shall be cancelled. 12 CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 13 8.1 CONDITIONS TO THE EFFECTIVE DATE. The occurrence of the Effective Date sha14 not occur and the Plan shall not be consummated unless and until each of the following conditionhas been satisfied or duly waived pursuant to Section 8.2 of the Plan: 15 (a) the Bankruptcy Court shall have entered the Confirmation Order in a form reasonabl16 acceptable to the Debtors and the Committees; 17 (b) the Confirmation Order shall not be subject to any stay; 18 (c) all governmental and material third-party approvals and consents necessary iconnection with the transactions contemplated by the Plan, if any, shall have been obtained and be i19 full force and effect; 20 (d) all actions and all agreements, instruments, or other documents necessary timplement the terms and provisions of the Plan are effected or executed and delivered, as applicable21 (e) the Professional Fee Reserve is funded pursuant to Section 10.3 of the Plan; 22 (f) the Committees shall have agreed on and selected the BOV; 23 (g) the Committees shall have agreed on the powers of the BOV to oversee the P24 Trustee, and the mechanism, terms, and conditions under which the BOV may exercise those powerincluding the removal of the PFI Trustee, as set forth in the PFI Trust Agreement; and 25 (h) the Committees shall have agreed on a business plan for the OpCo, which shall hav26 been duly organized. 27 28

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1 8.2 WAIVER OF CONDITIONS TO THE EFFECTIVE DATE. The conditions to thEffective Date set forth in clauses (iii) and (iv) of Section 8.1 of the Plan may be waived in writin2 by agreement of each of the Committees and the Debtors in their reasonable discretion, at any timwithout further order. 3 8.3 EFFECT OF NON-OCCURRENCE OF CONDITIONS TO THE EFFECTIVE DAT4 If each of the conditions to the Effective Date is not satisfied or duly waived in accordance witSections 8.1 and 8.2 of the Plan, upon notification Filed by the Debtors with the Bankruptcy Cour5 (i) the Confirmation Order shall be vacated; (ii) no Distributions shall be made; (iii) the Debtors, thEstates, the Committees and all Creditors shall be restored to the status quo as of the da6 immediately preceding the Confirmation Hearing as though the Confirmation Order was not entereand (iv) all of the Debtors’ and the Estates’ obligations with respect to Claims shall remai7 unchanged and nothing contained in the Plan shall constitute a waiver or release of any Causes oAction by or against the Debtors, the Estates, or any other Person or prejudice in any manner th8 rights, claims, or defenses of the Debtors, the Estates, or any other Person. 9 8.4 NOTICE OF THE EFFECTIVE DATE. Promptly after the occurrence of the EffectivDate, the PFI Trust or its agents shall mail or cause to be mailed to all Creditors a notice that inform10 such Creditors of (i) entry of the Confirmation Order and the resulting confirmation of the Plan; (iithe occurrence of the Effective Date; (iii) the assumption, assignment, and rejection of executor11 contracts and unexpired leases pursuant to the Plan, as well as the deadline for the filing of resultinRejection Claims; (iv) the deadline established under the Plan for the filing of Administrativ12 Claims; and (v) such other matters as the PFI Trustee finds appropriate. 13 RETENTION OF JURISDICTION AND POWER 14 9.1 SCOPE OF RETAINED JURISDICTION AND POWER. Under Bankruptcy Cod15 sections 105(a) and 1142, and notwithstanding entry of the Confirmation Order and occurrence othe Effective Date, and except as otherwise ordered by the Bankruptcy Court, the Bankruptcy Cou16 shall retain jurisdiction and power over all matters arising in, arising under, or related to the Chapt11 Cases and the Plan to the fullest extent permitted by law, including jurisdiction and power to d17 the following: 18 (a) except as otherwise Allowed pursuant to the Plan or in the Confirmation OrdeAllow, classify, determine, disallow, establish the priority or secured or unsecured status of, estimat19 limit, liquidate, or subordinate any Claim, in whole or in part, including the resolution of any requefor payment of any Administrative Claim and the resolution of any objections to the allowance 20 priority of Claims; 21 (b) hear and determine all applications for compensation and reimbursement of expenseof Professionals under the Plan or under Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b22 1103, and 1129(a)(4); 23 (c) hear and determine all matters with respect to the assumption or rejection of anexecutory contract or unexpired lease to which a Debtor is a party or with respect to which a Debto24 may be liable, including, if necessary, the nature or amount of any required cure or the liquidation allowance of any Claims arising therefrom; 25 (d) effectuate performance of and payments under the provisions of the Plan and enforc26 remedies on any default under the Plan; 27 28

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1 (e) hear and determine any and all adversary proceedings, motions, applications, ancontested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, including th2 PFI Trust Actions, and with respect to the Plan; 3 (f) enter such orders as may be necessary or appropriate to execute, implement, oconsummate the provisions of the Plan and all contracts, instruments, releases, and other agreement4 or documents created, executed, or contemplated in connection with the Plan, the DisclosurStatement, or the Confirmation Order; 5 (g) hear and determine disputes arising in connection with the interpretatio6 implementation, consummation, or enforcement of the Plan, including disputes arising undeagreements (including, without limitation, the PFI Trust Agreement), documents, or instrument7 executed in connection with the Plan, or to maintain the integrity of the Plan followinconsummation; 8 (h) consider any modifications of the Plan, cure any defect or omission, or reconcile an9 inconsistency in any order of the Bankruptcy Court, including the Confirmation Order; 10 (i) issue injunctions, enter and implement other orders, or take such other actions as mabe necessary or appropriate to restrain interference by any Person with the implementatio11 consummation, or enforcement of the Plan or the Confirmation Order; 12 (j) enter and implement such orders as may be necessary or appropriate if thConfirmation Order is for any reason reversed, stayed, revoked, modified, or vacated; 13 (k) hear and determine any matters arising in connection with or relating to the Plan, th14 Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrumenrelease, or other agreement or document created, executed, or contemplated in connection with an15 of the foregoing documents and orders; 16 (l) enforce, interpret, and determine any disputes arising in connection with anstipulations, orders, judgments, injunctions, releases, exculpations, indemnifications, and ruling17 associated with the Plan or otherwise entered in connection with the Chapter 11 Cases (whether onot any or all of the Chapter 11 Cases have been closed); 18 (m) except as otherwise limited herein, recover all Estate Assets, wherever located; 19 (n) hear and determine matters concerning state, local, and federal taxes in accordanc20 with Bankruptcy Code sections 346, 505, and 1146; 21 (o) hear and determine such other matters as may be provided in the Confirmation Ordeor as may be authorized under, or not inconsistent with, the Bankruptcy Code and title 28 of th22 United States Code; 23 (p) resolve any cases, controversies, suits, or disputes related to the PFI Trust, the BOthe PFI Trustee, or the OpCo; and 24 (q) enter a final decree closing the Chapter 11 Cases of the Debtors, other than PFI. 25 9.2 RESERVED RIGHTS TO SEEK BANKRUPTCY COURT APPROVA 26 Notwithstanding any provision of the Plan allowing an act to be taken without Bankruptcy Couapproval, the PFI Trustee shall have the right to submit to the Bankruptcy Court any question o27 questions regarding which either of them may desire to have explicit approval of the BankruptcCourt for the taking of any specific action proposed to be taken by the PFI Trust, including th28

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1 administration, distribution, or proposed sale of any of the PFI Trust Assets or OpCo Assets. ThBankruptcy Court shall retain jurisdiction and power for such purposes and shall approve o2 disapprove any such proposed action upon motion Filed by the PFI Trust. 3 9.3 NON-EXERCISE OF JURISDICTION. If the Bankruptcy Court abstains from exercisinor declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising i4 arising under, or related to the Chapter 11 Cases, including the matters set forth in Section 9.1 of thPlan, the provisions of this Error! Reference source not found. shall have no effect on, and sha5 not control, limit, or prohibit the exercise of jurisdiction by any other court having competejurisdiction with respect to, such matter. 6 7 MISCELLANEOUS PROVISIONS 8 10.1 LIEN EXPUNGEMENT PROCEDURES. Any DOT Noteholder that wishes to challengthe expungement of its lien under the Plan shall file an objection with the Bankruptcy Court no late9 than twenty (20) days after entry of the Confirmation Order (the “Objection Deadline”) and servits objection on the PFI Trustee and counsel for the Plan Proponents and Ad Hoc Committees. Th10 Debtors or the PFI Trustee, as applicable, shall file an Avoidance Action no later than thirty (30days after service of any such objection. Such lien expungement shall automatically becom11 effective with respect to each Real Property on the later of the thirtieth (30th) day after entry of thConfirmation Order, if no objection is timely filed, or if an objection is timely filed, the date of entr12 of a final order adjudicating the Avoidance Action with respect to a lien on that Real Property. 13 10.2 ADMINISTRATIVE CLAIMS. Subject to the last sentence of this Section 10.2, arequests for payment of an Administrative Claim must be Filed with the Bankruptcy Court no late14 than the Administrative Claims Bar Date. In the event of an objection to Allowance of aAdministrative Claim, the Bankruptcy Court shall determine the Allowed amount of suc15 Administrative Claim. THE FAILURE TO FILE A MOTION REQUESTING ALLOWANCOF AN ADMINISTRATIVE CLAIM ON OR BEFORE THE ADMINISTRATIVE CLAIM16 BAR DATE, OR THE FAILURE TO SERVE SUCH MOTION TIMELY AND PROPERLSHALL RESULT IN THE ADMINISTRATIVE CLAIM BEING FOREVER BARRED AN17 DISALLOWED WITHOUT FURTHER ORDER OF THE BANKRUPTCY COURPostpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date. 18 10.3 PROFESSIONAL FEE CLAIMS. All final requests for payment of Professional Fe19 Claims pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), or 1103 must bmade by application Filed with the Bankruptcy Court and served on counsel to the PFI Trus20 counsel to the U.S. Trustee, and counsel to the SEC, no later than forty-five (45) calendar days aftethe Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to suc21 applications must be Filed and served on counsel to the PFI Trust, counsel to the U.S. Trustee, anthe requesting Professional in accordance with the instructions set forth in notice(s) to be filed wit22 the Bankruptcy Court. All Professional Fee Claims shall be promptly paid by the PFI Trust to thextent approved by order of the Bankruptcy Court. On the Effective Date, the PFI Trust sha23 establish the Professional Fee Reserve. The Professional Fee Reserve shall vest in the PFI Trust anshall be maintained by the PFI Trust in accordance with the Plan. The PFI Trust shall fully fund th24 Professional Fee Reserve on the Effective Date in an amount that is agreed upon by the Debtors aneach of the Committees prior to the Confirmation Hearing and that approximates the total projecte25 amount of unpaid Professional Fee Claims on the Effective Date. If the Debtors and the Committeeare unable to agree on an amount by which the Professional Fee Reserve is to be funded, then any o26 those parties may submit the issue to the Bankruptcy Court, which, following notice and a hearinshall fix the amount of the required funding. All Professional Fee Claims that have not previousl27 been paid, otherwise satisfied, or withdrawn shall be paid from the Professional Fee Reserve. Anexcess funds in the Professional Fee Reserve shall be released to the PFI Trust to be used for othe28

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1 purposes consistent with the Plan. For the avoidance of doubt, the Professional Fee Reserve is aestimate and shall not be construed as a cap on the PFI Trust’s obligation to pay in full Allowe2 Professional Fee Claims. 3 10.4 PAYMENT OF STATUTORY FEES. All fees payable pursuant to 28 U.S.C. § 1930, adetermined by the Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on o4 before the Effective Date. All such fees that arise after the Effective Date shall be paid by the PTrust. 5 10.5 SEC RELATED PROVISIONS. Notwithstanding any provision herein to the contrar6 or an abstention from voting on the Plan, no provision of the Plan, or any order confirming thPlan: (i) releases any non-debtor person or entity from any claim or cause of action of th7 SEC; or (ii) enjoins, limits, impairs, or delays the SEC from commencing or continuing anclaims, causes of action, proceedings, or investigations against any non-debtor person or entit8 in any forum. 9 10.6 POST-EFFECTIVE-DATE REPORTING. 10 (a) Beginning the first quarter-end following the Effective Date and continuing on eacquarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of suc11 period, the PFI Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly reposhall contain financial, Distributions, settlement, sale and/or such other information as provided f12 in the PFI Trust Agreement. 13 (b) The PFI Trust shall, as soon as practicable after the end of each calendar year anupon termination of the PFI Trust, provide or make available a written report and account to th14 Holders of PFI Trust Interests, which report and account sets forth (i) the assets and liabilities of thPFI Trust at the end of such calendar year or upon termination and the receipts and disbursements o15 the PFI Trust for such calendar year or period, and (ii) changes in the PFI Trust Assets and actiontaken by the PFI Trustee in the performance of its duties under the Plan or the PFI Trust Agreeme16 that the PFI Trustee determines in its discretion may be relevant to Holders of PFI Trust Interestsuch as material changes or actions that, in the opinion of the PFI Trustee, may have a material effe17 on the PFI Trust Assets that were not previously reported. The PFI Trust may provide or makavailable to Holders of PFI Trust Interests similar reports for such interim periods during th18 calendar year as the PFI Trustee deems advisable. Such reports may be provided or made availablto the Holders of PFI Trust Interests, in the discretion of the PFI Trustee, by any reasonable mean19 including U.S. mail, electronic transmission, or a virtual data room to which Holders shall havaccess, or publication to a publicly-available website or by press release distributed via a generall20 recognized business news service. 21 10.7 DISSOLUTION OF THE COMMITTEES. The Unsecured Creditors’ Committetogether with the Ad Hoc Committees, shall be automatically dissolved on the Effective Date an22 on the Effective Date, each member thereof and each Professional retained by the UnsecureCreditors’ Committee and the Ad Hoc Committees shall be released and discharged from all right23 duties, responsibilities, and obligations arising from, or related to, the Debtors, their membership othe Unsecured Creditors’ Committee or the Ad Hoc Committees, as applicable, the Plan, or th24 Chapter 11 Cases, except with respect to (a) any matters concerning any Professional Fee Claimheld or asserted by any Professional retained by the Unsecured Creditors’ Committees or the Ad Ho25 Committees; and (b) the rights (if any) of former members of the Unsecured Creditors’ Committeand the Ad Hoc Committees to select successor designees on the BOV in accordance with the term26 of the PFI Trust Agreement. 27 10.8 MODIFICATIONS AND AMENDMENTS. 28

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1 (a) In the Plan Proponents’ reasonable discretion after attempting agreement with the AHoc Committees, the Plan Proponents may alter, amend, or modify the Plan under Bankruptcy Cod2 section 1127(a) at any time at or prior to the conclusion of the Confirmation Hearing, provided ththe Schedule of Assumed Contracts may be altered, amended or modified up until the Effective Dat3 or by further order of the Bankruptcy Court. All alterations, amendments, or modifications to thPlan must comply with Bankruptcy Code section 1127. The Debtors shall provide parties in intere4 with notice of such amendments or modifications as may be required by the Bankruptcy Rules oorder of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to hav5 accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendmenmodification, or clarification does not materially and adversely change the treatment of the Claim 6 such Creditor. 7 (b) After entry of the Confirmation Order and prior to substantial consummation (adefined in Bankruptcy Code section 1101(2)) of the Plan, the Plan Proponents or the PFI Trust, a8 applicable, may, under Bankruptcy Code section 1127(b), institute proceedings in the BankruptcCourt to remedy any defect or omission or to reconcile any inconsistencies in the Plan, th9 Disclosure Statement approved with respect to the Plan, or the Confirmation Order, and such matteras may be necessary to carry out the purpose and effect of the Plan so long as such proceedings d10 not adversely affect the treatment of Holders of Claims under the Plan. Such proceedings mucomply with Bankruptcy Code section 1127. To the extent required, prior notice of such proceeding11 shall be served in accordance with the Bankruptcy Rules or an order of the Bankruptcy CourA Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amende12 modified, or clarified, if the proposed alteration, amendment, modification, or clarification does nmaterially and adversely change the treatment of the Claim of such Creditor. 13 10.9 SEVERABILITY OF PLAN PROVISIONS. If, at or before the Confirmation Hearing, th14 Bankruptcy Court holds that any Plan term or provision is invalid, void, or unenforceable, thBankruptcy Court may alter or interpret that term or provision so that it is valid and enforceable t15 the maximum extent possible consistent with the original purpose of that term or provision. Thterm or provision will then be applicable as altered or interpreted. Notwithstanding any such holdin16 alteration, or interpretation, the Plan’s remaining terms and provisions will remain in full force aneffect and will in no way be affected, impaired, or invalidated. The Confirmation Order wi17 constitute a judicial determination providing that each Plan term and provision, as it may have beealtered or interpreted in accordance with this Section, is valid and enforceable under its terms. 18 10.10 COMPROMISES AND SETTLEMENTS. From and after the Effective Date, the P19 Trust may compromise and settle disputes about any Claims or about any PFI Trust Actions, withoany further approval by the Bankruptcy Court, subject to the terms and conditions of the PFI Tru20 Agreement. Until the Effective Date, the Debtors expressly reserve the right to compromise ansettle (subject to the approval of the Bankruptcy Court) Claims against them or any Avoidanc21 Actions and Causes of Action belonging to the Estates. 22 10.11 BINDING EFFECT OF PLAN. Upon the Effective Date, Bankruptcy Code section 114shall become applicable with respect to the Plan and the Plan shall be binding on all Persons to th23 fullest extent permitted by Bankruptcy Code section 1141(a). Confirmation of the Plan binds eacHolder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not suc24 Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or EquitInterest that is in a Class that is Impaired under the Plan, and whether or not such Holder ha25 accepted the Plan. 26 10.12 NON-DISCHARGE OF THE DEBTORS; INJUNCTION. In accordance witBankruptcy Code section 1141(d)(3)(A), the Plan does not discharge the Debtors. Bankruptc27 Code section 1141(c) nevertheless provides, among other things, that the property dealt witby the Plan, including, without limitation, the Real Properties, is free and clear of all Claim28

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1 and Equity Interests against the Debtors, except as otherwise provided with respect to thNon-Investor First-Priority Lenders in Section 2.2 of the Plan. As such, no Person holding 2 Claim (other than the Non-Investor First-Priority Lenders as provided in Section 2.2) or aEquity Interest may receive any payment from, or seek recourse against, any assets that are t3 be distributed under the Plan other than assets required to be distributed to that Person undethe Plan. As of the Effective Date, all Persons are precluded and barred from asserting agains4 any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilitieEquity Interests, or other action or remedy based on any act, omission, transaction, or othe5 activity that occurred before the Effective Date except as expressly provided in the Plan or thConfirmation Order. 6 10.13 RELEASES AND RELATED MATTERS. 7 (a) On the Effective Date, for good and valuable consideration, the adequacy o8 which is hereby confirmed, each of the Releasing Parties shall be deemed to have forevereleased, waived, and discharged each of the Released Parties from any and all claim9 obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilitiewhatsoever, whether known or unknown, whether foreseen or unforeseen, whether liquidate10 or unliquidated, whether fixed or contingent, whether matured or unmatured, existing ohereafter arising, at law, in equity, or otherwise, that are based in whole or in part on any ac11 omission, transaction, event, or other occurrence taking place on or prior to the Effective Datin any way relating to the Debtors, the conduct of the Debtors’ businesses, the Chapter 112 Cases, or the Plan, except for acts or omissions that are determined in a Final Order to havconstituted actual fraud or willful misconduct; provided, however, that nothing in this Sectio13 10.12 shall release or otherwise affect any Person’s rights under the Plan or the ConfirmatioOrder. 14 (b) Entry of the Confirmation Order shall constitute (i) the Bankruptcy Court’15 approval, pursuant to Bankruptcy Rule 9019, of the releases set forth in this Section 10.13; an(ii) the Bankruptcy Court’s findings that such releases are (1) in exchange for good an16 valuable consideration provided by the Released Parties (including performance of the termof the Plan), and a good-faith settlement and compromise of the released claims, (2) in the bes17 interests of the Debtors, the Estates, and any Holders of Claims that are Releasing Parties, (3fair, equitable, and reasonable, (4) given and made after due notice and opportunity fo18 hearing, and (5) a bar to any of the Releasing Parties asserting any released claim against anof the Released Parties. 19 (c) Notwithstanding any provision herein to the contrary or an abstention fro20 voting on the Plan, no provision of the Plan, or any order confirming the Plan, (i) releases annon-Debtor Person from any Cause of Action of the SEC; or (ii) enjoins, limits, impairs, o21 delays the SEC from commencing or continuing any Causes of Action, proceedings, oinvestigations against any non-Debtor Person in any forum. 22 10.14 EXCULPATION AND LIMITATION OF LIABILITY. On the Effective Date, for goo23 and valuable consideration, the adequacy of which is hereby confirmed, to the maximuextent permitted by law, none of the Exculpated Parties shall have or incur any liability to an24 Person, including to any Holder of a Claim or an Equity Interest, for any prepetition opostpetition act or omission in connection with, relating to, or arising out of the Debtors, th25 Chapter 11 Cases, the formulation, negotiation, preparation, dissemination, solicitation oacceptances, implementation, confirmation, or consummation of the Plan, the Disclosur26 Statement, or any contract, instrument, release, or other agreement or document createexecuted, or contemplated in connection with the Plan, or the administration of the Plan or th27 property to be distributed under the Plan; provided, however, that nothing in this Section 10.1shall release or otherwise affect any Person’s rights under the Plan or the Confirmatio28

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1 Order; and provided, further, that the exculpation provisions of this Section 10.14 shall napply to acts or omissions constituting actual fraud or willful misconduct by such Exculpate2 Party as determined by a Final Order. For purposes of the foregoing, it is expresslunderstood that any act or omission effected with the approval of the Bankruptcy Cour3 conclusively will be deemed not to constitute actual fraud or willful misconduct unless thapproval of the Bankruptcy Court was obtained by fraud or misrepresentation, and in a4 respects, the Exculpated Parties shall be entitled to rely on the written advice of counsel witrespect to their duties and responsibilities under, or in connection with, the Chapter 11 Case5 the Plan, and administration thereof. The Confirmation Order shall serve as a permaneninjunction against any Person seeking to enforce any Causes of Action against the Exculpate6 Parties that are encompassed by the exculpation provided by this Section 10.14 of the Plan. 7 10.15 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided herein or in thConfirmation Order, all injunctions or stays in the Chapter 11 Cases under Bankruptcy Cod8 sections 105 or 362 or otherwise, and extant as of the Confirmation Hearing (excluding aninjunctions or stays contained in or arising from the Plan or the Confirmation Order), shall remain i9 full force and effect through and inclusive of the Effective Date and thereafter shall automaticallterminate unless otherwise ordered by the Bankruptcy Court. 10 10.16 REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION. The Plan Proponent11 after consultation with the Ad Hoc Committees, reserve the right to revoke or withdraw the Plan any time prior to the Confirmation Hearing and to File subsequent plans. If the Plan Proponent12 revoke or withdraw the Plan prior to the Confirmation Hearing, or if the Effective Date does noccur, then (a) the Plan shall be null and void in all respects; and (b) nothing contained in the Pla13 and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed tconstitute a waiver or release of any Claims against, or any Equity Interests in, any Debtor, or an14 Causes of Action by or against any Debtor or any other Person, (ii) prejudice in any manner thrights of any Debtor or any other Person in any further proceedings involving a Debtor, o15 (iii) constitute an admission of any sort by any Debtor or any other Person. 16 10.17 EXEMPTION FROM TRANSFER TAXES. Pursuant to Bankruptcy Code section 114the vesting of the PFI Trust Assets in the PFI Trust, the vesting of the OpCo Assets in the OpCo, th17 issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of anmortgage, deed of trust, lien, pledge, or other security interest, or the making or assignment of an18 lease or sublease, or making or delivery of any deed or other instrument of transfer under, ifurtherance of, or in connection with the Plan, shall not be subject to any stamp, real estate transfe19 mortgage recording, or other similar tax. 20 10.18 COMPUTATION OF TIME. In computing any period of time prescribed or allowed by thPlan, the provisions of Bankruptcy Rule 9006(a) shall apply. 21 10.19 TRANSACTIONS ON BUSINESS DAYS. If the Effective Date or any other date on whic22 a transaction may occur under the Plan shall occur on a day that is not a Business Day, antransactions or other actions contemplated by the Plan to occur on such day shall instead occur o23 the next succeeding Business Day. 24 10.20 GOOD FAITH. Confirmation of the Plan shall constitute a conclusive determination tha(a) the Plan, and all the transactions and settlements contemplated thereby, have been proposed i25 good faith and in compliance with all applicable provisions of the Bankruptcy Code and thBankruptcy Rules; and (b) the solicitation of acceptances or rejections of the Plan has been in goo26 faith and in compliance with all applicable provisions of the Bankruptcy Code, and the BankruptcRules, and, in each case, that the Plan Proponents and their respective Related Parties have acted i27 good faith in connection therewith. 28

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1 10.21 GOVERNING LAW. Unless a rule of law or procedure is supplied by federal la(including the Bankruptcy Code and Bankruptcy Rules), (a) the laws of the State of California sha2 govern the construction and implementation of the Plan and (except as may be provided otherwise iany such agreements, documents, or instruments) any agreements, documents, and instrument3 executed in connection with the Plan and (b) the laws of the state of incorporation or formation oeach Debtor shall govern corporate, limited liability company or limited partnership governanc4 matters with respect to such Debtor; in each case without giving effect to the principles of conflictof law thereof. Any applicable nonbankruptcy law that would prohibit, limit, or otherwise restri5 implementation of the Plan based on (i) the commencement of the Chapter 11 Cases, (ii) thappointment of the PFI Trustee, (iii) the wind down of the Debtors, (iv) the monetization of some 6 all of the PFI Trust Assets, or (v) any other act or action to be done pursuant to or contemplated bthe Plan is superseded and rendered inoperative by the Plan and federal bankruptcy law. 7 10.22 NOTICES. Following the Effective Date, all pleadings and notices Filed in the Chapter 18 Cases shall be served solely on (a) the PFI Trust and its counsel, (b) the U.S. Trustee, (c) any Persowhose rights are affected by the applicable pleading or notice, and (d) any Person Filing a specifi9 request for notices and papers on and after the Effective Date. 10 10.23 FINAL DECREE. Upon the PFI Trustee’s determination that all Claims have been Allowedisallowed, expunged, or withdrawn and that all PFI Trust Assets and OpCo Assets have bee11 monetized, abandoned, or otherwise administered, the PFI Trust shall move for the entry of the FinDecree. On entry of the Final Decree, the PFI Trustee and the BOV shall be deemed discharged an12 have no further duties or obligations to the PFI Trust or any other Person. 13 10.24 ADDITIONAL DOCUMENTS. On or before the Effective Date, the Plan Proponents maFile with the Bankruptcy Court such agreements and other documents as may be necessary o14 appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors anthe PFI Trust, as applicable, and all Holders receiving Distributions pursuant to the Plan and all othe15 parties in interest may, from time to time, prepare, execute, and deliver any agreements odocuments and take any other acts as may be necessary or advisable to effectuate the provisions an16 intent of the Plan. 17 10.25 CONFLICTS WITH THE PLAN. In the event and to the extent that any provision of thPlan is inconsistent with the provisions of the Disclosure Statement, any other order entered in th18 Chapter 11 Cases, or any other agreement to be executed by any Person pursuant to the Plan, thprovisions of the Plan shall control and take precedence; provided, however, that if there is an19 inconsistency between the Plan, the provisions of the Disclosure Statement, and any other ordentered in the Chapter 11 Cases, on the one hand, and the PFI Trust Agreement regarding th20 protocols, authority and decision-making power of the BOV, on the other hand, the specifiprovisions in the PFI Trust Agreement regarding the BOV shall control; provided further that th21 Confirmation Order shall control and take precedence in the event of any inconsistency between thConfirmation Order, any provision of the Plan, and any of the foregoing documents. 22 23 24 25 [Remainder of page intentionally left blank] 26 27 28

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1 REQUEST FOR CONFIRMATION AND RECOMMENDATION 2 11.1 REQUEST FOR CONFIRMATION. The Plan Proponents request confirmation of th3 Plan in accordance with Bankruptcy Code section 1129. 4 11.2 RECOMMENDATION. The Plan Proponents believe that confirmation animplementation of the Plan are the best alternative under the circumstances and urge all Impaire5 Creditors entitled to vote on the Plan to vote in favor of and support confirmation of the Plan. 6 Dated: April 9, 2021 7 SHEPPARD MULLIN RICHTER & HAMPTON LLP 8 9 By /s/ Ori Katz ORI KATZ 10 J. BARRETT MARUM MATT KLINGER 11 Counsel for Debtors 12 13 Dated: April 9, 2021 14 PACHULSKI STANG ZIEHL & JONES LLP 15 16 By /s/ Debra Grassgreen DEBRA GRASSGREEN 17 JOHN D. FIERO CIA H. MACKLE 18 Counsel for the Official Committee of Unsecured 19 Creditors 20 21 22 23 24 25 26 27 28

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1 Exhibit 1 2 (List of the Debtors) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

129

Table 1 on page 130. Back to List of Tables
Entity Name Case No. Date Petition/Invol.
Petition Filed
EIN Address
1. Professional Investors Security Fund, Inc. 20-30579 7/16/20 68-0040208 350 Ignacio Blvd., Suite 300
Novato, CA 94949
2. Professional Financial Investors, Inc. 20-30604 7/26/20 68-0233228 350 Ignacio Blvd., Suite 300
Novato, CA 94949
3. Professional Investors Security Fund I, A
California Limited Partnership
20-30908 11/20/20 68-0022483 350 Ignacio Blvd., Suite 300
Novato, CA 94949
4. Professional Investors Security Fund IV, A
California Limited Partnership
20-30909 11/20/20 68-0049491 350 Ignacio Blvd., Suite 300
Novato, CA 94949
5. Professional Investors Security Fund VII, A
California Limited Partnership
20-30911 11/20/20 68-0115840 350 Ignacio Blvd., Suite 300
Novato, CA 94949
6. Professional Investors Security Fund IX, A
California Limited Partnership
20-30910 11/20/20 68-0184540 350 Ignacio Blvd., Suite 300
Novato, CA 94949
7. Professional Investors Security Fund XII, A
California Limited Partnership
20-30912 11/20/20 68-0233359 350 Ignacio Blvd., Suite 300
Novato, CA 94949
8. Professional Investors Security Fund XIII, A
California Limited Partnership
20-30913 11/20/20 68-0264951 350 Ignacio Blvd., Suite 300
Novato, CA 94949
9. Professional Investors Security Fund XIV, A
California Limited Partnership
20-30914 11/20/20 68-0287489 350 Ignacio Blvd., Suite 300
Novato, CA 94949
10. Professional Investors Security Fund XV, A
California Limited Partnership
20-30915 11/20/20 68-0298084 350 Ignacio Blvd., Suite 300
Novato, CA 94949
11. Professional Investors Security Fund XVII, A
California Limited Partnership
20-30916 11/20/20 68-0322071 350 Ignacio Blvd., Suite 300
Novato, CA 94949
12. Professional Investors Security Fund XVIII, A
California Limited Partnership
20-30917 11/20/20 68-0340123 350 Ignacio Blvd., Suite 300
Novato, CA 94949
13. Professional Investors 20, LLC 20-30919 11/20/20 46-3353668 350 Ignacio Blvd., Suite 300
Novato, CA 94949
14. Professional Investors 21, LLC 20-30920 11/20/20 46-5084863 350 Ignacio Blvd., Suite 300
Novato, CA 94949
15. Professional Investors 22, LLC 20-30922 11/20/20 47-1285602 350 Ignacio Blvd., Suite 300
Novato, CA 94949
16. Professional Investors 23, LLC 20-30923 11/20/20 47-1699320 350 Ignacio Blvd., Suite 300
Novato, CA 94949
17. Professional Investors 24, LLC 20-30924 11/20/20 47-3144421 350 Ignacio Blvd., Suite 300
Novato, CA 94949

130

Table 1 on page 131. Back to List of Tables
18. Professional Investors 25, LLC 20-30925 11/20/20 47-3879056 350 Ignacio Blvd., Suite 300
Novato, CA 94949
19. Professional Investors 26, LLC 20-30927 11/20/20 47-4335145 350 Ignacio Blvd., Suite 300
Novato, CA 94949
20. Professional Investors 27, LLC 20-30928 11/20/20 47-4930703 350 Ignacio Blvd., Suite 300
Novato, CA 94949
21. Professional Investors 28, LLC TBD [Plan-
Consolidated
Debtor]
TBD [Plan-
Consolidated
Debtor]
47-5310122 350 Ignacio Blvd., Suite 300
Novato, CA 94949
22. Professional Investors 29, LLC 20-30929 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
23. Professional Investors 30, LLC 20-30930 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
24. Professional Investors 31, LLC 21-30093 2/4/21 81-3273083 350 Ignacio Blvd., Suite 300
Novato, CA 94949
25. Professional Investors 32, LLC 20-30934 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
26. Professional Investors 33, LLC 20-30935 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
27. Professional Investors 34, LLC 20-30936 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
28. Professional Investors 35, LLC 20-30937 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
29. Professional Investors 36, LLC 20-30938 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
30. Professional Investors 37, LLC 20-30939 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
31. Professional Investors 38, LLC 21-30082 2/3/21 82-2734722 350 Ignacio Blvd., Suite 300
Novato, CA 94949
32. Professional Investors 39, LLC 21-30083 2/3/21 82-3661635 350 Ignacio Blvd., Suite 300
Novato, CA 94949
33. Professional Investors 40, LLC 20-30940 11/20/20 82-3823200 350 Ignacio Blvd., Suite 300
Novato, CA 94949
34. Professional Investors 41, LLC 20-30941 11/20/20 82-3839566 350 Ignacio Blvd., Suite 300
Novato, CA 94949
35. Professional Investors 42, LLC 21-30084 2/3/21 82-5497471 350 Ignacio Blvd., Suite 300
Novato, CA 94949
36. Professional Investors 43, LLC 21-30085 2/3/21 83-2208999 350 Ignacio Blvd., Suite 300
Novato, CA 94949

131

Table 1 on page 132. Back to List of Tables
37. Professional Investors 44, LLC 21-30086 2/3/21 83-2294816 350 Ignacio Blvd., Suite 300
Novato, CA 94949
38. Professional Investors 45, LLC 21-30087 2/3/21 83-2315445 350 Ignacio Blvd., Suite 300
Novato, CA 94949
39. Professional Investors 46, LLC 20-30942 11/20/20 84-1743732 350 Ignacio Blvd., Suite 300
Novato, CA 94949
40. Professional Investors 47, LLC 21-30088 2/3/21 84-2157268 350 Ignacio Blvd., Suite 300
Novato, CA 94949
41. Professional Investors 48, LLC 21-30089 2/3/21 84-3537563 350 Ignacio Blvd., Suite 300
Novato, CA 94949
42. Professional Investors 49, LLC 21-30094 2/4/21 84-3792687 350 Ignacio Blvd., Suite 300
Novato, CA 94949
43. PFI Glenwood, LLC TBD [Plan-
Consolidated
Debtor]
TBD [Plan-
Consolidated
Debtor]
82-2779085 350 Ignacio Blvd., Suite 300
Novato, CA 94949

132

1 EXHIBIT B 2 Corporate Organizational Chart 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

133

wnership in LLC Entities 1 40.0% 20.9% 20.0% .13 Professional Financial 30.4% 30.0% LLC 22 LLC 21 LLC 20 Investors, Inc. 32.9% LLC 37 37.6% LLC 38 25.3% 30.0% 35.0% 39.0% 45.6% 29.7% 31.9% 19.5% 44.8% 31.6% 33.6% 34.8% 30.8% 32.0% 44.9% 30.3% 31.3% 30.4% 30.8% 81.9%PFI LLC 23 LLC 33 LLC 24 LLC 25 LLC 26 LLC 27 LLC 28 LLC 29 LLC 31 LLC 34 LLC 35 LLC 36 LLC 39 LLC 40 LLC 42 LLC 43 LLC 45 LLC 46Glenwood Additional Ownership Detail LLC 30 LLC 44 IrieA, LLC IrieLee, LLC LLC 32 Entity % Ownership Entity % Ownership LLC 20 7.8% LLC 20 7.8% LLC 41 LLC 22 1.7% LLC 22 1.7% LLC 23 1.7% LLC 23 1.7% LLC 47 LLC 26 1.8% LLC 26 1.8% LLC 48 LLC 34 1.3% LLC 34 1.3% LLC 36 8.0% LLC 36 8.0% LLC 49 LLC 37 4.1% LLC 37 4.1% PFI Ownership in LLCs

134

wnership in LP Entities 1 .13 79.4% LP XV 8.1% Professional Financial Professional Investors 87.5% LP XVII 9.3% Investors, Inc. Security Fund, Inc. 80.6% LP XVIII 13.9% 88.9% 93.5% 84.3% 96.6% 91.0% 92.7% 94.9% Additional Ownership Detail LP IV LP IX LP XIII LP XIV LP I LP VII LP XII IrieA, LLC
Table 1 on page 135. Back to List of Tables
Entity % Ownership
LP XII 1.9%
LLC XVIII 0.7%
Debtor Ownership in LLCs

135

1 EXHIBIT C 2 Liquidation Analysis / Plan Recovery 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

136

As laid out in Article IV entitled “Implementation of the Plan,” it will be the responsibility of the PFI Trust and OpCo to generate the best possible return from the Estate Assets. There are three primary categories of Estate Assets (this list is not exclusive): (a) Available Cash; (b) The Real Properties; (c) Litigation claims, including Avoidance Actions, Causes of Action and Contributed Claims. Although it is not currently possible to predict with precision the total monies that will be realized or expended in connection with the administration of the PFI Trust, the Plan Proponents (in concert with their advisors and the Ad Hoc Committees) believe that the following ranges will prove to be reliable predictors of what creditors can expect. The Plan assumes both the ultimate sale of the Real Properties and pursuit of the Avoidance Actions, Causes of Action and Contributed Claims. Using two different sets of assumptions regarding the success and expense of the foregoing, the Plan Proponents believe that the Plan will provide holders of Allowed Class 4 and 5 Investor Restitution Claims (which, for investors, will be their claim remaining after “netting”) and Allowed Class 6 Other Unsecured Claims with aggregate dividends over a period of years totaling 35% for the low estimate and 50% for the high estimate. The foregoing estimates do not take into account the potential effect of capital gains taxes that would be due upon sale of the Real Properties by the PFI Trust, as the Plan Proponents’ examination of that subject is ongoing (and as yet incomplete). Such taxes would reduce the foregoing projected percentage dividends. In contrast, the Plan Proponents believe that the dividends realized in a Chapter 7 liquidation would be substantially lower – primarily because of (a) the accelerated pace of sales of the Real Properties likely to occur in a Chapter 7 liquidation; and (b) the statutory fee due to the Chapter 7 trustee for services in liquidating the assets. Accordingly, in a Chapter 7 liquidation, the Plan Proponents believe general unsecured creditors would receive substantially less over time: 25% estimated low case and 35% estimated high case. Another advantage of the Plan over a Chapter 7 liquidation is the likely ability of LLC and LP investors to avoid paying pass-through capital gains taxes when the Real Properties are sold. Such taxes are generally not expected to pass through to LLC and LP investors under the Plan. Accordingly, the Plan Proponents believe that the Plan is likely to produce an outcome significantly better than what could be expected in a Chapter 7 liquidation. At this time, the Plan Proponents are not projecting that holders of Allowed Investor Subordinated Claims will receive a dividend under the Plan. This could change, depending primarily on the degree of litigation successes, and the extent of Net PFI Trust Action Proceeds available for distribution.

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1 EXHIBIT D 2 Non-Exclusive Description of Preserved PFI Trust Actions 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

138

POTENTIAL TARGETS Based upon the limited investigation conducted by the Debtors to date, the following persons may be subject to claims to be filed after confirmation of the Joint Plan of Reorganization (“Plan”). The Debtors currently may be unaware of potential claims against other defendants. The investigation is continuing and will be continued by the Plan Trustee. Capitalized terms used herein have the meanings given to them in the Plan. All rights are reserved. 1. All employees, officers and directors of the Debtors and their affiliates and their family members, including, without limitation, Lewis Wallach, Leslie Wallach, Charlene Albanese, Michael Casey, Manuel Romero, Jared Romero. 2. All attorneys and accountants that provided services to the Debtors, including, without limitation, Terry Carlson Law and Terry Carlson. 3. All real estate brokers that facilitated the purchase or sale of real properties by the Debtors or their affiliates. 4. All persons who received commissions from the Debtors, in cash or credit, in exchange for soliciting investments. 5. All investors who received more than 100% of their aggregate investment amount (i.e., claw backs). 6. All persons that received contributions from Casey, Wallach, PFI or any of their affiliates, including, without limitation, charitable contributions and political contributions. 7. All parties that received fraudulent transfers within the meaning of Sections §§ 544 and 548 of the Bankruptcy Code, and all parties for whose benefit such transfers were made within the meaning of Section §550 of the Bankruptcy Code. 8. All financial institutions that maintained deposit accounts for, or made loans to, the Debtors or their affiliates, including, without limitation, Umpqua Bank, Avid Bank, Poppy Bank, Tri Counties Bank, Five Star Bank, Banner Bank, First Foundation Bank, JPMorgan Chase Bank, Pacific Western Bank, Tri-Valley Bank, HomeStreet Bank, Heritage Bank of Commerce. Fremont Bank, Orix Real Estate Capital, and PNC Real Estate, Credit Suisse, and all title insurers and underwritten title companies that were involved in the closing or insurance for such lender interests. 9. All title companies that were involved in the recordation and reconveyance of DOT Noteholder liens. 10. All contractors and suppliers used by the Debtors and their affiliates, including, without limitation, Avila Construction. 11. All financial advisors that recommended investing in the Debtors and their affiliates, including, without limitation, Wealth Plus.

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12. All self-directed IRA custodians that facilitated investments in the Debtors and their affiliates.

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1 SCHEDULE 1 2 Schedule of Real Properties 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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Property Address City zip Ignacio Hills Tennis & Garden Apts. 475 Ignacio Blvd Novato 94949Ignacio Hills Tennis & Garden Apts. 551 Alameda Del Prado Novato 94949Albion Terrace Apts. 225 Nova Albion Way San Rafael 94903 Northgate Apts. 825 Las Gallinas Avenue San Rafael 94903 Ignacio Hills Tennis & Garden Apts. 445 Ignacio Blvd Novato 94949Lincoln Villa 1825 Lincoln Avenue San Rafael 94901 Fairway Apts. 1000 Ignacio Blvd Novato 94949 Country Club Apt. 980 Ignacio Blvd Novato 94949 Oak Hill Apts. 216 Marin Street San Rafael 94901 Ignacio Gardens 380 - 450 Alameda Del Prado Novato 94949 Ignacio Hills Tennis & Garden Apts. 511 & 531 Alameda Del Prado Novato 94949Ignacio Hills Tennis & Garden Apts. 401 Ignacio Blvd. & 521 Alameda Del Prado Novato 94949Sonoma Mission Apts. 120 Orchard Ave / 18161 Happy Lane Sonoma 95416City Center 1701 Novato Blvd. Novato 94947 Baywood Center 1682 Novato Blvd. Novato 94947

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Property Address City zip Creekside 7 Mt. Lassen Drive San Rafael 94903 100 Tamal Vista 100 Tamal Vista Corte Madera 94925 Novato Business Center 1500.1510.1516 Grant Ave. Novato 94945Ignacio Hills Tennis & Garden Apts. 481 Ignacio Blvd Novato 94949The Broadway 1151 Broadway Sonoma 95476 The Redwoods 1341-1359 Redwood Way Petaluma 94945 San Pedro Business Center 30 North San Pedro Rd San Rafael 94903The Northgate Business Center 555 North Gate Drive San Rafael 94903Ignacio Place Apartment 335 Enfrente Rd Novato 94949 Gateway Business Center 851 Irwin Street San Rafael 94901 Sequoia Business Center 1425 North McDowell Petaluma 94954 Village Green Apts. 350 Robinson St. Sonoma 95476 Broadway Square 10 Maple St & 635-651 Broadway Sonoma 95476 Northgate Professional Center 899 Northgate Dr San Rafael 949034th Street Business Center 523 4th St & 930 Irwin St. San Rafael 95401Madrone Apartment Homes

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Property Address City zip
Table 1 on page 144. Back to List of Tables
Marin Heights Apartment Homes 19 Merrydale Rd San Rafael 94903
Northgate Heights Business Center 1050 Northgate Dr. San Rafael 95401
The Height Apartment Homes 109 Professional Center Parkway San Rafael 94903
Sycamore Creek Apartments 100 & 106 Sycamore Ave San Anselmo 94960
The American Building 1099 D. Street San Rafael 95401
Woodland Apartments 285 Woodland Ave San Rafael 95401
Hunt Plaza 240 Tamal Vista Corte Madera 92925
Parc Marin 1441 Casa Buena Drive Corte Madera 94952
Lincoln Redwoods 1732 Lincoln Ave San Rafael 94901
Ignacio Hills Tennis & Garden Apts. 461 Ignacio Blvd Novato 94949
Ignacio Hills Tennis & Garden Apts. 501 Alameda Del Prado Novato 94949
Hammondale 1 & 5 Hammondale Court San Rafael 94901
Mariners Landing 200 Gate 5 Road Sausalito 94965
Duffy Place 21 - 37 Duffy Place San Rafael 94901
Ignacio Lane 49 Ignacio Lane Novato 94949

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Property Address City zip
Table 1 on page 145. Back to List of Tables
Pacheco Villa 17-23, 30-42 Clay Court (1, 17, 30, 33 according to
Deeds of Trust)
Novato 94949
107 Marin 107 Marin Street San Rafael 94901
885 Broadway 885 Broadway Sonoma 95476
Brookside 517 B. Street San Rafael 94901
Redwood Manor 355 Boyes Blvd Sonoma 95476
North Bay Business Center 7200 Redwood Blvd. Novato 94945
The Keys Center 353-359 Bel Marin Keys Novato 94949
Merrydale View Apartments 7 Merrydale Road San Rafael 94903
Novato Court Apts. 1506 Vallejo Ave. Novato 94945
Las Galinas Business Center 117-121 Paul Drive San Rafael 94903
16914 Sonoma Hwy 16914 Sonoma Hwy Sonoma 95476
419 Prospect Drive 419 Prospect Drive San Rafael 94901
Glenwood Apartments 1222 Irwin St. San Rafael 94901
1129 3rd St. Apts 1129 3rd St. Novato 94945
Rafael Gardens 1315 Lincoln Ave San Rafael 94901

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Property Address City zip
Table 1 on page 146. Back to List of Tables
Woodland Apartments 390 Woodland Ave. San Rafael 94901
Santa Land 300 Entrada Dr. Novato 94949
Suite 102 350 Ignacio Blvd., Suite 100 Novato 94949
Suite 101 350 Ignacio Blvd., Suite 101 Novato 94949
Suite 103 350 Ignacio Blvd., Suite 103 Novato 94949
Suite 200 350 Ignacio Blvd., Suite 200 Novato 94949
Suite 201 350 Ignacio Blvd., Suite 201 Novato 94949
Suite 203 350 Ignacio Blvd., Suite 202 Novato 94949
Suite 300 350 Ignacio Blvd., Suite 300 Novato 94949

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1 SCHEDULE 2 2 Schedule of Excluded Parties 3 [to be filed later] 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

147

1 SCHEDULE 3 2 Schedule of Non-Investor First-Priority Lender Claims 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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Avidbank The Keys Center c/o Ivan L. Kallick 353-359 Bel Marin Keys Manatt Phelps & Phillips, LLP Novato, CA 94949 2049 Century Park East, Suite 1700 Los Angeles, CA 90067 Banner Bank Hammondale c/o Joshua Partington 1 & 5 Hammondale Court Snell & Wilmer L.L.P. San Rafael, CA 94901 600 Anton Blvd. Suite 1400 Costa Mesa, CA 92626s Banner Bank Ignacio Hills Tennis & Garden Apts. 551 Alameda Del Prado Novato, CA 94949 JPMorgan Chase Bank Sonoma Mission Apts. c/o Brett H. Miller 120 Orchard Ave / 18161 Happy Lane Mark A. Lightner Sonoma, CA 95416 Morrison & Foerster LLP 250 West 55th Street New York, NY 10019 JPMorgan Chase Bank City Center 1701 Novato, CA Blvd. Novato, CA 94947 JPMorgan Chase Bank Baywood Center 1682 Novato, CA Blvd. Novato, CA 94947 JPMorgan Chase Bank Creekside 7 Mt. Lassen Drive San Rafael, CA 94903 JPMorgan Chase Bank 100 Tamal Vista Corte Madera 94925 JPMorgan Chase Bank Novato Business Center 1500.1510.1516 Grant Ave. Novato, CA 94945 JPMorgan Chase Bank Gateway Business Center 851 Irwin Street San Rafael, CA 94901 JPMorgan Chase Bank 4th Street Business Center 523 4th St & 930 Irwin St. San Rafael, CA 95401 JPMorgan Chase Bank Mariners Landing

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200 Gate 5 Road Sausalito 94965 JPMorgan Chase Bank Duffy Place 21 - 37 Duffy Place San Rafael, CA 94901 JPMorgan Chase Bank 107 Marin Street San Rafael, CA 94901 JPMorgan Chase Bank Brookside 517 B. Street San Rafael, CA 94901 JPMorgan Chase Bank Woodland Apartments 390 Woodland Ave. San Rafael, CA 94901 JPMorgan Chase Bank Albion Terrace Apts. 225 Nova Albion Way San Rafael, CA 94903 JPMorgan Chase Bank Country Club Apts. 980 Ignacio Blvd Novato, CA 94949 JPMorgan Chase Bank Oak Hill Apts. 216 Marin Street San Rafael, CA 94901 First Foundation Bank The Height Apartment Homes 18101 Von Karman Ste 750 109 Professional Center Parkway Irvine CA 92612 San Rafael, CA 94903 First Foundation Bank 419 Prospect Drive San Rafael, CA 94901 First Foundation Bank Northgate Apts. 825 Las Gallinas Avenue San Rafael, CA 94903 Five Star Bank San Pedro Business Center c/o Tom Griffin 30 North San Pedro Rd Hefner Law San Rafael, CA 94903 2150 River Plaza Drive, Suite 450 Sacramento, CA 95833 Five Star Bank Northgate Heights Business Center 1050 Northgate Dr. San Rafael, CA 95401

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Five Star Bank The American Building 1099 D. Street San Rafael, CA 95401 Five Star Bank Woodland Apartments 285 Woodland Ave San Rafael, CA 95401 Five Star Bank Hunt Plaza 240 Tamal Vista Corte Madera, CA 92925 Five Star Bank Santa Land 300 Entrada Dr. Novato, CA 94949 Heritage Bank of Commerce Novato Court Apts. c/o Dennis D. Miller 1506 Vallejo Ave. Lubin Olson & Niewiadomski LLP Novato, CA 94945 600 Montgomery Street, 14th Floor San Francisco, CA 94111 Heritage Bank of Commerce Las Galinas Business Center 117-121 Paul Drive San Rafael, CA 94903 Heritage Bank of Commerce Suite 203 350 Ignacio Blvd., Suite 202 (2C?) Novato, CA 94949 Heritage Bank of Commerce Suite 300 350 Ignacio Blvd., Suite 300 Novato, CA 94949 HomeStreetBank Lincoln Redwoods c/o David R. Zaro 1732 Lincoln Ave Allen Matkins Leck Gamble San Rafael, CA 94901 Mallory & Natsis LLP 865 South Figueroa Street, Suite 2800 Los Angeles, CA 90017 HomeStreetBank Ignacio Hills Tennis & Garden Apts. 481 Ignacio Blvd Novato, CA 94949 OneUnited Bank Ignacio Hills Tennis & Garden Apts. 3683 Crenshaw Blvd 445 Ignacio Blvd Los Angeles, CA 90016 Novato, CA 94949 Opus Bank Marin Heights Apartment Homes 19900 MacArthur Blvd., 12th Floor 19 Merrydale Rd

151

Irvine, CA 92612 San Rafael, CA 94903 Pacific Western Bank Ignacio Hills Tennis & Garden Apts. c/o A. Kenneth Hennesay, Jr. 511 & 531 Alameda Del Prado Allen Matkins Leck Gamble Novato, CA 94949 Mallory & Natsis LLP 1900 Main Street, 5th Floor Irvine, CA 92614 Pacific Western Bank Ignacio Hills Tennis & Garden Apts. 401 Ignacio Blvd. & 521 Alameda Del Prado Novato, CA 94949 Pacific Western Bank Sycamore Creek Apartments 100 & 106 Sycamore Ave San Anselmo 94960 Pacific Western Bank Parc Marin 1441 Casa Buena Drive Corte Madera 94952 Pacific Western Bank 885 Broadway Sonoma, CA 95476 Pacific Western Bank Ignacio Hills Tennis & Garden Apts. 475 Ignacio Blvd Novato, CA 94949 Pacific Western Bank Lincoln Villa 1825 Lincoln Avenue San Rafael, CA 94901 Pacific Western Bank Fairway Apts. 1000 Ignacio Blvd Novato, CA 94949 PNC Real Estate Madrone Apartment Homes 26901 Agoura Road # 200 15411-15499 Marty Drive Agoura Hills, CA 91301 Glen Ellen, CA 95442 Poppy Bank The Redwoods c/o Mitchell B. Greenberg 1341-1359 Redwood Way Abbey, Weitzenberg, Warren & Emery P.C. Petaluma 94945 100 Stony Point Rd, Ste. 200 Santa Rosa, CA 95401 Poppy Bank Sequoia Business Center 1425 North McDowell Petaluma 94954 Poppy Bank Broadway Square

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10 Maple St & 635-651 Broadway Sonoma, CA 95476 Poppy Bank North Bay Business Center 7200 Redwood Blvd. Novato, CA 94945 Poppy Bank The Broadway 1151 Broadway Sonoma, CA 95476 RedCapitalGroup Merrydale View Apartments 10 W. Broad Street 8th Floor 7 Merrydale Road Columbus, OH 43215 San Rafael, CA 94903 and c/o Orix Real Estate Capital PO BOX 846019 Dallas TX 75284-6019 Rafael Garde Apartments, LLC Rafael Gardens c/o Seamus Egan 1315 Lincoln Ave 10 Indian Trail Court San Rafael, CA 94901 Novato, CA 94945 Steven Stenberg Suite 102 c/o Gregory Rougeau 350 Ignacio Blvd., Suite 100 Brunetti Rougeau LLP Novato, CA 94949 235 Montgomery Street, Suite 410 San Francisco, CA 94104 Situs Asset Management 16914 Sonoma Hwy c/o Ron Oliner Sonoma, CA 95476 Duane Morris LLP Spear Tower One Market Plaza, Suite 2200 San Francisco, CA 94105 Situs Asset Mgmt Redwood Manor 355 Boyes Blvd Sonoma, CA 95476 Situs Asset Mgmt Glenwood Apartments 1222 Irwin St. San Rafael, CA 94901 Tri Counties Bank The Northgate Business Center c/o Thomas G. Mouzes 555 North Gate Drive Mark Gorton San Rafael, CA 94903 Boutin Jones, Inc. 555 Capitol Mall, Suite 1500 Sacramento, CA 95814

153

Tri Counties Bank Ignacio Place Apartment 335 Enfrente Rd Novato, CA 94949 Tri Counties Bank Village Green Apts. 350 Robinson St. Sonoma, CA 95476 Tri Counties Bank Northgate Professional Center 899 Northgate Dr San Rafael, CA 94903 Tri Counties Bank Ignacio Hills Tennis & Garden Apts. 461 Ignacio Blvd Novato, CA 94949 Tri Counties Bank Ignacio Gardens 380 - 450 Alameda Del Prado Novato, CA 94949 Tri Counties Bank Pacheco Villa 1, 17, 30, 33 Clay Court Novato, CA 94949

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1 SCHEDULE 4 2 Schedule of Properties Subject to DOT Noteholders’ Deeds of Trust 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

155

Schedule – 4 Deed of Trust Investor Liens
Table 1 on page 156. Back to List of Tables
Property Address Recorded Document County of
Recordation
Recordation
Date
Document No.
Ignacio Hills Tennis &
Garden Apts.
475 Ignacio Boulevard
Novato, CA 94949
Deed of Trust Marin 12/13/2019 2019-0047363
Albion Terrace Apartments 225 Nova Albion Way
San Rafael, CA 94903
Deed of Trust and Assignment of Rents Marin 4/5/2019 2019-0011110
Northgate Apartments 825 Las Gallinas Avenue
San Rafael, CA 94903
Deed of Trust and Assignment of Rents Marin 4/12/2019 2019-0012047
Ignacio Hills Tennis &
Garden Apts.
445 Ignacio Boulevard
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 8/8/2019 2019-0028245
Lincoln Villa 1825 Lincoln Avenue
San Rafael, CA 94901
Deed of Trust and Assignment of Rents Marin 3/29/2019 2019-0010263
None None Deed of Trust Marin 2/14/2020 2020-005998
Fairway Apartments 1000 Ignacio Boulevard
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 11/29/2001 2001-0080192
None None Deed of Trust and Assignment of Rents Marin 4/5/2019 2019-0011109
Oak Hills Apartments 216 Marin Street
San Rafael, CA 94901
Deed of Trust and Assignment of Rents Marin 7/12/2019 2019-0024503
Ignacio Gardens 380-450 Alameda Del
Prado Blvd.
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 8/9/2019 2019-0028392

156

Table 1 on page 157. Back to List of Tables
Ignacio Hills Tennis &
Garden Apts.
461 Ignacio Boulevard
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 5/11/2018 2018-0016848
Ignacio Hills Tennis &
Garden Apts.
501 Alameda Del Prado
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 5/18/2017 2017-0020109
None None Deed of Trust and Assignment of Rents Marin 12/6/2018 2018-0041593
Hammondale 1 Hammondale Court
San Rafael, CA 94901
Deed of Trust and Assignment of Rents Marin 8/8/2019 2019-0028244
Mariners Landing 200 Gate 5 Road
Sausalito, CA 94965
Deed of Trust and Assignment of Rents Marin 12/6/2018 2018-0041582
Duffy Place 21-37 Duffy Place
San Rafael, CA 94901
Deed of Trust and Assignment of Rents Marin 6/24/2019 2019-0021826
Ignacio Lane 49 Ignacio Lane
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 6/24/2019 2019-0021824
None None Deed of Trust and Assignment of Rents Marin 6/24/2019 2019-0021825
885 Broadway 885 Broadway
Sonoma, CA 95476
Deed of Trust Sonoma 5/15/2020 2020-0037072
The Keys Center 353-359 Bel Marin Keys
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 2/6/2017 2017-0005217
Novato Court Apartments 1506 Vallejo Avenue
Novato, CA 94945
Deed of Trust and Assignment of Rents Marin 6/30/2017 2017-0026277
Las Gallinas Business
Center
117-121 Paul Drive
San Rafael, CA 94903
Deed of Trust and Assignment of Rents Marin 9/26/2016 2016-0043476
Prospect Drive 419 Prospect Drive
San Rafael, CA 94901
Deed of Trust and Assignment of Rents Marin 12/27/2017 2017-0051553
1129 3rd Street Apartments 1129 3rd Street
Novato, CA 94945
Deed of Trust and Assignment of Rents Marin 7/19/2019 2019-0025468

157

Table 1 on page 158. Back to List of Tables
350 Ignacio 350 Ignacio Boulevard,
Suite 101
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 8/28/2019 2019-0031011
None None Deed of Trust and Assignment of Rents Marin 8/28/2019 2019-0031013
350 Ignacio 350 Ignacio Boulevard,
Suite 103
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 8/28/2019 2019-0031011
None None Deed of Trust and Assignment of Rents Marin 8/28/2019 2019-0031013
350 Ignacio 350 Ignacio Boulevard,
Suite 200
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 2/6/2017 2017-0005216
350 Ignacio 350 Ignacio Boulevard,
Suite 201
Novato, CA 94949
Deed of Trust and Assignment of Rents Marin 5/18/2017 2017-0020106

158