HTML Document View

Full title: Ex Parte Motion for an Order Approving Relief Related to Solicitation Procedures for Amended Joint Chapter 11 Plan Filed by Debtor Professional Financial Investors, Inc. (Marum, J.). Related document(s) 554 Amended Chapter 11 Plan filed by Debtor Professional Financial Investors, Inc.. CORRECTIVE ENTRY: Clerk added linkage to document #554. Modified on 5/7/2021 (lb). (Entered: 05/06/2021)

Document posted on May 5, 2021 in the bankruptcy, 19 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

“Unless otherwise provided in the [Vote] Tabulation Rules described below, Claims of Investors in the PFI enterprise who may have invested through straight 10 notes, deeds of trust on PFI-owned property, or equity interests in PFI-managed 11 LLCs or LPs (the “Investors”) will be deemed temporarily allowed for voting purposes in an amount equal to the full stated amount in the Debtors’ schedules, 12 which was based on PFI’s records of the outstanding balance owed, regardless of whether such amount is designated as contingent . . ..”Please note that if you disagree with the amount listed below on your Ballot for voting purposes only and you believe you are entitled to vote a higher claim amount, and you modify such amount on the Ballot in accordance with the instructions below, YOU MUST SUBMIT YOUR MODIFIED PHYSICAL BALLOT VIA MAIL, OVERNIGHT COURIER OR HAND DELIVERY – YOU CANNOT SUBMIT SUCH MODIFIED BALLOTThis Ballot is submitted to you to solicit your vote to accept or reject the Amended Joint Chapter11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by theDebtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLCMembers Committee and the Ad Hoc DOT Noteholders Committee, dated as of April 9, 2021 (asmay be amended or modified, the “Plan”), which is being proposed by the above-captioneddebtors and debtors-in-possession Please note that if you disagree with the amountlisted below on your Ballot for voting purposes only and you believe you are entitled to vote ahigher claim amount, and you modify such amount on the Ballot in accordance with theinstructions below, YOU MUST SUBMIT YOUR MODIFIED PHYSICAL BALLOT VIAMAIL, OVERNIGHT COURIER OR HAND DELIVERY – YOU CANNOT SUBMIT SUCHMODIFIED BALLOTClaim Amount: $__________ Debtor(s): Professional Financial Investors, Inc.; Professional Investors Security Fund, Inc.; ProfessionalInvestors Security Fund I; Professional Investors Security Fund IV; Professional InvestorsSecurity Fund VII; Professional Investors Security Fund IX; Professional Investors SecurityFund XII; Professional Investors Security Fund XIII; Professional Investors Security Fund XIV;Professional Investors Security Fund XV; Professional Investors Security Fund XVII;Professional Investors Security Fund XVIII; Professional Investors 20, LLC; ProfessionalInvestors 21, LLC; Professional Investors 22, LLC; Professional Investors 23, LLC;Professional Investors 24, LLC; Professional Investors 25, LLC; Professional Investors 26,LLC; Professional Investors 27, LLC; Professional Investors 29, LLC; Professional Investors30, LLC; Professional Investors 31, LLC; Professional Investors 32, LLC; ProfessionalInvestors 33, LLC; Professional Investors 34, LLC; Professional Investors 35, LLC;Professional Investors 36, LLC; Professional Investors 37, LLC; Professional Investors 38,LLC; Professional Investors 39, LLC; Professional Investors 40, LLC; Professional Investors41, LLC; Profess

List of Tables

Document Contents

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) SHEPPARD, MULLIN, RICHTER & HAMPTON PACHULSKI STANG ZIEHL & JONES LL3 LLP Four Embarcadero Center, 17th Floor 150 California Street, 15th Floor 4 San Francisco, CA 94111-4019 San Francisco, CA 94111 Telephone: (415) 434-9100 Telephone: (415) 263-7000 5 Facsimile: (415) 434-3947 Facsimile: (415) 263-7010 Email: okatz@sheppardmullin.com E-mail: dgrassgreen@pszjlaw.com 6 bmarum@sheppardmullin.com jfiero@pszjlaw.com mklinger@sheppardmullin.com cmackle@pszjlaw.com 7 Counsel to the Official Committee of Counsel to Debtors and Debtors in Possession Unsecured Creditors 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN FRANCISCO DIVISION 12 Chapter 11 In re: 13 Case No. 20-30604 PROFESSIONAL FINANCIAL INVESTORS, INC., et al., 14 (Jointly Administered) 15 EX PARTE MOTION FOR AN ORDER Debtors. APPROVING RELIEF RELATED TO 16 SOLICITATION PROCEDURES FOR AMENDED JOINT CHAPTER 11 PLAN 17 18 19 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors i20 possession (collectively, with PFI, the “Debtors”)1 and the Official Committee of Unsecure21 Creditors (the “Committee” and together with the Debtors, the “Proponents”), submit this ex part22 motion (the “Motion”) for the entry of an order approving certain relief related to the solicitatio23 procedures for the Amended Joint Plan of Professional Financial Investors, Inc. and its Affiliate24 Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported b25 26 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found www.donlinrecano.com/pfi. The federal tax identification numbers of each of the Debtors is also available i28 the bankruptcy petitions of each Debtor, also available at the Donlin Recano website.

1

1 the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee filed on April 2 2021 as Dkt. No. 554 (the “Plan”). 3 Pursuant to its (A) Order (I) Approving the Plan Summary and Conditionally Approvin4 Disclosure Statement; (II) Scheduling Combined Hearing on Approval of Disclosure Statement an5 Confirmation of Plan and Approving the Form and Manner of Service of the Combined Hearin6 Notice; (III) Establishing Non-Investor Bar Dates for Filing Proofs of Claim; (IV) Approving For7 and Manner of Notice of Non-Investor Bar Dates; (V) Establishing Procedures for the Solicitatio8 and Tabulation of Votes on Plan; and (VI) Approving Related Matters entered on April 19, 2021 a9 Dkt. No. 575 (the “Solicitation Order”) and (B) Order Approving Ex Parte Motion for an Orde10 Approving Modified Ballots for Class 1 and Class 6 to vote on Amended Joint Chapter 11 Pla11 entered on April 20, 2021 as Dkt. No. 578 (the “Modified Ballot Order”), this Court has previousl12 approved certain relief related to the solicitation of votes on the Plan, including the forms of ballot13 to be used, the deadline for distributing solicitation packages regarding the Plan (“Solicitatio14 Packages”), and the rules for tabulating votes on the Plan. 15 The Proponents have now distributed Solicitation Packages to parties that are entitled to vot16 on the Plan, but implemented certain solicitation procedures that differ in small ways from th17 solicitation procedures approved by the Solicitation Order. The Proponents do not believe any part18 was prejudiced by these slightly different procedures and file this Motion primarily out of a19 abundance of caution. By way of this Motion, the Proponents seek entry of an order substantially i20 the form attached as Exhibit A that approves (i) their distribution of approximately thirty (321 solicitation packages (out of well over a thousand total) via overnight mail on April 23, 2021 rathe22 than via regular U.S. mail on April 22, 2021, (ii) their use of a form of Class 7 ballot that included 23 pre-populated claim amount for each claimant in such class, rather than requiring each such claima24 to write in the amount of its claim as in the previously approved form of Class 7 ballot, and (iii) the25 inclusion of the accrued interest due to investors pursuant to the Debtors’ books and records in th26 amount temporarily allowed for the affected investors’ voting purposes. 27 28

2

1 A. Timing of Distribution of Solicitation Packages 2 Pursuant to the Solicitation Order, the Solicitation Packages were to be sent for distributio3 not later than April 22, 2021. The Proponents were by and large able to comply with thi4 requirement and well over one thousand Solicitation Packages were distributed by that deadlin5 However, due to an oversight, Solicitation Packages regarding limited partnership interests in any o6 ten (10) limited partnership Debtors were not served by April 22, 2021.2 Instead, the Proponent7 caused Solicitation Packages to be served on the approximately thirty (30) different investors th8 hold such interests (collectively, the “Limited Partners”) on the very next day (April 23, 2021) vi9 overnight delivery. Given that the Limited Partners’ Solicitation Packages were sent via overnig10 delivery, the Proponents believe that the Limited Partners received their ballots earlier than if thei11 Solicitation Packages had been sent via regular U.S. mail on April 22, 2021. As such, the Limite12 Partners will not suffer any prejudice due to the fact their Solicitation Packages were sent on Apr13 23, 2021. 14 By way of this Motion, the Proponents request the Court approve their distribution of th15 Limited Partners’ Solicitation Packages via overnight mail on April 23, 2021 rather than via regula16 U.S. mail on April 22, 2021. 17 B. Form of Ballot Used for Class 7 (Other Unsecured Claims) 18 The form of Class 7 ballot approved by the Solicitation Order required claimants in suc19 class to write in the amount of their claim. Following the entry of the Solicitation Order and th20 Modified Ballot Order, and just before distributing Solicitation Packages, the Proponents realize21 that all the claimants in Class 7 had either filed a proof of claim or had a scheduled claim that wa22 not marked as contingent, unliquidated or disputed and, therefore, each Class 7 ballot could be pr23 populated with a claim amount. For the convenience of the Class 7 claimants, the Proponent24 elected to pre-populate each Class 7 ballot with the scheduled or filed amount and included such 25 pre-populated ballot in the Solicitation Packages sent to Class 7 claimants. 26 By way of this Motion, the Proponents seek approval of the modified ballot they used f27 Class 7, substantially in the form attached to this Motion as Exhibit B (the “Modified Class 28

3

1 Ballot”), which Modified Class 7 Ballot includes a pre-populated claim amount.3 A redline showin2 the difference between the Modified Class 7 Ballot and the Approved Class 7 Ballot is attached t3 this Motion as Exhibit C. 4 C. Accrued and Unpaid Interest Factored into Some Investor Claim Amounts fo5 Voting Purposes 6 Pursuant to the Solicitation Order, this Court approved certain Vote Tabulation Rules that th7 Proponents filed on April 16, 2021 as Dkt. No. 574. Those Vote Tabulation Rules provided tha8 among other things: 9 “Unless otherwise provided in the [Vote] Tabulation Rules described below, Claims of Investors in the PFI enterprise who may have invested through straight 10 notes, deeds of trust on PFI-owned property, or equity interests in PFI-managed 11 LLCs or LPs (the “Investors”) will be deemed temporarily allowed for voting purposes in an amount equal to the full stated amount in the Debtors’ schedules, 12 which was based on PFI’s records of the outstanding balance owed, regardless of whether such amount is designated as contingent . . ..” 13 14 The Proponents now realize that the Vote Tabulation Rules may not have clearly identifie15 that in at least some instances, the outstanding balance owed to investors that invested throug16 straight notes and/or deeds of trust on PFI-owned property (as such balance is set forth in PFI’17 records), included unpaid interest that had accrued through the relevant Debtor’s petition date. I18 these instances, the ballot(s) sent to affected investors included such interest, and the amount of suc19 interest will be included in the amount temporarily allowed for such investors’ voting purposes. 20 By way of this Motion, the Proponents seek this Court’s explicit approval to include suc21 interest in the amount temporarily allowed for such investors’ voting purposes. 22 WHEREFORE, the Proponents respectfully request that the Court enter an order grantin23 the relief sought in this Motion and substantially in the form attached as Exhibit A. 24 25 26 27 28 3 In this respect, the Modified Class 7 Ballot is similar to the approved ballot for the investor classes (Class 4 and Class

4

1 Dated: May 6, 2021 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 2 By: /s/ J. Barrett Marum 3 Ori Katz J. Barrett Marum 4 Matt Klinger 5 Attorneys for the Debtors 6 Dated: May 6, 2021 PACHULSKI STANG ZIEHL & JONES LLP 7 8 By: /s/ Cia Mackle Debra Grassgreen 9 John D. Fiero Cia H. Mackle 10 Attorneys for the Official Committee of Unsecure 11 Creditors 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

5

1 EXHIBIT A 2 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) 3 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) SHEPPARD, MULLIN, RICHTER & HAMPTON PACHULSKI STANG ZIEHL & JONES LL4 LLP Four Embarcadero Center, 17th Floor 150 California Street, 15th Floor 5 San Francisco, CA 94111-4019 San Francisco, CA 94111 Telephone: (415) 434-9100 Telephone: (415) 263-7000 6 Facsimile: (415) 434-3947 Facsimile: (415) 263-7010 Email: okatz@sheppardmullin.com E-mail: dgrassgreen@pszjlaw.com 7 bmarum@sheppardmullin.com jfiero@pszjlaw.com mklinger@sheppardmullin.com cmackle@pszjlaw.com 8 Counsel to the Official Committee of Counsel to Debtors and Debtors in Possession Unsecured Creditors 9 10 UNITED STATES BANKRUPTCY COURT 11 NORTHERN DISTRICT OF CALIFORNIA 12 SAN FRANCISCO DIVISION 13 Chapter 11 In re: 14 Case No. 20-30604 PROFESSIONAL FINANCIAL 15 INVESTORS, INC., et al., (Jointly Administered) 16 [PROPOSED] ORDER APPROVING EX PART Debtors. MOTION FOR AN ORDER APPROVING 17 RELIEF RELATED TO SOLICITATION PROCEDURES FOR AMENDED JOINT 18 CHAPTER 11 PLAN 19 20 21 This Court, having considered the Ex Parte Motion for an Order Approving Relief Related t22 Solicitation Procedures for Amended Joint Chapter 11 Plan (the “Motion”), filed by Professional 23 Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors in possession (collectively, 24 with PFI, the “Debtors”)4 and the Official Committee of Unsecured Creditors (the “Committee” and25 26 4 A complete list of the Debtors and their respective chapter 11 case numbers may be found www.donlinrecano.com/pfi. The federal tax identification numbers of each of the Debtors is also available i27 the bankruptcy petitions of each Debtor, also available at the Donlin Recano website. As discussed hereifor purposes of this Motion, the term “Debtors” also shall include PFI Glenwood LLC, which is expected t28 be filed for bankruptcy protection shortly as part of these cases.

6

1 together with the Debtors, the “Proponents”) on May 6, 2021 as Docket No. [●], and finding that 2 proper notice was given and that good cause exists therefore; 3 ORDERS as follows: 4 1. The Motion is GRANTED. Capitalized terms not defined in this Order shall have 5 the meanings given to them in the Motion. 6 2. The Proponents’ distribution of the Limited Partners’ Solicitation Packages via 7 overnight mail on April 23, 2021 rather than via regular U.S. mail on April 22, 2021 is approved. 8 3. The modified ballot the Proponents used for Class 7, substantially in the form 9 attached to the Motion as Exhibit B, is approved. 10 4. The Proponents are authorized to include interest in the amount temporarily allowed 11 for investors’ voting purposes, as set forth in the Motion. 12 ***END OF [PROPOSED] ORDER*** 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

7

EXHIBIT B (Modified Class 7 Ballot)

8

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Chapter 11 In re: Case No. 20-30604 PROFESSIONAL FINANCIAL INVESTORS, INC., et al., (Jointly Administered) Debtors. BALLOT FOR ACCEPTING OR REJECTING JOINT CHAPTER 11 PLAN OF PROFESSIONAL FINANCIAL INVESTORS, INC. AND ITS AFFILIATED DEBTORS PROPOSED BY THE DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS CLASS 7 – OTHER UNSECURED CLAIMS THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS MAY 13, 2021 AT 4:00 P.M. (PACIFIC TIME) This Ballot is submitted to you to solicit your vote to accept or reject 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, dated as of April 9, 2021 (as may be amended or modified, the “Plan”), which is being proposed by the above-captioned debtors and debtors-in-possession (the “Debtors”) and Official Committee of Unsecured Creditors (the “Committee” and, together with the Debtors, the “Proponents”) and which is described in the accompanying executive summary of the Plan (the “Plan Summary”) and the accompanying disclosure statement, dated April 16, 2021 (the “Disclosure Statement”). On April 19, 2021, the Bankruptcy Court entered an order approving certain procedures and materials for the solicitation of votes to accept or reject the Plan (the “Solicitation Procedures Order”). Capitalized terms used in this Ballot and the attached instructions that are not otherwise defined have the meanings given to them in the Plan. The Plan Summary and the Disclosure Statement provide information to assist you in deciding how to vote your Ballot. You should review the Plan Summary, the Disclosure Statement and the Plan before you vote. You may wish to seek legal advice concerning the Plan and your classification and treatment under the Plan. The Plan may be made binding on you whether or not you vote if the Plan (a) is accepted by the holders of at least two-thirds in amount and more than one-half in number of the claims in each impaired Class of claims who vote on the Plan; (b) otherwise satisfies the applicable requirements of section 1129(a) of the Bankruptcy Code; and (c) the Bankruptcy Court enters an order confirming the Plan. Even if the requisite acceptances are not obtained, however, the Bankruptcy Court may still confirm the Plan if the Bankruptcy Court finds that the Plan (a) provides fair and equitable treatment to, and does not unfairly discriminate against, the Class or Classes rejecting the Plan; and (b) otherwise satisfies the requirements of section 1129(b) of the Bankruptcy Code.

9

This Ballot is solely for purposes of voting to accept or reject the Plan. This Ballot is not for the purpose of allowance or disallowance of, or distribution on account of, Other Unsecured Claims in Class 7. There are two ways by which you may submit your Ballot: (i) you may submit your Ballot via the Voting Agent’s online e-balloting portal (the “E-Balloting Portal”) as directed below, or (ii) you may return your Ballot to the Voting Agent via mail, overnight courier, or hand delivery by following the instructions set forth below. Please note that if you disagree with the amount listed below on your Ballot for voting purposes only and you believe you are entitled to vote a higher claim amount, and you modify such amount on the Ballot in accordance with the instructions below, YOU MUST SUBMIT YOUR MODIFIED PHYSICAL BALLOT VIA MAIL, OVERNIGHT COURIER OR HAND DELIVERY – YOU CANNOT SUBMIT SUCH MODIFIED BALLOT VIA THE ONLINE E-BALLOTING PORTAL. If you have any questions on how to properly complete this Ballot, please contact Donlin Recano at 1-877-283-0316 or email pfiinfo@donlinrecano.com. Please be advised that Donlin Recano cannot provide legal advice. For your vote to be counted, this Ballot must be properly completed, signed, and returned so that it is actually received by the Voting Agent by no later than the Voting Deadline of 4:00 p.m. (Pacific Time) on May 13, 2021. Please submit a Ballot with your vote by one of the following methods:
Table 1 on page 10. Back to List of Tables
If Submitting Your Vote Through the E-
Balloting Portal:
Donlin Recano will accept Ballots if
properly completed through the E-
Balloting Portal. To submit your Ballot
via the E-Balloting Portal,
https://www.donlinrecano.com/clients/pfi/v
ote
Unique E-Ballot
ID#:_________________________
If by First Class Mail:
Professional Financial Investors, Inc., et al.,
c/o Donlin, Recano & Co., Inc.
P.O. Box 199043
Blythebourne Station, Brooklyn, NY 11219

A pre-addressed return envelope has been
enclosed for your convenience.
If by Overnight Courier or Hand Delivery:
Professional Financial Investors, Inc., et al.,
c/o Donlin, Recano & Co., Inc.
6201 15th Avenue
Brooklyn, NY 11219
DO NOT SUBMIT YOUR BALLOT TO
THE BANKRUPTCY COURT
Donlin Recano’s E-Balloting Portal is the sole manner in which Ballots will be accepted via electronic or online transmission. Ballots submitted by facsimile, email or other means of

10

electronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in your electronic Ballot. Please complete and submit an electronic Ballot for each E-Ballot ID# you receive, as applicable. Ballots received after 4:00 p.m. (Pacific Time) on May 13, 2021 will not be counted. Ballots submitted by e-mail or facsimile transmission will not be accepted. PLEASE COMPLETE THE FOLLOWING: Item 1. Amount of Class 7 Claim. For purposes of voting to accept or reject the Plan, the undersigned certifies that the undersigned holds an Other Unsecured Claim in Class 7 against the Debtors listed below in the amount set forth below. Claim Amount: $ [to be pre-populated with amount and applicable Debtor] THE AMOUNTS LISTED HEREIN, WHETHER YOU MODIFY THEM OR NOT ARE FOR VOTING PURPOSES ONLY. THEY DO NOT GOVERN THE AMOUNT OF YOUR CLAIM FOR DISTRIBUTION PURPOSES. If you believe the amount listed above is incorrect and you believe you are entitled to vote a higher claim amount, please modify the amount, and check here. If you do not check this box, the amount of your claim for voting purposes will not be modified:  I declare under penalty of perjury that the Claim amount listed in the table above is INCORRECT, and that I am entitled to vote the amount hand-written above. The Debtors reserve the right to object to the amount you write in. Any such objection will be made by May 20, 2021. Item 2. Vote on the Plan. The undersigned Holder of an Other Unsecured Claim in Class 7 in the amount set forth in Item 1 above hereby votes to: Check one box only: ☐ Accept (vote FOR) the Plan ☐ Reject (vote AGAINST) the Plan THE PROPONENTS RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. Item 3. Acknowledgement. By signing this Ballot, the undersigned acknowledges receipt of the Disclosure Statement and the other applicable solicitation materials and certifies that the undersigned is the claimant or has the power and authority to vote to accept or reject the Plan on behalf of the claimant. The undersigned understands that, if this Ballot is otherwise validly executed but is not timely submitted, does not indicate either acceptance or rejection of the Plan or indicates both an acceptance and rejection of the Plan, this Ballot will not be counted as having been cast. YOUR RECEIPT OF THIS BALLOT DOES NOT SIGNIFY THAT YOUR CLAIM HAS BEEN OR WILL BE ALLOWED.

11

Name of Holder: (Print or Type) Signature: Name of Signatory: Title of Signatory: Address: Email Address: Date Completed: If your address or contact information has changed, please note the new information here.

12

EXHIBIT C (Redline of Modified Class 7 Ballot)

13

UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISION Chapter 11 In re: Case No. 20-30604 PROFESSIONAL FINANCIAL INVESTORS, INC., et al., (Jointly Administered) Debtors. BALLOT FOR ACCEPTING OR REJECTING JOINT CHAPTER 11 PLAN OF PROFESSIONALFINANCIAL INVESTORS, INC. AND ITS AFFILIATED DEBTORS PROPOSED BY THEDEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS CLASS 7 – OTHER UNSECURED CLAIMS THE VOTING DEADLINE TO ACCEPT OR REJECT THE PLAN IS MAY 13, 2021 AT 4:00 P.M. (PACIFIC TIME) This Ballot is submitted to you to solicit your vote to accept or reject the Amended Joint Chapter11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by theDebtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLCMembers Committee and the Ad Hoc DOT Noteholders Committee, dated as of April 9, 2021 (asmay be amended or modified, the “Plan”), which is being proposed by the above-captioneddebtors and debtors-in-possession (the “Debtors”) and Official Committee of UnsecuredCreditors (the “Committee” and, together with the Debtors, the “Proponents”) and which isdescribed in the accompanying executive summary of the Plan (the “Plan Summary”) and theaccompanying disclosure statement, dated April 16, 2021 (the “Disclosure Statement”). OnApril 19, 2021, the Bankruptcy Court entered an order approving certain procedures andmaterials for the solicitation of votes to accept or reject the Plan (the “Solicitation ProceduresOrder”). Capitalized terms used in this Ballot and the attached instructions that are not otherwisedefined have the meanings given to them in the Plan. The Plan Summary and the Disclosure Statement provide information to assist you in decidinghow to vote your Ballot. You should review the Plan Summary, the Disclosure Statement andthe Plan before you vote. You may wish to seek legal advice concerning the Plan and yourclassification and treatment under the Plan. The Plan may be made binding on you whether or not you vote if the Plan (a) is accepted by theholders of at least two-thirds in amount and more than one-half in number of the claims in eachimpaired Class of claims who vote on the Plan; (b) otherwise satisfies the applicablerequirements of section 1129(a) of the Bankruptcy Code; and (c) the Bankruptcy Court enters anorder confirming the Plan. Even if the requisite acceptances are not obtained, however, theBankruptcy Court may still confirm the Plan if the Bankruptcy Court finds that the Plan (a)provides fair and equitable treatment to, and does not unfairly discriminate against, the Class orClasses rejecting the Plan; and (b) otherwise satisfies the requirements of section 1129(b) of the

14

Bankruptcy Code. This Ballot is solely for purposes of voting to accept or reject the Plan. This Ballot is not for thepurpose of allowance or disallowance of, or distribution on account of, Other Unsecured Claimsin Class 7. There are two ways by which you may submit your Ballot: (i) you may submit your Ballot via theVoting Agent’s online e-balloting portal (the “E-Balloting Portal”) as directed below, or (ii) youmay return your Ballot to the Voting Agent via mail, overnight courier, or hand delivery byfollowing the instructions set forth below. Please note that if you disagree with the amountlisted below on your Ballot for voting purposes only and you believe you are entitled to vote ahigher claim amount, and you modify such amount on the Ballot in accordance with theinstructions below, YOU MUST SUBMIT YOUR MODIFIED PHYSICAL BALLOT VIAMAIL, OVERNIGHT COURIER OR HAND DELIVERY – YOU CANNOT SUBMIT SUCHMODIFIED BALLOT VIA THE ONLINE E-BALLOTING PORTAL. If you have any questions on how to properly complete this Ballot, please contact Donlin Recanoat 1-877-283-0316 or email pfiinfo@donlinrecano.com. Please be advised that Donlin Recanocannot provide legal advice. For your vote to be counted, this Ballot must be properly completed, signed, and returnedso that it is actually received by the Voting Agent by no later than the Voting Deadline of4:00 p.m. (Pacific Time) on May 13, 2021. Please submit a Ballot with your vote by one ofthe following methods: If Submitting Your Vote Through the If by First Class Mail: E-Balloting Portal: Professional Financial Investors, Inc., et al., Donlin Recano will accept Ballots if c/o Donlin, Recano & Co., Inc. properly completed through the P.O. Box 199043 E-Balloting Portal. To submit your Blythebourne Station, Brooklyn, NY 11219Ballot via the E-Balloting Portal, https://www.donlinrecano.com/clients/pfi/ A pre-addressed return envelope has beenvote enclosed for your convenience. Unique E-Ballot ID#:_________________________ If by Overnight Courier or Hand Delivery: Professional Financial Investors, Inc., et al., DO NOT SUBMIT YOUR BALLOT TO c/o Donlin, Recano & Co., Inc. THE BANKRUPTCY COURT 6201 15th Avenue Brooklyn, NY 11219

15

Donlin Recano’s E-Balloting Portal is the sole manner in which Ballots will be accepted viaelectronic or online transmission. Ballots submitted by facsimile, email or other means ofelectronic transmission will not be counted. Each E-Ballot ID# is to be used solely for voting only those Claims described in your electronicBallot. Please complete and submit an electronic Ballot for each E-Ballot ID# you receive, asapplicable. Ballots received after 4:00 p.m. (Pacific Time) on May 13, 2021 will not be counted. Ballotssubmitted by e-mail or facsimile transmission will not be accepted. PLEASE COMPLETE THE FOLLOWING: Item 1. Amount of Class 7 Claim. For purposes of voting to accept or reject the Plan,the undersigned certifies that the undersigned holds an Other Unsecured Claim in Class 7 againstthe Debtors listed below in the amount set forth below. Claim Amount: $__________ Debtor(s): Professional Financial Investors, Inc.; Professional Investors Security Fund, Inc.; ProfessionalInvestors Security Fund I; Professional Investors Security Fund IV; Professional InvestorsSecurity Fund VII; Professional Investors Security Fund IX; Professional Investors SecurityFund XII; Professional Investors Security Fund XIII; Professional Investors Security Fund XIV;Professional Investors Security Fund XV; Professional Investors Security Fund XVII;Professional Investors Security Fund XVIII; Professional Investors 20, LLC; ProfessionalInvestors 21, LLC; Professional Investors 22, LLC; Professional Investors 23, LLC;Professional Investors 24, LLC; Professional Investors 25, LLC; Professional Investors 26,LLC; Professional Investors 27, LLC; Professional Investors 29, LLC; Professional Investors30, LLC; Professional Investors 31, LLC; Professional Investors 32, LLC; ProfessionalInvestors 33, LLC; Professional Investors 34, LLC; Professional Investors 35, LLC;Professional Investors 36, LLC; Professional Investors 37, LLC; Professional Investors 38,LLC; Professional Investors 39, LLC; Professional Investors 40, LLC; Professional Investors41, LLC; Professional Investors 42, LLC; Professional Investors 43, LLC; ProfessionalInvestors 44, LLC; Professional Investors 45, LLC; Professional Investors 46, LLC;Professional Investors 47, LLC; Professional Investors 48, LLC; Professional Investors 49, LLCClaim Amount: $ [to be pre-populated with amount and applicable Debtor]THE AMOUNTS LISTED HEREIN, WHETHER YOU MODIFY THEM OR NOT ARE FORVOTING PURPOSES ONLY. THEY DO NOT GOVERN THE AMOUNT OF YOUR CLAIMFOR DISTRIBUTION PURPOSES. If you believe the amount listed above is incorrect and you believe you are entitled to vote ahigher claim amount, please modify the amount, and check here. If you do not check this box,the amount of your claim for voting purposes will not be modified:  I declare under penalty of perjury that the Claim amount listed in the table above is INCORRECT,and that I am entitled to vote the amount hand-written above. The Debtors reserve the right to object to the amount you write in. Any such objection will be made by May 20, 2021.

16

Item 2. Vote on the Plan. The undersigned Holder of an Other Unsecured Claim inClass 67 in the amount set forth in Item 1 above hereby votes to: Check one box only: ☐ Accept (vote FOR) the Plan ☐ Reject (vote AGAINST) the Plan THE PROPONENTS RECOMMEND THAT YOU VOTE TO ACCEPT THE PLAN. Item 3. Acknowledgement. By signing this Ballot, the undersigned acknowledgesreceipt of the Disclosure Statement and the other applicable solicitation materials and certifiesthat the undersigned is the claimant or has the power and authority to vote to accept or reject thePlan on behalf of the claimant. The undersigned understands that, if this Ballot is otherwisevalidly executed but is not timely submitted, does not indicate either acceptance or rejection ofthe Plan or indicates both an acceptance and rejection of the Plan, this Ballot will not be countedas having been cast. YOUR RECEIPT OF THIS BALLOT DOES NOT SIGNIFY THAT YOUR CLAIM HASBEEN OR WILL BE ALLOWED.

17

Name of Holder: (Print or Type) Signature: Name of Signatory: Title of Signatory: Address: Email Address: Date Completed: If your address or contact information has changed, please note the new information here.

18

Summary report: Litera® Change-Pro for Word 10.10.0.103 Document comparison done on5/6/2021 2:36:22 PM Style name: SMRH Standard Intelligent Table Comparison: Active Original filename: Class 7 Ballot.docx Modified filename: Revised Class 7 Ballot.docx Changes: Add 4 Delete 3 Move From 0 Move To 0 Table Insert 1 Table Delete 1 Table moves to 0 Table moves from 0 Embedded Graphics (Visio, ChemDraw, Images etc.) 0 Embedded Excel 0 Format changes 0 Total Changes: 9

19