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Full title: Amended Motion for Sale of Property Filed by Debtor Professional Financial Investors, Inc. (Attachments: # 1 Declaration of Andrew Hinkelman # 2 Declaration of Scott Gerber # 3 Declaration of Tom Neville) (Marum, J.) DEFECTIVE ENTRY: Incorrect docket event selected. Modified on 5/7/2021 (lb). CORRECTIVE ENTRY: Clerk added/modified/removed Party Filer(s) to reflect PDF. Modified on 5/7/2021 (lb). (Entered: 05/06/2021)

Document posted on May 5, 2021 in the bankruptcy, 68 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The following shall be apportioned and adjusted between Seller and Purchaser as of 11:59 p.m. (California time) the day preceding the Closing Date, except as otherwise specified: (a) rents and additional rents (if any and as defined in the Tenant Leases) under or in respect of the Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period; (b) any real property taxes, water and sewer rents and charges; any tax credit or refund collected as a result of any real property tax appeal; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period.If any Tenant under a Tenant Lease is in arrears in the payment of rent, or other charges, payments received from such Tenant after the Closing shall be applied in the following order of priority: first, to current rents and other sums due Purchaser as the current owner of the Property and landlord under the Tenant Leases, and the balance to any delinquent sums owing to Seller under the Tenant Leases.Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties as to the truth, accuracy or completeness of any materials, data or other information supplied to Purchaser in connection with Purchaser’s inspection of the Property (e.g., that such materials are complete, accurate or the final version thereof, or that all such materials are in Seller’s possession).If, prior to the Closing, an action is initiated to take all or any portion of any Apartment Complex by eminent domain proceedings or by deed in lieu thereof (a “Condemnation”), Seller, upon receipt of written notice of such action from any Governmental Entity, shall immediately give Purchaser written notice of such Condemnation stating the amount, type and location of such Condemnation (a “Condemnation Notice”). Purchaser agrees to cooperate with Seller in all respects in effecting such Exchange, including, without limitation, by executing and delivering such documents as may be customarily required in such exchange transactions, provided that Purchaser shall not be required to incur any expense or additional obligation in connection therewith nor shall any such Exchange delay the Closing Date.

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Document Contents

1 SHEPPARD, MULLIN, RICHTER & Richard A. Lapping (SBN: 107496) HAMPTON LLP TRODELLA & LAPPING LLP 2 A Limited Liability Partnership 540 Pacific Avenue Including Professional Corporations San Francisco, CA 94133 3 ORI KATZ, Cal. Bar No. 209561 Telephone: (415) 399-1015 J. BARRETT MARUM, Cal. Bar No. 228628 Facsimile: (415) 651-9004 4 MATT KLINGER, Cal. Bar No. 307362 Email: Rich@TrodellaLapping.com GIANNA SEGRETTI, Cal. Bar No. 323645 5 Four Embarcadero Center, 17th Floor Conflicts Counsel for the Debtors San Francisco, California 94111-4109 6 Telephone: 415.434.9100 Facsimile: 415.434.3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 mklinger@sheppardmullin.com gsegretti@sheppadmullin.com 9 Counsel for the Debtors 10 UNITED STATES BANKRUPTCY COURT 11 NORTHERN DISTRICT OF CALIFORNIA , SAN FRANCISCO DIVISION 12 In re Case No. 20-30604 13 PROFESSIONAL FINANCIAL (Jointly Administered) 14 INVESTORS, INC., et al.,1 Chapter 11 15 Debtors. AMENDED MOTION FOR ORDER (I) 16 AUTHORIZING PROFESSIONAL INVESTORS 49, LLC TO CONSUMMAT 17 THE NON-ORDINARY COURSE OF BUSINESS SALE OF CERTAIN 18 COMMERCIAL REAL PROPERTY AND (II) GRANTING RELATED RELIEF 19 Hearing Requested on Shortened Time for: 20 Date: May 20, 2021 21 Time: 10:00 a.m. Place: Telephonic/Video Appearances Only 22 450 Golden Gate Avenue 16th Floor, Courtroom 19 23 San Francisco, CA 94102 Judge: Hon. Hannah L. Blumenstiel 24 POTENTIALLY AFFECTED Homestreet Bank, a Washington State Chartered 25 LIENHOLDERS: Commercial Bank; Marin County Tax Collector 26 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found at www.donlinerecano.com/pfi. The federal tax identification numbers of each of the Debtors is also

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1 I. 2 INTRODUCTION 3 Professional Investors 49, LLC (“LLC 49”) hereby moves (the “Motion”) the Cour4 for an order under sections 105(a) and 363 of title 11 of the United States Code (the 5 “Bankruptcy Code”) (i) authorizing LLC 49 to consummate the private sale (the “Propose6 Sale”) of the commercial real property LLC 49 owns at 1732 Lincoln Avenue, San Rafael,7 California 94901 (the “Property”) to Over the Fence, LLC (the “Buyer”), pursuant to a 8 purchase and sale agreement between LLC 49 and the Buyer (the “Purchase Agreement”) 9 attached to this Motion as Exhibit A, (ii) granting the protections afforded by Section 10 363(m) to the Buyer, (iii) authorizing the sale of the Property free and clear of liens, and 11 (iv) granting related relief. 12 As further set forth below, the Proposed Sale follows extensive marketing of the 13 Property, which yielded seven purchase offers, and an arm’s-length negotiation process 14 between LLC 49 and the Buyer involving highly-qualified real estate agents on both sides. 15 Moreover, if consummated, the Proposed Sale will represent the termination of a 16 significant liability for LLC 49 and its estate and will provide substantial tangible and 17 direct benefits and value to LLC 49, its estate, and creditors. Specifically, the Property is 18 presently operating at a significant loss and is in dire need of extensive repair work. 19 Moreover, the Property is currently subject to a $4.15 million Deed of Trust. By selling 20 the Property, LLC 49 will no longer be responsible for covering the costs to maintain or 21 repair the Property, nor will it continue to incur monthly mortgage obligations for the 22 Property. Additionally, LLC 49’s estate will receive the benefit of the net proceeds of the 23 Proposed Sale, which are estimated to be at least $700,000. LLC 49 has determined in its 24 business judgment that the Proposed Sale is the most viable, fair, and best option currently25 available to maximize the value of the Property for the benefit of its estates and creditors. 26 This Motion is based on the discussion below, the Declaration of Andrew 27 Hinkelman, Declaration of Scott Gerber, and the Declaration of Tom Neville, each filed

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1 oral and documentary evidence as may be presented prior to or at the time of the hearing 2 on the Motion. 3 II. 4 BACKGROUND 5 A. The Debtors’ Bankruptcy2 6 On July 16, 2020, Jacques Achsen, Samuel Goldberger, Elizabeth Goldblatt, Arthu7 Indenbaum, Andrew Michaels, Mary Michaels, and Joel Rubenzahl, each of whom assert 8 they are creditors of Professional Investors Security Fund, Inc. (“PISF”), commenced an 9 involuntary chapter 11 bankruptcy action against PISF, Case No. 20-30579 (the “PISF 10 Case”). On July 26, 2020, PISF filed a consent to the entry of an order for relief in the 11 PISF Case, entered by the Court on July 27, 2020. 12 On July 26, 2020, Professional Financial Investors Inc. (“PFI,” and together with 13 PISF, the “Original Debtors”) commenced its bankruptcy case, by filing a voluntary 14 chapter 11 petition. Subsequently, PFI commenced involuntary petitions against all but 15 two of its affiliated limited liability companies and limited partnerships (the “LLC/LP 16 Debtors”). On November 20, 2020, under authority granted by the Bankruptcy Court, PFI17 commenced involuntary petitions against twenty-nine of the LLC/LP Debtors and on 18 December 11, 2020, PFI consented to such involuntary petitions and the Court entered 19 orders for relief. On February 3, 2021 and February 4, 2021, PFI commenced involuntary20 petitions against ten additional LLC Debtors, including LLC 49.3 On February 17, 2021, 21 PFI consented to the ten additional involuntary petitions and on February 18, 2021, the 22 Court entered orders for relief. The Debtors’ Chapter 11 Cases are jointly administered 23 under Case No. 20-30604. 24 25 26 2 The Declaration of Michael Hogan in Support of the Bankruptcy Filing and Early Case Administration Motions filed on July 26, 2020 as Dkt. No. 5 (the “First Day Hogan Declaration”) contains a detailed 27 discussion of the background and capital structure of PFI and PISF, and the events leading to these chapter11 cases.

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1 On August 19, 2020, the Office of the United States Trustee appointed the Official 2 Committee of Unsecured Creditors (“OCUC”). Meanwhile, certain parties with a 3 membership interest in limited liability companies formed and controlled by PFI have 4 formed an ad hoc committee of LLC members (the “Ad Hoc Committee of LLC 5 Members”) and certain lenders to the Debtors who are secured by a deed of trust on 6 property owned by one of the Debtors have also formed into an ad hoc committee of DOT7 holders (the “Ad Hoc Committee of DOT Holders,” and collectively with the OCUC and 8 the Ad Hoc Committee of LLC Members, the “Committees”). 9 B. The Debtors’ Prior Management and Fraud 10 PISF was founded in 1983 and PFI was founded in 1990. Both companies were 11 founded as real estate investment and management firms specializing in multi-unit 12 residential and commercial properties in Northern California. In 1990, PFI hired Lewis 13 Wallach (“Mr. Wallach”) as a bookkeeper. The Debtors’ now-deceased founder, Kenneth14 Casey, served as the sole director, officer, and shareholder of PFI until 1998, when Mr. 15 Wallach took over as president of PFI. Mr. Wallach continued to serve as president of PF16 until June 2020, when he was asked to resign. 17 It appears that from at least 2007, PFI and the rest of the Debtors were operated by 18 Mr. Casey and Mr. Wallach as a Ponzi scheme, with both men separately misappropriatin19 and embezzling company and investor funds. From at least September 2015 through May20 2020, Mr. Wallach misappropriated more than $26 million from investors in the Debtors a21 part of the fraudulent scheme. Mr. Wallach used these misappropriated funds to enrich 22 himself and has admitted to his role in operating the fraudulent scheme involving the 23 Debtors and their affiliates, including his misappropriation of investor funds. 24 As a result of Mr. Wallach’s fraud involving the Debtors, he is currently the 25 defendant in (i) an action brought by the Securities and Exchange Commission before the 26 United States District Court, Northern District of California, San Francisco Division, as 27 Case No. 20-cv-06756 and (ii) criminal proceedings initiated by the Department of Justice

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1 and pending in the United States District Court, Northern District of California, San 2 Francisco Division, as Case No. CR20- 365MMC. 3 C. Background Regarding the Property 4 LLC 49 obtained title to the Property along with Carolyn Lee Walker Davis, 5 Trustee of the Walker Davis Family Trust Agreement Dated November 4, 2017 (the 6 “Walker Davis Trust”) as tenants in common by a Grant Deed recorded in the official 7 records of Marin County, California on January 30, 2020 (the “Grant Deed”).4 8 LLC 49 obtained a preliminary title report for the Property (the “Prelim”), which 9 report shows that the Property is subject to (i) delinquent property taxes in the amount of 10 $63,778.78 plus an associated penalty in the amount of $3,188.93 (as of March 25, 2021), 11 (ii) a supplemental assessment for the tax year 2019-2020 in the amount of $10,133.67 12 plus an associated penalty in the amount of $1,013.36 (as of March 25, 2021), (iii) a 13 supplemental assessment for the tax year 2020-2021 in the amount of $23,742.78 plus an 14 associated penalty in the amount of $2,374.27 (as of March 25, 2021), and (iv) a Deed of 15 Trust dated January 23, 2020 (the “Deed of Trust”) in favor of Homestreet Bank, a 16 Washington State Chartered Commercial Bank (“Homestreet”), which Deed of Trust state17 that it secures a promissory note made by LLC 49 and the Walker Davis Trust in the 18 amount of $4,150,000.00 (the “Note”) and the performance of the covenants and 19 agreements under the Deed of Trust and the Note. 20 Presently the Property is in disrepair and in need of extensive deferred repairs to 21 return the property to normal operations. Given the present condition of the Property, 22 thirteen of its nineteen units are vacant due to life safety issues and cannot be occupied 23 until the needed repairs are completed. Because only six of the nineteen units are occupie24 by tenants and generating income, LLC 49 is operating the Property at a monthly deficit 25 and cannot afford to complete the critical repairs needed. 26 27

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1 D. Marketing of the Property and Sale Process 2 Pursuant to an order of this Court entered on April 8, 2021 as Dkt. No. 551, LLC 43 engaged Scott Gerber (“Mr. Gerber”) of Meridian Commercial as its commercial real 4 estate agent to market the Property. Mr. Gerber is the Managing Director of Meridian 5 Commercial, has been working in the commercial real estate market since 1989, is the 6 former President of the North Coast Rental Housing Association, and is presently the top 7 apartment broker in Marin and Sonoma Counties. During his career, Mr. Gerber estimate8 that he has handled the sale of more than 8,000 units with a total value of well over $1 9 billion. 10 Subsequent to his engagement by LLC 49, Mr. Gerber prepared marketing material11 for the Property with an original list price of $5,100,000. Mr. Gerber specifically markete12 the Property to over two-hundred ninety qualified and vetted principals and agents with 13 knowledge of the North Bay market. The marketing campaign involved direct contact 14 made to these potential buyers and agents via phone and email. Although the Listing 15 Agreement between LLC 49 and Meridian Commercial attached as Exhibit A to the 16 Declaration of Scott Gerber in Support of Application to Employ Scott Gerber as Real 17 Estate Agent filed on March 30, 2021, as Docket No. 512-1 includes language that the 18 Property would be listed on a multiple listing service, Mr. Gerber and LLC 49 chose not t19 market the Property on any multiple listing service or other commercial real estate 20 websites like LoopNet and Costar as the full extent of the repairs the Property needed 21 became clear due to (i) the high-profile nature of the proposed sale of the Property since 22 many parties without actual interest in purchasing the Property have been seeking 23 information on the real estate portfolio held by PFI and its affiliated entities; (ii) the need 24 to quickly close a sale of the Property given its dire physical condition and the financial 25 implications of LLC 49 having to continue operating the Property; (iii) the fact that deals 26 not listed for the public typically result in much stronger responses from well-qualified an27 serious buyers; and (iv) the substantial repairs the Property needs limited the potential poo

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1 of buyers, such that marketing the Property on publicly available listing services did not 2 make sense. 3 As a result, although the Property was not publicly marketed, Mr. Gerber’s targeted4 approach of marketing directly to the qualified and vetted buyers created a competitive an5 calculated scenario that resulted in seven offers. Four of the initial offers were well below6 the original proposed list price of $5,100,000 and thus were rejected. LLC 49 responded t7 the three highest offers with a counteroffer for best and final terms. Ultimately, one of 8 these three highest initial offerors dropped out and two of the initial highest offerors were 9 willing to purchase the Property for at least $5.15 million, with the proposed Buyer makin10 the higher of the two offers at $5.175 million. Buyer’s offer is also free of contingencies. 11 The Buyer’s offer is at or above LLC 49’s expectations for the sale price of the 12 Property and, thus, LLC 49, in its sound business judgment, determined to move forward 13 to sell the Property to Buyer, subject to the approval of this Court, to consummate the Sale14 E. The Purchase Agreement 15 Following extensive arm’s-length negotiations, LLC 49 and the Buyer reached the16 agreements set forth in the Purchase Agreement, which contemplates the sale of the 17 Property on the following material terms: 18 Asset to be Sold: The 19-unit apartment complex located at 1732 Lincoln Avenue, 19 San Rafael, California 94901. 20 Identification of the Buyer: Over the Fence, LLC. 21 Purchase Price: $5,175,000.00. 22 Deposit: $500,000.00. 23 Closing: Three business days after entry of the final Sale Order. 24 Broker Fees: $207,000.00. 25 Intended Use of Proceeds of the Sale: Upon the closing of the Proposed Sale, the 26 Purchase Price shall be paid as set forth in the Purchase Agreement, property taxes will be27 paid directly from escrow, the debt secured by Homestreet’s Deed of Trust shall be paid i

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1 full directly from escrow, and the net sale proceeds shall be remitted to LLC 49’s 2 bankruptcy estate without prejudice to the rights of the Walker Davis Trust. 3 III. 4 RELIEF REQUESTED 5 By way of this Motion, LLC 49 seeks an order from this Court (the “Sale Order”) 6 (i) authorizing LLC 49 to consummate the Proposed Sale of the Property to the Buyer, 7 pursuant to the Purchase Agreement; (ii) granting the protections afforded by Section 8 363(m) to the Buyer; (iii) authorizing the sale of the Property free and clear of liens, 9 claims, encumbrances and other interests of any persons or entities listed as creditors on 10 LLC 49’s schedules or who have filed a proof of claim or request for notice in LLC 49’s 11 case or any other persons or entities with unknown liens, claims, encumbrances, or other 12 interests against or in the Property, excepting those liens and claims of (a) Homestreet 13 pursuant to the Deed of Trust recorded against the Property in the amount of $4.15 million14 and (b) the Marin County Tax Collector for delinquent taxes, supplemental assessments, 15 and associated penalties totaling $104,231.79 in the aggregate as of March 25, 2021, whic16 liens and claims shall be satisfied with proceeds from the escrow; and (iv) granting related17 relief. 18 Finally, LLC 49 requests that the Sale Order provide that the provisions of the 19 Federal Rule of Bankruptcy Procedure 6004(h), which would otherwise stay any order 20 approving the sale of the Property to the Buyer, be waived. 21 IV. 22 AUTHORITY FOR REQUESTED RELIEF 23 A. The Sale Is Within the Sound Business Judgment of LLC 49 and Should Be 24 Approved 25 Section 363(b)(1) of the Bankruptcy Code provides, in relevant part, that a debtor i26 possession, “after notice and a hearing, may use, sell, or lease, other than in the ordinary 27 course of business, property of the estate.” 11 U.S.C. § 363(b)(1). Section 363 does not

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1 set forth a standard for determining when it is appropriate for a court to authorize the sale 2 or disposition of a debtor’s assets prior to confirmation of a plan. 3 However, courts in the Ninth Circuit and others have required that the decision to 4 sell assets outside the ordinary cause of business be based upon the sound business 5 judgment of the debtors. See In re 240 North Brand Partners, Ltd., 200 B.R. 653, 659 (9t6 Cir. BAP 1996) (“debtors who wish to utilize § 363(b) to dispose of property of the estate 7 must demonstrate that such disposition has a valid business justification”) (citing In re 8 Lionel Corp., 722 F. 2d 1063, 1070 (2nd Cir. 1983)); In re Humboldt Creamery, LLC, No. 9 09-11078, 2009 Bankr. LEXIS 2470, at *3 (Bankr. N.D. Cal. Aug. 14, 2009). 10 Bankruptcy Code Section 363 does not require that the Court substitute its own 11 business judgment for that of the debtor. See, e.g., In re Ionosphere Clubs, Inc., 100 B.R. 12 670, 678 (Bankr. S.D.N.Y. 1989); In re Highway Equip. Co., 61 B.R. 58, 60 (Bankr. S.D. 13 Ohio 1986). Rather, the Court should ascertain whether the debtor has articulated a valid 14 business justification for the proposed transaction. See, e.g., Lewis v. Anderson, 615 F.2d 15 778, 781 (9th Cir. 1979). This is consistent with the congressional intent to limit judicial 16 involvement in business decisions and to leave day-to-day operational matters within the 17 debtor’s broad authority. In re Airlift Int’l, Inc., 18 B.R. 787, 789 (Bankr. S.D. Fla. 1982) 18 (recognizing “broad authority to operate the business of a debtor . . . [which] indicates 19 congressional intent to limit court involvement in business decisions by a trustee . . . [so 20 that] a court may not interfere with a reasonable business decision made in good faith by a21 trustee”). 22 Several courts have held that the “sound business judgment” test requires a debtor 23 to establish four elements in order to justify the sale or lease of property outside the 24 ordinary course of business, namely, “(1) a sound business purpose exists for the sale; (2) 25 the sale is in the best interest of the estate, i.e., the sale price is fair and reasonable; (3) 26 notice to creditors was proper; and (4) the sale is made in good faith.” In re Slates, No. 1227 1168, 2012 Bankr. LEXIS 5159, at *31 (B.A.P. 9th Cir. Oct. 31, 2012).

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1 Whether or not there are sufficient business reasons to justify a transaction depends2 upon the facts and circumstances of each case. See In re Humboldt Creamery, LLC, 2009 3 Bankr. LEXIS 2470, at *3 (Bankr. N.D. Cal. Aug. 14, 2009) (citing In re Lionel Corp., 724 F.2d 1063, 1071 (2nd Cir. 1983)). 5 1. There is a Sound Business Purpose for the Proposed Sale 6 A debtor’s showing of a sound business purpose need not be unduly exhaustive but7 rather, a debtor is “simply required to justify the proposed disposition with sound business8 reasons.” In re Baldwin United Corp., 43 B.R. 888, 906 (Bankr. S.D. Ohio 1984). 9 In this case, LLC 49 submits that a sound business purpose exists to proceed with 10 the Sale of the Property to the Buyer pursuant to the Purchase Agreement. Indeed, more 11 than ample business justification exists to approve the Proposed Sale. Thus, the sale of th12 Property would benefit LLC 49 and its creditors by eliminating the significant ongoing 13 costs, hassle, and liability of retaining the Property and by generating cash for LLC 49’s 14 estate. Accordingly, there is a sound business purpose for the sale of the Property. 15 2. The Purchase Price is Fair and Reasonable 16 The Proposed Sale follows the targeted marketing of the Property by a highly-17 experienced agent in a manner that is customary for commercial apartment complexes. 18 Mr. Gerber is incredibly suited to market the Property, having closed an extraordinary 19 number of sale transactions in his career. His efforts yielded seven initial offers and, 20 ultimately, the Buyer willing to purchase the Property for an amount $75,000.00 in excess21 of LLC 49’s listing price on the property, an extraordinary feat considering the extensive 22 repairs that are needed to bring the Property into fully rentable condition. 23 For these reasons, the purchase price of the Property is fair and reasonable. 24 3. All Interested Parties are Being Provided with Notice of the Proposed Sale 25 LLC 49 believes that reasonable and adequate notice of the Proposed Sale is being 26 provided to interested persons. Notice of the hearing on the Proposed Sale is being served27 on (i) the United States Trustee, (ii) counsel for the Committees, (iii) LLC 49’s top 20

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1 captioned jointly-administered bankruptcy cases, (v) Homestreet, (vi) the Walker Davis 2 Trust, and (vii) Marin County Tax Collector holding such liens or claims against the 3 Property for delinquent property taxes, supplemental assessments, and associated penaltie4 for the tax years 2019-2020 and 2020-2021 as of March 25, 2021. Accordingly, the notic5 prong of the “sound business judgment” test is satisfied. Moreover, the Committees have 6 already been informed of the Proposed Sale, and each of the Committees either (i) has 7 informed LLC 49 that it supports the Proposed Sale or (ii) is expected by LLC 49 to 8 support the Proposed Sale. Additionally, the Walker Davis Trust has been informed of th9 Proposed Sale, has agreed to the Proposed Sale, and will execute an addendum to the 10 Purchase Agreement authorizing the sale of its interest in the Property. 11 4. The Proposed Sale is in good faith 12 The fourth prong of the “sound business judgment” test examines whether the 13 Proposed Sale is in good faith. Section 363(m) of the Bankruptcy Code provides, in 14 pertinent part: 15 The reversal or modification on appeal of an authorization under subsection (b) or (c) of this section of a sale or lease of property does not affect the 16 validity of a sale or lease under such authorization to an entity that purchased or leased such property in good faith, whether or not such entity knew of the 17 pendency of the appeal, unless such authorization and such sale or lease were 18 stayed pending appeal. 19 11 U.S.C. § 363(m). Section 363(m) of the Bankruptcy Code thus protects the purchaser 20 of assets sold pursuant to Section 363 of the Bankruptcy Code from the risk that it will los21 its interest in the purchased assets if the order allowing the sale is reversed on appeal. 22 Although the Bankruptcy Code does not define “good faith purchaser,” the Ninth 23 Circuit, construing Section 363(m) of the Bankruptcy Code, has stated that “[a] good faith24 buyer ‘is one who buys ‘in good faith’ and ‘for value.’” Ewell v. Diebert (In re Ewell), 25 958 F. 2d 276, 281 (9th Cir. 1992); see also Paulman v. Gateway Venture Partners Iii, Ltd26 P'ship (In re Filtercorp, Inc.), 163 F.3d 570, 577 (9th Cir. 1998); In re Hunt, No. 12-27

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1 08439, 2014 U.S. Dist. LEXIS 189464, at *59 (C.D. Cal. July 25, 2014) (“Good faith’ 2 encompasses fair value, and further speaks to the integrity of the transaction.”). 3 Generally, lack of good faith can be shown by “fraud, collusion between the 4 purchaser and other bidders or the trustee or an attempt to take grossly unfair advantage of5 other bidders.” Kwai v. Wirum (In re Glob. Reach Inv. Corp.), 570 F. App’x 723, 723 (9t6 Cir. 2014) (citing In re Ewell, 958 F.2d at 281); In re Filtercorp, Inc., 163 F.3d at 577; In 7 re Hunt, 2014 U.S. Dist. LEXIS 189464, at *59 (“Typical ‘bad faith’ or misconduct, woul8 include collusion between the seller and buyer, or any attempt to take unfair advantage of 9 other potential purchasers.”). 10 Here, the Proposed Sale is in good faith. The Buyer has no prior connection with 11 LLC 49 or the other Debtors. LLC 49 and the Buyer have each engaged their own neutral12 third-party agent to negotiate the sale of the Property on their behalf. Moreover, the 13 Proposed Sale is documented in a Purchase Agreement drafted and reviewed by counsel 14 for both LLC 49 and the Buyer. Finally, the Purchase Price is objectively the highest offe15 LLC 49 received for the Property. As such, there is no evidence of fraud or collusion 16 between LLC 49 and the Buyer in the terms of the Purchase Agreement, or elsewhere. 17 5. The Buyer Should be Afforded Protections Under Section 363(m) of the 18 Bankruptcy Code 19 Under the circumstances, the Buyer should be afforded protections that Section 20 363(m) of the Bankruptcy Code provides to a good faith purchaser. There is no evidence 21 that the Buyer has engaged in collusion or any bad faith in connection with the Proposed 22 Sale. The Buyer was represented in this transaction by a highly-qualified agent from a 23 local realty firm in the Bay Area specializing in commercial real estate (Regency Real 24 Estate, Inc.), as was LLC 49. Additionally, Buyer was represented by its attorney, 25 Mitchell B. Greenberg of Abbey, Weitzenberg, Warren & Emery. The Proposed Sale is 26 documented by the Purchase Agreement which contains customary terms and conditions 27 for such a commercial real estate transaction and no term of the Proposed Sale is out of th

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1 of the Purchase Agreement. All key constituencies in LLC 49’s bankruptcy case will 2 receive notice of the hearing on the Motion and will be provided with an opportunity to be3 heard. LLC 49 submits that such notice is adequate for entry of the order approving the 4 sale of the Property pursuant to the Purchase Agreement and satisfies the requisite notice 5 provisions required under Section 363(b) of the Bankruptcy Code. Accordingly, the Buye6 should be afforded protections under Section 363(m) of the Bankruptcy Code. 7 B. The Sale Satisfies the Requirements of Section 363(f) of the Bankruptcy Code 8 Under Section 363(f) of the Bankruptcy Code, a debtor-in-possession may sell all o9 any part of its property free and clear of any and all liens, claims or interests in such 10 property if: (1) such a sale is permitted under applicable non-bankruptcy law; (2) the party11 asserting such a lien, claim or interest consents to such sale; (3) the interest is a lien and 12 the purchase price for the property is greater than the aggregate amount of all liens on the 13 property; (4) the interest is the subject of a bona fide dispute; or (5) the party asserting the 14 lien, claim or interest could be compelled, in a legal or equitable proceeding, to accept a 15 money satisfaction for such interest. 11 U.S.C. § 363(f). 16 “Because Section 363(f) is written in the disjunctive, satisfaction of any one 17 condition is sufficient to sell the property ‘free and clear of any interest.’” SEC v. Capital18 Cove Bancorp LLC, No. 15-00980, 2015 U.S. Dist. LEXIS 186531, at *4-5 (C.D. Cal. 19 Nov. 19, 2015); Citicorp Homeowners Serv., Inc. v. Elliot (In re Elliot), 94 B.R. 343, 345 20 (E.D. Pa. 1988) (same). 21 Furthermore, courts have held that they have the equitable power to authorize sales22 free and clear of interests that are not specifically covered by Section 363(f). See, e.g., In 23 re TWA, Case No. 01-0056, 2001 Bankr. LEXIS 723, at *5 (Bankr. D. Del. Mar. 27, 200124 Volvo White Truck Corp. v. Chambersburg Beverage, Inc. (In re White Motor Credit 25 Corp.), 75 B.R. 944, 948 (Bankr. N.D. Ohio 1987). 26 Finally, to the extent a party receives notice of, but does not file a written objection27 to, this Motion, such party should be deemed to have consented to the sale free and clear o

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1 their liens. See In re Channel One Comm., Inc., 117 B.R. 493, 496 (Bankr. E.D. Mo 2 1990). 3 Here, out of an abundance of caution, LLC 49 seeks to sell the Property free and 4 clear of unknown liens, claims, or disputed interests in the Property or any liens, claims, o5 disputed interests asserted by any persons or entities listed as creditors on LLC 49’s 6 schedules or who have filed a proof of claim or request for notice in LLC 49’s case that 7 asserts a lien, claim, or disputed interest that is purported to attach to the Property or 8 proceeds from the sale of the Property, with the exception of the liens and claims held by 9 Homestreet and the Marin County Tax Collector, as described below. With regard to 10 Homestreet’s lien against the Property pursuant to the Deed of Trust recorded in its favor 11 and the Marin County Tax Collector’s claims for delinquent taxes, assessments, and 12 associated penalties of $104,231.79 in the aggregate as of March 25, 2021 for tax years 13 2019-2020 and 2020-2021, LLC 49 will satisfy and pay these liens and claims with 14 proceeds from the escrow. Thus, LLC 49 is not seeking to sell the property free and clear 15 of these liens and instead will extinguish them using proceeds from the sale since the 16 Purchase Price of $5.175 million exceeds Homestreet’s lien in the amount of $4.15 millio17 as well as the broker’s fee of $207,000.00 and delinquent taxes, assessments, and 18 associated penalties of $104,231.79 in the aggregate as of March 25, 2021. 19 Having reviewed the Prelim, LLC 49 is not aware of any other liens against the 20 Property. Hinkelman Decl., ¶ 16. Moreover, the Debtors will cause notice of the hearing 21 on the Motion to be provided to all persons and entities who were scheduled by LLC 49 or22 who have filed a Proof of Claim, among others, and the notice will specify the relief 23 requested in this Motion. To the extent, however, any person or entity asserts that it has a 24 lien, claim, or interest in or to the Property, besides those discussed above for Homestreet 25 and the County of Marin, such lien, claim, or interest is in bona fide dispute, and LLC 49 26 seeks to sell the property free and clear of any such lien, claim, or interest. 27 Accordingly, the sale free of clear of such interests is authorized pursuant to Sectio

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1 C. Relief From The Waiting Periods Under Bankruptcy Rule 6004(h) Is 2 Appropriate 3 Bankruptcy Rule 6004(h) provides that an “order authorizing the use, sale, or lease 4 of property . . . is stayed until the expiration of 14 days after entry of the order, unless the 5 court orders otherwise.” LLC 49 requests that the Sale Order be effective immediately by6 providing that the fourteen-day stay under Bankruptcy Rule 6004(h) is waived. Such relie7 should be granted for several reasons. 8 First, the purpose of Bankruptcy Rule 6004(h) is to provide sufficient time for an 9 objecting party to request a stay pending appeal before an order is implemented. See 10 Advisory Committee Notes to Fed. R. Bankr. P. 6004(h). Although Bankruptcy 11 Rule 6004(h) and the Advisory Committee Notes are silent as to when a court should 12 “order otherwise” and eliminate or reduce the fourteen-day stay period, Collier on 13 Bankruptcy suggests that the fourteen-day stay period should be eliminated to allow a sale14 or other transaction to close immediately “where there has been no objection to the 15 procedure.” 10 Collier on Bankruptcy, ¶ 6004.11 (16th ed. rev. 2019). Therefore, to the 16 extent there are no objections to this Motion, the fourteen-day stay should be waived give17 that its purpose is to allow an objecting party to prepare an appeal. 18 Even if an objection is filed and overruled, this court should still waive the 19 fourteen-day stay. When an objection is overruled to a sale motion, a court may waive the20 stay “upon a showing that there is a sufficient business need to close the transaction withi21 the 14-day period and the interests of the objecting party, taking into account the 22 likelihood of success on appeal, are sufficiently protected.” 10 Collier on Bankruptcy 23 ¶ 6004.11 (16th ed. rev. 2019). 24 Concurrently with filing this Motion, LLC 49 is also filing an application to shorte25 time for the hearing on this Motion (the “OST Application”), so that such hearing would 26 occur on May 20, 2021. If the OST Application is granted, there is a strong justification t27 waive the fourteen-day stay under Bankruptcy Rule 6004(h) because the Buyer has

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1 Court approval of the sale. Moreover, a closing within three business days of Court 2 approval of the sale will facilitate a quicker elimination of LLC 49’s continuing liabilities 3 and costs associated with operating the Property. Thus, even if an objection is made and 4 overruled, the fourteen-day stay of Rule 6004(h) should be waived. 5 V. 6 CONCLUSION 7 Based on the foregoing reasons, LLC 49 respectfully requests that the Court enter 8 an order granting this Motion and such other and further relief as the Court deems just and9 proper. 10 Dated: May 6, 2021 11 PROFESSIONAL INVESTORS 49, LLC 12 13 By /s/ Andrew Hinkelman 14 ANDREW HINKELMAN 15 Chief Restructuring Officer 16 SUBMITTED BY: 17 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 18 19 By /s/ J. Barrett Marum ORI KATZ 20 J. BARRETT MARUM MATT KLINGER 21 GIANNA SEGRETTI 22 Counsel for the Debtors 23 24 25 26 27

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EXHIBIT A EXHIBIT A

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PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 28th day of April, 2021 (“Effective Date”) by and between PROFESSIONAL INVESTORS 49, LLC, a California limited liability company (the “Seller”), whose address is c/o Professional Financial Investors, Inc., 350 Ignacio Blvd., Suite 300, Novato, CA 94949-7202, and OVER THE FENCE, LLC, a California limited liability company, and/or its assignee (“Purchaser”), whose address is 900 Mission Ave., Suite A, San Rafael, CA 94901. W I T N E S S E T H : WHEREAS, Seller is the owner of the real property and the apartment complex located thereon with an address of 1732 Lincoln Avenue, San Rafael, California, as more particularly described herein (the “Apartment Complex”); and WHEREAS, Purchaser desires to acquire the Apartment Complex from Seller and Seller desires to transfer the Apartment Complex to Purchaser. NOW, THEREFORE, in consideration of the mutual covenants and representations herein contained and other good and valuable consideration, the adequacy of which is acknowledged, Seller and Purchaser agree as follows: ARTICLE 1 DEFINITIONS 1.1 In this Agreement, and in the Exhibits and Schedules attached hereto, the following words and phrases shall have the following meanings: “Amendment” means an amendment, renewal, supplement, modification, expansion, restatement, extension, or any other change or revision. “Apartment Complex” means the Land and the Improvements. “Assumed Contracts” is defined in Section 12.1. “Appurtenance” means all easements, rights-of-way, covenants, restrictions, tenements, rights and appurtenances benefiting or appertaining to the Property and the land lying in the streets and roads in front of and adjoining the Property. “Books and Records” means those documents that have previously been made available to Purchaser; provided, however, that Purchaser acknowledges and accepts that all such documents cannot be relied upon. “Broker” is defined in Section 13.1. “Business Day” means any day other than (a) a Saturday or Sunday, (b) a Federal, State of California banking holiday or (c) a day on which the county recorder’s office in the county where the Property is located is closed.

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“Casualty” is defined in Section 10.1. “Casualty Notice” is defined in Section 10.1. “Casualty Termination Notice” is defined in Section 10.1(a). “Closing” means the closing of the transactions contemplated under this Agreement. “Closing Date” is defined in Section 6.1. “Closing Documents” is defined in Section 6.2. “Closing Statement” is defined in Section 6.2(q). “Condemnation” is defined in Section 10.1(c). “Condemnation Notice” is defined in Section 10.1(c). “Contracts” means all agreements as of the date hereof between Seller and any third party for the operation and maintenance of the Apartment Complex which are described on Exhibit B hereto other than Seller’s management agreement with Douglas Wilson Companies, which will be terminated at Closing. “Deposits” means all refundable security deposits received by Seller from a Tenant under a Tenant Lease. “Development Rights” means all rights of Seller to the air space above the Land, if any, all zoning entitlements, development rights and appurtenances accruing to the Property under, or by reason of, any applicable zoning ordinance or other laws. “Earnest Money” is defined in Section 3.2(a). “Encumbrances” means any and all liens, mortgages, deeds of trust, security agreements, security interests, options, rights of purchase or first refusal, rights-of-way, restrictive covenants, reservations, judgments, leases, subleases, licenses, assignments, restrictions, or other encumbrances affecting title to the Property. “Environmental Laws” shall mean all present and future federal, state or local laws, ordinances, codes, statutes, regulations, administrative rules, policies and orders, and other authorities, which relate to the environment and/or which classify, regulate, impose liability, obligations, restrictions on ownership, occupancy, transferability or use of the Real Property, and/or list or define hazardous substances, materials, wastes, contaminants, pollutants and/or the Hazardous Materials including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq., as now or hereafter amended (“CERCLA”), the Resources Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., as now or hereafter amended (“RCRA”), the Hazardous Materials Transportation Act, 49 U.S.C. Section 1801, et seq., as now or hereafter amended, the Clean Water Act, 33 U.S.C. Section 1251, et seq., as now or hereafter amended, the Clear Air Act, 42 U.S.C. Section 7901, et

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seq., as now or hereafter amended, the Toxic Substance Control Act, 15 U.S.C. Sections 2601 through 2629, as now or hereafter amended, the Public Health Service Act, 42 U.S.C. Sections 300f through 300j, as now or hereafter amended, the Safe Drinking Water Act, 42 U.S.C. Sections 300f through 300j, as now or hereafter amended, the Occupational Safety and Health Act, 29 U.S.C. Section 651, et seq., as now or hereafter amended, the Oil Pollution Act, 33 U.S.C. Section 2701, et seq., as now or hereafter amended, the Emergency Planning and Community Right-to-Know Act, 42 U.S.C. Section 11001, et seq., as now or hereafter amended, the National Environmental Policy Act, 42 U.S.C. Section 4321, et seq., as now or hereafter amended, the Federal Insecticide, Fungicide and Rodenticide Act, 15 U.S.C. Section 136, et seq., as now or hereafter amended, the Medical Waste Tracking Act, 42 U.S.C. Section 6992, as now or hereafter amended, the Atomic Energy Act of 1985, 42 U.S.C. Section 3011, et seq., as now or hereafter amended, and any similar federal, state or local laws and ordinances and the regulations now or hereafter adopted, published and/or promulgated pursuant thereto and other state and federal laws relating to industrial hygiene, environmental protection or the use, analysis, generation, manufacture, storage, disposal or transportation of any Hazardous Materials. “Escrow Holder” means the Title Company. “Governmental Entity” means the United States, the State, the County, the Town or the City where the Property is located and any other State in which a party to this Agreement is incorporated or organized. “Hazardous Materials” shall mean all hazardous wastes, toxic substances, pollutants, contaminants, radioactive materials, flammable explosives, other such materials, including, without limitation, substances defined as “hazardous substances,” “hazardous wastes,” “hazardous materials,” “toxic substances,” “toxic pollutants,” “petroleum substances,” or “infectious waste” in any applicable laws or regulations including, without limitation, the Environmental Laws, and any material present on the Real Property that has been shown to have significant adverse effects on human health including, without limitation, radon, pesticides, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum products (including any products or by-products therefrom), lead-based paints and any material containing or constituting any of the foregoing, and any such other substances, materials and wastes which are or become regulated by reason of actual or threatened risk of toxicity causing injury or illness, under any Environmental Laws or other applicable federal, state or local law, statute, ordinance or regulation, or which are classified as hazardous or toxic under current or future federal, state or local laws or regulations. “Improvements” means the Apartment Complex and any and all other buildings, structures, and improvements located on the Land. “Land” means the real property more particularly described on Exhibit “A” attached hereto. “Legal Proceeding” means any litigation, arbitration, administrative proceeding, or other legal proceeding of any kind. “Licenses and Permits” means all certificates, licenses, permits and approvals issued by any Governmental Entity with respect to the Property.

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“Permitted Encumbrances” means all Encumbrances except for those mortgages and other Encumbrances evidencing or securing indebtedness of Seller, which shall be removed without payment, discharged, or otherwise satisfied by Seller on or prior to Closing. “Permitted Termination” is defined in Section 11.1. “Person” means an individual person, a corporation, partnership, trust, joint venture, proprietorship, estate, association, Governmental Entity or other incorporated or unincorporated enterprise, entity or organization of any kind. “Personal Property” means all equipment, machinery and other tangible and intangible personal property of every nature and description used in connection with and located on the Property (excluding computer software and peripherals), which are not owned by the Tenants, which are owned by and in the possession of Seller. Personal Property shall include any and all rights Seller may have, if any, with respect to the use of any name or trade name associated with the Apartment Complex. “Plans” means all architectural, electrical, mechanical or plumbing plans and specifications and any environmental, engineering and geotechnical studies or reports, including without limitation, any Phase I environmental report, performed in connection with the Property or any portion thereof, which are not owned by the Tenants and which are owned by and in the possession of Seller. “Property” means the Land and all Appurtenances, Improvements, Personal Property, Development Rights, Assumed Contracts, Licenses and Permits, Plans, and Warranties and Guaranties on, to or in connection with the Land. “Rent Roll” is defined in Section 4.1(a). “Sale Motion” means the motion of Seller seeking approval and entry of the Sale Order in the Chapter 11 Cases. “Sale Order” means an Order of the Bankruptcy Court issued pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code in form and substance reasonably acceptable to Purchaser and Seller, meeting the requirements of ARTICLE 16, approving this Agreement and all of the terms and conditions hereof, approving and authorizing Seller to consummate the Transaction contemplated hereby free and clear of all Encumbrances, other than Permitted Encumbrances, and containing a finding that Purchaser has acted in “good faith” within the meaning of Section 363(m) of the Bankruptcy Code. “Seller Party” is defined in Section 8.1(c). “Tenant” means all tenants and other parties having the right to use or occupy all or any portions of the Property. “Tenant Lease” means all leases, rental agreements, subleases, or other agreements which permit or authorize the use and occupancy of the Property, together with any and all, if any,

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guaranties, security deposits, or other security for performance of a Tenant’s obligations thereunder, all Amendments and/or other agreements forming a part thereof. “Title Company” means Old Republic Company (Diana McInnis). “Title Policy” means an Owner’s policy of Title Insurance, insuring Purchaser’s right, title and interest in the Property in the amount of the Purchase Price, excepting the Permitted Encumbrances. “Warranties and Guaranties” means all unexpired warranties and guaranties and payment and/or performance bonds for the benefit of Seller or the Property in connection with the construction, renovation and/or operation of (including maintenance and repair) the Property, other than utility bonds or deposits. 1.2 Unless specified to the contrary, references to Sections, Exhibits and Schedules mean the particular Section, Exhibit or Schedule in or to this Agreement, all of which Exhibits and Schedules are made a part hereof for all purposes the same as if set forth herein verbatim; it being expressly understood that if any Exhibit attached hereto which is to be executed and delivered at Closing contains blanks, such Exhibit attached hereto shall be deemed completed in the form executed. 1.3 Wherever used in this Agreement: the words “include” or “including” shall be construed as incorporating, also, “but not limited to” or “without limitation”; the word “day” means a calendar day unless otherwise specified; the word “party” means each of Seller and Purchaser; the word “law” (or “laws”) means any statute, ordinance, resolution, regulation, code, rule, order, decree, judgment, injunction, mandate or other legally binding requirement of a Governmental Entity; each reference to the Property shall be deemed to include “and/or any portion thereof”; and each reference to $ or dollars means United States dollars. 1.4 Certain other words and phrases are defined or described elsewhere in this Agreement. ARTICLE 2 PURCHASE AND SALE Subject to the terms and conditions of this Agreement, Seller hereby agrees to sell and convey to Purchaser, and Purchaser hereby agrees to purchase from Seller, the Property. Notwithstanding anything to the contrary contained in this Agreement, the Property shall not

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include any of Seller’s right, title or interest in or to the following (collectively, the “Excluded Assets”): (i) any lump sum or upfront payments paid to or earned by Seller or its predecessors under any of the Contracts prior to the Effective Date, excluding, however, any prepaid rents under any tenant leases, (ii) any unearned insurance premiums, (iii) any insurance policies or insurance contracts owned or held by Seller or its affiliates in connection with the Property, (iv) any and all deposits, cash and other accounts owned or held by Seller or its affiliates, except for any unapplied refundable tenant security deposits, (v) the existing property management contract in connection with the Property, which shall be terminated on or before Closing, (vi) any trade name, service name, service mark or other proprietary or intellectual property belonging to Seller or its affiliates or the property manager (other than with respect to the name or trade name associated with the Apartment Complex, if any), (vii) the computers, computer operating systems, and computer software programs utilized by Seller or its property manager in connection with the Property, (viii) the Contracts that are not Assumed Contracts pursuant to the terms of Section 12.1 below, and (ix) any and all claims, demands, lawsuits, legal proceedings, awards, judgments, or settlement amounts related to or arising from Seller’s purchase of the Land and all Appurtenances, Improvements, Development Rights, Licenses and Permits, Plans, and Warranties and Guaranties from the prior owner(s). ARTICLE 3 PURCHASE PRICE AND EARNEST MONEY 3.1 Purchase Price. Subject to the prorations and adjustments described in Article 7 below, the purchase price (the “Purchase Price”) for the Property shall be FIVE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($5,175,000.00), to be paid by Purchaser to Seller by federal funds wire transfer on the Closing Date. 3.2 Earnest Money. (a) Within three (3) Business Days of the Opening of Escrow, Purchaser shall deliver to the Escrow Holder the sum of Five Hundred Thousand Dollars ($500,000.00) by federal funds wire transfer (the “Earnest Money”). This Agreement shall terminate and be deemed void ab initio if the Earnest Money is not timely deposited with Escrow Holder. The Earnest Money shall be disbursed in accordance with the terms of this Agreement. The Earnest Money shall be held in escrow and invested by the Escrow Holder in a Federally-insured, interest-bearing account, with interest accruing for the benefit of the party entitled to the payment or return of the Earnest Money. The Earnest Money shall be paid to Seller and applied toward the Purchase Price at Closing. (b) The Escrow Holder shall hold the Earnest Money pursuant to the following provisions: (i) The Escrow Holder is not a party to, and is not bound by, or charged with notice of any agreement out of which this escrow may arise, other than the terms and provisions of this Section 3.2. (ii) The Escrow Holder shall deliver the Earnest Money to the party so designated on written notice from both the Purchaser and Seller specifying the time and the place

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where the Earnest Money is to be delivered, provided, however that the Escrow Holder shall have received such written instructions at least one (1) Business Day prior to the date designated for delivery. (iii) The Escrow Holder is acting solely as a stakeholder and depository as an accommodation to Purchaser and Seller, and is not responsible or liable for any matter or loss arising out of the Escrow Holder’s conduct hereunder, except for its gross negligence or willful misfeasance. The Escrow Holder shall not be responsible or liable for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement, or for the identity or authority of any person executing any documents or instruments in connection herewith. (iv) Purchaser and Seller agree to jointly and severally, indemnify, defend and hold harmless the Escrow Holder from and against any loss, cost, claims, damage or expense, including, without limitation, any and all court costs and reasonable attorney’s fees and expenses, collectively called “Expenses”, incurred by the Escrow Holder in connection with or in any way arising out of this Agreement, other than Expenses resulting from the Escrow Holder’s gross negligence or willful misconduct, provided that as between Purchaser and Seller any costs or expenses incurred as a result of any dispute between Seller and Purchaser shall, in accordance with Section 15.15 of this Agreement, be the responsibility of the non-prevailing party in such dispute. The Escrow Holder may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, (v) The Escrow Holder shall be entitled to act or rely upon, and the Escrow Holder shall be protected in acting or relying upon, the genuineness and validity of any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document the Escrow Holder shall receive from any party hereto that it reasonably believes to be authentic. (vi) In the event that (a) the Escrow Holder receives contradictory instructions from the parties hereto, or (b) there shall be any dispute between Seller and Purchaser as to any matter arising under this Agreement, or (c) there shall be any uncertainty as to the meaning or applicability of the provisions hereof or any written instructions received by the Escrow Holder pursuant hereto, the Escrow Holder shall continue to hold the Earnest Money pending resolution of the matter if so instructed by written notification from both Seller and Purchaser or if not so instructed shall deposit the Earnest Money with any appropriate court in the State of California at the cost and expense of Purchaser and Seller jointly and severally, and, upon making such deposit, the Escrow Holder shall thereupon be discharged and released from any and all liability with respect to the Earnest Money. The Escrow Holder may dispose of the escrowed funds in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order. (vii) Deposits made pursuant to these instructions may be invested on behalf of any party or parties hereto, provided that any direction to the Escrow Holder for such investment shall be in writing and contain the consent of all other parties to this Agreement together with a completed, signed W-9 Form. The Escrow Holder is not to be held responsible for the loss of principal or interest on any investment made pursuant to the aforesaid instruction or in the redemption thereof.

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(viii) Except as to deposits of funds for which the Escrow Holder has received written instructions as set forth in paragraph (vii) above, the Earnest Money shall not be commingled with other escrowed funds and shall be held in a segregated escrow account; and (ix) Upon delivery of the Earnest Money in accordance with the terms hereof, the Escrow Holder shall be discharged and released from any and all liability with respect to the Earnest Money. (x) Escrow Holder may resign as Escrow Holder hereunder at any time upon written notice to Purchaser and Seller, provided that such resignation shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the terms and conditions of this Agreement. (xi) Purchaser and Seller may jointly terminate the services of Escrow Holder hereunder at any time upon written notice to Escrow Holder, provided that such termination shall not be effective unless and until a replacement escrow agent acceptable to Purchaser and Seller shall have been identified and such replacement escrow agent shall have agreed in writing to serve as Escrow Holder hereunder pursuant to the terms and conditions of this Agreement. ARTICLE 4 DELIVERY OF DOCUMENTS/TITLE 4.1 Purchaser acknowledges and agrees that Seller has already delivered or made available (either by due diligence website, email or on-site inspection) the following information and documents to Purchaser, to the extent such information is non-confidential or non-proprietary, and in Seller’s possession. Seller shall not be required to deliver or make available any other information or documents. (a) Tenant Leases (which shall be made available for inspection at the Apartment Complex, and not delivered to Purchaser), a current rent roll and rent rolls for each December 31 and June 30 of the past two years, concerning the Property (the “Rent Roll”) setting forth, with respect to each apartment unit: (i) the name of the Tenant, (ii) the rent payable, (iii) the expiration date of each lease and the status of the rental payments payable thereunder, and (iv) the security or other deposit(s) held by Seller. In conjunction with the Rent Roll, Seller shall provide Purchaser with a copy of the standard form lease for the Property. (b) Copies of all Books and Records, Contracts, Licenses and Permits, Plans and Warranties and Guaranties. 4.2 Purchaser hereby agrees and acknowledges that all Permitted Encumbrances disclosed on the commitment for the Title Policy issued by the Title Company are deemed approved and accepted. Notwithstanding anything to the contrary, Seller shall not be required to expend any money, bring any action or proceeding, or discharge or bond over liens or other monetary or non-monetary title items.

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ARTICLE 5 CONDITIONS TO CLOSING 5.1 Conditions to Obligations of Purchaser. The obligations of Purchaser to execute and deliver the applicable Closing Documents, to pay the Purchase Price and to perform Purchaser’s other obligations at the Closing under this Agreement are and shall be subject to the satisfaction of each of the following conditions at or prior to the Closing, unless otherwise specified: (a) Seller shall have executed (where applicable) and delivered to Escrow Holder the Closing Documents to be executed and delivered by Seller. (b) All of the representations and warranties of Seller contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date. (c) Seller shall have performed, observed, and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on Seller’s part prior to or as of the Closing Date. (d) The entry of a valid and binding Sale Order. In the event that one or more of the above conditions precedent to the obligations of Purchaser shall not occur by the Closing Date and the occurrence of such condition is not due to a default by Purchaser and is not waived by Purchaser (in Purchaser’s sole and absolute discretion), then upon written notice from Purchaser to Seller and Escrow Holder delivered on or prior to the Closing Date, this Agreement shall terminate, the Earnest Money shall be returned to Purchaser (provided Purchaser is not in default), and neither party shall have any further obligation to the other except those that specifically survive termination. If such notice is not delivered by Purchaser, the parties shall proceed to Closing and such condition shall be deemed waived by Purchaser. 5.2 Conditions to Obligations of Seller. The obligations of Seller to execute and deliver the applicable Closing Documents and to perform Seller’s other obligations at the Closing under this Agreement are and shall be subject to the satisfaction of each of the following conditions at or prior to the Closing: (a) Purchaser shall have delivered the balance of the Purchase Price due at Closing to Escrow Holder for delivery to Seller at the Closing pursuant to the terms of this Agreement. (b) Purchaser shall have executed (where applicable) and delivered to Escrow Holder the Closing Documents to be executed and delivered by Purchaser. (c) All of the representations and warranties of Purchaser contained in this Agreement shall have been true and correct in all material respects when made, and shall be true and correct in all material respects on the Closing Date.

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(d) Purchaser shall have performed, observed, and complied in all material respects with all covenants, agreements, and conditions required by this Agreement to be performed, observed, and complied with on Purchaser’s part prior to or as of the Closing Date. (e) The entry of a valid and binding Sale Order. In the event that one or more of the above conditions precedent to the obligations of Seller shall not occur by the Closing Date and the occurrence of such condition is not due to a default by Seller and not waived by Seller (in Seller’s sole and absolute discretion), then upon written notice from Seller to Purchaser and Escrow Holder delivered on or prior to the Closing Date, which notice shall provide Purchaser with two (2) Business Days to cure any failure to satisfy the above conditions precedent, and Purchaser’s failure to cure, this Agreement shall terminate, the Earnest Money shall be paid to the Seller, and neither party shall have any further obligation to the other except those that specifically survive termination. If such notice is not delivered by Seller, the parties shall proceed to Closing in accordance with this Agreement and such condition shall be deemed waived by Seller. Provided, however, that if a valid and binding Sales Order is not entered into within sixty (60) days of the Effective Date, then this Agreement shall terminate, the Earnest Money shall be returned to the Purchaser, and neither party shall have any further obligation to the other except those obligations that specifically survive termination. ARTICLE 6 CLOSING 6.1 Closing. The Closing shall occur through an escrow at the Title Company on (or, if Seller and Purchaser mutually agree, before) the date that is three (3) Business Days following entry of the final Sale Order. The parties will deliver required closing documents and funds to the Escrow Holder by overnight delivery service, fax and wire transfers. 6.2 Seller’s Obligations at Closing. At the Closing, Seller shall deliver to Escrow Holder the following documents (the “Closing Documents”): (a) a Grant Deed (herein so called), in form and substance as set forth on Exhibit “C” attached hereto, duly executed and acknowledged by Seller and its tenant-in-common, conveying fee simple title to the Land and Improvements located thereon, subject only to the Permitted Encumbrances; (b) counterparts of an Assignment and Assumption of Leases (herein so called), in form and substance as set forth on Exhibit “D” attached hereto, duly executed by Seller, conveying the Tenant Leases and Deposits for the Property to Purchaser; (c) counterparts of a Bill of Sale (herein so called), in form and substance as set forth on Exhibit “E” attached hereto, duly executed by Seller, conveying the Personal Property, Development Rights, Books and Records and Plans owned by Seller for the Property to Purchaser; (d) counterparts of a General Assignment and Assumption (herein so called), in form and substance as set forth on Exhibit “F” attached hereto, duly executed by Seller, conveying the Assumed Contracts, Licenses and Permits and Warranties and Guaranties owned by Seller for the Property to Purchaser;

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(e) a form of Notice Letter (herein so called) originally executed by Seller and addressed to Tenants under the Tenant Leases, in form and substance as set forth in Exhibit “G” attached hereto; (f) an affidavit originally executed by Seller to the effect that Seller is not a foreign person for purposes of 26 U.S.C. 1445 (b) (2); (g) such corporate, partnership and/or limited liability company certificates and resolutions as the Purchaser and the Title Company may reasonably request in order to confirm the authorization of (i) the actions to be taken by Seller under this Agreement and (ii) the execution and delivery of this Agreement, the Closing Documents and all other documents required to be executed and delivered by Seller pursuant to this Agreement; (h) all Tenant Leases, Books and Records (originals when available or photocopies if not available) in the possession of Seller; and (i) all keys and master keys to all locks at the Property which are in the control of Seller or Seller’s possession; (j) all Licenses and Permits in Seller’s possession or control; (k) all Plans in Seller’s possession or control; (l) all Contracts, if any, in Seller’s possession or control; (m) the Rent Roll, dated as of the Closing Date and represented and certified by Seller to be true and correct in all material respects as of the date thereof; (n) a copy of the City of San Rafael resale inspection report; (o) a copy of a natural hazard disclosure report for the Property; (p) an executed copy of Addendum “1”; and (q) closing statement prepared by the Title Company and approved by Purchaser and Seller (the “Closing Statement”). The items listed in Section 6.2(h) – (l) are deemed delivered if made available at the Property at Closing. 6.3 Purchaser’s Obligations at Closing. At Closing, Purchaser shall deliver to Escrow Holder the following: (a) the balance of the Purchase Price (i.e., the Purchase Price, less the Earnest Money), by wire transfer of immediately available funds to the account of the Title Company; (b) executed counterparts of the Bill of Sale, Assignment and Assumption of Leases, General Assignment and Assumption and Notice Letter, originally executed and acknowledged (where applicable) by Purchaser;

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(c) such corporate, partnership and/or limited liability company certificates and resolutions as the Seller and the Title Company may reasonably request in order to confirm the authorization of (i) the actions to be taken by Purchaser under this Agreement, (ii) the execution and delivery of this Agreement, the Closing Documents and all other documents to be executed and delivered by Purchaser pursuant to this Agreement and/or as customarily required by the Title Company, and (iii) the payment of the Purchase Price; and (d) the Closing Statement. 6.4 Closing Costs. (a) Seller shall pay (i) Seller’s attorneys’ fees, (ii) the cost of recording any lien releases required hereunder, and (iii) all stamp taxes, transfer taxes and documentary fees pertaining to the sale of the Property. (b) Purchaser shall pay (i) Purchaser’s attorneys’ fees, (ii) one hundred percent (100%) of any escrow fees and sales taxes (if any) pertaining to the sale of the Property, (iii) the Title Policy for the Property, (iv) the cost of any endorsements to the Title Policy for the Property, (v) any and all recording fees (except as set forth in Section 6.4(a)(iii) above), and (vi) all costs of Purchaser’s due diligence in connection with the transaction contemplated hereby. 6.5 Each party shall execute and deliver such further reasonably necessary documents and instruments as required in order to implement the Closing of the transaction contemplated by, and pursuant to, the terms of this Agreement. ARTICLE 7 PRORATIONS 7.1 The following shall be apportioned and adjusted between Seller and Purchaser as of 11:59 p.m. (California time) the day preceding the Closing Date, except as otherwise specified: (a) rents and additional rents (if any and as defined in the Tenant Leases) under or in respect of the Tenant Leases, as, when and to the extent actually collected, on the basis of the period for which payable under the applicable Tenant Lease and apportioned on the basis of the actual number of days in such period; (b) any real property taxes, water and sewer rents and charges; any tax credit or refund collected as a result of any real property tax appeal; vault taxes or charges, elevator inspection charges and other like and similar municipal taxes and charges, each on the basis of the fiscal year or other period for which assessed, and apportioned upon the basis of the actual number of days in such year or period. If actual tax bills are not available, taxes shall be apportioned based on the most recent tax bills available, with a post-Closing adjustment to be made as soon as tax bills for the fiscal year during which the Closing occurs become available; (c) subject to Section 7.5, electric, gas, steam and other public utility charges for services furnished to the Property, on the basis of the actual number of days in any period covered by the charge being apportioned (except that no apportionment shall be made for any of

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such items as are furnished and charged by the applicable utility company directly to Tenants under the Tenant Leases); (d) all charges and concession under the Assumed Contracts (as hereinafter defined), on the basis of the actual number of days in any period covered by the charge being apportioned. Purchaser shall not be entitled to any prorations of upfront fees or commissions or similar amounts paid to Seller under the Assumed Contracts. Seller shall provide Purchaser a schedule of such fees prior to Closing. Seller shall pay, at or prior to the Closing, all installments or amounts of items which are being apportioned under this Section which became due and payable prior to the Closing Date; and (e) such other items as are customarily apportioned between sellers and purchasers of real properties of a type similar to the Apartment Complex located in the State of California. 7.2 Seller shall pay all unpaid commissions, fees and other charges due on or prior to the Closing to real estate brokers or other Persons with respect to any Tenant Lease beginning prior to the Closing Date. Seller shall provide to Purchaser a list of all such commissions, fees or other charges prior to Closing. At Purchaser’s option upon delivery of written notice to Seller no later than ten (10) Business Days prior to the Closing Date, Purchaser will receive a credit against the Purchase Price for all Deposits, or Seller shall transfer to Purchaser at Closing an amount equal to all deposits. If Purchaser fails to provide notice pursuant to the preceding sentence, Purchaser shall be deemed to have elected to receive a credit against the Purchase Price. 7.3 If the Closing occurs before a new real property or other applicable tax rate or charge of a Governmental Entity is fixed, then the apportionment of such tax or charge at the Closing shall be based upon the tax rate for the immediately preceding fiscal period applied to the latest assessed valuation. Promptly after the new tax rate has been fixed, the apportionment of such tax or charge made at the Closing shall be recalculated and any reimbursement owed by Purchaser to Seller or Seller to Purchaser, as the case may be, shall be paid promptly after such recalculation. The provisions of this section shall survive the Closing (and not be merged therein). 7.4 If any Tenant under a Tenant Lease is in arrears in the payment of rent, or other charges, payments received from such Tenant after the Closing shall be applied in the following order of priority: first, to current rents and other sums due Purchaser as the current owner of the Property and landlord under the Tenant Leases, and the balance to any delinquent sums owing to Seller under the Tenant Leases. If any payments from a Tenant received by Purchaser or Seller after the Closing are payable to the other party by reason of this Section, then the appropriate sum shall be promptly paid to the other party. After the Closing, Seller may bring, in Seller’s name and at Seller’s expense, an action against any Tenant to collect rent, additional rent, or other payments due Seller for a period prior to the Closing Date, together with the cost of collection thereof; but in no event shall Seller seek any remedy against any such Tenant other than collection of funds from the particular Tenant and Seller shall not commence an action against any such Tenant until such time as such Tenant is no longer in occupancy of a unit at the Apartment Complex. Seller shall not interfere with other Tenants of the Property and shall comply with all applicable laws in connection with its collection of delinquent sums pursuant to the terms of this paragraph. Notwithstanding anything contained herein to the contrary, nothing shall prevent

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Purchaser from commencing eviction proceedings against any Tenant for non-payment of current rents as they become due. 7.5 The apportionment of utility charges shall be made upon the basis of charges shown on the latest available bills of such utilities. The charges shown on such available bills for periods prior to the Closing Date shall be paid by Seller, and for the period from the date of each such last available utility bill to the Closing Date an apportionment shall be made based on the amount charged for the period covered by such last available bill. Notwithstanding the foregoing, Seller will use reasonable efforts to cause the respective utility companies to read their meters or fix their charges to the Closing Date, in which event Seller shall pay such charges, when billed, to the Closing Date, and Purchaser shall pay such charges from and after the Closing Date and/or promptly reimburse Seller for any such charges paid by Seller for any period subsequent to the Closing Date. 7.6 At the Closing if requested by Purchaser, Seller shall assign to Purchaser, as part of the Assignment, all deposits or escrows held for Seller’s account at or by any public utility company in connection with the utility services furnished to the Property; and in such case Purchaser shall pay Seller, at the Closing, for the amount of deposits, or escrows so assigned. Prior to the Closing Date, Seller shall notify all such public utilities in writing of the applicable transfer of service. 7.7 If any item covered by this Article cannot be apportioned because the same has not been (or cannot be) fully ascertained on the Closing Date, or if any error has been made with respect to any apportionment, then such item shall be apportioned (or corrected, as applicable) as soon as the same is fully ascertained and shall be paid within twenty (20) days thereafter by the appropriate party. Any Property-related bills received after Closing related to the period prior to Closing shall be promptly paid by Seller. 7.8 Real estate tax refunds and credits received after the Closing which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser, pursuant to this Article. 7.9 If, as of the Closing Date, the Property shall be (or shall have become) subject to a special or local assessment or charge of any kind (whether or not yet a lien), then (to the extent not payable by the tenants) Seller shall pay all installments thereof due and payable prior to the Closing Date; provided, however, any installment thereof attributable to a period from and after the Closing Date shall be apportioned at the Closing in the same manner as for taxes under Section 7.1(b). Purchaser shall be responsible for all installments of such assessment attributable to the period from and after the Closing Date. 7.10 In the event either Purchaser or Seller shall owe the other any money as a result of the terms of this Article 7 (whether at Closing or thereafter), then the party owing such money shall pay the other party such money promptly, as soon as the amount is finally determined. 7.11 This Article 7, and all rights and duties of the parties hereunder, shall survive the Closing for 180 days. Notwithstanding the foregoing sentence, if a post-Closing adjustment is

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provided for pursuant to the terms of Section 7.1(b) or Section 7.9, then such adjustment shall be made as soon as tax bills for the fiscal year during which the Closing occurs become available. ARTICLE 8 REPRESENTATIONS AND WARRANTIES OF SELLER 8.1 Disclaimer of Seller. (a) Except as otherwise expressly provided in this Agreement, Purchaser acknowledges and agrees that Seller, or any member, shareholder, partner, director, officer, manager, person, firm, agent, employee or representative of, or acting or purporting to act on behalf of, Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property. Except as otherwise expressly provided in this Agreement, Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker or any agent or employee of Seller. Purchaser further acknowledges and agrees that except as expressly set forth in this Agreement, to the maximum extent permitted by law, that should the Closing occur, then the sale of the Property as provided for herein will be made on an “AS IS” condition and basis “WITH ALL FAULTS,” including, without limitation, all issues pertaining any violations of applicable law related to the balconies located at the Apartment Complex. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that the Property is sold by Seller and purchased by Purchaser subject to the foregoing. (b) Except as otherwise expressly provided in this Agreement, Seller makes no representations or warranties as to the truth, accuracy or completeness of any materials, data or other information supplied to Purchaser in connection with Purchaser’s inspection of the Property (e.g., that such materials are complete, accurate or the final version thereof, or that all such materials are in Seller’s possession). It is the parties express understanding and agreement that such materials are provided only for Purchaser’s convenience in making its own examination and determination prior to the date hereof as to whether it wishes to purchase the Property, and, in doing so, Purchaser shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller, except as may be expressly set forth below in Section 8.2. (c) Each party comprising Seller and its shareholders, officers, directors, agents, employees, property manager and affiliates (individually a “Seller Party” and collectively the “Seller Parties”) are hereby released from all responsibility and liability regarding the condition (including the presence in the soil, air, structures and surface and subsurface waters, of any and all materials or substances that have been or may in the future be determined to be toxic, hazardous, undesirable or subject to regulation and that may need to be specially treated, handled and/or removed from the Property under current or future federal, state and local laws, regulations or guidelines), valuation, salability or utility of the Property, or its suitability for any purpose whatsoever. Purchaser releases Seller from any claims it may have against Seller now or in the future under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§ 9601 et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. §§

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6901 et seq., as amended; any other analogous state or federal statute; and common law arising from the environmental conditions of the Property or the presence of hazardous materials, solid wastes, or any other pollutants or contamination the Property. Provided, however, that this release in this subparagraph does not apply to any claims against the Seller Parties for actual fraud, as defined in California Civil Code Section 1572. (d) Purchaser acknowledges that any information of any type which Purchaser has received or may receive from any Seller Party, including, without limitation, any environmental reports and surveys, is furnished on the express condition that Purchaser shall make an independent verification of the accuracy of such information, all such information being furnished without any representations or warranty of Seller whatsoever, whether as to the completeness of such information, its accuracy or otherwise. (e) THE PROVISIONS OF THIS SECTION ARE A MATERIAL PART OF THE CONSIDERATION FOR SELLER’S ENTERING INTO THIS AGREEMENT, AND SHALL SURVIVE CLOSING OR EARLIER TERMINATION OF THIS AGREEMENT. 8.2 Representations and Warranties of Seller. Seller represents and warrants to Purchaser as follows, subject to changes in facts permitted hereunder and occurring in the ordinary course of Seller’s business: (a) Authority of Seller. Seller is a limited liability company duly organized and validly existing under the laws of California. Seller has all necessary power and lawful authority to own and operate the Property, and to carry on its business. The execution and delivery by Seller of this Agreement and the Closing Documents, and the consummation by Seller of the transactions contemplated thereby, shall be duly authorized by all necessary corporate action of Seller at or before the Closing. Seller has the full corporate right, power and authority to enter into, execute and deliver this Agreement, and to perform all duties and obligations imposed on Seller under this Agreement. (b) Legal Proceedings. Except as may be set forth on Exhibit “I”, Seller has not received any written notice of any pending or threatened Legal Proceedings against Seller on the Property (to the extent that the same would have material adverse effect on Seller’s performance of its obligations under this Agreement or the Closing Documents) or otherwise materially and adversely affecting the Property. (c) FIRPTA. Seller is not a foreign person within the meaning of Section 1445(b) (2) of the Internal Revenue Code of 1986, as amended. (d) Hazardous Materials. Except as may otherwise be specified in any environmental reports or documents delivered or made available to Purchaser by Seller, Seller has received no written notice from any Governmental Entity of the presence on or under the Property of any Hazardous Materials which violates any Environmental Law. (e) Violations. There are no outstanding written notices from a Governmental Entity that the Property is in violation of any Applicable Law, which violation materially and adversely affects the current use of the Property.

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(f) Patriot Act. Neither Seller, nor any member, partner or shareholder of Seller, nor, to Seller’s knowledge, any person or entity with actual authority to direct the actions of any member, partner or shareholder of Seller, (i) are named on any list of persons, entities and governments issued by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”) pursuant to Executive Order 13224 – Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order 13224”), as in effect on the date hereof, or any similar list known to Seller or publicly issued by OFAC or any other department or agency of the United States of America (collectively, the “OFAC Lists”), (ii) are included in, owned by, controlled by, knowingly acting for or on behalf of, knowingly providing assistance, support, sponsorship, or services of any kind to, or otherwise knowingly associated with any of the persons, entities or governments referred to or described in the OFAC Lists, or (iii) has knowingly conducted business with or knowingly engaged in any transaction with any person, entity or government named on any of the OFAC Lists or any person, entity or government included in, owned by, controlled by, acting for or on behalf of, providing assistance, support, sponsorship, or services of any kind to, or, to Sellers’ knowledge, otherwise associated with any of the persons, entities or governments referred to or described in the OFAC Lists. (g) Condemnation. Seller has not received any written condemnation notice from any Governmental Entity pertaining to all or any portion of the Property and, to Seller’s knowledge, there are no condemnation proceedings pending nor has Seller received a written notice from a Governmental Entity threatening a condemnation proceeding with respect to all or any portion of the Property. (h) Contracts. The Contracts provided to Purchaser comprise all of the Contracts which will affect the Property on or after the Closing. 8.3 Knowledge. As used herein, the term “to Seller’s knowledge” shall mean only the “current actual knowledge” (as defined below) of Andrew Hinkelman. As used herein, the term “current actual knowledge” shall mean only the actual, current, conscious and not constructive, imputed or implied knowledge of such designee without having made a review of the files or other inquiry. Anything herein to the contrary notwithstanding, such designee shall not have any personal liability or obligation whatsoever with respect to any of the matters set forth in this Agreement or any of the Seller’s representations herein being or becoming untrue, inaccurate or incomplete in any respect. 8.4 Survival. The representations and warranties of Seller set forth in this Article 8 and anywhere else in this Agreement (unless expressly stated otherwise) shall survive the Closing of the transaction contemplated in this Agreement and the delivery of the Grant Deed from Seller to Purchaser for a period of six (6) months from and after the Closing Date. In the event that Purchaser first receives knowledge of any breach by Seller of any representation and warranty of Seller under this Agreement during the aforementioned six (6) month period and thereafter gives Seller written notice of such breach with a detailed explanation and any related documentation supporting the claim by Purchaser against Seller in connection therewith (a “Claim”), such claim shall survive until a final judgment of a court of competent jurisdiction which is not subjected to appeal or the written settlement of such Claim by Seller and Purchaser. Consequently, Purchaser stipulates and agrees that if Purchaser has not provided Seller with a Claim, then from and after

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such six (6) month period, it is entitled to and agrees to claim no damages of any kind with respect to any alleged breach and/or violation of any such representations and/or warranties of Seller. All claims relating to or arising out of a breach of a Seller representation and warranty shall be subject to a cap in the aggregate amount of one and one-half percent (1.5%) of the Purchase Price (the “Cap”), and Seller’s aggregate liability to Purchaser for the breach of one or more representations and warranties shall not exceed the amount of the Cap. Further, Seller shall not have any liability for the breach of one or more Seller representations and warranties unless the liabilities, damages, judgments, costs, fees and expenses (including reasonable attorneys’ fees) incurred by Purchaser resulting from all such claims are in the aggregate amount of at least Twenty-Five Thousand Dollars ($25,000.00) (and if so, such liability shall include all such damages up to the Cap). Purchaser agrees to first reasonably seek recovery under any applicable insurance policies, service contracts and/or leases prior to seeking recovery from Seller, and Seller shall not be liable to Purchaser to the extent Purchaser’s claim is satisfied from all or any of such sources. 8.5 Notice to Seller. In the event Purchaser obtains knowledge of any breach and/or violation of any Seller’s representations and warranties, Purchaser shall deliver written notice thereof to Seller the earliest of (i) within five (5) Business Days of such discovery, or (ii) the Closing Date. Purchaser hereby waives any right Purchaser may have to commence any action(s) to enforce any alleged breach and/or violation of any of the representations of Seller as set forth in this Agreement or to seek damages in connection therewith in the event that Purchaser obtains actual knowledge of any such alleged breach and/or violation prior to the Closing Date and fails to timely give Seller notice thereof within the timeframe set forth in this paragraph. 8.6 Independent Evaluation. Purchaser is a sophisticated and experienced investor in commercial real properties and businesses and has been represented by independent legal counsel and other consultants in connection with the transaction contemplated by this Agreement. Purchaser represents and warrants that, in performing its due diligence, Purchaser has and will review the title to and the physical condition of the Property, and that it will conduct such independent analyses, studies, reports, investigations and inspections as it deems appropriate in connection with the purchase of the Property. The Purchase Price and the terms and conditions set forth herein are the result of arm’s-length bargaining between experienced entities familiar with transactions of this kind. 8.7 Purchaser’s Release of Seller (a) Purchaser hereby releases, remises, acquits and forever discharges Seller, its members, managers, directors, officers, shareholders, partners, employees, agents, representatives, affiliates, and their respective successors and assigns (collectively, the “Released Parties”), from and against any and all claims, causes of actions, suits, legal or administrative orders or proceedings, demands, damages, punitive damages, losses, costs, liabilities and expenses, whether known or unknown, liquidated or contingent, which Purchaser has or may have in the future arising from or in any way relating to the following: (a) the completeness or accuracy of any and all materials, data and information regarding the Property, including, without limitation, Seller’s Deliveries; (b) the physical condition of the Real Property; (c) the existence or presence of any Hazardous Materials on, under or about the Real Property and/or the release or discharge of any Hazardous Materials from the Real Property; (d) the violations of any applicable statutes or laws with regard to the Real Property, including any Environmental Laws; and (e) any and all other

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knowledge, otherwise associated with any of the persons, entities or governments referred to or described in the OFAC Lists. 9.2 Survival. The representations and warranties of Purchaser set forth in this Article 9 and anywhere else in this Agreement (unless expressly stated otherwise) shall survive the Closing of the transaction contemplated in this Agreement and delivery of the Grant Deed from Seller to Purchaser for a period of six (6) months from and after the Closing Date. ARTICLE 10 RISK OF LOSS 10.1 Casualty. Seller assumes all risks for damage to or injury occurring to the Property by fire, storm, accident, or any other casualty or cause (a “Casualty”) until the Closing. Immediately after Seller has received notice of the occurrence of any Casualty between the date hereof and the Closing, Seller shall give Purchaser written notice thereof (a “Casualty Notice”), which Casualty Notice shall state the type, location and amount of damage to any of the Apartment Complex and Seller’s good faith estimate of the cost to complete repairs of such Casualty. (a) If prior to the Closing such a Casualty shall occur and the cost to complete repairs of such Casualty shall equal $250,000 or more, then in any such event, Purchaser may, at its sole option, terminate this Agreement by written notice to Seller (the “Casualty Termination Notice”) within ten (10) Business Days after Purchaser has received the Casualty Notice (provided, however, if the Closing is scheduled for a date which is less than ten days after Purchaser’s receipt of the Casualty Notice, the Closing shall be postponed until ten days after Purchaser’s receipt of the Casualty Notice), in which event if Purchaser so elects to terminate, this Agreement shall be null and void, the Earnest Money shall be returned to Purchaser, and neither party shall have any further liability or obligations to the other (except as specifically provided in this Agreement). (b) If (i) Purchaser does not elect to terminate this Agreement if the cost to complete repairs to such Casualty shall equal or exceed $250,000, or (ii) the cost to complete repairs of such Casualty shall be less than $250,000, then the Closing shall take place as provided herein, and at the Closing there shall be assigned to Purchaser all of Seller’s rights, titles and interest in and to any insurance policies covering such Casualty and all proceeds to be paid thereunder as may be then uncollected (with a credit against the Purchase Price in the amount of the deductible under such insurance policies). (c) Condemnation. If, prior to the Closing, an action is initiated to take all or any portion of any Apartment Complex by eminent domain proceedings or by deed in lieu thereof (a “Condemnation”), Seller, upon receipt of written notice of such action from any Governmental Entity, shall immediately give Purchaser written notice of such Condemnation stating the amount, type and location of such Condemnation (a “Condemnation Notice”). Upon receipt of a Condemnation Notice, Purchaser may, in its sole discretion, elect to terminate this Agreement, and upon such termination, the Agreement shall be null and void, the Earnest Money (and all interest earned thereon) shall be returned to Purchaser, and neither party shall have any further liability or obligations to the other (except as specifically provided in this Agreement).

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11.3 Default Remedies of Seller. (a) Purchaser shall be in default hereunder upon the occurrence of any one or more of the following events: (i) any of Purchaser’s warranties or representations set forth herein are untrue or inaccurate in any material respect and Purchaser fails to cure the condition rendering such representation or warranty untrue in any material respect within ten (10) days after the earlier to occur of (a) notice from Seller of such untruth or inaccuracy and (b) Purchaser’s self-discovery of such untruth or inaccuracy; or (ii) Purchaser shall fail to meet, comply with or perform in any material respect any covenant, agreement, or obligation on its part required, within the time limits and in the manner required in this Agreement, for any reason other than a Permitted Termination. (b) IF ANY OF THE REPRESENTATIONS AND WARRANTIES OF PURCHASER SET FORTH IN THIS AGREEMENT ARE NOT TRUE, COMPLETE AND CORRECT AT AND AS OF THE CLOSING DATE IN ALL MATERIAL RESPECTS OR PURCHASER OTHERWISE DEFAULTS IN PERFORMING ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT RESULTING IN THE FAILURE OF PURCHASER TO PURCHASE THE PROPERTY (“PURCHASER DEFAULT”), THEN SELLER’S SOLE AND EXCLUSIVE REMEDY FOR SUCH FAILURE SHALL BE RETAINING THE EARNEST MONEY AS LIQUIDATED DAMAGES FOR SUCH PURCHASER’ DEFAULT. IN SUCH EVENT, THIS AGREEMENT WILL TERMINATE, AND NEITHER PARTY WILL HAVE ANY FURTHER LIABILITY HEREUNDER WITH RESPECT THERETO OTHER THAN WITH RESPECT TO THE OBLIGATIONS AND INDEMNITIES CONTAINED IN THIS AGREEMENT THAT SURVIVE TERMINATION. THE PAYMENT OF SUCH AMOUNT AS LIQUIDATED DAMAGES IS NOT INTENDED AS A FORFEITURE OR PENALTY BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO SELLER. PURCHASER AND SELLER AGREE THAT IT WOULD BE EXTREMELY IMPRACTICAL AND DIFFICULT TO ESTIMATE THE AMOUNT OF DAMAGES SELLER MIGHT SUFFER IN THE EVENT OF A PURCHASER DEFAULT HEREUNDER. THE PARTIES HEREBY AGREE THAT THE DELIVERY OF THE EARNEST MONEY TO SELLER IN THE EVENT OF A PURCHASER DEFAULT REPRESENTS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES AND SHALL CONSTITUTE SELLER’S SOLE AND EXCLUSIVE REMEDY AT LAW OR IN EQUITY FOR ANY BREACH BY PURCHASER AND SELLER HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO REQUIRE SPECIFIC PERFORMANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, NOTHING CONTAINED IN THIS SECTION 11.3 SHALL LIMIT PURCHASER’S INDEMNITY OBLIGATIONS SET FORTH IN THIS AGREEMENT, AND PURCHASER’S LIABILITY UNDER SECTION 15.15. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.

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loss, cost, claim or expense arising out of any breach of Purchaser’s obligations or representations in Section 13.1. 13.3 This Article shall survive the Closing (or, if the Closing does not occur, the earlier termination of this Agreement). ARTICLE 14 TERMINATION; CONFIDENTIALITY 14.1 Termination of This Agreement. If Purchaser timely elects not to proceed with the purchase for any reason or no reason in its sole discretion, then Seller and Purchaser hereby specifically agree and acknowledge that the Escrow Holder is and shall be immediately and unconditionally authorized to return the Earnest Money and all interest which has accrued thereon to Purchaser, less and with the exception of One Hundred Dollars ($100) (the “Independent Contract Consideration”) of the Earnest Money, which shall be delivered to Seller as independent consideration for Seller’s entering into this Agreement, and all rights and obligations of Purchaser and Seller shall terminate and this Agreement shall be null and void and of no further force and effect. 14.2 Confidentiality of Results. Purchaser agrees that, prior to the Closing, it shall not disclose the results of any environmental investigation or other due diligence results to any Person or Governmental Entity without the prior written consent of Seller, except (1) to Purchaser’s representatives (including, without limitation, attorneys, accountants, investment advisors, contractors, employees and agents, members or partners) who need to know the information for the purpose of evaluating the Property and agree to maintain the confidential nature of the information; (2) as may be necessary for Purchaser or Purchaser’s representatives to comply with applicable laws, including, without limitation, governmental, regulatory, disclosure, tax and reporting requirements; and (3) to Purchaser’s lender. 14.3 Survival. The provisions of this Article 14 shall survive the Closing or earlier termination of this Agreement. ARTICLE 15 MISCELLANEOUS 15.1 Notices. All notices, demands and requests which may be given or which are required to be given by either party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when (a) personally delivered to the address of the party to receive such notice set forth below, (b) transmitted if sent via facsimile or email (with confirmation of successful transmission), (c) the next succeeding Business Day after deposit with a nationally recognized overnight courier service (e.g., Federal Express) and addressed to the party as set forth below, or (d) three days after when deposited in any post office or mail receptacle regularly maintained by the United States Postal Service, certified or registered mail, return receipt requested, postage prepaid, addressed as follows: If to Purchaser: OVER THE FENCE, LLC 900 Mission Ave., Suite A San Rafael, CA 94901

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Phone: Fax: E-mail: With a copy to: Abbey, Weitzenberg, Warren & Emery 100 Stony Point Road, Suite 200 Santa Rosa, CA 95401 Attn: Mitchel B. Greenberg Phone: (707) 542-5050 Fax: (707) 542-2589 E-mail: mgreenberg@abbeylaw.com If to Seller: PROFESSIONAL INVESTORS 49, LLC c/o Professional Financial Investors, Inc. 350 Ignacio Blvd., Suite 300 Novato, CA 94949-7202 Attn: Greg Gotthardt Phone: (213) 452-6323 E-mail: Greg.Gotthardt@fticonsulting.com With a copy to: Sheppard, Mullin, Richter & Hampton LLP 379 Lytton Avenue Palo Alto, CA 94301 Attn: Barrett Marum and Michael Leake Phone: (619) 338-6500 Fax: (619) 338-6500 E-mail:bmarum@sheppardmullin.com; mleake@sheppardmullin.com or such other place as Seller or Purchaser, respectively, may from time to time designate by written notice to the other. A notice may be given by a party or by a party’s attorney at law. 15.2 Entire Agreement. This Agreement embodies the entire agreement between the parties relative to the subject matter hereof, and there are no oral or written agreements between the parties, nor any representations made by either party relative to the subject matter hereof, which are not expressly set forth herein. The parties hereto do not intend to confer any benefit hereunder on any Person other than the parties hereto. 15.3 Amendment. This Agreement may be amended only by a written instrument executed by the party or parties to be bound thereby. 15.4 Headings. The captions and headings used in this Agreement are for convenience only and do not in any way limit, amplify, or otherwise modify the provisions of this Agreement. 15.5 Governing Law. This Agreement shall be governed by the laws of the State of California.

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15.6 Successors and Assigns. This Agreement shall bind and inure to the benefit of Seller and Purchaser and their respective successors and permitted assigns. 15.7 Invalid Provision. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and, the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such illegal, invalid, or unenforceable provision or by its severance from this Agreement. 15.8 Multiple Counterparts. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. 15.9 Construction. The words “herein” “hereof “hereunder” and other similar compounds of the words “here” when used in this Agreement shall refer to the entire Agreement and not to any particular provision or section. Whenever used in this Agreement, the singular shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. Marginal notes are inserted for convenience only and shall not form part of the text of this Agreement. This Agreement shall not be construed as if it had been prepared by one of the parties, but rather as if both parties had prepared the same. Each party acknowledges that such party’s obligations with respect to any covenant, indemnity, representation or warranty under this Agreement which expressly survives the Closing shall be considered a “liability” for purposes of any distribution limitation imposed under the organizational laws applicable to such party, its members and/or their respective partners, members and shareholders. 15.10 Waivers. No waiver of any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act. 15.11 Time of Essence. Seller and Purchaser hereby acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, obligation and provision hereof and that failure to timely perform any of the terms, conditions, obligations or provisions hereof by either party shall constitute a material breach of and a non-curable default under this Agreement by the party so failing to perform. 15.12 No Joint Venture. This Agreement shall not create a partnership or joint venture relationship between Purchaser and Seller. 15.13 Assignment. Except as provided in this Section, this Agreement may not be assigned by Purchaser without the prior written consent of Seller, which consent may be withheld in Seller’s sole and absolute discretion. The foregoing sentence to the contrary notwithstanding, Purchaser may assign this Agreement without Seller’s consent to an entity which controls, is controlled by or under common control with Purchaser, provided that Purchaser delivers to Seller not less than five (5) Business Days prior to the Closing Date an instrument evidencing such

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assignment. No assignment of this Agreement shall release the original Purchaser named herein from its obligations hereunder without the express written consent of Seller. In the event of any such assignment, the assignee shall assume in writing all of the assignor’s obligations under this Agreement, but Purchaser or any subsequent permitted assignor shall not be released from its obligations under this Agreement. 15.14 Timing. If the final date of any period which is set out in any provision of this Agreement falls on a day which is not a Business Day, in such event, the time of such period shall be extended to the next Business Day. 15.15 Attorney’s Fees. In the event of any dispute between the parties concerning this Agreement, the non-prevailing party in such dispute shall reimburse the prevailing party for its reasonable attorneys’ fees and costs incurred in connection with such dispute. The provisions of this Section Error! Reference source not found. shall survive entry of any judgment and shall not merge, or be deemed to have merged, into any judgment. 15.16 Section 1031 Exchange. Purchaser acknowledges that Seller may elect to effect the disposition of the Property pursuant to this Agreement as a like-kind exchange pursuant to Section 1031 of the United States Internal Revenue Code (an “Exchange”). Purchaser agrees to cooperate with Seller in all respects in effecting such Exchange, including, without limitation, by executing and delivering such documents as may be customarily required in such exchange transactions, provided that Purchaser shall not be required to incur any expense or additional obligation in connection therewith nor shall any such Exchange delay the Closing Date. Seller acknowledges that Purchaser may acquire the Property as part of an Exchange. Seller agrees to cooperate with Purchaser in all respects in effecting such Exchange, including, without limitation, by executing and delivering such documents as may be customarily required in such Exchange, provided that Seller shall not be required to incur any expense or additional obligation in connection therewith, nor shall any such Exchange delay the Closing Date. 15.17 No Third Party Beneficiary. The provisions of this Agreement are not intended to benefit any third-party beneficiary. 15.18 Transfer of Water Retrofit Responsibility. Purchaser acknowledges that Seller has informed Purchaser (i) of the requirements of California Civil Code Section 1101.5(a), which requires that on or before January 1, 2019 all noncompliant plumbing fixtures in any multifamily residential real property and in any commercial real property shall be replaced with water-conserving plumbing fixtures, and (ii) that Seller does not know, and makes no representations or warranties, whether any of the plumbing fixtures at the Property comply with the requirements of California Civil Code Section 1101.5(a). In the event Closing occurs, Purchaser acknowledges and agrees that it shall be responsible, at its sole cost and expense, for complying with all such requirements.

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ARTICLE 16 Bankruptcy Court Approval. 16.1 Filing of Sale Motion. Seller shall promptly file and diligently pursue the Sale Motion. Seller shall promptly confer with Purchaser regarding any written objections filed with the Bankruptcy Court with respect to the Sale Motion. 16.2 Obligation to Seek Sale Order. Seller shall use reasonable best efforts to obtain entry of the Sale Order promptly and to perform such other acts as may be necessary to permit Seller to consummate the Transaction. The Sale Order shall contain findings of fact and conclusions of law establishing, among other things, that: (a) Seller is authorized to transfer to Purchaser all interests of Seller in the Property free and clear of Encumbrances (except Permitted Encumbrances), to the fullest extent allowable under the Bankruptcy Code; (b) Seller is authorized to assume and assign the Assigned Contracts to Purchaser; (c) Purchaser is a good-faith purchaser entitled to the protections of Section 363(m) of the Bankruptcy Code; and (d) the fourteen-day stay provision of Bankruptcy Rule 6004 is waived. In the event an appeal is filed, Seller shall use commercially reasonable efforts to defend the order or orders being appealed, and may close the transaction unless such closing is subject to a stay. Seller shall keep Purchaser reasonably informed of the status of efforts to obtain the entry of the Sale Order. [Remainder of Page Left Intentionally Blank]

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EXHIBIT “A” LEGAL DESCRIPTION [To be inserted by Title Company]

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EXHIBIT “B” CONTRACTS Vendor Service Provided

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EXHIBIT “C” GRANT DEED Recording Requested By When Recorded Mail To: ______________________________ ______________________________ ______________________________ ______________________________ Mail Tax Statement To: ______________________________ ______________________________ ______________________________ ______________________________ APN: _____________________ Space Above For Recorder’s Use DOCUMENTARY TRANSFER TAX $ [X] Computed on full value of property conveyed; or [ ] Computed on full value less liens & encumbrances remaining thereon at the time of sale. Signature of declarant or agent determining tax - firm name GRANT DEED FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, Professional Investors 49, LLC, a California limited liability company and ________________ (collectively, “Grantor”), hereby GRANTS to Over The Fence, LLC, a California limited liability company (“Grantee”), the real property in the City of San Rafael, County of Marin, State of California, more particularly described on Exhibit A attached hereto (“Property”). THIS GRANT DEED is made and accepted upon all covenants, conditions, restrictions, reservations, easements and exceptions of record. Date: PROFESSIONAL INVESTORS 49, LLC, a California limited liability company

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By Its Date: ____________________________________ By Its [Add acknowledgments.]

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EXHIBIT A TO DEED Property Description

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EXHIBIT “D” ASSIGNMENT AND ASSUMPTION OF LEASES AND DEPOSITS THIS ASSIGNMENT AND ASSUMPTION OF LEASES AND DEPOSITS (the “Assignment”) is made as of __________________ by and between ____________________ (“Assignor”) whose address is c/o __________________________, and __________________, a _______________ (“Assignee”) whose address is ______________________. Introductory Provisions: The following provisions form a part of this Assignment: A. Assignor and Assignee are parties to that certain Purchase and Sale Agreement dated as of ______________ ___, 202_ (the “Agreement”), which provides, among other things, for the sale by Assignor to Assignee of that certain land (the “Land”) lying and being situated in Marin County, California and described on Exhibit “A” which is attached hereto and incorporated herein by reference for all purposes. B. Attached hereto as Exhibit “B” and incorporated herein by reference for all purposes is a current rent roll listing all leases affecting the Property or any portion thereof presently in force (collectively, the “Leases”). C. Assignee desires to acquire from Assignor, and Assignor desires to convey and assign to Assignee, the Leases and Deposits (defined in the Agreement), but excluding the Excluded Assets (defined in the Agreement) and all of the rights, benefits and privileges of the lessor under the Leases and the Deposits in connection with Assignee’s acquisition of the Property from Assignor. In consideration of the foregoing and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Assignor does hereby ASSIGN, TRANSFER, SET OVER, CONVEY and DELIVER unto Assignee all of Assignor’s right, title and interest in and to all of the Leases and Deposits, and all of the rights, benefits and privileges of the lessor under the Leases, but subject to all terms, conditions, reservations and limitations set forth in the Leases. 2. Assignee hereby assumes and agrees to perform all of the terms, covenants and conditions of the Leases on the part of the lessor therein that arise under the Leases and are required to be performed from and after the date hereof including, but not limited to, the obligation to repay to the lessees thereunder, in accordance with the terms of the Leases, any and all Deposits to the extent of the amount of cash delivered by Assignor to Assignee with respect to such Deposits and prepaid rentals. Assignor is not responsible for any physical conditions or defects which exist or may have existed on the Property on or prior to the date hereof.

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3. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which the Property is located without regard to the principles of conflicts of law. 4. This Assignment may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the day first above written. ASSIGNOR: PROFESSIONAL INVESTORS 49, LLC, a California limited liability company By: Name: Title: ASSIGNEE: OVER THE FENCE, LLC, a California limited liability company By: Name: Title:

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EXHIBIT “E” BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT THIS BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (the “Assignment”), dated as of __________ __, 202_ by and between ___________________ (“Assignor”) whose address is c/o ___________________________, and __________________, a _______________ (“Assignee”) whose address is ______________________. Introductory Provisions: The following provisions form a part of this Assignment: Assignor and Assignee are parties to that certain Purchase and Sale Agreement dated as of ______________ ___, 2021 (the “Agreement”), which provides, among other things, for the sale by Assignor to Assignee of that certain land (the “Land”) lying and being situated in Marin County, California and described on Exhibit “A” which is attached hereto and incorporated herein by reference for all purposes, together with the buildings on the Land (the said Land and the improvements thereon being herein referred to as the “Property”), and the execution of this Assignment. It is the desire of Assignor hereby to sell, assign, transfer and convey to Assignee all of Assignor’s rights, titles and interests in the below described items. THEREFORE, in consideration of the foregoing and Ten Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee to Assignor, the receipt and sufficiency of which are hereby acknowledged, subject to the terms of the Agreement, the parties agree as follows: 1. Except for the Excluded Assets (as defined in the Agreement), Assignor does hereby ASSIGN, SELL, TRANSFER, SET OVER and DELIVER to Assignee all of the following items listed in (a) through and including (d) below, (collectively, the “Assigned Properties”): (a) all of Assignor’s rights, titles and interests in the Personal Property (as defined in the Agreement) which are not owned by any of the tenants in the Property and which are in the possession of Assignor, including without limitation, the personal property inventory described on Exhibit “B” attached hereto and incorporated herein by reference for all purposes; (b) all of Assignor’s rights, titles and interests in any and all, if any, rights to the air space above the Property, all zoning entitlements, development rights and appurtenances accruing to the Property (and/or the Assignor with respect to the Property) under, or by reason of, any applicable zoning ordinance or other laws; (c) all books, records and tenant lists for the Property owned by Assignor and in the possession or control of Assignor, together with any and all, files, reports, surveys, studies, and/or budgets previously made available by Assignor to Assignee in connection with the ownership, operation, maintenance and/or management of the Property, and in the possession or control of Assignor; and

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(d) any and all, if any, architectural, electrical, mechanical, plumbing and other plans and specifications and soil reports, grading plans and topographical maps produced in connection with the construction, repair and maintenance of the Property (including all revisions and supplements thereto), which are not owned by any of the tenants and are in the possession or control of Assignor. 2. Assignor hereby represents, warrants, covenants and agrees with Assignee that Assignor is the owner of the personal property described on Exhibit “B” attached hereto and incorporated by reference, which personal property is free and clear of any and all liens, security interests or encumbrances. 3. EXCEPT AS MAY OTHERWISE BE PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED PROPERTIES “AS IS”, “WHERE IS” AND WITH “ALL FAULTS”. EXCEPT AS OTHERWISE SET FORTH HEREIN, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, EXCEPT AS OTHERWISE SET FORTH HEREIN, CONCERNING THE ASSIGNED PROPERTIES, INCLUDING WITHOUT LIMITATION: (I) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSIGNED PROPERTIES. ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. NOTWITHSTANDING THIS SUBPARAGRAPH, ASSIGNEE DOES NOT WAIVE ANY RIGHTS TO ANY CLAIM AGAINST ASSIGNOR UNDER CIVIL CODE SECTION 1572 WITH RESPECT TO THE SUBJECT MATTER OF THIS ASSIGNMENT. 4. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. This Assignment shall be governed by and construed under the laws of the state in which the Property is located without regard to the principles of conflicts of law. 5. This Assignment may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart.

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[remainder of page intentionally left blank] EXECUTED this ____ day of _____________, 2021. ASSIGNOR: PROFESSIONAL INVESTORS 49, LLC, a California limited liability company By: Name: Title: ASSIGNEE: OVER THE FENCE, LLC, a California limited liability company By: Name: Title:

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EXHIBIT A TO BILL OF SALE [Property Description]

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EXHIBIT B TO BILL OF SALE [Inventory List]

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EXHIBIT “F” GENERAL ASSIGNMENT AND ASSUMPTION THIS GENERAL ASSIGNMENT AND ASSUMPTION (the “Assignment”) is made as of ___________________, by and between _________________________ (“Assignor”) whose address is c/o ___________________________, and _________________, a ____________ (“Assignee”) whose address is _________________________________. W I T N E S S E T H: WHEREAS, Assignor and Assignee are parties to that certain Purchase and Sale Agreement dated as of _______________ ___, 202_ (the “Agreement”; capitalized terms not otherwise defined herein shall have their meanings in the Agreement), which provides, among other things, for the sale by Assignor to Assignee of that certain tract of land located in _____________ County, California, as more particularly described on Exhibit “A” attached hereto and made part hereof for all purposes together with the Apartment Complex located thereon (the “Property”), and the execution and delivery of this Assignment; and WHEREAS, the Agreement contemplates Assignor to assign to Assignee all of Assignor’s rights, titles and interests, if any, in the Contracts, Licenses and Permits and Warranties and Guaranties owned by Assignor and contemplates Assignee to assume Assignor’s obligations thereunder; THEREFORE, in consideration of the foregoing and the agreements and covenants herein set forth, together with the sum of Ten Dollars ($10.00) and other good and valuable consideration this day paid and delivered by Assignee to Assignor, the receipt and sufficiency of all of which are hereby acknowledged by Assignor, the parties agree as follows: 1. Except for the Excluded Assets, Assignor does hereby ASSIGN, TRANSFER, CONVEY, SET OVER and DELIVER unto Assignee all of Assignor’s right, title and interest in and to the following (collectively, the “Assigned Properties”): (a) the service contracts, as more particularly described on Exhibit “B” attached hereto and made a part hereof for all purposes (the “Contracts”); (b) the Licenses and Permits which run to the benefit of Assignor; and (c) the Warranties and Guaranties. 2. Assignee hereby assumes all of the obligations of Assignor arising under the Contracts, Licenses and Permits and Warranties and Guaranties required to be performed from and after the Closing Date. 3. EXCEPT AS MAY OTHERWISE BE SPECIFICALLY PROVIDED IN THE AGREEMENT, ASSIGNEE TAKES THE ASSIGNED PROPERTIES “AS IS”, “WHERE IS” AND WITH “ALL FAULTS”. EXCEPT AS OTHERWISE SET FORTH HEREIN, ASSIGNOR HAS NOT MADE AND DOES NOT MAKE ANY REPRESENTATIONS AS TO THE

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PHYSICAL CONDITION, OPERATION OR ANY OTHER MATTER AFFECTING OR RELATED TO THE PERSONAL PROPERTY AND/ OR THE ASSIGNED PROPERTIES, AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE HEREBY EXPRESSLY ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS HAVE BEEN MADE. ASSIGNOR EXPRESSLY DISCLAIMS AND BY ITS ACCEPTANCE OF THIS ASSIGNMENT, ASSIGNEE ACKNOWLEDGES AND ACCEPTS THAT ASSIGNOR HAS DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY AND ALL REPRESENTATIONS, WARRANTIES OR GUARANTIES OF ANY KIND, ORAL OR WRITTEN, EXPRESS OR IMPLIED, CONCERNING THE ASSIGNED PROPERTIES, EXCEPT AS OTHERWISE SET FORTH HEREIN, INCLUDING WITHOUT LIMITATION: (i) THE VALUE, CONDITION, MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE OF THE ASSIGNED PROPERTIES, (ii) THE MANNER OR QUALITY OF THE CONSTRUCTION OR MATERIALS INCORPORATED INTO ANY OF THE ASSIGNED PROPERTIES AND (iii) THE MANNER, QUALITY, STATE OF REPAIR OR LACK OF REPAIR OF THE ASSIGNED PROPERTIES. ASSIGNOR IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE ASSIGNED PROPERTIES FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE, SERVANT OR OTHER PERSON. NOTWITHSTANDING THIS SUBPARAGRAPH, ASSIGNEE DOES NOT WAIVE ANY RIGHTS TO ANY CLAIM AGAINST ASSIGNOR UNDER CIVIL CODE SECTION 1572 WITH RESPECT TO THE SUBJECT MATTER OF THIS ASSIGNMENT. 4. All of the covenants, terms and conditions set forth herein shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. This Assignment may only be modified, altered, amended, or terminated by the written agreement of Assignor and Assignee. 5. If any term, covenant or condition of this Assignment shall be held to be invalid, illegal or unenforceable in any respect, this Assignment shall be construed without such provision. 6. This Assignment shall be governed by and construed under the laws of the state in which the Property is located without regard to principles of conflicts of law. 7. This Agreement may be executed in a number of identical counterparts, each of which for all purposes is deemed an original, and all of which constitute collectively one agreement; but in making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart. [remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Assignor and Assignee have duly executed this Assignment as of the day and year first above written. ASSIGNOR: PROFESSIONAL INVESTORS 49, LLC, a California limited liability company By: Name: Title: ASSIGNEE: OVER THE FENCE, LLC, a California limited liability company By: Name: Title:

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EXHIBIT “G” [CLOSING DATE] To: Tenants at _______________________ RE: Your apartment leased at ________, __________, California (the “Property”) This is to inform you that on _____________, ____________ (“Purchaser”) purchased the Property from _______________, a ______________ limited liability company (“Seller”), and that as of such date Purchaser has succeeded to the rights and assumed the obligations of Seller, as Landlord, under your Lease. The deposit under your Lease has been transferred to and received by Purchaser. Kindly make all future rent payments under the Lease payable to the order of _____________. All rent payments will be collected by the resident manager and delivered to Purchaser. Formal communications and all inquiries (including any request for return of security) should be sent to __________________________. Very truly yours, , a _________________ limited liability company By: Name: Title: By: Name: Title:

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EXHIBIT “H” INTENTIONALLY OMITTED.

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EXHIBIT “I” LEGAL PROCEEDINGS 1. In re Professional Investors 49, LLC, Northern District of California Bankruptcy Court, Case No. 21-30094, jointly administered with In re Professional Financial Investors, Inc., Case No. 20-30604.

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ADDENDUM “1” This agreement (“Agreement”) is made as of ___________________, by and between PROFESSIONAL INVESTORS 49, LLC, a California limited liability company (“Seller”) whose address is c/o ___________________________, and _________________, a ____________ (“TIC”) whose address is _________________________________. Introductory Provisions: The following provisions form a part of this Agreement: Seller and TIC are co-owners of that certain land (the “Land”) lying and being situated in Marin County, California and described on Exhibit “A” which is attached hereto and incorporated herein by reference for all purposes, together with the building(s) on the Land (the said Land and the improvements thereon being herein referred to as the “Property”). Seller is a party to that certain Purchase and Sale Agreement dated as of _______________ ___, 202_ (“Purchase Agreement”) with Over The Fence, LLC, a California limited liability company (“Purchaser”). It is the desire of both Seller and TIC hereby to sell, assign, transfer and convey to Buyer all of Seller and TIC’s rights, titles and interests in the Property. THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, subject to the terms of the Agreement, the parties agree as follows: 1. TIC shall execute and notarize the grant deed attached to Purchase Agreement within two (2) days after an Order of the Bankruptcy Court issued pursuant to Sections 105(a), 363 and 365 of the Bankruptcy Code in form and substance reasonably acceptable to Purchaser and Seller, that approves the Purchase Agreement and all of the terms and conditions thereof, approving and authorizing Seller to consummate the transaction and containing a finding that Purchaser has acted in “good faith” within the meaning of Section 363(m) of the Bankruptcy Code. 2. Seller shall indemnify, hold harmless and defend TIC against all liability, loss, cost, claim or expense arising out of Seller’s obligations or actions arising from or related to the Purchase Agreement. [Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, Seller and TIC have duly executed this Addendum as of the _________ __, 2021. SELLER: PROFESSIONAL INVESTORS 49, LLC, a California limited liability company By: Name: Title: TIC: __________________________________________ __________________________________________ By:_______________________________________ Name: Title:

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EXHIBIT “A” TO ADDENDUM “1” PROPERTY DESCRIPTION EXHIBIT “A” TO

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