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Full title: Stipulation, to add term to proposed order Filed by Debtor Professional Financial Investors, Inc. (RE: related document(s)591 Motion to Approve Document filed by Debtor Professional Financial Investors, Inc.). (Attachments: # 1 Proposed Order-FRBP 4001) (Lapping, Richard) (Entered: 05/13/2021)

Document posted on May 12, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In re: Case No.: 20-30604 HLB (Jointly Administered) 10 PROFESSIONAL FINANCIAL INVESTORS, INC., a California corporation, Chapter 11 11 et al.,CERTAIN HOLDERS OF NON- u9 c Aveno, CA 13 ICNLVAEISMTSO TRO F MIROSDTI PFRYI PORROITPYO SLEEDN DFOERR M Pacifincisc14 OFOF RO JRUDDEGRM AEPNPTR OOVNI NTHGE S TOIFPFUILCAIATLIO N 40 Fra15 COMMITTEE OF UNSECURED 5n CREDITORS OF PROFESSIONAL a S FINANCIAL INVESTORS, INC.Professional Financial Investors, Inc. and certain of its affiliates became 3 debtors under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the 4 United States Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”) 5 on various dates in 2020 and 2021 (collectively, the “Petition Dates”).Creditors filed that certain Joint Chapter 11 Plan of Professional Finance Investors, Inc. and its e 41 u9 AvenCA 13 (as may be amended, modified, and supplemented, the “Plan”).1 5n a S 16 D. On April 29, 2021, the Debtors filed their Motion to Approve Stipulation for Entry 17 of Judgment on the Official Committee of Unsecured Creditors of Professional Financial

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1 Richard A. Lapping (SBN: 107496) TRODELLA & LAPPING LLP 2 540 Pacific Avenue San Francisco, CA 94133 3 Telephone: (415) 399-1015 Facsimile: (415) 651-9004 4 Email: Rich@TrodellaLapping.com 5 Conflicts Counsel for Debtors 6 7 UNITED STATES BANKRUPTCY COURT 8 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 9 In re: Case No.: 20-30604 HLB (Jointly Administered) 10 PROFESSIONAL FINANCIAL INVESTORS, INC., a California corporation, Chapter 11 11 et al., 3 STIPULATION BY DEBTORS AND 312 e 41 Debtors. CERTAIN HOLDERS OF NON- u9 c Aveno, CA 13 ICNLVAEISMTSO TRO F MIROSDTI PFRYI PORROITPYO SLEEDN DFOERR M Pacifincisc14 OFOF RO JRUDDEGRM AEPNPTR OOVNI NTHGE S TOIFPFUILCAIATLIO N 40 Fra15 COMMITTEE OF UNSECURED 5n CREDITORS OF PROFESSIONAL a S FINANCIAL INVESTORS, INC. AND 16 PROFESSIONAL INVESTORS SECURITY FUNDS, INC.’S COMPLAINT FOR 17 DECLARATORY RELIEF 18 Judge: Hon. Hannah L. Blumenstiel Date: May 20, 2021 19 Time: 10:00 a.m. Place: Telephonic/Video Appearances Only 20 450 Golden Gate Ave. 16th Fl. Ctrm. 19 21 San Francisco, CA 94102 22 23 24 This stipulation (the “Stipulation”) is entered into by and between the above-captioned 25 debtors and debtors in possession (collectively, the “Debtors”), and the holders of Non-Investor 26 First Priority Lender Claims listed as signatories to this Stipulation (collectively “Banks” and 27 together with the Debtors, the “Parties”).

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1 RECITALS 2 A. Professional Financial Investors, Inc. and certain of its affiliates became 3 debtors under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the 4 United States Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”) 5 on various dates in 2020 and 2021 (collectively, the “Petition Dates”). On February 19, 2021, the 6 Bankruptcy Court ordered the joint administration of the Debtors’ cases for procedural purposes 7 only [Docket No. 412]. 8 B. The Bankruptcy Court has jurisdiction over this matter pursuant to 28 U.S.C. § 9 1334, this matter is a core proceeding within the meaning of 28 U.S.C. § 157(b)(2), and venue is 10 proper pursuant to 28 U.S.C. §§ 1408 and 1409. 11 C. On March 21, 2021, the Debtors and the Official Committee of Unsecured 3 312 Creditors filed that certain Joint Chapter 11 Plan of Professional Finance Investors, Inc. and its e 41 u9 AvenCA 13 Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and c o, Pacifincisc14 Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders 0 ra 4F15 Committee [Docket No. 489] (as may be amended, modified, and supplemented, the “Plan”).1 5n a S 16 D. On April 29, 2021, the Debtors filed their Motion to Approve Stipulation for Entry 17 of Judgment on the Official Committee of Unsecured Creditors of Professional Financial 18 Investors, Inc. and Professional Investors Security Funds, Inc.’s Complaint for Declaratory Relief 19 [Docket No. 591] (the “Motion”) seeking approval of, inter alia, a proposed order appended to the 20 Motion as Exhibit A (the “Proposed Order”). 21 E. The Banks have indicated to Debtors that they will not oppose the Motion if the 22 Debtors agree to this Stipulation, and the Debtors, after due consideration and consultation, have 23 agreed to this Stipulation. 24 NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED AS 25 FOLLOWS: 26 1. The recitals set forth above are incorporated herein. 27 2. The Proposed Order shall be deemed to be amended to provide the following

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1 additional term: 2 “5. Nothing in this Order or the Stipulated Judgment shall affect the rights 3 and defenses of the Holders of Class 1 Non-Investor First-Priority Lender Claims 4 (as defined in the Amended Joint Chapter 11 Plan [Docket 554]), all such rights and 5 defenses being expressly reserved.” 6 SO STIPULATED. 7 Dated: May 13, 2021 TRODELLA & LAPPING LLP 8 By: /s/ Richard A. Lapping 9 Richard A. Lapping Conflicts Counsel for Debtors 10 LUBIN OLSON & NIEWIADOMSKI LLP 11 3 e 41312 By: /s/ Dennis D. Miller AvenuCA 913 DAettnonrnise yDs. fMori lHleerr itage Bank of Commerce c o, 0 Pacifirancisc14 MORRISON & FOERSTER LLP 4F15 5n a S By: /s/ Adam A. Lewis 16 Adam A. Lewis Attorneys for JPMorgan Chase, N.A. 17 BOUTIN JONES INC. 18 19 By: /s/ Mark Gorton Mark Gorton 20 Attorneys for Tri Counties Bank 21 ABBEY, WEITZENBERG, WARREN & EMERY, P.C. 22 23 By: /s/ Mitchell B. Greenberg Mitchell B. Greenberg 24 Attorneys for Poppy Bank 25 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 26 27 By: /s/ A. Kenneth Hennesay, Jr. A. Kenneth Hennesay, Jr.

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1 MANATT, PHELPS & PHILLIPS, LLP 2 By: /s/ Ivan L. Kallick 3 Ivan L. Kallick Attorneys for Avidbank 4 HEFNER, STARK & MAROIS, LLP 5 6 By: /s/ Thomas P. Griffin, Jr. Thomas P. Griffin, Jr. 7 Attorneys for Five Star Bank 8 ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP 9 10 By: /s/ David R. Zaro David R. Zaro 11 Attorneys for HomeStreet Bank 3 312 ALDRIDGE | PITE, LLP e 41 u9 AvenCA 13 c o, By: /s/ Christopher M. McDermott 0 Pacifirancisc14 CAhttroirsntoepyhs efro Mr O. nMecUDneitremdo Btta nk 4F15 5n a DUANE MORRIS LLP S 16 17 By: /s/ Ron Oliner Ron Oliner 18 Attorneys for Situs Asset Management 19 20 21 22 23 24 25 26 27

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