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Full title: Order Granting Debtors' Motion For Order Approving Employee Retention Program Pursuant To 11 U.S.C. §§ 105(a), 363(b)(1), And 503(c)(3) (Related Doc # 605) (bg) (Entered: 05/28/2021)

Document posted on May 27, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This Court having considered the Debtors’ Motion for Order Approving Employee 2 Retention Program Pursuant to 11 U.S.C. §§ 105(a), 363(b)(1), and 503(c)(3) (the “Motion”) 3 filed by the Debtors on May 6, 2021, as Docket No. 605 seeking an order (a) approving, pursuant 4 to sections 105(a), 363(b)(1), and 503(c)(3) of title 11 of the United States Code (the “Bankruptcy5 Code”), an incentive program for certain of the Debtors’ employees (the “Employee Retention 6 Program”), to provide for the payment of a retention bonus to employees upon the effective date 7 of a successfully confirmed chapter 11 plan, and (b) granting related relief; the United States 8 Trustee’s Objection to Debtors’ Motion for Order Approving Employee Retention Program 9 Pursuant to 11 U.S.C. §§ 105(a), 363(b)(1), and 503(c)(3) and Reservation of Rights (the “UST’s10 Objection”) filed by the United States Trustee on May 20, 2021, as Docket No. 648; all other 11 pleadings and evidence of record in the above-captioned jointly administered chapter 11 12 bankruptcy cases; and arguments presented at the hearing on the Motion; and finding that good 13 cause exists therefore; 14 ORDERS AS FOLLOWS: 15 1. Notwithstanding anything to the contrary therein, to the extent there is any conflict5 between this Order and the Final Order Approving Emergency Motion for Order: (1) Authorizing6 New Debtors to Use Cash Collateral; and (2) Authorizing Existing Debtors’ Continued Use of 7 Cash Collateral (the “Cash Collateral Order”) entered on April 1, 2021, as Docket No. 532, the 8 terms of the Cash Collateral Order shall govern.

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Document Contents

1 SHEPPARD, MULLIN, RICHTER & Signed and Filed: May 28, 2021HAMPTON LLP 2 A Limited Liability Partnership Including Professional Corporations 3 ORI KATZ, Cal. Bar No. 209561 4 J. BARRETT MARUM, Cal. Bar No. 228628 __________________________________________ HANNAH L. BLUMENSTIEL 5 MATT KLINGER, U.S. Bankruptcy Judge Cal. Bar No. 307362 6 GIANNA SEGRETTI, Cal. Bar No. 323645 7 Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 8 Telephone: 415.434.9100 Facsimile: 415.434.3947 9 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 10 mklinger@sheppardmullin.com gsegretti@sheppardmullin.com 11 Counsel for the Debtors 12 UNITED STATES BANKRUPTCY COURT 13 NORTHERN DISTRICT OF CALIFORNIA , SAN FRANCISCO DIVISION 14 In re Case No. 20-30604 15 (Jointly Administered) PROFESSIONAL FINANCIAL 16 INVESTORS, INC., et al., 1 Chapter 11 17 Debtors. ORDER GRANTING DEBTORS’ MOTION FOR ORDER APPROVING 18 EMPLOYEE RETENTION PROGRAM PURSUANT TO 11 U.S.C. §§ 105(a), 19 363(b)(1), AND 503(c)(3) 20 Judge: Hon. Hannah L. Blumenstiel Date: May 27, 2021 21 Time: 10:00 a.m. Place: Telephonic/Video Appearances Only 22 450 Golden Gate Ave., 16th Fl., Crtm. 19 San Francisco, CA 94102 23 24 25 26 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found www.donlinrecano.com/Clients/pfi/index. The federal tax identification numbers of each of the Debtor

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1 This Court having considered the Debtors’ Motion for Order Approving Employee 2 Retention Program Pursuant to 11 U.S.C. §§ 105(a), 363(b)(1), and 503(c)(3) (the “Motion”) 3 filed by the Debtors on May 6, 2021, as Docket No. 605 seeking an order (a) approving, pursuant 4 to sections 105(a), 363(b)(1), and 503(c)(3) of title 11 of the United States Code (the “Bankruptcy5 Code”), an incentive program for certain of the Debtors’ employees (the “Employee Retention 6 Program”), to provide for the payment of a retention bonus to employees upon the effective date 7 of a successfully confirmed chapter 11 plan, and (b) granting related relief; the United States 8 Trustee’s Objection to Debtors’ Motion for Order Approving Employee Retention Program 9 Pursuant to 11 U.S.C. §§ 105(a), 363(b)(1), and 503(c)(3) and Reservation of Rights (the “UST’s10 Objection”) filed by the United States Trustee on May 20, 2021, as Docket No. 648; all other 11 pleadings and evidence of record in the above-captioned jointly administered chapter 11 12 bankruptcy cases; and arguments presented at the hearing on the Motion; and finding that good 13 cause exists therefore; 14 ORDERS AS FOLLOWS: 15 1. The Motion is GRANTED in its entirety. Capitalized terms used but not otherwis16 defined herein have the meanings ascribed to them in the Motion. 17 2. The UST’s Objection is OVERRULED. 18 3. The Employee Retention Plan, as described in the Motion, is approved. 19 4. The Debtors are authorized, but not directed, to implement the Employee Retentio20 Plan. 21 5. Once earned, the Debtors’ obligation to pay amounts that become due and owing 22 under the Employee Retention Plan shall constitute an administrative expense pursuant to section 23 503(b) of the Bankruptcy Code, entitled to priority payment pursuant to section 507(a)(2) of the 24 Bankruptcy Code. 25 6. The Debtors are authorized to make any payments to or on behalf of any Employe26 pursuant to the Employee Retention Plan. 27 7. Any payment actually made by the Debtors to or on behalf of any Employee

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1 8. Notice of the Motion as provided therein shall be deemed good and sufficient and 2 such notice satisfies the requirements of Bankruptcy Rule 6004(a) and the Bankruptcy Local 3 Rules. 4 9. Notwithstanding anything to the contrary therein, to the extent there is any conflict5 between this Order and the Final Order Approving Emergency Motion for Order: (1) Authorizing6 New Debtors to Use Cash Collateral; and (2) Authorizing Existing Debtors’ Continued Use of 7 Cash Collateral (the “Cash Collateral Order”) entered on April 1, 2021, as Docket No. 532, the 8 terms of the Cash Collateral Order shall govern. 9 10. The Debtors are authorized to take all actions necessary to effectuate the relief 10 granted pursuant to this Order. 11 11. The Court retains jurisdiction with respect to all matters arising from or related to 12 the interpretation or implementation of this Order. 13 ***END OF ORDER*** 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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