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Full title: Second Amended Chapter 11 Plan of Reorganization of Professional Financial Investors, Inc., and its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (Dated May 20, 2021) Filed by Debtor Professional Financial Investors, Inc. (RE: related document(s)554 Amended Chapter 11 Plan filed by Debtor Professional Financial Investors, Inc.). (Marum, J.) (Entered: 06/08/2021)

Document posted on Jun 7, 2021 in the bankruptcy, 62 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

With regard to the foregoing provision (1), the Holders of Allowed Class 4 Claims wi18 receive on or as soon as reasonably practicable after the Effective Date, (i) one (1) Class A PFI TruInterest for each dollar of Allowed Investor Restitution Claims held by the applicable Investor an19 one (1) Class B PFI Trust Interest for each dollar of Allowed Investor Subordinated Claims (anresulting fractional PFI Trust Interests will be rounded to the nearest hundredth of such PFI Tru20 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders 7 Allowed Class 5 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Investor Restitution Claims held by th8 applicable Investor and one (1) Class B PFI Trust Interest for each dollar of Allowed InvestoSubordinated Claims (any resulting fractional PFI Trust Interests will be rounded to the neare9 hundredth of such PFI Trust Interest with five thousandths thereof rounded up to the next hundredtand (ii) the other consideration provided for in the Investor Claims Special Provisions set forth i10 Section 2.11.2 of the Plan. In full satisfaction, settlement, and release of and in exchange for such Claims, thHolders of Allowed Class 6 Claims will receive on or as soon as reasonably practicable after th28 1 Effective Date, one (1) Class A PFI Trust Interest for each dollar of Allowed TIC Claims held by thapplicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the neare2 hundredth of such Class A PFI Trust Interest with five thousandths thereof rounded up to the nehundredth).In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders oAllowed Class 7 Claims will receive on or as soon as reasonably practicable after the Effective Dat19 one (1) Class A PFI Trust Interest for each dollar of Allowed Other Unsecured Claims held by thapplicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the neare20 hundredth of such Class A PFI Trust Interest with five thousandths thereof rounded up to the nehundredth).Holders of PFI Trust Interests, which report and account sets forth (i) the assets and liabilities of thPFI Trust at the end of such calendar year or upon termination and the receipts and disbursements 4 the PFI Trust for such calendar year or period, and (ii) changes in the PFI Trust Assets and actiontaken by the PFI Trustee in the performance of its duties under the Plan or the PFI Trust Agreeme5 that the PFI Trustee determines in its discretion may be relevant to Holders of PFI Trust Interestsuch as material changes or actions that, in the opinion of the PFI Trustee, may have a material effe6 on the PFI Trust Assets that were not previously reported.

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1 Ori Katz (CA Bar No. 209561) Debra I. Grassgreen (CA Bar No. 169978) J. Barrett Marum (CA Bar No. 228628) John D. Fiero (CA Bar No. 136557) 2 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) Gianna Segretti (CA Bar No. 323645) PACHULSKI STANG ZIEHL & JONES LL3 SHEPPARD, MULLIN, RICHTER 150 California Street, 15th Floor & HAMPTON LLP San Francisco, CA 94111 4 (A Limited Partnership Including Professional Telephone: (415) 263-7000 Corporations) Facsimile: (415) 263-7010 5 Four Embarcadero Center, 17th Floor Email: dgrassgreen@pszjlaw.com San Francisco, CA 94111-4019 jfiero@pszjlaw.com 6 Telephone: (415) 434-9100 cmackle@pszjlaw.com Facsimile: (415) 434-3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 mklinger@sheppardmullin.com Counsel to the Official Committee of gsegretti@sheppardmullin.com Unsecured Creditors 9 Counsel to Debtors and Debtors in Possession 10 11 UNITED STATES BANKRUPTCY COURT 12 NORTHERN DISTRICT OF CALIFORNIA 13 SAN FRANCISCO DIVISION 14 Chapter 11 15 In re: Case No. 20-30604 16 PROFESSIONAL FINANCIAL INVESTORS, INC., et al.,1 (Jointly Administered) 17 Debtors. SECOND AMENDED JOINT CHAPTER 18 11 PLAN OF PROFESSIONAL FINANCIAL INVESTORS, INC. AND ITS 19 AFFILIATED DEBTORS PROPOSED BY THE DEBTORS AND OFFICIAL 20 COMMITTEE OF UNSECURED CREDITORS AND SUPPORTED BY THE 21 AD HOC LLC MEMBERS COMMITTEE AND THE AD HOC DOT 22 NOTEHOLDERS COMMITTEE DATED (MAY 20, 2021)2 23 24 1 A complete list of the Debtors, the last four digits of their federal tax identification numbers, and thei25 addresses is attached hereto as Exhibit 1. 26 2 This Plan is a standalone, identical copy of the Plan filed as Exhibit A to the Notice of Filing 1) Proposed Second Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors 27 Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (Dated May 20, 2021), and 2) Proposed 28

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1 TABLE OF CONTENTS 2 Pag INTRODUCTION ...........................................................................................................................1 3 4 DEFINED TERMS AND RULES OF INTERPRETATION ..........................................................1 5 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS ............................16 6 1.1. Summary and Classification of Claims ..................................................................16 7 1.2. Classification & Voting Controversies ..................................................................18 8 TREATMENT OF CLAIMS AND EQUITY INTERESTS ...................................18 9 2.1 Unclassified Claims ...............................................................................................18 10 2.2 Class 1: Non-Investor First-Priority Lender Claims ..............................................19 11 2.3 Class 2: Non-Investor Other Secured Claims ........................................................21 12 2.4 Class 3: Priority Claims .........................................................................................21 13 2.5 Class 4: DOT Noteholder Claims ..........................................................................22 14 2.6 Class 5: Non-DOT Investor Claims. ......................................................................23 15 2.7 Class 6: Other Unsecured Claims ..........................................................................23 16 2.8 Class 7: Other Subordinated Claims ......................................................................24 17 2.9 Class 8: Equity Interests.........................................................................................25 18 19 2.10 Comprehensive Settlement of Claims and Controversies ......................................25 20 2.11 Comprehensivve Settlement of Claims and Conroversies .....................................25 21 ACCEPTANCE OR REJECTION OF THE PLAN ..............................................27 22 3.1 Impaired Class of Claims Entitled to Vote ............................................................27 23 3.2 Acceptance by an Impaired Class ..........................................................................27 24 3.3 Presumed Acceptances by Unimpaired Classes ....................................................27 25 3.4 Impaired Classes Deemed to Reject Plan ..............................................................27 26 3.5 Modifications of Votes ..........................................................................................27 27 3.6 Confirmation Pursuant to Bankruptcy Code Section 1129(b) ...............................27 28

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1 3.7 Elimination of Vacant Classes ...............................................................................27 2 3.8 Severability of Joint Plan. ......................................................................................28 3 IMPLEMENTATION OF THE PLAN .................................................................28 4 4.1 Implementation of the Plan. ...................................................................................28 5 4.2 Streamlining of the Debtors’ Corporate Affairs ....................................................28 6 4.3 PFI Trust ................................................................................................................29 7 4.4 Alternative Restructuring Transactions. ................................................................35 8 4.5 Preservation of Privileges and Defenses. ...............................................................35 9 4.6 Preservation of Rights of Action............................................................................35 10 4.7 Cancellation of Instruments. ..................................................................................36 11 4.8 Substantive Consolidation Including of Professional Investors 28, LLC and 12 PFI Glenwood LLC................................................................................................36 13 EXECUTORY CONTRACTS AND UNEXPIRED LEASES ...............................37 14 5.1 Assumption of Certain Executory Contracts and Unexpired Leases. ....................37 15 5.2 Rejection of Executory Contracts and Unexpired Leases. .....................................38 16 PROVISIONS GOVERNING DISTRIBUTIONS ................................................39 17 6.1 Distributions TO SENIOR CLAIMS; SENIOR CLAIMS RESERVE. ................39 18 6.2 Timing of Distributions for Allowed Claims. ........................................................39 19 20 6.3 calculating distributions and related matters..........................................................39 21 6.4 Application of the Schedule of Allowed Netted Claims. .......................................40 22 6.5 Interest and Other Amounts Regarding Claims. ....................................................40 23 6.6 Means of Cash Payment.........................................................................................40 24 6.7 Form of Currency for Distributions. ......................................................................40 25 6.8 Fractional Distributions. ........................................................................................40 26 6.9 No Distributions With Respect to Certain Claims. ................................................40 27 6.10 Delivery of Distributions. ......................................................................................41 28

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1 6.11 Application of Distribution Record Date & Other Transfer Restrictions. .............41 2 6.12 Withholding, Payment, and Reporting Requirements Regarding Distributions. ...41 3 6.13 Defenses and Setoffs. .............................................................................................42 4 6.14 Allocation of Distributions. ...................................................................................42 5 6.15 Joint Distributions. .................................................................................................42 6 6.16 Forfeiture of Distributions. ....................................................................................42 7 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND 8 UNLIQUIDATED CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO ...42 9 7.1 Objections to and Resolution of Disputed Claims, Including Any Claims of Excluded Parties or Disputing Claimants. .............................................................43 10 7.2 Claim objections. ...................................................................................................43 11 12 7.3 Estimation of Certain Claims. ................................................................................43 13 7.4 Distributions Following Allowance. ......................................................................43 14 7.5 Disposition of Assets in Reserves After Disallowance. .........................................43 15 CONDITIONS PRECEDENT TO THE EFFECTIVE DATE ...........................44 16 8.1 Conditions to the Effective Date. ...........................................................................44 17 8.2 Waiver of Conditions to the Effective Date. ..........................................................44 18 8.3 Effect of Non-Occurrence of Conditions to the Effective Date. ............................44 19 8.4 Notice of the Effective Date. .................................................................................44 20 RETENTION OF JURISDICTION AND POWER ..............................................45 21 9.1 Scope of Retained Jurisdiction and Power.............................................................45 22 9.2 Reserved Rights to Seek Bankruptcy Court Approval. .........................................46 23 9.3 Non-Exercise of Jurisdiction..................................................................................46 24 MISCELLANEOUS PROVISIONS .......................................................................46 25 26 10.1 Lien expungement procedures. ..............................................................................46 27 10.2 Administrative Claims. ..........................................................................................47 28 10.3 Professional Fee Claims. ........................................................................................47

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1 10.4 Payment of Statutory Fees. ....................................................................................47 2 10.5 SEC related Provisions. .........................................................................................47 3 10.6 Post-Effective-Date Reporting. ..............................................................................47 4 10.7 Dissolution of the Committees...............................................................................48 5 10.8 Modifications and Amendments. ...........................................................................48 6 10.9 Severability of Plan Provisions. .............................................................................49 7 10.10 Compromises and Settlements. ..............................................................................49 8 10.11 Binding Effect of Plan. ..........................................................................................49 9 10.12 Non-Discharge of the Debtors; Injunction. ............................................................49 10 10.13 Releases and Related Matters. ...............................................................................49 11 10.14 Exculpation and Limitation of Liability. ...............................................................50 12 13 10.15 Term of Injunctions or Stays..................................................................................50 14 10.16 Revocation, Withdrawal, or Non-Consummation. ................................................51 15 10.17 Exemption from Transfer Taxes. ...........................................................................51 16 10.18 Computation of Time. ............................................................................................51 17 10.19 Transactions on Business Days. .............................................................................51 18 10.20 Good Faith. ............................................................................................................51 19 10.21 Governing Law. .....................................................................................................51 20 10.22 Notices. ..................................................................................................................51 21 10.23 Final Decree. ..........................................................................................................52 22 10.24 Additional Documents. ..........................................................................................52 23 10.25 Conflicts with the Plan. ..........................................................................................52 24 REQUEST FOR CONFIRMATION AND RECOMMENDATION ....................53 25 11.1 Request for Confirmation. .....................................................................................53 26 27 11.2 Recommendation. ..................................................................................................53 28

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1 INTRODUCTION1 2 The Debtors and the Unsecured Creditors Committee jointly hereby propose this Plan, whicprovides for the resolution of the outstanding Claims asserted against and Equity Interests in th3 Debtors. This Plan was developed after extensive negotiations by and among the Debtors, thUnsecured Creditors Committee, the Ad Hoc LLC Members Committee and the Ad Hoc DO4 Noteholders Committee and, as presented, is backed by the full support and recommendation of athree (3) Committees and the Debtors. Provided herewith as a separate enclosure is a brief summar5 of the Plan, as well as the statements of the Ad Hoc Committees in support of this Plan, which aInvestors are encouraged to read in their entirety in conjunction with this Plan and other document6 referenced herein.2 7 Further reference is made to the Disclosure Statement for (i) a discussion of the Debtorhistory, businesses, properties and other assets, and results of operations and other financi8 information; (ii) a summary and analysis of this Plan; and (iii) certain related matters, including risfactors relating to the consummation of this Plan and Distributions to be made under this Plan. 9 The Debtors and the Unsecured Creditors’ Committee are the proponents of the Plan withi10 the meaning of Bankruptcy Code section 1129. Subject to certain restrictions and requirements sforth in Bankruptcy Code section 1127, Bankruptcy Rule 3019, and Sections 10.8 and 10.16 of th11 Plan, the Plan Proponents reserve the right to alter, amend, modify, revoke, or withdraw the Plaprior to its substantial consummation. 12 No solicitation materials, other than the Disclosure Statement and related material13 transmitted therewith, have been approved for use in soliciting acceptances and rejections of thiPlan. Nothing in the Plan should be construed as constituting a solicitation of acceptances of the Pla14 unless and until the Disclosure Statement has been approved and distributed to Holders of Claims tthe extent required by Bankruptcy Code section 1125. 15 ALL HOLDERS OF CLAIMS ENTITLED TO VOTE ON THE PLAN AR16 ENCOURAGED TO READ CAREFULLY THE DISCLOSURE STATEMENT (INCLUDINALL EXHIBITS AND SCHEDULES THERETO) AND THE PLAN, EACH IN ITS ENTIRET17 BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 18 DEFINED TERMS AND RULES OF INTERPRETATION 19 For purposes of the Plan, except as expressly provided or unless the context otherwisrequires: 20 (a) all Defined Terms shall have the meanings ascribed to them in this Article I of th21 Plan; 22 (b) any term used in the Plan that is not a Defined Term, but that is used in thBankruptcy Code or Bankruptcy Rules has the meaning assigned to such term in the Bankruptc23 Code or Bankruptcy Rules, as applicable; 24 (c) whenever the context requires, terms shall include the plural as well as the singulanumber, and pronouns stated in the masculine, feminine, or neuter gender shall include th25 26 1 Capitalized terms used in this Introduction have the meanings ascribed to those terms in Article I below. 2 In the event of any inconsistencies between the terms of the Plan and information and descriptions in th27 above-referenced Plan summary, the terms of the Plan shall control. 28

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1 masculine, feminine, and the neuter gender; 2 (d) any reference in the Plan to a contract, instrument, release, or other agreement odocument being in a particular form or on particular terms and conditions means that such agreeme3 or document shall be substantially in such form or substantially on such terms and conditions; 4 (e) any reference in the Plan to an existing document, instrument, or exhibit means sucdocument, instrument, or exhibit as it may have been or may be amended, modified, o5 supplemented from time to time; 6 (f) any reference to a specific Person includes any successors or lawful assigns of sucPerson, and all rights, benefits, interests, and obligations of any Person named or referred to in th7 Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, trusteliquidator, rehabilitator, conservator, successor, or lawful assign of such Person; 8 (g) unless otherwise indicated, the phrase “under the Plan” and similar words or phrase9 refer to the Plan in its entirety rather than to only a particular portion of the Plan; 10 (h) unless otherwise specified, all references in the Plan to sections, articles, scheduleand exhibits are references to sections, articles, schedules, and exhibits of or to the Plan; 11 (i) the words “herein,” “hereof,” “hereto,” “hereunder,” “herewith,” and other words o12 similar import refer to the Plan in its entirety rather than to only a particular portion of the Plan; 13 (j) whenever the Plan uses the word “including,” such reference shall be deemed to mea“including, without limitation,”; 14 (k) captions and headings to articles and sections are intended to be a part of the Plan; 15 (l) whenever the Plan provides that a document or thing must be “acceptable” 16 “satisfactory” to any Person, such requirement shall in each case be subject to a reasonablenesqualifier; 17 (m) the definition given to any term or provision in the Plan supersedes and controls an18 different meaning that may be given to that term or provision in the Disclosure Statement, on anBallot, or in any other document other than the Confirmation Order; and 19 (n) all other rules of construction set forth in Bankruptcy Code section 102 and in th20 Bankruptcy Rules shall apply. 21 The following Defined Terms shall have the respective meanings specified below: 22 1.1 Ad Hoc Committees: The Ad Hoc LLC Members Committee and the Ad Hoc DONoteholders Committee. 23 1.2 Ad Hoc DOT Noteholders Committee: The ad hoc committee composed of certain DO24 Noteholders. 25 1.3 Ad Hoc LLC Members Committee: The ad hoc committee composed of certain PFI LLMembers. 26 1.4 Administrative Claim: A Claim, to the extent not previously paid, otherwise satisfied, o27 withdrawn, for costs and expenses of administration of the Chapter 11 Cases pursuant tsections 503(b), 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the actu28

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1 and necessary costs and expenses incurred on or after the Petition Date or the Order for Relief Datas applicable, until and including the Effective Date, of preserving the Estates and operating th2 Debtors’ businesses; (b) all fees and charges assessed against the Estates under chapter 123 of titl28 of the United States Code; and (c) all Section 503(b)(9) Claims. 3 1.5 Administrative Claims Bar Date: The last date by which any Person must File a request f4 payment of an Administrative Claim other than a Professional Fee Claim, which date shall be thfirst Business Day that is at least thirty (30) calendar days after the Effective Date. For the avoidanc5 of doubt, post-petition statutory tax Claims shall not be subject to the Administrative Claims BDate. For the further avoidance of doubt, the Claims Bar Date for Section 503(b)(9) Claims is th6 General Claims Bar Date. 7 1.6 Allowed, Allowed Claim, or Allowed [ ] Claim: 8 (a) with respect to a Claim arising prior to the Petition Date (including a Sectio503(b)(9) Claim): 9 (i) either (A) a proof of claim was timely Filed by the applicable Claims Ba10 Date, or (B) a proof of claim is deemed timely Filed either as a result of sucClaim being Scheduled or by a Final Order; and 11 (ii) either (A) the Claim is not a Contingent Claim, a Disputed Claim, a12 Unliquidated Claim, or a Disallowed Claim; or (B) the Claim is expresslallowed by a Final Order or under the Plan; 13 (b) with respect to a Claim arising on or after the Petition Date (excluding a Sectio14 503(b)(9) Claim), a Claim that has been allowed by a Final Order or under the Plan. 15 Unless otherwise specified in the Plan or by a Final Order, an “Allowed Administrative Claim” “Allowed Claim” shall not, for any purpose under the Plan, include interest, penalties, fees, or lat16 charges on such Administrative Claim or Claim from and after the Petition Date. Moreover, anportion of a Claim that is withdrawn, expunged, satisfied, released, or waived during the Chapter 117 Cases or following the Effective Date is not an Allowed Claim. For the avoidance of doubt, any anall Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an ord18 of the Bankruptcy Court shall not be considered “Allowed Claims” hereunder. Notwithstanding anof the foregoing, Investor Claims will be Allowed as set forth in Section 6.4 of the Plan. 19 1.7 Alternative Restructuring Transactions: Such arrangements, restructurings, continuance20 transfers, dispositions, liquidations, dissolutions, mergers, amalgamations, consolidations and/oother corporate transactions, if any, that the Debtors, after consultation with each of the Committee21 may determine to be necessary to implement the Plan, as an alternative to or in addition to one omore of the transactions contemplated under the Plan, whether based on tax, corporate, busines22 and/or other considerations. 23 1.8 Alternative Restructuring Transactions Memorandum: An exhibit which sets forth thsteps to be carried out to effectuate the Alternative Restructuring Transactions, if applicable, on an24 after the Effective Date, and which will be reasonably acceptable to each of the CommitteeArticles III and V of the Plan are subject to any modifications set forth in the Alternativ25 Restructuring Transactions Memorandum, if applicable. The Alternative Restructuring TransactionMemorandum (if any) will be Filed no later than fifteen (15) days prior to the Effective Date and b26 available at https://www.donlinrecano.com/Clients/pfi/Index. 27 1.9 Available Cash: All Cash held by the Debtors on the Effective Date or by the PFI Trust oand after the Effective Date; in each case, after payments, allocations, or reserves in accordance wit28

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1 the Plan and the PFI Trust Agreement. 2 1.10 Avoidance Actions: Any and all causes of action, claims, remedies, or rights that may bbrought by or on behalf of the Debtors or the Estates under Bankruptcy Code sections 506(c), 513 542, 544, 545, 547, 548, 549, 550, 551, 552(b) or 553, or under related state or federal statutes, opursuant to any theory or cause of action under common law, regardless whether such action ha4 been commenced prior to the Effective Date. 5 1.11 Ballot: The ballot form distributed to each Holder of a Claim entitled to vote to accept oreject the Plan. 6 1.12 Bankruptcy Code: Title 11 of the United States Code, 11 U.S.C. §§ 101-1532, as the sam7 may be amended from time to time to the extent applicable to the Chapter 11 Cases. 8 1.13 Bankruptcy Court: The United States Bankruptcy Court for the Northern District California, or in the event such court ceases to exercise jurisdiction over any Chapter 11 Case, suc9 other court or adjunct thereof that exercises jurisdiction over such Chapter 11 Case in lieu of thUnited States Bankruptcy Court for the Northern District of California. 10 1.14 Bankruptcy Rules: The Federal Rules of Bankruptcy Procedure promulgated by th11 Supreme Court of the United States under 28 U.S.C. § 2075, as the same may be amended from timto time to the extent applicable to the Chapter 11 Cases. 12 1.15 Bar Date Order: The order of the Bankruptcy Court setting and establishing, among othe13 things, the General Claims Bar Date. 14 1.16 BOA: A board for the PFI Trust, whose initial, volunteer members shall be selected by thCommittees and identified in the Plan Supplement. If any member of the BOA later become15 unavailable for any reason, any replacement member shall be selected and appointed as provided ithe PFI Trust Agreement. 16 1.17 Business Day: Any day other than a Saturday, a Sunday or a “legal holiday” (as defined i17 Bankruptcy Rule 9006(a)(6)). 18 1.18 Cash: Cash and cash equivalents, including bank deposits, wire transfers, checkrepresenting good funds, and legal tender of the United States of America or instrumentalitie19 thereof. 20 1.19 Cash Collateral Orders: Collectively, all orders entered by the Bankruptcy Couauthorizing the applicable Debtors to use cash collateral pursuant to section 363 of the Bankruptc21 Code. 22 1.20 Causes of Action: Any and all claims, rights, actions, causes of action, liabilities, obligationsuits, debts, remedies, dues, sums of money, accounts, reckonings, bonds, bills, specialtie23 covenants, contracts, controversies, agreements, promises, variances, trespasses, rights of setofthird-party claims, subordination claims, subrogation claims, contribution claims, reimburseme24 claims, indemnity claims, counterclaims, and cross claims, damages, or judgments whatsoevewhether known or unknown, reduced to judgment, liquidated or unliquidated, fixed or contingen25 matured or unmatured, disputed or undisputed, foreseen or unforeseen, asserted or unasserteexisting or hereafter arising, in law, at equity, by statute, whether for tort, fraud, contract, o26 otherwise. 27 1.21 Chapter 11 Cases: The voluntary and involuntary chapter 11 bankruptcy cases commenceby the Debtors, which are being jointly administered under the case caption In re Profession28

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1 Financial Investors, Inc., et al., Case No. 20-30604 (Bankr. N.D. Cal.). 2 1.22 Claim: Any “claim,” as defined in Bankruptcy Code section 101(5), against any of thDebtors or against any property of the Debtors. 3 1.23 Claim Objection Deadline: Subject to extension as set forth in Section 70 of the Plan, th4 date that is the first Business Day that is at least 180 calendar days after the Effective Date. For thavoidance of doubt, the Claim Objection Deadline may be extended one or more times by order o5 the Bankruptcy Court. 6 1.24 Claims Agent: Donlin, Recano & Co., Inc., the Debtors’ court-appointed claims, noticinand balloting agent. 7 1.25 Claims Bar Date: As applicable, the Administrative Claims Bar Date, the General Claim8 Bar Date, the Governmental Claims Bar Date, the Rejection Claims Bar Date, or any additional badate set by the Bankruptcy Court with respect to Investor Claims. 9 1.26 Class: A category of Claims or Equity Interests designated pursuant to the Plan, or an10 subclass thereof. 11 1.27 Class A PFI Trust Interests: The PFI Trust Interests to be distributed to: (a) Investors undethe Plan and the PFI Trust Agreement on account of any Investor Restitution Claim; and (b) Holder12 of Other Unsecured Claims on account of their Allowed Class 6 Claims. 13 1.28 Class B PFI Trust Interests: The PFI Trust Interests to be distributed to Investors under thPlan and the PFI Trust Agreement on account of any Investor Subordinated Claim. 14 1.29 Closing Date: The date on which all of the Chapter 11 Cases have been closed in accordanc15 with Section 10.23 of the Plan. 16 1.30 Collateral: Any Estate Asset that is subject to a Lien to secure the payment or performancof a Claim, which Lien is perfected and not subject to avoidance under the Bankruptcy Code 17 otherwise invalid or unenforceable under the Bankruptcy Code or applicable nonbankruptcy law. 18 1.31 Collateral Source Recoveries: Any recoveries from other sources (other than thospursuant to the Plan) that an Investor receives on account of losses represented by its Investor Clai19 including, without limitation, proceeds of insurance, litigation, or settlements. 20 1.32 Committees: Collectively, the Ad Hoc LLC Members Committee, the Ad Hoc DONoteholders Committee, and the Unsecured Creditors’ Committee. 21 1.33 Confirmation: Entry by the Bankruptcy Court of the Confirmation Order. 22 1.34 Confirmation Hearing: The hearing or hearings held by the Bankruptcy Court to conside23 Confirmation of the Plan as required by Bankruptcy Code section 1128(a), as such hearing may bcontinued from time to time. 24 1.35 Confirmation Order: The order of the Bankruptcy Court confirming the Plan pursuant t25 Bankruptcy Code section 1129 in a form reasonably acceptable to the Debtors and each of thCommittees. 26 1.36 Contingent Claim: Any Claim that is Scheduled or Filed as contingent. 27 1.37 Contributed Claims: All Causes of Action (1) that are legally assignable (including Cause28

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1 of Action that are legally assignable solely because of the preemptive effect of the Plan) that aInvestor has against any Person that is not a Released Party and that are related in any way to th2 Debtors, their predecessors, their respective affiliates, or any Excluded Parties, including (a) aCauses of Action based on, arising out of, or related to the marketing, sale, and issuance of an3 investments related to the Debtors; (b) all Causes of Action for unlawful dividend, frauduleconveyance, fraudulent transfer, voidable transaction, or other avoidance claims under state o4 federal law; (c) all Causes of Action based on, arising out of, or related to the misrepresentation oany of the Debtors’ financial information, business operations, or related internal controls; (d) a5 Causes of Action based on, arising out of, or related to any failure to disclose, or actual or attemptecover up or obfuscation of, any of the wrongful conduct described in the Disclosure Statemen6 including in respect of any alleged fraud related thereto; and (e) all Causes of Action based on aidinor abetting, entering into a conspiracy with, or otherwise supporting torts committed by the Debtor7 or their agents, and (2) for which a Contributing Claimant elects to contribute such Causes of Actioon its Ballot. For the avoidance of doubt, the following are not Contributed Claims: (i) Causes 8 Action based upon loss of liens or lien priority, and (ii) Causes of Action by Investors against theiown professionals, investment advisers, or investment managers related to their decision to invest i9 PFI, PISF or any of the LLC/LP Debtors or the handling of such investments; provided, howevethat any recoveries on such Causes of Action shall be Collateral Source Recoveries. 10 1.38 Contributing Claimants: The Investors that elect on their Ballots or through the procedure11 developed to implement the Investor Claims Special Provisions to contribute Contributed Claims tthe PFI Trust. 12 1.39 Contributing Claimants’ Enhancement Multiplier: Five percent (5%) (i.e., the applicabl13 Investor’s Allowed Investor Claim amount will be increased by 5%). 14 1.40 Corporate Action: Any action, approval, authorization, decision, or other act of any kinthat would be necessary on the part of any Person for any corporation, limited liability company, o15 other Person to in turn act. 16 1.41 Creditor: Any Holder of a Claim. 17 1.42 Cure Payment: The payment of Cash or the distribution of other property (as the partiemay agree or the Bankruptcy Court may order) that is necessary to cure any and all defaults under a18 executory contract or unexpired lease so that such contract or lease may be assumed, or assumed anassigned, pursuant to Bankruptcy Code section 1123(b)(2). 19 1.43 Debtor or Debtors: Individually and collectively, each of the entities listed on Exhibit 20 hereto, as the same may be amended from time to time, including, without limitation, the PlaConsolidated Debtors as of the Effective Date. 21 1.44 Defined Term: Any capitalized term that is defined in this Article I of the Plan. 22 1.45 Disallowed Claim: Any Claim that (a) is not Scheduled, or is listed thereon as contingen23 unliquidated, disputed, or in an amount equal to zero, and whose Holder failed to timely File a prooof claim by the applicable Claims Bar Date (unless late filing was permitted by a Bankruptcy Cou24 order), but excluding any Claim that is expressly Allowed by a Final Order or under the Plan; or (bhas been disallowed pursuant to an order of the Bankruptcy Court. 25 1.46 Disclosure Statement: That certain disclosure statement relating to the Plan, including a26 exhibits and schedules thereto, as approved by the Bankruptcy Court pursuant to Bankruptcy Codsection 1125, as it subsequently may be amended, modified, or supplemented by the Plan Proponent27 1.47 Disputed Claim: Any Claim: 28

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1 (a) that is disputed in whole or in part under the Plan or that is Scheduled as disputecontingent, unliquidated, or in an amount equal to zero; or 2 (b) that is asserted by any of the Excluded Parties or any Disputing Claimant, which ar3 Disputed Claims in their entirety and, as such, will have no right to receive anDistributions under the Plan unless and until such Claims are affirmatively Allowe4 by a Final Order; or 5 (c) that 6 (i) is not expressly Allowed by a Final Order or under the Plan; and 7 (ii) as to which a proof of claim is Filed or is deemed Filed as a result of sucClaim being Scheduled; and 8 (iii) as to which either: 9 (1) an objection or request for estimation or subordination (A) has bee10 timely Filed within the applicable period of limitations fixed by thPlan, the Bankruptcy Code, the Bankruptcy Rules, or a Final Orde11 under which the applicable period of limitation has expired, and (Bhas not been denied by a Final Order or withdrawn; or 12 (2) the Claim Objection Deadline has not passed as to such Claim (unles13 the PFI Trust has determined that it will not object to such Claim). 14 1.48 Disputing Claimant: An Investor (other than an Excluded Party) that disputes the amountset forth for such Person in the Schedule of Allowed Netted Claims in accordance with the deadline15 and procedures to be established by further order of the Bankruptcy Court or that challenges thexpungement of such Investor’s lien in Real Property under the Plan. 16 1.49 Distribution: Any initial or subsequent issuance, payment, or transfer of consideration mad17 under the Plan or the PFI Trust Agreement. 18 1.50 Distribution Agent: (i) The PFI Trustee solely in his, her or its capacity as distribution ageunder the Plan with respect to Distributions to Holders of Allowed Administrative Claims (includin19 Professional Fee Claims), Involuntary Gap Claims, Priority Tax Claims, and Claims in Classes 1, and 3 on account of such Allowed Claims, or (ii) any party designated by the PFI Trustee to serve i20 such capacity. 21 1.51 Distribution Date: Any date on which a Distribution is made. 22 1.52 Distribution Fund: Cash that is and becomes available for funding the Distributions to thPFI Trust Beneficiaries in accordance with the Plan and the PFI Trust Agreement. 23 1.53 Distribution Record Date: The record date for determining entitlement of Holders 24 Claims to receive Distributions under the Plan, which date shall be the Effective Date. 25 1.54 Distribution Reserve: One or more reserves in respect of Contingent Claims, DisputeClaims, or Unliquidated Claims established under the Plan for PFI Trust Interests distributable unde26 the Plan with respect to such Claims and amounts payable under the Plan with respect to sucClaims or on account of such reserved PFI Trust Interests. 27 1.55 DOT Noteholder Claims: Claims of DOT Noteholders. 28

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1 1.56 DOT Noteholders: Those certain Investor lenders to PFI in the form of promissory notethat are purportedly secured by deeds of trust on certain of the Real Properties owned by PF2 Although such deeds of trust were typically junior or subordinated, it is understood that some DONoteholders may hold, or assert that they hold, senior deeds of trust on certain Real Properties, an3 both types are included within this definition. 4 1.57 DOT Noteholders’ Deeds of Trust: Any and all deeds of trust that secure notes held bDOT Noteholders, regardless of whether such deeds of trust are senior or junior in priority to othe5 deeds of trust. 6 1.58 Effective Date: The date that is the first Business Day on which each condition set forth iArticle VIII of the Plan has been satisfied or waived as set forth therein but in no event later than 127 days after the Confirmation Date, unless otherwise ordered by the Bankruptcy Court. 8 1.59 Equity Interests: All previously issued and outstanding common stock, preferred stocmembership interests, or other ownership interests in any of the Debtors (including, witho9 limitation, the Plan-Consolidated Debtors) outstanding immediately prior to the Effective Datincluding restricted stock, treasury stock, and all options, warrants, calls, rights, puts, award10 commitments, appreciation rights, or any other agreements of any character to convert, exchangexercise for, or otherwise receive any such common stock, preferred stock, membership interests, 11 other ownership interests. For the avoidance of doubt, any and all purported equity interests of aInvestor in any Debtor shall be deemed Investor Claims of the Investor pursuant to the Pla12 regardless of the pre-petition designations used by the Debtors and/or Investors. 13 1.60 Estate Assets: Collectively, (a) any and all right, title, and interest of the Debtors and thEstates in and to property of whatever type or nature, including books and records, the Re14 Properties, all Avoidance Actions and Causes of Action as of the Effective Date; and (b) any assetcontributed to or recovered by the PFI Trust or the OpCo on or after the Effective Date. 15 1.61 Estates: The chapter 11 estates of the Debtors created by Bankruptcy Code section 541(a). 16 1.62 Excluded Parties: Any prepetition Insider of any of the Debtors, any non-debtor affiliates 17 the Debtors or Insider of any such non-debtor affiliates, any prepetition employee of any of thDebtors involved in any way in the marketing, sale, or collecting or handling of any funds regardin18 the investments of the Investors, and any other Person (including any “broker,” salespersoconsultant, affiliated entity, or professional) involved in any way in the marketing, sale, or collectin19 or handling of any funds regarding the investments of the Investors, including those Personidentified on the Schedule of Excluded Parties. 20 1.63 Exculpated Parties: Collectively, (a) the Debtors, (b) the Committees and their respectiv21 current and former members (in their capacities as such), and (c) each of the preceding’s respectivRelated Parties; provided, however, that the Exculpated Parties shall not include any Excluded Party22 1.64 File, Filed, or Filing: Duly and properly filed with the Bankruptcy Court and reflected on th23 docket of the Chapter 11 Cases, except with respect to proofs of claim that must be filed with thClaims Agent, in which case “File” or “Filed” means duly and properly filed with the Claims Age24 and reflected on the official claims register maintained by the Claims Agent. 25 1.65 Final Decree: An order entered pursuant to Bankruptcy Code section 350, Bankruptcy Rul3022, and Local Rule 3022-1 closing the Chapter 11 Cases. 26 1.66 Final Order: An order or judgment of the Bankruptcy Court entered on the docket of th27 Chapter 11 Cases: 28

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1 (a) that has not been reversed, rescinded, stayed, modified, or amended; 2 (b) that is in full force and effect; and 3 (c) with respect to which (i) the time to appeal or to seek review, rehearing, remand, or writ of certiorari has expired and as to which no timely filed appeal or petition for revie4 rehearing, remand, or writ of certiorari is pending; or (ii) any such appeal or petition has beedismissed or resolved by the highest court to which the order or judgment was appealed o5 from which review, rehearing, remand, or a writ of certiorari was sought. 6 For the avoidance of doubt, no order shall fail to be a Final Order solely because of the possibilitthat a motion pursuant to Bankruptcy Code section 502(j), Rule 59 or Rule 60 of the Federal Rule7 of Civil Procedure, or Bankruptcy Rules 9023 or 9024 may be or has been filed with respect to sucorder. 8 1.67 General Claims Bar Date: May 13, 2021, which is the general deadline set pursuant to th9 Bar Date Order for filing proofs of claim for any Claims against the Debtors that arose prior to thPetition Date, other than Claims of governmental units or Investors. 10 1.68 General Unsecured Claims: All Non-DOT Investor Claims, TIC Claims, and Othe11 Unsecured Claims. 12 1.69 Governmental Claims Bar Date: May 13, 2021, June 9, 2021, August 16, 2021, and Augu17, 2021 which are the deadlines, as applicable, set pursuant to the Bar Date Order for filing proof13 of claim for any Claims of governmental units against the Debtors that arose prior to the PetitioDate. 14 1.70 Holder: The Person that is the owner of record of a Claim, Equity Interest, or PFI Tru15 Interest, as applicable. 16 1.71 Impaired: Any Class of Claims or Equity Interests that is impaired within the meaning oBankruptcy Code section 1124. 17 1.72 Individual Investor-Specific Claims: As defined in Section 2.11.3(a) of the Plan. 18 1.73 Insider: Any “insider,” as defined in Bankruptcy Code section 101(31), and with respect to 19 limited liability company, any director, officer, person in control or relative of any of the foregoinFor clarity purposes, an insider as used herein does not include any PFI LLC Member or LP Intere20 Holder but does include Excluded Parties. 21 1.74 Intercompany Claim: Any Claim of one Debtor against another Debtor, except anpostpetition claim arising from an “Intercompany Transaction” authorized in the several Cas22 Management Orders, e.g., Docket 354, issued in these Chapter 11 Cases. 23 1.75 Intercompany Lien: Any Lien securing an Intercompany Claim. 24 1.76 Initial PFI Trustee: Michael Goldberg in his capacity as the PFI Trustee of the PFI Trust aof the Effective Date. Mr. Goldberg was jointly selected by the Committees as the Initial PF25 Trustee. 26 1.77 Investor: A Person or Entity that purchased an investment product or made an investmeoffered by any Debtor, including, without limitation, any investments, interests and/or other right27 with respect to any Debtor that were styled, marketed or sold as, among others, “PISF LP notes,“PFI DOT notes,” “straight notes,” “DOT notes,” or “membership interests” in limited liabilit28

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1 companies. Investors include, without limitation, PISF Straight Noteholders, DOT Noteholders, LInterest Holders, and PFI LLC Members, but expressly excludes any of the Debtors, the Exclude2 Parties and the Holder of a TIC Interest solely on account of such TIC Interest. 3 1.78 Investor Claims: Any and all Claims of an Investor against any Debtor, which shall bcomposed of (i) an Investor Restitution Claim and (ii) an Investor Subordinated Claim. 4 1.79 Investor Claims Special Provisions: As defined in Section 2.11.2 of the Plan. 5 1.80 Investor Lookback Period: The prepetition period commencing July 26, 2013 (i.e., seve6 (7) years prior to the Petition Date for PISF). 7 1.81 Investor Restitution Claim: A Claim for restitution of an Investor to be treated pari passwith Other Unsecured Claims. Such claim is in lieu of contractual or other rights to return 8 principal investment, and is calculated as follows for a particular Investor: total OutstandinPrincipal Amount minus the Prepetition Distribution. For clarity purposes, although the calculatio9 set forth herein is based on a method accounting for the Debtors’ record keeping methods, in plaiterms, the Investor Restitution is intended to be a “netted claim,” that, in broad terms, calculates th10 remaining principal owed to a “cash-Investor” by looking at the “starting balance” plus “cash-inminus “cash-out” transactions during the relevant time periods. 11 1.82 Investor Subordinated Claim: A Claim of an Investor that is subordinated to Investo12 Restitution Claims and Other Unsecured Claims under the Plan, but senior in priority to OtheSubordinated Claims, comprised of (i) seven percent (7%) interest, compounded annually, on th13 Investor’s principal investments from the Ponzi Start Date until July 26, 2020, and (ii) any amou(if any) that is paid by the Investor to the PFI Trust on account of an Avoidance Action. Fo14 avoidance of doubt, an Allowed Investor Subordinated Claim shall be reduced dollar for dollar oaccount of any Collateral Source Recoveries the Investor receives on account of the losse15 represented by its Investor Claim, and if such Allowed Investor Subordinated Claim is reduced tzero, the Investor’s Allowed Investor Restitution Claim will be reduced dollar for dollar on accou16 of any additional Collateral Source Recoveries that may be received by the Investor. Investors whwere paid referral fees shall not receive an Investor Subordinated Claim on account of such fee. 17 1.83 Involuntary Gap Claim: A Claim specified in Bankruptcy Code section 502(f) and entitle18 to priority against the applicable Debtors and Estates under Bankruptcy Code section 507(a)(3). 19 1.84 Lien: Has the meaning ascribed in Bankruptcy Code section 101(37), including any liesecurity interest, pledge, title retention agreement, encumbrance, leasehold, charge, mortgage, dee20 of trust, assignment of rents, assignment or hypothecation to secure payment of a debt performance of an obligation, other than, in the case of securities and any other equity ownershi21 interests, any restrictions imposed by applicable United States or foreign securities laws. 22 1.85 LLC/LP Debtors: All of the Debtors listed on Exhibit 1 attached to the Plan other thaDebtors PFI and PISF. 23 1.86 Local Rules: The Local Rules of Bankruptcy Practice and Procedure of the United State24 Bankruptcy Court for the Northern District of California, as amended from time to time. 25 1.87 LP Interest Holder: A holder of an interest in an LP Debtor. 26 1.88 Net PFI Trust Action Proceeds: As defined in Section 4.3.10 of the Plan. 27 1.89 Net Prepetition Investor Recovery: With respect to a specific Investor, (a) the total Casvalue remitted to the Investor during the Investor Lookback Period (whether the payment wa28

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1 considered a return on the investment, a referral fee, or a repayment of principal), minus (b) the totCash value invested prepetition as principal by the Investor, provided that the value of (a) is greate2 than the value of (b). 3 1.90 Net Recovery: As defined in Section 2.11.3(b) of the Plan. 4 1.91 Non-Compensatory Penalty Claims: Any Claim, secured or unsecured, for any finpenalty, or forfeiture, or for multiple, exemplary, or punitive damages, to the extent such fin5 penalty, forfeiture, or damages are not compensation for actual pecuniary loss suffered by the Holdeof such Claim. 6 1.92 Non-DOT Investor Claims: Investor Claims other than DOT Noteholder Claims. For th7 avoidance of doubt, Non-DOT Investor Claims include Claims of PISF Straight Noteholders, PFLLC Members, and LP Interest Holders. 8 1.93 Non-Investor First-Priority Lender: A lender to a Debtor, an affiliate of a Debto9 Professional Investors 28, LLC, or PFI Glenwood, LLC (including, without limitation, a retail ocommercial bank) that is not an Investor and that asserts a Secured Claim on account of a first10 priority deed of trust or Lien against one or more of the Real Properties. 11 1.94 Non-Investor First-Priority Lender Claims: Any and all Secured Claims of Non-InvestFirst Priority Lenders in relation to one or more of the Real Properties. 12 1.95 Non-Investor Other Secured Claims: Any and all Secured Claims of a Person that is n13 an Investor or a Non-Investor First-Priority Lender. 14 1.96 Nonpayment Default: As defined in subsection 2.2.3(a) of the Plan. 15 1.97 OpCo: A new operating company established on the Effective Date in accordance with thterms of the Plan and the PFI Trust Agreement for the sole purpose of managing, operating an16 monetizing the OpCo Assets for the benefit of the PFI Trust and the PFI Trust Beneficiariethereunder. 17 1.98 OpCo Assets: Collectively, all Estate Assets (including all partnership or membershi18 interests in a Debtor entity, as determined by the PFI Trust) and other assets or entities that may btransferred or otherwise provided, directly or indirectly, to or for the benefit of the Debtors (after th19 Petition Date but before the Effective Date) or the OpCo (on or after the Effective Date) by anPerson, but not including the PFI Trust Assets (including the PFI Trust Actions), the Senior Claim20 Reserve, the Distribution Reserve or the Professional Fee Reserve. 21 1.99 Order for Relief Date: (a) July 26, 2020, when used in reference to PISF (the date that thBankruptcy Court entered the order for relief in the Chapter 11 Case of PISF); (b) December 122 2020, when used in reference to the LLC/LP Debtors (the date that the Bankruptcy Court entered threspective orders for relief in the Chapter 11 Cases of the LLC/LP Debtors); and (c) the othe23 respective dates specified in Exhibit 1 hereto, when used in reference to other Debtors (other thaPISF, PFI and the LLC/LP Debtors). 24 1.100 Other Subordinated Claim: Collectively, (a) any Non-Compensatory Penalty Claims an25 (b) any other Claim that is subordinated to General Unsecured Claims pursuant to Bankruptcy Codsection 510, a Final Order, or by consent of the Creditor holding such Claim, but not any Investo26 Claims. 27 1.101 Other Unsecured Claim: Any unsecured, non-priority Claim asserted against any of thDebtors or the Estates that is not a Non-Investor First-Priority Lender Claim, Investor Claim, TI28

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1 Claim or Other Subordinated Claim, including, for the avoidance of doubt, all Rejection Claims, bexcluding (a) any Claims arising from any executory contracts or unexpired leases that are assume2 during the Chapter 11 Cases and (b) any vendor or other Claims satisfied in the ordinary course obusiness or pursuant to an order of the Bankruptcy Court. 3 1.102 Outstanding Principal Amount: When used in reference to an Investor Claim, an amou4 equal to the aggregate of the Investor’s balance at the Ponzi Start Date, inclusive of interest actuallaccrued prior to the Ponzi Start Date, and actual dollars invested at any time between the Ponzi Sta5 Date and the Petition Date (whether or not rolled over from another investment by an Investor ofrom the account of another Investor) on account of the Investor Claim held by the applicabl6 Investor. 7 1.103 Person: Any person or organization created or recognized by law, including any associatiocompany, cooperative, corporation, entity, estate, fund, individual, joint stock company, joi8 venture, limited liability company, partnership, trust, trustee, unincorporated organizatiogovernment or any political subdivision thereof, or any other entity or organization of whateve9 nature. 10 1.104 Petition Date: (a) July 16, 2020, when used in reference to PISF (the date that an involuntarpetition for relief under chapter 11 of the Bankruptcy Code was filed against PISF); (b) July 211 2020, when used in reference to PFI that filed its voluntary chapter 11 petition on such date; (c) thother respective dates specified in Exhibit 1 hereto, when used in reference to the LLC/LP Debtor12 and (d) July 26, 2020, when used in reference to the Plan-Consolidated Debtors. 13 1.105 PFI: Professional Financial Investors, Inc., a Debtor. 14 1.106 PFI LLC Member: An Investor who is a member of a PFI-Managed LLC. 15 1.107 PFI-Managed LLC: A limited liability company that is managed by PFI and/or in whicPFI holds an interest. 16 1.108 PFI Trust Actions: Collectively, all Avoidance Actions and Causes of Action held by th17 Debtors or the Estates and any Causes of Action that are contributed to the PFI Trust as ContributeClaims, in each case as against any Person that is not a Released Party. 18 1.109 PFI Trust Assets: Collectively, (a) the PFI Trust Actions, (b) 100% of the equity interests i19 the OpCo (including all proceeds and distributions from OpCo), (c) Available Cash as of thEffective Date and Available Cash that is possessed by or turned over to the PFI Trust after th20 Effective Date, excluding the Senior Claims Reserve and the Professional Fee Reserve, and (d) otheassets or entities that may be transferred or otherwise provided, directly or indirectly, to or for th21 benefit of the PFI Trust (on or after the Effective Date) by any Person. 22 1.110 PFI Trust Beneficiary: Each Holder of a PFI Trust Interest. PFI Trust Interests are to bDistributed to Holders of Allowed Investor Claims and Allowed Other Unsecured Claims i23 accordance with Sections 2.5, 2.6 and 2.7 of the Plan. 24 1.111 PFI Trust Expenses: Any and all reasonable fees, costs, and expenses incurred by the PFTrustee in managing and operating the PFI Trust not inconsistent with the Plan or the PFI Tru25 Agreement, including the maintenance or disposition of the PFI Trust Assets and the OpCo Asset(including PFI Trustee fees, indemnity reserves, attorneys’ fees, the fees of professionals, and othe26 Persons retained by the PFI Trustee or by the OpCo, personnel-related expenses, and any taxeimposed on the PFI Trust, in respect of the PFI Trust Assets, the OpCo or the OpCo Assets), and an27 other expenses incurred or otherwise payable in accordance with the PFI Trust Agreement. 28

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1 1.112 PFI Trust Indemnified Parties: The PFI Trustee, the BOA, and their respective RelateParties, each in their respective capacity as such. 2 1.113 PFI Trust Interests: Any Class A PFI Trust Interests distributed to Investors and othe3 creditors and Class B PFI Trust Interests distributed to Investors under the Plan and the PFI TruAgreement. 4 1.114 PFI Trust Interests Waterfall: As defined in Section 4.3.10 of the Plan. 5 1.115 PFI Trustee: The Initial PFI Trustee (Michael Goldberg), who was jointly selected by th6 Committees, and any successor thereto appointed pursuant to the PFI Trust Agreement, in each casacting in the capacity as trustee of the PFI Trust. 7 1.116 PISF Straight Noteholders: Those certain lenders to PISF evidenced in the form 8 promissory notes that are purportedly secured by PISF’s interests in limited partnerships that arDebtors or affiliated with a Debtor. 9 1.117 Plan: This Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and It10 Affiliated Debtors Proposed By the Debtors and Official Committee of Unsecured Creditors anSupported By the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committe11 and all exhibits thereto, including the Plan Supplement, as the same may be amended, modified, osupplemented in the Plan Proponents’ reasonable discretion after consultation with each of the A12 Hoc Committees. 13 1.118 Plan-Consolidated Debtors: Professional Investors 28, LLC and PFI Glenwood LLC. 14 1.119 Plan Proponents: The Debtors and the Unsecured Creditors’ Committee, as proponents othe Plan. 15 1.120 Plan Supplement: The ancillary documents regarding the implementation and effectuatio16 of the Plan, which will be Filed on or before the date that is seven (7) calendar days prior to thVoting Deadline, as such documents may be amended and supplemented prior to the Confirmatio17 Hearing in the Plan Proponents’ reasonable discretion after consultation with each of thCommittees. The Plan Supplement may include, without limitation, the form of the PFI Tru18 Agreement, the Schedule of Assumed Agreements, and additional information relating to tax matter19 1.121 Ponzi Start Date: January 1, 2007. 20 1.122 PFI Trust: A trust established on the Effective Date for the benefit of the PFI TruBeneficiaries in accordance with the terms of the Plan and the PFI Trust Agreement. 21 1.123 PFI Trust Agreement: The agreement substantially in the form Filed in the Pla22 Supplement and reasonably acceptable to each of the Committees establishing and delineating thterms and conditions of the PFI Trust, including the rights and duties of the PFI Trustee and th23 BOA. 24 1.124 Prepetition Distribution: Any readily identifiable consideration (including distributionpayments, referral fees, roll-overs to other investments of an Investor, and transfers to accounts o25 other Investors) that was transferred any time between the Ponzi Start Date and the Petition Datfrom any Person to an Investor on account of any of the Investor’s investments related to the Debtor26 Such consideration shall include any transfers, whether or not denominated as “principal,” “interest,“roll-overs,” “dividends,” or other similar terms on account of investments held at any time even i27 such investment had been paid or was otherwise no longer existing as of the Petition Date. 28

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1 1.125 Priority Claim: A Claim that is entitled to priority under Bankruptcy Code section 507(aother than an Administrative Claim, Professional Fee Claim, an Involuntary Gap Claim, and 2 Priority Tax Claim. 3 1.126 Priority Tax Claim: A Claim that is entitled to priority under Bankruptcy Code sectio507(a)(8). 4 1.127 Pro Rata: Proportionately so that the ratio of (a) the amount of consideration distributed o5 account of a particular Allowed Claim or PFI Trust Interest to (b) the amount or number of thAllowed Claim or PFI Trust Interest, is the same as the ratio of (x) the amount of consideratio6 available for Distribution on account of, as applicable, all Allowed Claims in the Class in which thparticular Allowed Claim is included or all applicable PFI Trust Interests to (y) as applicable, th7 amount of all Allowed Claims of that Class or the number of applicable PFI Trust Interests, aadjusted to take into account any applicable Distribution Reserves. 8 1.128 Professional: Any professional employed in the Chapter 11 Cases pursuant to Bankruptc9 Code sections 327, 328, 363, 1103, or 1104 or any professional or other Person seekincompensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant t10 Bankruptcy Code section 503(b)(3) or 503(b)(4). 11 1.129 Professional Fee Claim: A Claim of a Professional for compensation or reimbursement ocosts and expenses (or of members of the Committees for reimbursement of expenses) relating t12 services provided during the period from the applicable Petition Date through and including thEffective Date. 13 1.130 Professional Fee Reserve: The reserve established and funded by the PFI Trust pursuant t14 Section 10.3 of the Plan to provide sufficient funds to satisfy in full all unpaid Allowed ProfessionFee Claims. 15 1.131 Real Properties: Any and all real property locations (primarily consisting of apartme16 buildings and commercial office parks) in which a Debtor holds a direct or indirect ownershiinterest, including the real property locations listed on Schedule 1 to the Disclosure Statement. 17 1.132 Rejection Claim: Any Claim for monetary damages as a result of the rejection of an18 prepetition executory contract or unexpired lease, whether rejected pursuant to the ConfirmatioOrder or otherwise. 19 1.133 Rejection Claims Bar Date: To the extent not previously established by prior order of th20 Bankruptcy Court, the first Business Day that is at least thirty (30) calendar days after the EffectivDate. 21 1.134 Related Parties: Collectively, all of the respective accountants, agents, assigns, attorney22 bankers, consultants, directors, employees, executors, financial advisors, investment bankermanagers, members, officers, partners, predecessors, principals, professional person23 representatives, and successors of the referenced Person; provided, however, that the DebtorsRelated Parties will be limited to the following Persons: the directors, officers, attorney24 accountants, consultants, professionals, and employees who are employed by the Debtors on thEffective Date. 25 1.135 Released Parties: Collectively, (a) the Debtors, (b) the Committees and their respectiv26 current and former members including any ex-officio members (in their capacities as such), and (ceach of the preceding’s respective Related Parties; provided, however, that the Released Parties sha27 not include any Excluded Party. 28

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1 1.136 Releasing Parties: Collectively, (a) the Debtors, (b) the Estates, and (c) any Persoexercising or seeking to exercise any rights of the Estates (but solely in that capacity), including eac2 of the Committees (but not their individual members), the PFI Trustee, and any other successor tthe Debtors or any other estate representative that is or could be appointed or selected pursuant t3 Bankruptcy Code section 1123(b)(3) or otherwise. 4 1.137 Schedule of Allowed Netted Claims: A schedule, or any applicable portion thereof, that wibe served on Investors by a deadline to be established by the Bankruptcy Court that indicates bot5 the Outstanding Principal Amount and the Prepetition Distributions for each Investor that is not aExcluded Party. 6 1.138 Schedule of Assumed Agreements: The schedule of those certain executory contracts an7 unexpired leases that the Debtors have determined, in the Debtors’ reasonable discretion afteconsultation with each of the Committees, the Debtors may assume and assign to the PFI Trust or th8 OpCo, as applicable, on the Effective Date. The initial Schedule of Assumed Agreements will bFiled as part of the Plan Supplement, but remains subject to any modifications that may be mad9 prior to the Effective Date pursuant to Section 55.1.1 of the Plan. 10 1.139 Schedule of Excluded Parties: A non-exclusive schedule to the Disclosure Statement thlists certain of the Excluded Parties. 11 1.140 Scheduled: Set forth in the Schedules. 12 1.141 Schedules: The respective Schedules of Assets and Liabilities and Statements of Financi13 Affairs Filed by the Debtors, as such Schedules may be amended from time to time in accordancwith Bankruptcy Rule 1009. 14 1.142 SEC: The U.S. Securities and Exchange Commission. 15 1.143 Section 503(b)(9) Claim: A Claim arising under Bankruptcy Code section 503(b)(9) for th16 value of any goods received by the Debtors within twenty (20) calendar days before the applicablPetition Date and that were sold to the Debtors in the ordinary course of their business. 17 1.144 Secured Claim: A Claim that is secured by a valid, perfected, and enforceable Lien o18 property in which the Debtors or the Estates have an interest, which Lien is valid, perfected, anenforceable under applicable law and not subject to avoidance under the Bankruptcy Code o19 applicable nonbankruptcy law. A Claim is a Secured Claim only to the extent of the value of thHolder’s interest in the Debtors’ interest in the Collateral or to the extent of the amount subject t20 setoff against a Cause of Action held by the Debtors, whichever is applicable, and as determineunder Bankruptcy Code section 506(a). To the extent that the value of such interest in the Debtors21 interest in the subject Collateral or the amount subject to setoff against a Cause of Action held by thDebtors (as applicable) is less than the amount of the Claim which has the benefit of such security o22 is supported by such setoff right, such portion of the Claim is unsecured and shall be treated as General Unsecured Claim unless, in any such case, the Class of which the Secured Claim is a pa23 makes a valid and timely election in accordance with Bankruptcy Code section 1111(b) to have sucClaim(s) treated as a Secured Claim to the extent Allowed. For the avoidance of doubt, Investo24 Claims are not defined, classified, or treated as Secured Claims under the Plan. 25 1.145 Securities Act: The Securities Act of 1933, as amended. 26 1.146 Senior Claims Reserve: One or more reserves of Cash in respect of, as applicablAdministrative Claims (other than Professional Fee Claims), Involuntary Gap Claims, Priority Ta27 Claims, Non-Investor First Priority Lender Claims, Non-Investor Other Secured Claims, and PrioritClaims (including such Claims that are Contingent Claims, Disputed Claims, or Unliquidate28

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1 Claims), in amounts to be established by the PFI Trustee, after consultation with the Debtors and thCommittees, on or as soon as reasonably practicable after the Effective Date, out of which (i) th2 Distribution Agent will make Distributions to the Holders of the foregoing Claims (if and to thextent Allowed) in accordance with the Plan, and (ii) the PFI Trustee and his, her or its agent3 including the Distribution Agent (if not the PFI Trustee), will be reimbursed from such moniefor reasonable costs and expenses incurred by said parties (including fees and costs to litigate an4 otherwise resolve Contingent Claims, Disputed Claims or Unliquidated Claims, and administer anmake Distributions out of the Senior Claims Reserve). 5 1.147 Solicitation Procedures Order: The order conditionally approving the Disclosure Stateme6 authorizing the Plan Proponents to solicit acceptances of the Plan, and establishing certain relateprocedures and deadlines. 7 1.148 TIC Agreements: All tenancy-in-common agreements, as amended or modified from tim8 to time, between PFI and any Holder of a TIC Interest. 9 1.149 TIC Claim: Any and all Claims of a Holder of TIC Interests against any Debtor witrespect to his or her TIC Interests. 10 1.150 TIC Interests: The respective tenant-in-common interests of non-debtor parties in Re11 Properties owned in part by PFI or limited liability companies that are managed by PFI or affiliatewith a Debtor. 12 1.151 TIC Investor Treatment Election: The option provided to each Holder of a TIC Claim o13 his or her Ballot or by written agreement with the Debtors or PFI Trustee, as applicable, to elect ttransfer his or her TIC Interests to the Debtors or PFI Trust, as applicable, and receive the treatme14 provided to Holders of Class 5 Non-DOT Investor Claims, including the Special Provisions Relatinto Investor Claims and Special Provisions Relating to Individual Investor-Specific Claims as s15 forth in sections 2.11.2 and 2.11.3, respectively, and to have any aggregation of their Class 6 Claimexcluded from any other Claims the TIC Interest Holder might hold (which shall be subject to 16 separate aggregation calculation). 17 1.152 Unimpaired: Any Class of Claims that is not impaired within the meaning of BankruptcCode section 1124. 18 1.153 Unliquidated Claim: Any Claim that is Scheduled as unliquidated or that was Filed in a19 unliquidated amount. 20 1.154 Unsecured Creditors’ Committee: The official committee of unsecured creditors, aprovided for under Bankruptcy Code section 1102, which was appointed in the Chapter 11 Cases o21 PFI and PISF, as it may be reconstituted from time to time. 22 1.155 U.S. Trustee: The Office of the United States Trustee for the Northern District of California23 1.156 Voting Deadline: The date and time by which all Ballots to accept or reject the Plan must breceived in order to be counted under the Solicitation Procedures Order. 24 25 CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS 26 1.1. SUMMARY AND CLASSIFICATION OF CLAIMS. This Section classifies Claims except for Administrative Claims, Professional Fee Claims, Involuntary Gap Claims, an27 Priority Tax Claims, which are not classified – for all purposes, including confirmatioDistributions, and voting. A Claim is classified in a particular Class only to the extent that th28

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1 Claim falls within the Class description. To the extent that part of a Claim falls within different Class description, that part of the Claim is classified in that different Class. Th2 following table summarizes the Classes of Claims under the Plan:
Table 1 on page 22. Back to List of Tables
CLASS DESCRIPTION IMPAIRED/
UNIMPAIRED
VOTING STATUS
None Administrative Claims Unimpaired Not Entitled to Vote
None Professional Fee Claims Unimpaired Not Entitled to Vote
None Involuntary Gap Claims Unimpaired Not Entitled to Vote
None Priority Tax Claims Unimpaired Not Entitled to Vote
Class 1 Non-Investor First-Priority Lender
Claims3
Impaired Entitled to Vote
Class 2 Non-Investor Other Secured
Claims4
Unimpaired Not Entitled to Vote
(deemed to accept)
Class 3 Priority Claims Unimpaired Not Entitled to Vote
(deemed to accept)
Class 4 DOT Noteholder Claims5 Impaired Entitled to Vote
Class 5 Non-DOT Investor Claims Impaired Entitled to Vote
Class 6 TIC Claims Impaired Entitled to Vote
Class 7 Other Unsecured Claims Impaired Entitled to Vote
Class 8 Other Subordinated Claims Impaired Not Entitled to Vote
(deemed to reject)
Class 9 Equity Interests Impaired Not Entitled to Vote
(deemed to reject)
NOTWITHSTANDING ANY OTHER TERM OR PROVISION OF THE PLAN, NO 21 DISTRIBUTIONS WILL BE MADE ON ACCOUNT OF ANY CLAIM THAT IS NOT AN ALLOWED CLAIM, AND NO RIGHTS WILL BE RETAINED ON ACCOUNT 22 OF ANY CLAIM THAT IS A DISALLOWED CLAIM. IN ADDITION, THE PROPOSED CLASSIFICATION AND TREATMENT OF ANY CLAIMS SET 23 24 3 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Non-InvestFirst-Priority Lender Claim shall be deemed to be in its own subclass. 25 4 For voting purposes and to comply with Bankruptcy Code section 1122(a), each Allowed Non-Invest26 Other Secured Claim shall be deemed to be in its own subclass. 5 For voting purposes and to comply with Bankruptcy Code section 1122(a), Allowed DOT Notehold27 Claims shall be deemed to be in their own subclass on a property by property basis. 28

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1 FORTH HEREIN, INCLUDING, WITHOUT LIMITATION, THE DESIGNATION OF ANY CLASS AS IMPAIRED OR UNIMPAIRED, SHALL NOT BE DEEMED A 2 WAIVER OR RELEASE OF ANY CAUSE OF ACTION OR AVOIDANCE ACTION AGAINST ANY HOLDER OF A CLAIM OR ANY OTHER PARTY, INCLUDING, 3 WITHOUT LIMITATION, THE DEBTORS’ OR THE PFI TRUST’S RIGHT TO SEEK SUBORDINATION OF ANY CLAIM AND RECLASSIFY SUCH CLAIMS 4 INTO CLASS 7, AND ALL SUCH CAUSES OF ACTION AND AVOIDANCE ACTIONS ARE HEREBY PRESERVED UNDER THE PLAN. 5 1.2. CLASSIFICATION & VOTING CONTROVERSIES. 6 (a) If a controversy arises regarding whether any Claim is properly classified under th7 Plan, then the Bankruptcy Court shall, upon proper motion and notice, determine such controversy the Confirmation Hearing. 8 (b) If the Bankruptcy Court finds that the classification of any Claim is improper, the9 such Claim shall be reclassified and the Ballot previously cast by the Holder of such Claim shall bcounted in, and the Claim shall receive the treatment prescribed in, the Class in which th10 Bankruptcy Court determines such Claim should have been classified, without the necessity oresoliciting any votes on the Plan. 11 12 TREATMENT OF CLAIMS AND EQUITY INTERESTS 13 2.1 UNCLASSIFIED CLAIMS. 14 2.1.1 Administrative Claims. Except as otherwise provided for herein, and subject to threquirements of the Plan, on or as soon as reasonably practicable after the later of (i) the Effectiv15 Date, (ii) thirty (30) calendar days following the date on which an Administrative Claim becomes aAllowed Administrative Claim, (c) the date on which such Allowed Administrative Claim i16 otherwise due and payable, or (d) such other date as may be mutually agreed to by the PFI Trust anthe Holder of such Allowed Administrative Claim, the Holder of such Allowed Administrativ17 Claim shall receive, in full satisfaction, settlement, and release of and in exchange for such AlloweAdministrative Claim, (a) Cash equal to the unpaid portion of such Allowed Administrative Claim 18 (b) such other less favorable treatment as to which such Holder and the PFI Trust shall have agreeupon in writing. 19 2.1.2 Professional Fee Claims. Professional Fee Claims shall be paid as set forth i20 Section 10.3 of the Plan. 21 2.1.3 Involuntary Gap Claims. To be eligible to receive Distributions under the Plan oaccount of an Involuntary Gap Claim, a proof of Claim must be Filed or deemed Filed with th22 Bankruptcy Court so as to be received on or before the applicable Claims Bar Date. Any Holder oan Involuntary Gap Claim that does not properly assert such Claim shall have its Claim be deeme23 Disallowed under the Plan and be forever barred from asserting such Claim against PISF, any of thother Debtors, and/or any of their respective Estates, assets or property. Any such Claim shall b24 Disallowed and the holder thereof shall be enjoined from commencing or continuing any actioemployment of process or act to collect, offset, recoup or recover such Claim. Except as otherwis25 provided for herein, and subject to the requirements of the Plan, on or as soon as reasonablpracticable after the later of (i) the Effective Date and (ii) thirty (30) calendar days following th26 date on which an Involuntary Gap Claim becomes Allowed, the Holder of such Allowed InvoluntarGap Claim shall receive, in full satisfaction, settlement, and release of and in exchange for suc27 Allowed Involuntary Gap Claim, (a) Cash equal to the unpaid portion of such Allowed Involuntar28

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1 Gap Claim or (b) such other less favorable treatment as to which such Holder and the PFI Trust shahave agreed upon in writing. 2 2.1.4 Priority Tax Claims. In full satisfaction, settlement, and release of and in exchang3 for such Claims, Allowed Priority Tax Claims shall be paid, at the PFI Trust’s option, as follow(a) Cash equal to the unpaid portion of such Allowed Priority Tax Claim on the later of the Effectiv4 Date and thirty (30) calendar days following the date on which such Priority Tax Claim becomes aAllowed Priority Tax Claim; (b) in regular installment payments in Cash over a period not exceedin5 five (5) years after the Petition Date, plus interest on the unpaid portion thereof at the ratdetermined under applicable nonbankruptcy law as of the calendar month in which the Effectiv6 Date occurs (provided that such election shall be without prejudice to the right to prepay any sucAllowed Priority Tax Claim in full or in part without penalty); or (c) such other treatment as t7 which the Holder of an Allowed Priority Tax Claim and the PFI Trust shall have agreed upon iwriting. 8 2.2 CLASS 1: NON-INVESTOR FIRST-PRIORITY LENDER CLAIMS. 9 Class 1 consists of all Non-Investor First Priority Lender Claims. Class 1 is Impaired unde10 the Plan and entitled to vote. The treatment of Class 1 will not be changed, altered, amended modified by any Alternate Restructuring Transaction referred to in section 4.4 or elsewhere in th11 Plan. 12 2.2.1 The legal, equitable, contractual, Lien and priority rights of Holders of Class 1 Claimare unaltered by the Plan except to the extent provided in subsections 2.2.2, 2.2.3, and 2.2.4, an13 notwithstanding substantive consolidation of the Debtors and vesting of the PFI Trust Assets and thOpCo Assets (including, without limitation, the Real Properties) in the PFI Trust and the OpCo, a14 applicable, either directly or indirectly, the Liens of the Holders of Class 1 Claims will continue tattach to their respective Collateral, and such Holders shall retain all rights and defenses, includin15 rights of setoff and recoupment, that would apply had substantive consolidation not occurred ansuch Holders shall not be prejudiced by and may take advantage of substantive consolidation i16 asserting any rights or defenses, provided that all such Claims shall remain subject to any and aobjections, defenses, counterclaims, and setoff or recoupment rights of the Debtors, the Post17 Effective Date Trust, and the OpCo with respect thereto. PFI Trust or OpCo, as applicable, shamake, execute and deliver to the Holder of a Class 1 Claim such promissory notes, mortgages, deed18 of trust, security agreements, assignments, financing statements, instruments, documentamendments, modifications, assumptions and other agreements as such Holder or its attorney ma19 reasonably request after the Effective Date and from time to time thereafter to evidence and secursuch Holder’s Claim and loan and to perfect and maintain the priority of all Liens. For avoidance o20 doubt, the Holders of Class 1 Claims shall not be affected by subsection 4.8.3 of this Plan. 21 2.2.2 Unless the PFI Trust and the Holder of a Class 1 Claim agree to other treatment, on oas soon as is reasonably practicable after the Effective Date, each Holder of a Class 1 Claim wi22 receive either: (i) in the event of a sale or refinance concerning the Collateral, cash in the AlloweAmount of such Holder’s Class 1 Claim that shall be immediately paid from escrow in exchange fo23 release of such Holder’s Lien; or (ii) the return by the PFI Trust or OpCo, as applicable, and subjeto mutual agreement or court order, by deed in lieu of foreclosure, surrender, or termination of an24 stay, of the Collateral securing such Class 1 Claim, without representation or warranty by anPerson; or (iii) (A) reinstatement of the maturity of such Class 1 Claim in the Allowed Amount a25 the maturity existed before any default, (B) payment of any taxes, contractual legal fees, cost another charges, and past due installments of principal or interest, and (C) continuation thereafter o26 payments of principal, interest and other obligations when and as the same come due. In no evewill a sale or refinance of the Collateral of any such Holder as provided in (i) above close witho27 payment in full of the Allowed Amount of such Holder’s Class 1 Claim or if such claim is subject tobjection, the Holder’s lien shall attach to the refinance or sale net proceeds after payment of cost28

24

1 of sale, property taxes and senior liens, if any. The disputed amount of net proceeds will be held in segregated interest bearing account from which the Allowed Amount, including interest, fees, cost2 and other charges provided under agreement or applicable nonbankruptcy law, will be paid upoFinal Order determining the claim objection or upon agreement of the Holder and the PFI Truste3 For the avoidance of doubt, and in addition to the foregoing, Holders of Class 1 Claims shall bentitled to payment of any reasonable costs, including attorneys’ fees and filing fees, associated wit4 the implementation of the Plan and the treatment provided under this section 2.2. 5 2.2.3 (a) Unless the PFI Trust and the Holder of a Class 1 Claim agree in writinotherwise, each Holder of a Class 1 Claim shall be deemed to have irrevocably waived as of th6 Effective Date any and all defaults or breaches of contract listed in the following clauses (i) throug(xi) that occurred or arose, or may have occurred or arose, prior to the Effective Date, whethe7 discovered or undiscovered, whether continuing thereafter or not, and any fees or penalties iconnection therewith (i) of the kind specified in Bankruptcy Code section 365(b)(2); (ii) related t8 failure to pay property taxes provided that all such taxes shall be brought current by the EffectivDate; (iii) related to allowing or granting junior liens or encumbrances against or transfer of th9 Collateral securing the Class 1 Claim; (iv) arising from any misrepresentations or omissions made bany Debtor or any Person on behalf of a Debtor, or any breach of any covenant to provide financia10 operating, or other reports, in or in connection with the contracts, agreements, or promissory noteexecuted by any Debtor; (v) related to the Debtors’ participation in the Ponzi scheme; (vi) related t11 any Debtor’s misuse or diversion of funds in violation of any covenant; (vii) related to any Debtor’neglect of repair or maintenance of, or physical waste with respect to, any Collateral securing th12 Class 1 Claim; (viii) related to any default or breach by Lewis Wallach or any Debtor or othePerson under any guaranty provided to a Holder of an Class 1 Claim, including any breach of 13 representation or warranty thereof; (ix) related to any default arising from a change in managemeor control of or transfer of any interest in a Debtor, including transfers of partnership or limite14 partnership or limited liability company membership interests; (x) arising from or related to thsubstantive consolidation of the Debtors or the transfer to and vesting of the PFI Trust Assets and th15 OpCo Assets (including, without limitation, the Real Properties) in the PFI Trust and the OpCo, aapplicable, either directly or indirectly; and (xi) related to any nonpayment breach by any Debtor o16 any other nonpayment covenant in any loan or security agreement between a Debtor and the Holdeof a Class 1 Claim. The foregoing defaults and breaches listed in clauses (i) through (xi) are each 17 “Nonpayment Default,” and for the avoidance of doubt, a Holder of a Class 1 Claim is not deemed thave waived any default or breach of contract that is not a Nonpayment Default. 18 (b) In consideration of the waivers in clause (a) of subsection 2.2.3 and i19 recognition of the oversecured status of all Class 1 Claims, no Avoidance Action, Cause of Actioor claim for relief based on constructive intent, insolvency or lack of reasonable exchange valu20 shall be asserted or lie against any Holder of a Class 1 Claim. 21 (c) For the avoidance of doubt, the Liens of each Holder of a Class 1 Claim arhereby modified to prohibit post-Effective Date enforcement of any remedy or other provision 22 any contract, agreement, or promissory note on account of any Nonpayment Default deemed to havbeen waived by the Plan as set forth in subsections 2.2.2 and 2.2.3, including without limitation th23 assessment of a default rate of interest or similar penalty or charge, late charges, other penalties, oacceleration of the maturity date of any loan, provided however, that nothing contained in the Pla24 shall affect the ability of a Holder of a Class 1 Claim to declare an event of default related to Nonpayment Default triggered by new facts first arising after the Effective Date of the Plan or an25 other breach, default or event of default, including any payment default, arising after the EffectivDate of the Plan. The waivers and modifications set forth in this subsection 2.2.3 shall only apply t26 the ability of a Holder of a Class 1 Claim to enforce rights and remedies with respect to such Claiand shall not operate to waive, modify, or impair any right or defense the Holder of a Class 1 Clai27 may have to any claims asserted against such Holder, including Avoidance Actions and Causes oAction. Nor shall such waivers or modifications relieve the PFI Trust or OpCo from the performanc28

25

1 post-Effective Date of (i) any covenant or obligation requiring the repair or maintenance of the ReProperties and (ii) any duty, covenant, negative covenant, representation, warranty or obligatio2 required to be performed under applicable law and the applicable contracts, instruments, documentor agreements, including, without limitation, any requirement to prepare financial reports, repair o3 maintain Collateral or to pay the costs, expenses and attorneys’ fees related to post-Effective Datdefault. Notwithstanding the foregoing, any deferred repairs, maintenance and/or physical wast4 whenever having occurred, with respect to any Collateral shall be promptly addressed, remedied anabated, within six months after the Effective Date. 5 (d) For the avoidance of doubt, if the Effective Date does not occur, the 6 modifications and waivers of the rights of Holders of Class 1 Claims in this Section 2.2 and this Plashall be null and void and of no effect. 7 2.2.4 The Bankruptcy Court shall retain jurisdiction and power to determine the Allowe8 Amount necessary to satisfy any Class 1 Claim for which treatment is elected under clause (i) oclause (iii) of subsection 2.2.2. 9 2.3 CLASS 2: NON-INVESTOR OTHER SECURED CLAIMS. 10 Class 2 consists of all Non-Investor Other Secured Claims. Class 2 is Unimpaired under th11 Plan. 12 The legal, equitable, and contractual rights of Holders of Allowed Class 2 Claims arunaltered by the Plan, and, notwithstanding substantive consolidation of the Debtors and vesting o13 the PFI Trust Assets and the OpCo Assets (including, without limitation, the Real Properties) in thPFI Trust and the OpCo, as applicable, either directly or indirectly, the Liens of the Holders o14 Allowed Class 2 Claims will continue to attach to their respective Collateral, provided that all sucClaims shall remain subject to any and all defenses, counterclaims, and setoff or recoupment right15 with respect thereto. Unless the PFI Trust and the Holder of an Allowed Class 2 Claim agree to othetreatment, on or as soon as is reasonably practicable after the Effective Date, each Holder of a16 Allowed Class 2 Claim shall receive, at the PFI Trust’s option: (i) Cash from the PFI Trust in thAllowed amount of such Holder’s Allowed Class 2 Claim; or (ii) the return by the PFI Trust of th17 Collateral securing such Allowed Class 2 Claim, without representation or warranty by any Perso(and without recourse against any Person regarding such Non-Investor Other Secured Claim); or (iii18 (A) the cure of any default, other than a default of the kind specified in Bankruptcy Code sectio365(b)(2), that Bankruptcy Code section 1124(2) requires to be cured, with respect to such Holder’19 Allowed Class 2 Claim, without recognition of any default rate of interest or similar penalty ocharge, and upon such cure, no default shall exist; (B) the reinstatement of the maturity of suc20 Allowed Class 2 Claim as the maturity existed before any default, without recognition of any defaurate of interest or similar penalty or charge; and (C) retention of its unaltered legal, equitable, an21 contractual rights with respect to such Allowed Class 2 Claim, including through the retention of anassociated Lien on the specific Collateral securing such Allowed Class 2 Claim. 22 The Bankruptcy Court shall retain jurisdiction and power to determine the amount necessar23 to satisfy any Allowed Class 2 Claim for which treatment is elected under clause (i) or clause (iii) othe immediately foregoing paragraph. With respect to any Allowed Class 2 Claim for whic24 treatment is elected under clause (i), any Holder of such Allowed Class 2 Claim shall release (and bthe Confirmation Order shall be deemed to release) all Liens against any Estate Assets securin25 such Allowed Class 2 Claim. 26 2.4 CLASS 3: PRIORITY CLAIMS. 27 Class 3 consists of all Priority Claims. Class 3 is Unimpaired under the Plan. 28

26

1 On, or as soon as reasonably practicable after, the later of (i) the Effective Date and (ii) thdate on which a Priority Claim becomes payable pursuant to and as specified by an order of th2 Bankruptcy Court, the Holder of such Allowed Priority Claim shall receive, in full satisfactiosettlement, and release of and in exchange for such Allowed Priority Claim, either (a) Cash from th3 PFI Trust equal to the unpaid portion of such Allowed Priority Claim or (b) such other less favorabltreatment from the PFI Trust to which such Holder and the PFI Trust shall have agreed upon i4 writing. 5 2.5 CLASS 4: DOT NOTEHOLDER CLAIMS. 6 Class 4 consists of all DOT Noteholder Claims, including such claims of Investors whosnotes are allegedly secured by a first priority deed of trust. Class 4 is Impaired under the Plan. Fo7 purposes of distributions under the Plan, Holders of DOT Noteholder Claims in Class 4 arconsidered to be in separate subclasses within Class 4 on a property by property basis (i.e., Class 48 is composed of all DOT Noteholder Claims relating to Real Property A, Class 4B is composed of aDOT Noteholder Claims relating to Real Property B, etc.), and each such subclass for eac9 applicable Real Property is deemed to be a separate Class for purposes of the Plan. 10 To the extent (a) the Real Properties securing the liens of DOT Noteholders have not beesold prior to the Effective Date, or (b) the liens of DOT Noteholders have attached to the proceeds o11 the sale of any Real Properties and have not been otherwise removed and expunged pursuant to aorder of the Bankruptcy Court, DOT Noteholder Claims shall be compromised as follows: (112 Holders of DOT Noteholder Claims will be treated as general unsecured creditors for purposes odistribution; (2) the Confirmation Order shall include provisions expunging the liens of the DO13 Noteholders from the record of the Real Properties, or the sale proceeds thereof, such expungemeto become effective with respect to each Real Property, or the sale proceeds thereof, on the later o14 the thirtieth (30th) day after entry of the Confirmation Order or the date of entry of a final ordeadjudicating an Avoidance Action with respect to a lien on that Real Property or the sale proceed15 thereof; (3) any DOT Noteholder that wishes to challenge the expungement of its lien shall file aobjection with the Bankruptcy Court no later than twenty (20) days after entry of the Confirmatio16 Order and serve its objection on the Debtors or PFI Trustee, as applicable; (4) the Debtors or PTrustee, as applicable, shall file the Avoidance Action no later than thirty (30) days after service o17 the objection. With regard to the foregoing provision (1), the Holders of Allowed Class 4 Claims wi18 receive on or as soon as reasonably practicable after the Effective Date, (i) one (1) Class A PFI TruInterest for each dollar of Allowed Investor Restitution Claims held by the applicable Investor an19 one (1) Class B PFI Trust Interest for each dollar of Allowed Investor Subordinated Claims (anresulting fractional PFI Trust Interests will be rounded to the nearest hundredth of such PFI Tru20 Interest with five thousandths thereof rounded up to the next hundredth), and (ii) the oth consideration provided for in the Investor Claims Special Provisions set forth in Section 2.11.2 o21 the Plan. As set forth more fully herein, subsequent Distributions of Cash on account of the PFTrust Interests will be made by the PFI Trust in accordance with the PFI Trust Interests Waterfall. 22 The treatment of any and all Investor Claims under the Plan is not intended to and will n23 reduce, impair, satisfy, limit, or otherwise affect any rights that any Investor may have against anPerson that is not a Released Party (including those rights that may be included in the Contribute24 Claims and contributed to the PFI Trust by making the Ballot election described below). 25 Each Holder of an Investor Claim (including a Class 4 DOT Noteholder Claim) may agreby electing on its Ballot or through procedures developed to implement the Investor Claims Speci26 Provisions, to contribute its Contributed Claims to the PFI Trust. By electing such option on itBallot or through the procedures developed to implement the Investor Claims Special Procedure27 the Investor agrees that, subject to the occurrence of the Effective Date and the formation of the PFTrust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to th28

27

1 PFI Trust and (ii) to have agreed to execute any documents reasonably requested to memorializsuch contribution. The relative share of PFI Trust recoveries for any so electing Investor will b2 enhanced by having the amounts that otherwise would be its Allowed Investor Restitution Claim anits Allowed Investor Subordinated Claim each increased by the Contributing Claimant3 Enhancement Multiplier. Investors also may choose to make such election because aggregating aContributed Claims and similar PFI Trust Actions may enable the pursuit and settlement of suc4 litigation claims in a more efficient and effective manner. 5 2.6 CLASS 5: NON-DOT INVESTOR CLAIMS. Class 5 consists of all Non-DOT InvestoClaims. Class 5 is Impaired under the Plan. 6 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders 7 Allowed Class 5 Claims will receive on or as soon as reasonably practicable after the Effective Datone (1) Class A PFI Trust Interest for each dollar of Allowed Investor Restitution Claims held by th8 applicable Investor and one (1) Class B PFI Trust Interest for each dollar of Allowed InvestoSubordinated Claims (any resulting fractional PFI Trust Interests will be rounded to the neare9 hundredth of such PFI Trust Interest with five thousandths thereof rounded up to the next hundredtand (ii) the other consideration provided for in the Investor Claims Special Provisions set forth i10 Section 2.11.2 of the Plan. As set forth more fully herein, subsequent Distributions of Cash oaccount of the PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Tru11 Interests Waterfall. 12 The treatment of any and all Investor Claims under the Plan is not intended to and will nreduce, impair, satisfy, limit, or otherwise affect any rights that any Investor may have against an13 Person that is not a Released Party (including those rights that may be included in the ContributeClaims and contributed to the PFI Trust by making the Ballot election described below). 14 Each Holder of an Investor Claim (including a Class 5 Non-DOT Investor Claim) may agre15 by electing on its Ballot or through procedures developed to implement the Investor Claims SpeciProvisions, to contribute its Contributed Claims to the PFI Trust. By electing such option on it16 Ballot or through the procedures developed to implement the Investor Claims Special Procedurethe Investor agrees that, subject to the occurrence of the Effective Date and the formation of the PF17 Trust, it will be deemed, without further action, (i) to have contributed its Contributed Claims to thPFI Trust and (ii) to have agreed to execute any documents reasonably requested to memorializ18 such contribution. The relative share of PFI Trust recoveries for any so electing Investor will benhanced by having the amounts that otherwise would be its Allowed Investor Restitution Claim an19 its Allowed Investor Subordinated Claim each increased by the Contributing ClaimantsEnhancement Multiplier. Investors also may choose to make such election because aggregating a20 Contributed Claims and similar PFI Trust Actions may enable the pursuit and settlement of suclitigation claims in a more efficient and effective manner. 21 On the Effective Date, the interests of the PFI LLC Members in the PFI-Managed LLCs an22 LP Interest Holders shall automatically be recharacterized as Non-DOT Investor Claims, with sucrecharacterization to be retroactive in each instance to the date or dates on which such PFI LL23 Member or LP Interest Holder transferred funds to the respective PFI-Managed LLC(s) or LP DebtoSuch recharacterized claims shall be treated as Non-DOT Investor Claims. 24 2.7 CLASS 6: TIC CLAIMS. 25 Class 6 consists of all TIC Claims. Class 6 is Impaired under the Plan. Holders of Allowe26 Class 6 Claims will receive either: 27 (a) In full satisfaction, settlement, and release of and in exchange for such Claims, thHolders of Allowed Class 6 Claims will receive on or as soon as reasonably practicable after th28

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1 Effective Date, one (1) Class A PFI Trust Interest for each dollar of Allowed TIC Claims held by thapplicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the neare2 hundredth of such Class A PFI Trust Interest with five thousandths thereof rounded up to the nehundredth). As set forth more fully herein, subsequent Distributions of Cash on account of the Clas3 A PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Trust InterestWaterfall. Under this treatment option, a Holder of TIC Interests will maintain such Holder’4 ownership interest equal to such tenant in common’s ownership percentage in the Real Property (aset forth in the grant deed of the Real Property, unless there is an applicable TIC Agreement, i5 which case the ownership percentage in the TIC Agreement will control). To the extent a TIInterest was obtained using rolled over funds or funds that were otherwise commingled or traceabl6 to PFI, the Debtors or PFI Trust, as applicable, reserves all rights in connection therewith. TIInterests shall not be substantively consolidated under the Plan and will not be treated as Estat7 Assets, PFI Trust Assets or OpCo Assets. Any and all of any Debtor’s interests in the applicablReal Property that is an Estate Asset prior to the Effective Date will become a PFI Trust Asset or a8 OpCo Asset, as applicable; or 9 (b) If the Holder of a TIC Claim makes a valid TIC Investor Treatment Election on his oher timely-returned Ballot or by written agreement with the Debtors or PFI Trustee, as applicabl10 the Holder of a TIC Claim, in exchange for transferring his or her TIC Interests to the Debtors or PFTrust, as applicable, in a manner satisfactory to the Debtors or PFI Trustee, as applicable, sha11 receive the treatment provided to Holders of Class 5 Non-DOT Investor Claims, including thSpecial Provisions Relating to Investor Claims and Special Provisions Relating to Individu12 Investor-Specific Claims as set forth in sections 2.11.2 and 2.11.3, respectively. By making the TIInvestor Treatment Election, the Holder of a TIC Interest shall only be entitled to the equivalent 13 his or her Investor Claim, and shall not be entitled to any additional Claim for damages related to hior her TIC Interest. If such an election is made, all provisions in the Plan applicable to Investor14 shall apply to Holders of TIC Interests who made the TIC Investor Treatment Election, provided thany aggregation of such TIC Interests shall be excluded from any other Claims the TIC Intere15 Holder might hold (which shall be subject to a separate aggregation calculation). 16 2.8 CLASS 7: OTHER UNSECURED CLAIMS. 17 Class 7 consists of all Other Unsecured Claims. Class 7 is Impaired under the Plan. 18 In full satisfaction, settlement, and release of and in exchange for such Claims, the Holders oAllowed Class 7 Claims will receive on or as soon as reasonably practicable after the Effective Dat19 one (1) Class A PFI Trust Interest for each dollar of Allowed Other Unsecured Claims held by thapplicable Holder (any resulting fractional Class A PFI Trust Interests will be rounded to the neare20 hundredth of such Class A PFI Trust Interest with five thousandths thereof rounded up to the nehundredth). As set forth more fully herein, subsequent Distributions of Cash on account of the Clas21 A PFI Trust Interests will be made by the PFI Trust in accordance with the PFI Trust InterestWaterfall. 22 2.9 CLASS 8: OTHER SUBORDINATED CLAIMS. 23 Class 8 consists of all Other Subordinated Claims. Class 8 is Impaired under the Plan. 24 The Holders of Allowed Other Subordinated Claims will retain a residual right to receiv25 Available Cash that remains in the PFI Trust after the final administration of all PFI Trust Assets anOpCo Assets, and the complete satisfaction of all senior payment rights within the PFI Tru26 Interests Waterfall, including satisfaction of all Investor Subordinated Claims. The Plan Proponenthave determined not to solicit the votes of the Holders of any Other Subordinated Claims, and suc27 Holders shall be deemed to have rejected the Plan and, therefore, such Holders are not entitled tvote on the Plan. 28

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1 2.10 CLASS 9: EQUITY INTERESTS. 2 Class 9 consists of all Equity Interests in the Debtors. Class 9 is Impaired under the Plan. 3 As of the Effective Date, subject to the Alternative Restructuring Transactions (if any), aEquity Interests shall be deemed void, cancelled, and of no further force and effect. On and after th4 Effective Date, Holders of Equity Interests shall not be entitled to, and shall not receive or retain anproperty or interest in property under the Plan on account of such Equity Interests. Class 9 is deeme5 to have rejected the Plan and, therefore, Holders of Equity Interests are not entitled to vote on thPlan. 6 For the avoidance of doubt, any and all purported Equity Interests of an Investor in an7 Debtor shall be deemed void, cancelled, and of no further force and effect; such Claims shall btreated as Investor Claims of the Investor pursuant to the Plan, regardless of the pre-petitio8 designations used by the Debtors and/or Investors. 9 2.11 COMPREHENSIVE SETTLEMENT OF CLAIMS AND CONTROVERSIES. 10 2.11.1 Generally. Pursuant to Bankruptcy Code sections 1123(a)(5), 1123(b)(3), an1123(b)(6), as well as Bankruptcy Rule 9019, and in consideration for the Distributions and othe11 benefits provided under the Plan, the provisions of the Plan will constitute a good faith compromisand settlement of all claims and controversies relating to the rights that a Holder of a Claim or a12 Equity Interest may have against any Debtor with respect to any Claim, Equity Interest, or anDistribution on account thereof, as well as of all potential Intercompany Claims, Intercompany Lien13 and Causes of Action against any Debtor. The entry of the Confirmation Order will constitute thBankruptcy Court’s approval, as of the Effective Date, of the compromise and settlement of all suc14 claims or controversies and the Bankruptcy Court’s finding that all such compromises ansettlements are (i) in the best interest of the Debtors, the Estates, and their respective property an15 stakeholders; and (ii) fair, equitable, and reasonable. This comprehensive compromise ansettlement is a critical component of the Plan and is designed to provide a resolution of myria16 disputed Claims, Liens, and Causes of Action that otherwise could take years to resolve, whicwould delay and undoubtedly reduce the Distributions that ultimately would be available for a17 Creditors. This Section 2.11.1 shall not apply to Holders of Class 1 Claims. 18 2.11.2 Special Provisions Relating to Investor Claims. The Plan effectuates, among oththings, the following (the “Investor Claims Special Provisions”): 19 (a) Unless held by Excluded Parties or Disputing Claimants or where a Cause of Actio20 has been commenced against an Investor, including, without limitation, any Avoidance Action (iwhich case any Claims held by such Excluded Parties, Disputing Claimants or Investors again21 whom Causes of Action are commenced are deemed Disputed Claims), all Investor Claims ardeemed Allowed under the Plan in the amounts set forth in the Schedule of Allowed Netted Claim22 prepared by the Debtors and/or the PFI Trust. 23 (b) The Holders of Allowed Investor Claims will receive the treatment provided for sucHolders under the Plan. For the avoidance of doubt, any and all purported equity interests of a24 Investor in any Debtor shall be deemed and treated as Investor Claims of the Investor pursuant to thPlan, regardless of the pre-petition designations used by the Debtors and/or Investors. 25 (c) The PFI Trust will be created to effectively and efficiently pursue the PFI Tru26 Actions for the collective benefit of all the PFI Trust Beneficiaries, as well as to own the interests othe OpCo, establish and hold the Distribution Reserves, and receive and distribute to the holders o27 PFI Trust Interests the net proceeds of the monetization or other disposition of the PFI Trust Assetin accordance with the Plan and the PFI Trust Agreement. 28

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1 (d) No Avoidance Action may be brought, directly or indirectly, on account of a paymeto an Investor outside the Investor Lookback Period, unless such Investor is an Excluded Party. 2 (e) The PFI Trustee shall have discretion, subject to the PFI Trust Agreement, t3 determine whether and how to make demand upon, or sue, Investors liable for a Net PrepetitioInvestor Recovery, including but not limited to the discretion not to bring suit or make a deman4 because of the Investor’s financial hardship. That discretion shall be exercised in accordance witguidelines developed by the PFI Trustee and thereafter approved by the BOA subject to the P5 Trust Agreement. No party should assume that they will be entitled to the exercise of sucdiscretion. 6 2.11.3 Special Provisions Relating to Individual Investor-Specific Claims. 7 (a) Nothing in the Plan will impair the right of Investors to independently pursue claim8 in which they have independent legal standing against third parties that are unique to such Investor(“Individual Investor-Specific Claims”). By way of example, and not limitation, such uniqu9 claims include claims based on loss of lien or loss of lien priority, claims against investorsprofessional advisors, claims against retirement servicers and similar claims that may be asserte10 based on such investors’ particular circumstances. The Individual Investors Claims do not includInvestor Claims common to all Investors and/or claims to recover commissions or referral fees pai11 by the Debtors to third parties in connection with an Investor’s investment with the Debtors. 12 (b) Any recoveries on Individual Investor Claims shall reduce the amount of distributionfrom the PFI Trust to the individual Investor receiving such recovery as follows: 13 (i) Any recovery, net of reasonable fees and expenses actually incurred (the “N14 Recovery”), shall first be applied to reduce the applicable Investor Subordinated Claim (to thextent the Investor has an Investor Subordinated Claim) and then, after such subordinated claim i15 reduced to $0, shall next be applied to reduce the individual Investor’s Investor Restitution Claim. 16 By way of example, in the year prior to the Petition Date, Investor A investe$500,000 at one time with the Debtors and received $45,000 in cash distributions on such claim prio17 to the bankruptcy, representing a 9% per annum return on the investment during that year. Under thclaims netting process, Investor A shall receive: (i) a $455,000 Investor Restitution Claim (origin18 investment amount of $500,000 minus the $45,000 distribution received); and (ii) a $35,000 InvestSubordinated Claim (representing a 7% per annum interest on the $500,000 investment). If Invest19 A brings an Individual Investor-Specific Claim against a third party, recovers $30,000 and incur$10,000 in reasonable legal fees and costs, Investor A’s Net Recovery is $20,000. The $20,000 N20 Recovery shall be applied first to reduce Investor A’s Investor Subordinated Claim from $35,000 t$15,000, and Investor A’s Investor Restitution Claim shall not be affected (i.e., it will remain a clai21 in the amount of $455,000). 22 By way of a second example, assume Investor A brings an Individual InvestorSpecific Claim against a third party and recovers $100,000 and incurs $30,000 in reasonable leg23 fees and costs. Investor A’s Net Recovery is thus $70,000. Under this example, where Investor has an Investor Subordinated Claim of $35,000, the $70,000 Net Recovery is first applied to reduc24 the Investor Subordinated Claim to $0 (i.e., $35,000 - $35,000 = $0). The remaining $35,000 oInvestor A’s Net Recovery would then be applied to reduce Investor A’s Investor Restitution Clai25 of $455,000 – resulting in a reduced Investor Restitution Claim of $420,000 (i.e., $455,000 $35,000 = $420,000). 26 (ii) Each individual Investor has an affirmative duty to report, in writing, to th27 Debtors or the PFI Trustee, as appropriate, the Net Recoveries on account of their IndividuInvestor Claims. Such report shall be made within thirty (30) days of the receipt of such N28

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1 Recoveries and include the gross amount recovered, and the fees and expenses incurred in obtaininsuch Net Recoveries. If requested, the individual Investor shall provide documentation in support o2 such fees and expenses. The failure to comply with the obligation to timely report Net Recoverieshall result in the individual Investor’s claim against the Debtors being automatically disallowe3 and the clawback of any previously received distributions under the Plan. 4 ACCEPTANCE OR REJECTION OF THE PLAN 5 3.1 IMPAIRED CLASS OF CLAIMS ENTITLED TO VOTE. Only the votes of Holders 6 Allowed Claims in Class 1, Class 4, Class 5, Class 6, and Class 7 shall be solicited with respect tthe Plan. 7 3.2 ACCEPTANCE BY AN IMPAIRED CLASS. In accordance with Bankruptcy Cod8 section 1126(c), and except as provided in Bankruptcy Code section 1126(e), the Holders of Claimin any Class (including any subclass) entitled to vote on the Plan shall have accepted the Plan if th9 Plan is accepted by the Holders of at least two-thirds (⅔) in dollar amount and more than one-ha(½) in number of the Allowed Claims in such Class (or subclass) that have timely and properly vote10 to accept or reject the Plan. 11 3.3 PRESUMED ACCEPTANCES BY UNIMPAIRED CLASSES. Classes 2 and 3 arUnimpaired under the Plan. Under Bankruptcy Code section 1126(f), the Holders of Claims in suc12 Unimpaired Classes are conclusively presumed to have accepted the Plan, and, therefore, the voteof such Holders shall not be solicited. 13 3.4 IMPAIRED CLASSES DEEMED TO REJECT PLAN. The Plan Proponents hav14 determined not to solicit the votes of Holders of any Claims in Class 8, and such Holders shall bdeemed to have rejected the Plan and, therefore, such Holders are not entitled to vote on the Pla15 Holders of Equity Interests in Class 9 are not entitled to receive or retain any property or interests iproperty under the Plan. Under Bankruptcy Code section 1126(g), such Holders are deemed to hav16 rejected the Plan, and, therefore, the votes of such Holders shall not be solicited. 17 3.5 MODIFICATIONS OF VOTES. Following the Voting Deadline, no Creditors entitled tvote on the Plan will be able to change their votes cast on the Plan or any attendant elections o18 preferences without the written consent of the Plan Proponents, which consent may be given owithheld in the Plan Proponents’ reasonable discretion after consultation with the Ad Ho19 Committees. 20 3.6 CONFIRMATION PURSUANT TO BANKRUPTCY CODE SECTION 1129(BBecause at least one Impaired Class is deemed to have rejected the Plan, the Plan Proponents wi21 and hereby request confirmation of the Plan under Bankruptcy Code section 1129(b). The PlaProponents reserve the right to alter, amend, modify, revoke, or withdraw the Plan, the Pla22 Supplement, or any schedule or exhibit, including to amend or modify it to satisfy the requirementof Bankruptcy Code section 1129(b), if necessary. 23 3.7 ELIMINATION OF VACANT CLASSES. Any Class of Claims or Equity Interests th24 does not contain, as of the date of the commencement of the Confirmation Hearing, a Holder of aAllowed Claim, or a Holder of a Claim temporarily allowed under Bankruptcy Rule 3018, shall b25 deemed deleted from the Plan for purposes of determining acceptance of the Plan by such Clasunder Bankruptcy Code section 1129(a)(8). 26 3.8 SEVERABILITY OF JOINT PLAN. This Plan represents a joint plan comprised 27 individual plans for each of the Debtors. As further discussed in Section 10.8 of the Plan, the PlaProponents may alter, amend, or modify this Plan at or before the Confirmation Hearing, includin28

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1 to remove one or more Debtors from this Plan, in the Plan Proponents’ reasonable discretion afteconsultation with each of the Ad Hoc Committees. 2 3 IMPLEMENTATION OF THE PLAN 4 4.1 IMPLEMENTATION OF THE PLAN. Subject to the Alternative RestructurinTransactions, the Plan will be implemented by various acts and transactions as set forth in the Pla5 including, among other things, the establishment of the PFI Trust, the OpCo, the BOA and the PTrustee, and the making of Distributions by the PFI Trust in accordance with the Plan. 6 4.2 STREAMLINING OF THE DEBTORS’ CORPORATE AFFAIRS. 7 4.2.1 Debtors’ Existing Directors, Officers, and Managers. On the Effective Date, eac8 of the Debtors’ existing directors, officers, and managers shall be terminated automatically withothe need for any Corporate Action and without the need for any corporate or limited liabilit9 company filings, and shall have no ongoing rights against or obligations to the Debtors or thEstates, including under any applicable prepetition agreements (all of which will be deeme10 terminated). On the Effective Date, the PFI Trustee shall succeed to all such powers as would havbeen applicable to the Debtors’ officers and managers in respect of all PFI Trust Assets, the OpC11 and the OpCo Assets; provided, however, that the PFI Trustee may continue to consult with oemploy the Debtors’ former directors, officers, employees, and managers to the extent required t12 comply with applicable law and/or to implement the Plan, the OpCo and/or PFI Trust. 13 4.2.2 The OpCo. On the Effective Date, the OpCo Assets shall be assigned or otherwistransferred or conveyed to the OpCo in form and substance acceptable to the PFI Trustee in hi14 discretion in consultation with the BOA, and subject to the Liens of each Holder of Class 1 Claimwith respect to its Collateral. Without the need for any Corporate Action and without the need f15 any corporate, limited liability company or limited partnership filings, (a) all Equity Interests of thDebtors issued and outstanding immediately before the Effective Date shall be automaticall16 cancelled and extinguished on the Effective Date and (b) as of the Effective Date, a new equitinterest in the OpCo, representing all of the issued and outstanding equity interests in the OpCo sha17 be issued to the PFI Trust, which new equity interests so issued shall be deemed to have been offereand sold to the PFI Trust in reliance on the exemption from registration under the Securities A18 afforded by section 4(a)(2) thereof. On and after the Effective Date, the OpCo will be a whollyowned subsidiary of the PFI Trust, and the PFI Trust may expend with respect to the OpCo suc19 amounts as the PFI Trust determines is appropriate, in its discretion. The OpCo (a) shall have thPFI Trust as its sole equity interest holder, (b) shall be treated as a disregarded entity for income ta20 purposes, (c) shall have a purpose consistent with the purpose of the PFI Trust as set forth in Sectio4.3.4 of the Plan, and (d) shall be subject to the same limitations imposed on the PFI Trustee unde21 the terms of this Plan and the PFI Trust Agreement. The PFI Trust will have all additional rightregarding the OpCo as are set forth in the Plan and the PFI Trust Agreement. 22 4.2.3 Dissolution of the Debtors. Subject to any Alternative Restructuring Transactions (i23 any), on the Effective Date, each of the Debtors will be dissolved automatically without the need foany Corporate Action, without the need for any corporate or limited liability company filings, an24 without the need for any other or further actions to be taken by or on behalf of such dissolvinDebtor or any other Person or any payments to be made in connection therewith; provided, howeve25 that the PFI Trust may in its discretion file any certificates of cancellation as may be appropriate iconnection with dissolution of the Debtors. Subject to any Alternative Restructuring Transactions (i26 any), on and as of the earlier of the Closing Date and the date on which the PFI Trustee Files witthe Bankruptcy Court a notice of dissolution as to a Debtor, such Debtor will be dissolve27 automatically without the need for any Corporate Action, without the need for any corporate olimited liability company filings, and without the need for any other or further actions to be taken b28

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1 or on behalf of such dissolving Debtor or any other Person or any payments to be made iconnection therewith; provided, however, that the PFI Trust may in its discretion file any certificate2 of cancellation as may be appropriate in connection with dissolution of any Debtors. Andissolution of a Debtor under the Plan or any Alternative Restructuring Transactions shall have n3 impact on the rights of a Holder of a Class 1 Claim with respect to its Collateral, and any Liens osuch Holders shall be retained. 4 4.2.4 Corporate Documents and Corporate Authority. On the Effective Date, th5 certificates of incorporation, bylaws, operating agreements, and articles of organization, aapplicable, of all the Debtors shall be deemed amended to the extent necessary to carry out th6 provisions of the Plan. The entry of the Confirmation Order shall constitute authorization for thDebtors, the OpCo and the PFI Trustee, as applicable, to take or cause to be taken all action7 (including, if applicable, Corporate Actions and any Alternative Restructuring Transactionsnecessary or appropriate to implement all provisions of, and to consummate, the Plan prior to, o8 and after the Effective Date and all such actions taken or caused to be taken shall be deemed to havbeen authorized and approved by the Bankruptcy Court without further approval, act, or action und9 any applicable law, order, rule, or regulation. 10 4.3 PFI TRUST. 11 4.3.1 Appointments. 12 (a) On and after the Effective Date, the Initial PFI Trustee shall become and serve as PFTrustee. The PFI Trustee’s compensation and other related information will be more specifically s13 forth in the PFI Trust Agreement. 14 (b) On and after the Effective Date, the initial BOA shall begin to serve without furthaction, consistent with the Plan and the PFI Trust Agreement, and shall oversee the PFI Trustee’15 performance of his, her or its duties and otherwise serve the functions described in the Plan and thPFI Trust Agreement. The BOA members shall serve on a voluntary basis without compensatio16 but they shall be reimbursed by the PFI Trust for any reasonable expenses in accordance with thPFI Trust Agreement. 17 4.3.2 Creation and Governance of the PFI Trust. On the Effective Date, the PFI Truste18 shall execute the PFI Trust Agreement and shall take any other steps necessary to establish the PFTrust in accordance with the Plan and the beneficial interests therein. For federal income ta19 purposes, the transfer of the assets to the PFI Trust will be treated as a sale or other disposition oassets (except for the assets transferred to the Disputed Ownership Fund as provided in Section 6. 20 of the Plan) to the PFI Trust Beneficiaries in exchange for their claims in the Chapter 11 Cases. Anincome or loss from the transfer of assets to the PFI Trust shall flow through to the ultimat21 taxpaying member of each Debtor who will be responsible to pay the tax liability, if any. For federincome tax purposes, the PFI Trust Beneficiaries shall be treated as the grantors of the PFI Trust an22 deemed to be the owners of the assets of the PFI Trust. The transfer of the PFI Trust Assets to thPFI Trust shall be deemed a transfer to the PFI Trust Beneficiaries by the Debtors, followed by 23 deemed transfer by such PFI Trust Beneficiaries to the PFI Trust. The Debtors, the PFI TruBeneficiaries, and the PFI Trust will consistently report the valuation of the assets transferred to th24 PFI Trust. Such consistent valuations and revised reporting will be used for all federal income tapurposes. Income deductions, gain, or loss from the PFI Trust shall be reported to the beneficiarie25 of the PFI Trust in conjunction with the filing of the PFI Trust’s income tax returns. Each PFI TruBeneficiary shall report income, deductions, gain, or loss on such PFI Trust Beneficiary’s incom26 tax returns. The PFI Trust shall be governed by the PFI Trust Agreement and administered by thPFI Trustee. The powers, rights, and responsibilities of the PFI Trustee shall be specified in the PF27 Trust Agreement. After an objection to a Disputed Claim is resolved or a Contingent Claim oUnliquidated Claim has been determined in whole or in part by a Final Order or by agreement, th28

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1 PFI Trust Interests and/or Cash held in the Disputed Ownership Fund shall be transferred adescribed in the PFI Trust Agreement. 2 4.3.3 Vesting of PFI Trust Assets, Free and Clear of Liens and Interests; Monies fro3 Governmental Units. On the Effective Date, and subject to Section 2.2, the PFI Trust shall bautomatically vested with all of the Debtors’ and the Estates’ respective rights, title, and/or intere4 in and to all PFI Trust Assets, and the OpCo shall be automatically vested with all of the Debtorsand the Estates’ respective rights, title and/or interest in and to all OpCo Assets. Except a5 specifically provided in the Plan or the Confirmation Order, in accordance with Bankruptcy Codsection 1141, the PFI Trust Assets, the OpCo Assets and any other assets shall automatically vest i6 the PFI Trust and the OpCo, as applicable, free and clear of all Claims, Liens, or interests (includinwithout limitation, any and all DOT Noteholders’ Deeds of Trust), subject only to the PFI Tru7 Interests and the PFI Trust Expenses, as provided for in the PFI Trust Agreement, and such vestinshall be exempt from any stamp, real estate transfer, other transfer, mortgage reporting, sales, use, o8 other similar tax. The PFI Trustee shall be the exclusive trustee of the PFI Trust Assets (including aownership interests in the OpCo) for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), a9 well as the representative of the Estates appointed pursuant to Bankruptcy Code section 1123(b)(3regarding all PFI Trust Assets, the OpCo and the OpCo Assets. The PFI Trust shall hold an10 distribute the PFI Trust Assets and shall collect and distribute all proceeds from the operationand/or sale of the OpCo and the OpCo Assets in accordance with the provisions of the Plan and th11 PFI Trust Agreement. The vesting of the PFI Trust Assets and the OpCo Assets will not affect thrights of a Holder of a Class 1 Claim with respect to its Collateral, including to assert rights an12 defenses, including setoff and recoupment, as if those Assets were retained by such Holder’s singlborrower. 13 Notwithstanding the foregoing or any other provision in the Plan, in the event that the PF14 Trust receives any monies from the United States or any other governmental unit (as defined iBankruptcy Code section 101(27)), obtained as forfeited assets (or otherwise) by the government15 unit for the benefit of the investor victims of the Debtors’ prepetition Ponzi scheme, all such monieshall not constitute Estate Assets, PFI Trust Assets or OpCo Assets, and the PFI Trustee i16 authorized to and shall distribute all such monies only to Investors who are Holders of Class A PFInterests or Class B PFI Interests on account thereof, subject to the Plan and the PFI Tru17 Agreement; provided that the PFI Trustee and his, her or its agents will be reimbursed from sucmonies for reasonable costs and expenses incurred by said parties related to the PFI Trust’18 collection, administration, and distribution of such monies to the applicable Investors. 19 4.3.4 Purpose of the PFI Trust. The PFI Trust shall be established for the purpose opursuing, collecting from and/or monetizing the PFI Trust Assets and the OpCo Assets and makin20 Distributions from the proceeds of such assets to the PFI Trust Beneficiaries in accordance witTreasury Regulation section 301.7701-4(d), with no objective to continue or engage in the condu21 of a trade or business other than as sole owner of the OpCo. 22 4.3.5 Authority. Subject to the authority and supervision of the BOA as set forth in the PTrust Agreement, the PFI Trustee shall have the authority and right on behalf of the PFI Trus23 without the need for Bankruptcy Court approval (in each case, unless otherwise provided in the Plaand the PFI Trust Agreement), to carry out and implement all applicable provisions of the Pla24 including to: 25 (a) appear on behalf of the PFI Trust in the Chapter 11 Cases and any proceedings relatethereto; 26 (b) review, reconcile, compromise, settle, or object to Claims and resolve such objection27 as set forth in the Plan, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules; 28

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1 (c) calculate and make Distributions and calculate and establish reserves under and iaccordance with the Plan; 2 (d) retain, compensate, and employ professionals and other Persons to represent the PF3 Trustee, including, without limitation, assisting in managing and representing the OpCo, with respeto and in connection with its rights and responsibilities; 4 (e) establish, maintain, and administer documents and accounts of the Debtors a5 appropriate, which shall be segregated to the extent appropriate in accordance with the Plan; 6 (f) maintain, conserve, collect, settle, and protect the PFI Trust Assets and the OpCAssets, including, without limitation, any Real Properties (subject to the limitations described herei7 and in the PFI Trust Agreement); 8 (g) sell, monetize, transfer, assign, distribute, abandon, or otherwise dispose of the PFTrust Assets and OpCo Assets (including, without limitation, any Real Properties) or any pa9 thereof or interest therein upon such terms as the PFI Trustee determines to be necessary, appropriator desirable, subject to the provisions of the PFI Trust Agreement; 10 (h) pursue, prosecute, settle or abandon any PFI Trust Actions; 11 (i) negotiate, incur, and pay the PFI Trust Expenses, including the expenses of the OpC12 (j) prepare and file any and all informational returns, reports, statements, returns, an13 other documents or disclosures relating to the Debtors that are required under the Plan, by angovernmental unit, or by applicable law; 14 (k) compile and maintain the official claims register, including for purposes of makin15 Distributions under the Plan; 16 (l) take such actions as are necessary or appropriate to manage and, when appropriatwind-down and dissolve the OpCo; 17 (m) comply with the Plan, exercise the PFI Trustee’s rights, and perform the PF18 Trustee’s obligations; and 19 (n) exercise such other powers as deemed by the PFI Trustee to be necessary and propeto implement the Plan. 20 To the extent necessary to give full effect to its administrative rights and duties under the Plan, th21 PFI Trustee shall be deemed to be vested with all rights, powers, privileges, and authorities of (i) aappropriate corporate or limited liability company officer or manager of the OpCo and each of th22 Debtors under any applicable nonbankruptcy law and (ii) a “trustee” of the OpCo and each of thDebtors under Bankruptcy Code sections 704 and 1106. 23 4.3.6 Limitation of Liability. The PFI Trustee and the BOA shall enjoy all of the right24 powers, immunities, and privileges applicable to a Bankruptcy Code chapter 7 trustee with respect tlimitations of liability, subject to the PFI Trust Agreement. The PFI Trustee and the BOA may, i25 connection with the performance of their respective functions, in their sole and absolute discretioconsult with their attorneys, accountants, advisors, and agents, and shall not be liable for any a26 taken, or omitted to be taken, or suggested to be done in accordance with advice or opinionrendered by such Persons, regardless of whether such advice or opinions were in writin27 Notwithstanding such authority, neither the PFI Trustee nor the BOA shall be under an obligation tconsult with any such attorneys, accountants, advisors, or agents, and their determination not to d28

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1 so shall not result in the imposition of liability on the PFI Trustee or the BOA, as applicable, unlessuch determination is based on willful misconduct, gross negligence, or fraud. Except with regard t2 gross negligence, fraud or willful misconduct by the PFI Trustee or the BOA, Persons dealing witthe PFI Trustee and the BOA shall look only to the PFI Trust Assets to satisfy any liability incurre3 by the PFI Trustee or the BOA to such Person in carrying out the terms of the Plan or the PFI TruAgreement, and the PFI Trustee and the BOA shall have no personal obligation to satisfy suc4 liability. 5 4.3.7 Indemnification. The PFI Trust shall indemnify the PFI Trust Indemnified Parties foand shall defend and hold them harmless against, any loss, liability, damage, judgment, fine, penalt6 claim, demand, settlement, cost, or expense (including the reasonable fees and expenses of theirespective professionals) incurred without gross negligence or willful misconduct on the part of th7 PFI Trust Indemnified Parties (which gross negligence or willful misconduct, if any, must bdetermined by a final, non-appealable order of a court of competent jurisdiction) for any action take8 suffered, or omitted to be taken by the PFI Trust Indemnified Parties in connection with thacceptance, administration, exercise, and performance of their duties under the Plan or the PFI Tru9 Agreement, as applicable. An act or omission taken with the approval of the Bankruptcy Court, annot inconsistent therewith, will be conclusively deemed not to constitute gross negligence or willf10 misconduct. In addition, the PFI Trust shall, to the fullest extent permitted by law, indemnify, defenand hold harmless the PFI Trust Indemnified Parties, from and against and with respect to any an11 all liabilities, losses, damages, claims, costs, and expenses, including attorneys’ fees arising out of odue to their actions or omissions, or consequences of such actions or omissions, with respect to th12 PFI Trust or the implementation or administration of the Plan if the PFI Trust Indemnified Partacted in good faith and in a manner reasonably believed to be in, or not opposed to, the best intere13 of the PFI Trust. To the extent the PFI Trust indemnifies, defends, and holds harmless any PFI TruIndemnified Parties as provided above, the legal fees and related costs incurred by counsel to the PF14 Trustee in monitoring or participating in the defense of such claims giving rise to the right oindemnification shall be paid as PFI Trust Expenses. The costs and expenses incurred in enforcin15 the right of indemnification in this Section shall be paid by the PFI Trust. 16 4.3.8 Insurance. The PFI Trustee shall be authorized, but not required, to obtain aninsurance coverages deemed to be reasonably necessary, at the PFI Trust’s sole expense, for itsel17 and its agents, and the BOA, including coverage with respect to the liabilities, duties, and obligationof the PFI Trustee and the BOA, which insurance coverage may, at the sole discretion of the PF18 Trustee, be extended for a reasonable period after the termination of the PFI Trust. 19 4.3.9 Tax Reporting. 20 (a) The PFI Trustee shall timely file tax returns for the PFI Trust treating the PFI Trust aa grantor trust pursuant to Treasury Regulation section 1.671-4(a). 21 (b) The PFI Trust shall be responsible for timely payment of all taxes (if any) imposed o22 and payable by the PFI Trust, the OpCo, or any PFI Trust Assets. 23 (c) The PFI Trust shall distribute such tax-related notices, beneficiary statements, aninformation returns, as applicable, to the applicable Holders of Allowed Claims as are required b24 applicable law or that the PFI Trustee determines are otherwise necessary or desirable. 25 (d) The PFI Trust is authorized to file a request for expedited determination undeBankruptcy Code section 505(b) for any tax returns filed with respect to the Debtors. 26 4.3.10 Distributions to PFI Trust Beneficiaries. 27 (a) After the payment of or reserve for all senior claims (including, without limitatio28

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1 Administrative Claims, Non-Investor First Priority Lender Claims, Involuntary Gap Claims, PrioritTax Claims, and Priority Claims) in accordance with the Plan and the PFI Trust Agreement, the PF2 Trust will make Distributions of Available Cash from the Distribution Fund to the PFI TruBeneficiaries pursuant to the following sequence and related provisions (the “PFI Trust Interest3 Waterfall”): 4 (i) The PFI Trust shall distribute Available Cash to each Holder of Class A PFTrust Interests on a Pro Rata basis (based on such Holder’s number of Class A PFI Trust Interests5 until all Allowed Investor Restitution Claims and Allowed Other Unsecured Claims have been paiin full (without post-petition or post-Confirmation interest); 6 (ii) Thereafter, the PFI Trust shall distribute Available Cash to each Holder o7 Class B PFI Trust Interests on a Pro Rata basis (based on such Holder’s number of Class B PFI TruInterests) until all Allowed Investor Subordinated Claims have been paid in full (without post8 petition or post-Confirmation interest); 9 (iii) The net proceeds of any PFI Trust Actions recovered by the PFI Trust (“NPFI Trust Action Proceeds”) will be shared equally among all Investors and Holders of Othe10 Unsecured Claims, first on account of Class A PFI Interests, until all Allowed Investor RestitutioClaims and Allowed Unsecured Claims have been paid in full (without post-petition or pos11 Confirmation interest) (also taking into account payments made pursuant to subsection (1) aboveand second on account of Class B PFI Interests, until all Allowed Investor Subordinated Claims hav12 been paid in full (without post-petition or post-Confirmation interest) (also taking into accoupayments made pursuant to subsection (2) above). 13 (b) The PFI Trust, in the PFI Trustee’s discretion, may make periodic Distributions to th14 PFI Trust Beneficiaries at any time following the Effective Date, provided that such Distributionare otherwise permitted under, and not inconsistent with, the PFI Trust Interests Waterfall, the oth15 terms of the Plan, the PFI Trust Agreement, and applicable law. 16 (c) No later than (i) the first Business Day that is at least 180 calendar days after thEffective Date and (ii) the last Business Day of each subsequent 180-calendar-day period after th17 Effective Date until the Closing Date, the PFI Trustee shall calculate the Distributions that coulpotentially be made to the PFI Trust Beneficiaries based on the amount of then-available Availabl18 Cash and, based on such calculation, promptly thereafter may make Distributions, if any, of thamount so determined. 19 4.3.11 Cash Investments. Except as may be otherwise provided in the PFI Trust Agreeme20 the PFI Trustee may invest Cash of the PFI Trust, including any earnings thereon or proceedtherefrom, any Cash realized from the monetization of the PFI Trust Assets, or any Cash that i21 remitted to the PFI Trust from the OpCo, which investments, for the avoidance of doubt, will not brequired to comply with Bankruptcy Code section 345(b); provided, however, that such investment22 must be investments that are permitted to be made by a “liquidating trust” within the meaning oTreasury Regulation section 301.7701-4(d), as reflected therein, or under applicable guideline23 rulings, or other controlling authorities, except as may be otherwise provided in the PFI TruAgreement. 24 4.3.12 Exemption. To the extent the PFI Trust Interests are deemed to be “securities,” th25 issuance of such interests under the Plan are exempt, pursuant to Bankruptcy Code section 114from registration under the Securities Act and any applicable state and local laws requirin26 registration of securities. 27 4.3.13 Contribution of Contributed Claims. On the Effective Date, all Contributed Claimwill be irrevocably contributed to the PFI Trust and shall thereafter be deemed included in the P28

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1 Trust Actions for all purposes. No Person may rely on the absence of a specific reference in the Plathe Confirmation Order, the PFI Trust Agreement, or the Disclosure Statement to any Contribute2 Claims against such Person as any indication that the PFI Trust will not pursue any and all availablContributed Claims against such Person. The objection to the Allowance of any Claims will not i3 any way limit the ability or the right of the PFI Trust to assert, commence, or prosecute anContributed Claims. Nothing contained in the Plan, the Confirmation Order, the PFI Tru4 Agreement, or the Disclosure Statement will be deemed to be a waiver, release, or relinquishment oany Contributed Claims that the Contributing Claimants had immediately prior to the Effective Dat5 The PFI Trust shall have, retain, reserve, and be entitled to assert all Contributed Claims fully as ithe Contributed Claims had not been contributed to the PFI Trust in accordance with the Plan an6 the PFI Trust Agreement. For the avoidance of doubt, (a) the Contributed Claims shall not includthe rights of any of the Contributing Claimants to receive the Distributions, if any, to which they ar7 entitled under the Plan; (b) a Contributed Claim shall not include a Cause of Action that could not bsuccessfully maintained by a hypothetical Investor who invested in PISF straight notes at the sam8 time(s) the actual Investor made his or her investments, after receiving the same information whicthe Debtors or their agents had provided the actual Investor; (c) claims based upon loss of liens 9 lien priority, and claims by an Investor against their own professionals, investment advisers, oinvestment managers related to their decision to invest in PFI or PISF are not Contributed Claims; (10 the Contributed Claims shall not include any Causes of Action against any of the Released Partieand (e) in the exercise of its reasonable discretion and in accordance with the PFI Trust Agreemen11 the PFI Trust shall not be obligated to pursue all or any given Contributed Claims. 12 4.3.14 Pursuit and Resolution of PFI Trust Actions. The PFI Trust, as a successor iinterest to the Debtors, the Estates, and the Contributing Claimants, may, and will have the exclusiv13 right, power, and interest on behalf of itself, the Debtors, the Estates, and the Contributing Claimantsubject to the PFI Trust Agreement, to institute, commence, file, pursue, prosecute, enforce, abando14 settle, compromise, release, waive, dismiss, or withdraw any and all PFI Trust Actions without anfurther order of the Bankruptcy Court, except as otherwise provided in the PFI Trust Agreemen15 From and after the Effective Date, the PFI Trust, in accordance with Bankruptcy Code sectio1123(b)(3), shall serve as a representative of the Estates with respect to any and all PFI Tru16 Actions that were Estate Assets and shall retain and possess the right to institute, commence, filpursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, a17 appropriate, any and all PFI Trust Actions in any court or other tribunal. 18 4.3.15 Termination of the PFI Trust. The PFI Trustee, the PFI Trust and the OpCo shall bdischarged or terminated, as the case may be, at such time as: (a) the PFI Trustee determines that th19 pursuit of additional PFI Trust Actions is not likely to yield sufficient additional proceeds to justiffurther pursuit of such PFI Trust Actions; (b) the PFI Trustee determines that the continue20 operation of the OpCo is not likely to yield sufficient additional proceeds to justify further operatioof the OpCo or the OpCo Assets; and (c) all Distributions required to be made by the PFI Trust t21 the Holders of Allowed Claims and to the PFI Trust Beneficiaries under the Plan and the PFI TruAgreement have been made, but in no event shall the PFI Trust be terminated later than five (522 years from the Effective Date unless the Bankruptcy Court, upon motion made within the six-montperiod before such fifth anniversary (and, in the event of further extension, by order of th23 Bankruptcy Court, upon motion made at least six (6) months before the end of the precedinextension), determines that a fixed period extension (subject to the terms of the PFI Trust Agreeme24 is necessary to facilitate or complete the recovery on, and monetization of, the PFI Trust Assets anthe OpCo Assets. Upon termination of the PFI Trust, any remaining PFI Trust Assets and OpC25 Assets that exceed the amounts required to be paid under the Plan may be transferred by the PTrustee to a non-profit organization of his, her or its choosing. 26 4.3.16 Control Provision. To the extent there is any inconsistency between the Plan as 27 relates to the PFI Trust and the PFI Trust Agreement, the specific provisions in the PFI TruAgreement shall control. 28

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1 4.4 ALTERNATIVE RESTRUCTURING TRANSACTIONS. Notwithstanding any othprovision of the Plan, but subject to Section 2.2, in the event that the Debtors file an Alternativ2 Restructuring Transactions Memorandum, on and after the Effective Date or concurrently therewitthe PFI Trust or the Debtors shall be authorized to consummate the Alternative Restructurin3 Transactions and take all actions to effectuate the Alternative Restructuring Transactions consistewith the Alternative Restructuring Transactions Memorandum. Any Alternative Restructurin4 Transaction consummated by the Debtors shall be subject to Bankruptcy Court approval after noticand hearing. 5 4.5 PRESERVATION OF PRIVILEGES AND DEFENSES. The actions taken by th6 Debtors, the PFI Trust, the OpCo, or any of their respective Related Parties in connection with thPlan shall not be (or be deemed to be) a waiver of any privilege or defense of the Debtors, the PF7 Trust, or the OpCo, as applicable, including any attorney-client privilege or work-product doctrinNotwithstanding any Debtors providing any privileged information related to any PFI Trust Action8 to the PFI Trustee, the PFI Trust, the OpCo, or any Person associated with any of the foregoing, sucprivileged information shall be without waiver in recognition of the joint, common, or successo9 interest in prosecuting the PFI Trust Actions and shall remain privileged. The PFI Trust shall retaithe right to waive its own privileges. Only the PFI Trustee shall have the right to waive the attorne10 client privilege, work-product doctrine, or other protections as to the Debtors, the OpCo, and the PFTrust . 11 4.6 PRESERVATION OF RIGHTS OF ACTION. 12 4.6.1 Maintenance of Avoidance Actions and Causes of Action. Except as otherwis13 provided in the Plan or the Confirmation Order (including in the Investor Claims Special Provisionsfrom and after the Effective Date, the PFI Trust will retain all rights to institute, commence, fil14 pursue, prosecute, enforce, abandon, settle, compromise, release, waive, dismiss, or withdraw, aappropriate, any and all of the Debtors’ or Estates’ Causes of Action and Causes of Action that ar15 Contributed Claims (whether existing as of the Petition Date or thereafter arising), and all AvoidancActions, all as PFI Trust Actions, in each case in any court or other tribunal, including in a16 adversary proceeding Filed in the Chapter 11 Cases, subject to the requirements set forth in the Plaand the PFI Trust Agreement. The PFI Trust shall have the exclusive right, power, and interest o17 behalf of itself, the Debtors, the Estates, and the Contributing Claimants to, enforce, sue on, settlcompromise, transfer, or assign (or decline to do any of the foregoing) any or all of the PFI Tru18 Actions without notice to or approval from the Bankruptcy Court, subject to the PFI TruAgreement. In accordance with the Plan, without any further notice to or action, order, or approv19 of the Bankruptcy Court, from and after the Effective Date, the PFI Trust may compromise and settlPFI Trust Actions, subject to the PFI Trust Agreement. It is anticipated that the PFI Trust wi20 pursue PFI Trust Actions primarily under alternate fee arrangements and not a typical hourly festructure, employing the services of professionals selected by (i) the Debtors, in consultation wit21 the Committees, prior to the Effective Date or (ii) the PFI Trustee, as provided in the PFI TruAgreement, on and after the Effective Date. 22 4.6.2 Preservation of All PFI Trust Actions Not Expressly Settled or Released. Th23 failure to specifically identify in the Disclosure Statement (including the exhibits and schedulethereto) or the Plan any potential or existing Avoidance Actions or Causes of Action as a PFI Tru24 Action is not intended to and shall not limit the rights of the PFI Trust to pursue any such AvoidancActions or Causes of Action. Unless a PFI Trust Action is expressly waived, relinquished, release25 compromised, or settled in the Plan or any Final Order (including the Confirmation Order), thDebtors expressly reserve such PFI Trust Action for later resolution by the PFI Trust (including an26 Avoidance Actions or Causes of Action not specifically identified or of which the Debtors mapresently be unaware or that may arise or exist by reason of additional facts or circumstance27 unknown to the Debtors at this time or facts or circumstances that may change or be different frothose the Debtors now believe to exist). In addition, the right to pursue or adopt any claims allege28

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1 in any lawsuit in which any Debtor, the PFI Trust, or the OpCo is a plaintiff, defendant, or ainterested party is fully reserved as against any Person that is not a Released Party, including th2 plaintiffs or co-defendants in such lawsuits. 3 4.7 CANCELLATION OF INSTRUMENTS. Except as otherwise provided in the Plaincluding Section 2.2, and except with respect to any executory contracts and unexpired leases th4 are assumed and assigned pursuant to a Final Order, any agreement, bond, certificate, contracindenture, lease, note, security, warrant, or other instrument or document evidencing or creating an5 indebtedness or obligation of the Debtors shall be deemed cancelled on the Effective Date, and aLiens, mortgages, pledges, grants, trusts, and other interests relating thereto shall be automaticall6 cancelled, and all obligations of the Debtors thereunder or in any way related thereto shall bdischarged. 7 4.8 SUBSTANTIVE CONSOLIDATION INCLUDING OF PROFESSIONAL 8 INVESTORS 28, LLC AND PFI GLENWOOD LLC 9 4.8.1 On the Effective Date, PFI, PISF, the LLC/LP Debtors, Professional Investors 2LLC, and PFI Glenwood LLC (collectively, the “Consolidated Estates”) shall be substantivel10 consolidated pursuant to sections 105(a), 541, 1123, and 1129 of the Bankruptcy Code. As a resuof the substantive consolidation, on the Effective Date, all property, rights and claims of th11 Consolidated Estates and all Claims against the Consolidated Estates shall be deemed to be poolefor purposes of distributions under the Plan and, in the PFI Trustee’s discretion, other purpose12 Further, as a result of this substantive consolidation, all claims between and among the ConsolidateEstates shall be cancelled, subject to any Alternative Restructuring Transactions. Holders of Allowe13 Claims shall be entitled to only one satisfaction on account of such Claims, and any contingent ootherwise duplicative Claims against one or more of the Consolidated Estates based upon claims fo14 which one or more of the Consolidated Estates are also liable shall be disallowed. 15 4.8.2 Entry of the Confirmation Order shall constitute the approval, pursuant to BankruptcCode sections 105(a), 541, 1123, and 1129, of the substantive consolidation of all of the Debtor16 (including the Plan-Consolidated Debtors) and in the manner set forth in this Section; providehowever, that (i) while all Debtors shall be substantively consolidated for purposes of distribution t17 creditors, such that all Investors shall have claims against a single pool of the Debtors’ consolidateassets, the actual substantive consolidation of entities, particularly for tax purposes, shall be at th18 option of the Debtors or the PFI Trust, and subject to any Alternative Restructuring Transactionand (ii) any and all TIC Interests in the Real Properties that are held by any Debtor shall not b19 substantively consolidated. Notwithstanding the substantive consolidation to be implemented undethe Plan, however, fees payable pursuant to 28 U.S.C. § 1930 shall be due and payable by eac20 individual Debtor through the Effective Date. 21 4.8.3 The substantive consolidation effected pursuant to the Plan shall not affect, witholimitation, (i) the Debtors’, the OpCo’s, or the PFI Trust’s defenses to any Claim, Avoidance Actio22 or other Cause of Action, including the ability to assert any counterclaim; (ii) the Debtors’, thOpCo’s, or the PFI Trust’s setoff or recoupment rights; (iii) requirements for any third party t23 establish mutuality prior to substantive consolidation in order to assert a right of setoff against thDebtors, the OpCo, or the PFI Trust; (iv) distributions to the Debtors, the Estates, the OpCo, or th24 PFI Trust out of any insurance policies or proceeds of such policies or (v) the rights of Holders oClass 1 Claims as provided in Section 2.2. 25 4.8.4 Any Intercompany Claims that could be asserted by one Debtor against anothe26 Debtor (including any Plan-Consolidated Debtors) will be extinguished immediately before thEffective Date with no separate recovery on account of any such Claims and any Intercompan27 Liens that could be asserted by one Debtor regarding any Estate Assets owned by another Debtowill be deemed released and discharged on the Effective Date; provided, however, that solely wit28

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1 respect to any Secured Claim of a non-Debtor Person or Entity as to which the associated Liewould be junior to any Intercompany Lien, the otherwise released Intercompany Claim an2 associated Intercompany Lien will be preserved for the benefit of, and may be asserted by, the PFTrust as to any Collateral that is Cash and, otherwise, the OpCo so as to retain the relative priorit3 and seniority of such Intercompany Claim and associated Intercompany Lien; and providehowever, and for the avoidance of doubt, this subsection 4.8.4 shall not affect the rights of an4 Holder of a Class 1 Claim whose cash collateral was used in an “Intercompany Transactionauthorized in the several Cash Management Orders, e.g., Docket 354, issued in these Chapter 15 Cases. 6 4.8.5 The Disclosure Statement and the Plan shall be deemed to be a motion requesting ththe Bankruptcy Court approve the substantive consolidation contemplated by the Plan. Unless a7 objection to the proposed substantive consolidation is made in writing by any Creditor purportedlaffected by such substantive consolidation on or before the deadline to object to Confirmation of th8 Plan, or such other date as may be fixed by the Bankruptcy Court, the substantive consolidatiocontemplated by the Plan may be approved by the Bankruptcy Court at the Confirmation Hearing. I9 the event any such objections are timely filed, a hearing with respect thereto shall be scheduled bthe Bankruptcy Court, which hearing may, but need not, be the Confirmation Hearing. 10 11 EXECUTORY CONTRACTS AND UNEXPIRED LEASES 12 5.1 ASSUMPTION OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRELEASES. 13 5.1.1 Assumption of Agreements. 14 Subject to the Alternative Restructuring Transactions (if applicable), on the Effective Dat15 the Debtors shall assume all executory contracts and unexpired leases that are listed on the Schedulof Assumed Agreements, and shall assign such contracts and leases to the PFI Trust or the OpCo, a16 appropriate. The Confirmation Order will constitute a Bankruptcy Court order approving thassumption and assignment or rejection, as applicable, of executory contracts and unexpired lease17 consistent with the foregoing. 18 The Debtors reserve the right to amend the Schedule of Assumed Agreements at any timprior to the Effective Date, in the Debtors’ reasonable discretion after consultation with each of th19 Committees, (i) to delete any executory contract or unexpired lease and provide for its rejectiounder the Plan or otherwise, or (ii) to add any executory contract or unexpired lease and provide fo20 its assumption and assignment under the Plan. The Debtors will provide notice of any amendment tthe Schedule of Assumed Agreements to the party or parties to those agreements affected by th21 amendment. 22 Unless otherwise specified on the Schedule of Assumed Agreements, each executory contraand unexpired lease listed or to be listed therein shall include any and all modifications, amendment23 supplements, restatements, or other agreements made directly or indirectly by any agreemeninstrument, or other document that in any manner affects such executory contract or unexpired leas24 without regard to whether such agreement, instrument, or other document is also listed on thSchedule of Assumed Agreements. 25 5.1.2 Cure Payments. 26 Any amount that must be paid under Bankruptcy Code section 365(b)(1) to cure a defau27 under and compensate the non-debtor party to an executory contract or unexpired lease to bassumed under the Plan is identified as the “Cure Payment” on the Schedule of Assume28

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1 Agreements. Unless the parties mutually agree to a different date, such payment shall be made iCash within thirty (30) days following the later of: (i) the Effective Date and (ii) entry of a Fin2 Order resolving any disputes regarding (A) the amount of any Cure Payment, (B) the ability of thDebtors or their successors under the Plan to provide “adequate assurance of future performance3 within the meaning of Bankruptcy Code section 365 with respect to a contract or lease to be assumeto the extent required, or (C) any other matter pertaining to assumption and assignment. 4 Pending the Bankruptcy Court’s ruling on any such dispute, the executory contract 5 unexpired lease at issue shall be deemed assumed by the Debtors, unless otherwise agreed by thparties or ordered by the Bankruptcy Court. 6 5.1.3 Objections to Assumption/Cure Payment Amounts. 7 Any Person that is a party to an executory contract or unexpired lease that will be assume8 and/or assigned under the Plan and that objects to such assumption or assignment (including thproposed Cure Payment) must File with the Bankruptcy Court and serve on parties entitled to notic9 a written statement and, if applicable, a supporting declaration stating the basis for its objection. Thistatement and, if applicable, declaration must be Filed and served on or before the deadlin10 established by the Solicitation Procedures Order. Any Person that fails to timely File and serve suca statement and, if applicable, a declaration shall be deemed to waive any and all objections to th11 proposed assumption and assignment (including the proposed Cure Payment) of its contract or lease12 In the absence of a timely objection by a Person that is a party to an executory contract ounexpired lease, the Confirmation Order shall constitute a conclusive determination regarding th13 amount of any cure and compensation due under the applicable executory contract or unexpirelease, as well as a conclusive finding that adequate assurance of future performance with respect t14 such executory contract or unexpired lease has been demonstrated, to the extent required. 15 5.1.4 Resolution of Claims Relating to Assumed Contracts and Leases. Payment of thCure Payment established under the Plan, by the Confirmation Order, or by any other order of th16 Bankruptcy Court, with respect to an assumed and/or assigned executory contract or unexpired leasshall be deemed to satisfy, in full, any prepetition or postpetition arrearage or other Claim (includin17 any Claim asserted in a Filed proof of claim or listed on the Schedules) with respect to such contraor lease (irrespective of whether the Cure Payment is less than the amount set forth in such proof 18 claim or the Schedules). Upon the tendering of the Cure Payment, any such Filed or ScheduleClaim shall be disallowed with prejudice, without further order of the Bankruptcy Court or action b19 any Person. 20 5.2 REJECTION OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES. 21 5.2.1 Rejected Agreements. On the Effective Date all executory contracts and unexpireleases of the Debtors shall be rejected except for (i) executory contracts and unexpired leases th22 have been previously assumed or rejected by the Debtors, (ii) all executory contracts and unexpireleases specified as to be assumed in Section 5.1.1 above (including all contracts and leases set fort23 in the Schedule of Assumed Agreements, as may be amended), and (iii) any agreement, obligatiosecurity interest, transaction, or similar undertaking that the Debtors believe is not executory or 24 lease, but that is later determined by the Bankruptcy Court to be an executory contract or unexpirelease that is subject to assumption or rejection under Bankruptcy Code section 365. For th25 avoidance of doubt, executory contracts and unexpired leases that have been previously assumed oassumed and assigned pursuant to an order of the Bankruptcy Court shall not be affected by the Pla26 The Confirmation Order will constitute a Bankruptcy Court order approving the rejection, on thEffective Date, of the executory contracts and unexpired leases to be rejected under the Plan. Non27 debtor counterparties to any rejected contracts or leases shall retain all of their contractual and legrights to recover and take possession of their owned personal property, wherever located. 28

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1 5.2.2 Rejection Claims Bar Date. Any Rejection Claim or other Claim for damagearising from the rejection under the Plan of an executory contract or unexpired lease must be File2 and served no later than the Rejection Claims Bar Date. Any such Rejection Claims that are ntimely Filed and served will be forever disallowed, barred, and unenforceable, and Persons holdin3 such Claims will not receive and be barred from receiving any Distributions on account of sucuntimely Claims. If one or more Rejection Claims are timely Filed pursuant to the Plan, the PF4 Trust may object to any Rejection Claim on or prior to the Claim Objection Deadline. For thavoidance of doubt, the Rejection Claims Bar Date established by the Plan does not alter an5 rejection claims bar date established by a prior order of the Bankruptcy Court with respect to anexecutory contract or unexpired leases that was previously rejected in these Chapter 11 Cases. 6 7 PROVISIONS GOVERNING DISTRIBUTIONS 8 6.1 DISTRIBUTIONS TO SENIOR CLAIMS; SENIOR CLAIMS RESERVE. On or asoon as reasonably practicable after the Effective Date, the PFI Trustee, after consultation with th9 Debtors and the Committees, will establish the Senior Claims Reserve out of Available Cash, anthe Distribution Agent shall make Distributions out of the Senior Claims Reserve to Holders of, a10 applicable, Allowed Administrative Claims (other than Professional Fee Claims), Involuntary GaClaims, Priority Tax Claims, Non-Investor First Priority Lender Claims, Non-Investor Other Secure11 Claims, and Priority Claims in accordance with the Plan, provided that upon the sale or refinancinof any Collateral subject to a Lien of a Holder of a Class 1 Claim, such Claim shall be paid from th12 escrow or treated as otherwise provided in subsection 2.2.2. After the payment of all such Claims iaccordance with the Plan and the payment of all related reasonable costs and expenses of the PF13 Trustee and the Distribution Agent (including fees and costs to litigate and otherwise resolvContingent Claims, Disputed Claims or Unliquidated Claims, and administer and mak14 Distributions), any remaining Cash in the Senior Claims Reserve will be promptly remitted to thPFI Trust to be used for any purposes subject to the Plan and the PFI Trust Agreement. The PF15 Trustee or its designee shall not be required to give any bond or surety or other security for thperformance of any duties as the Distribution Agent. 16 6.2 TIMING OF DISTRIBUTIONS FOR ALLOWED CLAIMS. Except as otherwis17 provided herein or as ordered by the Bankruptcy Court, all Distributions to Holders of AlloweClaims as of the applicable Distribution Date shall be made on or as soon as practicable after th18 applicable Distribution Date; provided, however, that the PFI Trustee, in its discretion, may defeDistributions to a given Holder of PFI Trust Interests (other than the final Distribution) if the amou19 available for Distribution to such Holder is not at least $100. Notwithstanding anything else to thcontrary in this Plan, and as provided in section 502(d) of the Bankruptcy Code, the PFI Trustee i20 not required to make any Distributions to Holders of Allowed Claims, and no such Claims shall bdeemed Allowed, unless and until such Holder has paid the Net Prepetition Investor Recovery, o21 such portion thereof as agreed to as a compromise and settlement, to the PFI Trust or until any PFTrust Action seeking recovery of the Net Prepetition Investor Recovery is disallowed in its entiret22 by a Final Order. Distributions on account of Claims that first become Allowed Claims after thapplicable Distribution Date shall be made pursuant to Section 7.4 of the Plan and on the da23 selected by the PFI Trustee. Distributions made as soon as reasonably practicable after the EffectivDate or such other date set forth herein shall be deemed to have been made on such date. 24 6.3 CALCULATING DISTRIBUTIONS AND RELATED MATTERS. The PFI Trust sha25 undertake in its reasonable discretion to make in accordance with the Plan all calculations oAvailable Cash, Investor Claims, and of other amounts for or relating to Distributions for Holders o26 Allowed Claims to be made from the PFI Trust or for reserves for Holders of Contingent ClaimDisputed Claims, and Unliquidated Claims to be established by the PFI Trust, and may establish an27 holdback from Distributions reasonable reserves for other contingencies. When calculatinDistributions (and amounts to hold in Distribution Reserves) with respect to Investor Claims, th28

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1 Outstanding Principal Amounts and Prepetition Distributions to be utilized by the PFI Trust shall bas set forth in the Schedule of Allowed Netted Claims or as determined pursuant to the followin2 section. 3 6.4 APPLICATION OF THE SCHEDULE OF ALLOWED NETTED CLAIMS. For anInvestor that is not a Disputing Claimant, all Distributions and reserves shall be made or establishe4 based on the applicable amounts in the Schedule of Allowed Netted Claims. For any Investor that ia Disputing Claimant, in connection with a calculation by the PFI Trust for a Distribution or t5 establish reserves, unless otherwise provided in a Bankruptcy Court order, all calculations witrespect to Claims asserted by such Disputing Claimant shall be made based on the aggregate clai6 amounts asserted by the Disputing Claimant in the objection made by such Disputing Claimant tthe amount listed in the Schedule of Allowed Netted Claims for such Disputing Claimant or, f7 Unliquidated Claims, as estimated in the reasonable discretion of the PFI Trust, and all such PFTrust Interests and Cash shall be held in a Distribution Reserve unless and until (i) the PFI Trust an8 the particular Disputing Claimant agree regarding the Outstanding Principal Amounts anPrepetition Distributions to utilize or (ii) a Final Order establishes such Outstanding Princip9 Amounts and Prepetition Distributions, including, if applicable, after taking into account any PTrust Actions that the PFI Trust may pursue against the particular Disputing Claimant (as to whic10 all rights of the PFI Trust are reserved unless otherwise provided in the Plan). 11 6.5 INTEREST AND OTHER AMOUNTS REGARDING CLAIMS. Except to the exteprovided (i) in Bankruptcy Code section 506(b) and Allowed by a Final Order or otherwise agree12 (ii) in the Plan, or (iii) in the Confirmation Order, postpetition interest shall not accrue or be paid oany Claims, and no Holder of an Allowed Claim shall be entitled to interest, penalties, fees, or lat13 charges accruing or chargeable on any Claim from and after the Petition Date. 14 6.6 MEANS OF CASH PAYMENT. Cash payments under the Plan shall be made, at the optioand in the sole discretion of the PFI Trustee, by (i) checks drawn on or (ii) wire transfer, electroni15 funds transfer, or ACH from a domestic bank. Cash payments to foreign Creditors may be made, the option and in the sole discretion of the PFI Trustee by such means as are necessary or customar16 in a particular foreign jurisdiction. Cash payments made pursuant to the Plan in the form of checkshall be null and void if not cashed within 180 calendar days of the date of the issuance thereo17 Requests for reissuance of any check within 180 calendar days of the date of the issuance thereshall be made directly to the PFI Trustee. 18 6.7 FORM OF CURRENCY FOR DISTRIBUTIONS. All Distributions under the Plan sha19 be made in U.S. Dollars. Where a Claim has been denominated in foreign currency on a proof claim, the Allowed amount of such Claim shall be calculated in U.S. Dollars based upon th20 currency conversion rate in place as of the Petition Date and in accordance with Bankruptcy Codsection 502(b). 21 6.8 FRACTIONAL DISTRIBUTIONS. Notwithstanding anything in the Plan to the contrar22 no payment of fractional cents shall be made pursuant to the Plan. Whenever any payment of fraction of a cent under the Plan would otherwise be required, the actual Distribution made sha23 reflect a rounding of such fraction to the nearest whole penny (up or down), with half cents or morbeing rounded up and fractions less than half of a cent being rounded down. 24 6.9 NO DISTRIBUTIONS WITH RESPECT TO CERTAIN CLAIMS. Notwithstandin25 anything in the Plan to the contrary with the exception of Section 2.2, no Distributions or othconsideration of any kind shall be made on account of any Contingent Claim, Disputed Claim, o26 Unliquidated Claim unless and until such Claim becomes an Allowed Claim, and then only to thextent that such Claim becomes an Allowed Claim and as provided under the Plan for such Allowe27 Claim. Nonetheless, in undertaking the calculations concerning Allowed Claims under the Plaincluding the determination of Distributions due to the Holders of Allowed Claims, each Continge28

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1 Claim, Disputed Claim, or Unliquidated Claim shall be treated as if it were an Allowed Claiincluding rights conferred by Bankruptcy Code section 506(b) which shall be continue to apply unt2 Distribution to the Holders of Class 1 Claims (which, for Unliquidated Claims, shall mean they shabe treated as if Allowed in such amounts as determined in the reasonable discretion of the PF3 Trust), except that if the Bankruptcy Court estimates the likely portion of such a Claim to bAllowed or authorized or the Bankruptcy Court or the Holder of such Claim and the PFI Truste4 otherwise determine the amount or number that would constitute a sufficient reserve for such Claim, such amount or number as determined by the Bankruptcy Court or by agreement of th5 Holder of such Claim and the PFI Trustee shall be used with respect to such Claim. Distributions duin respect of a Contingent Claim, Disputed Claim, or Unliquidated Claim shall be held in reserve b6 the PFI Trust in one or more Distribution Reserves. The PFI Trust will elect to treat any DistributioReserve as a “Disputed Ownership Fund,” pursuant to Treasury Regulation section 1.468B7 9(c)(2)(ii). As outlined in this election, Creditors holding such Claims are not treated as transferorof the money or property transferred to the “Disputed Ownership Fund.” For federal income ta8 purposes, a “Disputed Ownership Fund” is treated as the owner of all assets that it holds. “Disputed Ownership Fund” is treated as a C corporation for purposes of the Internal Revenue Cod9 A “Disputed Ownership Fund” must file all required income and information tax returns and makall tax payments from such fund. 10 6.10 DELIVERY OF DISTRIBUTIONS. Distributions in respect of PFI Trust Interests shall b11 made to Holders of PFI Trust Interests as of the record date set for such Distribution. Distributions tHolders of PFI Trust Interests or Allowed Claims that have not been converted to PFI Trust Interest12 shall be made (a) at the addresses set forth in the proofs of claim Filed by such Holders, (b) at thaddresses reflected in the Schedules if no proof of claim has been Filed, or (c) at the addresses s13 forth in any written notices of address changes delivered to the Claims Agent or the PFI Trustee. Iany Holder’s Distribution is returned as undeliverable, no further Distributions to such Holder sha14 be made unless and until the PFI Trustee is notified of such Holder’s then-current address. Thresponsibility to provide the Claims Agent or the PFI Trustee with a current address of a Holder o15 PFI Trust Interests or Claims shall always be the responsibility of such Holder. Amounts in respeof undeliverable Distributions made by the PFI Trustee shall be held in trust on behalf of the Holde16 of the PFI Trust Interest or Claim to which they are payable by the PFI Trustee until the earlier of thdate that such undeliverable Distributions are claimed by such Holder and 180 calendar days afte17 the date the undeliverable Distributions were made. 18 6.11 APPLICATION OF DISTRIBUTION RECORD DATE & OTHER TRANSFERESTRICTIONS. At the close of business on the Distribution Record Date, the claims register19 for all Claims shall be closed, and there shall be no further changes in the record holders of anClaims. Except as provided herein, the PFI Trust and its Related Parties shall have no obligation t20 recognize any putative transfer of Claims occurring after the Distribution Record Date and shall bentitled instead to recognize and deal for all purposes hereunder with only those record holder21 stated on the claims registers as of the close of business on the Distribution Record Date irrespectivof the number of Distributions to be made under the Plan to such Persons or the date of suc22 Distributions. Nothing in this Section 6.11 is intended to or will impair or limit (i) the transferabilitof any PFI Trust Interests once such PFI Trust Interests have been Distributed to the record holder23 of Allowed Investor Claims and Allowed Other Unsecured Claims or (ii) the right of Holders at threcord dates established from time to time regarding PFI Trust Interests to receive all Distribution24 in respect of such PFI Trust Interests when any Distributions are made. 25 6.12 WITHHOLDING, PAYMENT, AND REPORTING REQUIREMENTS REGARDINDISTRIBUTIONS. All Distributions under the Plan shall, to the extent applicable, comply with a26 tax withholding, payment, and reporting requirements imposed by any federal, state, provincialocal, or foreign taxing authority, and all Distributions shall be subject to any such withholdin27 payment, and reporting requirements. The PFI Trust shall be authorized to take any and all actionthat may be necessary or appropriate to comply with such withholding, payment, and reportin28

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1 requirements, including, to the extent such information is not already available to the PFI Trusrequiring each Holder of a PFI Trust Interest or Claim to provide an executed current Form W-2 Form W-8, or similar tax form as a prerequisite to receiving a Distribution. Notwithstanding another provision of the Plan, (a) each Holder of a PFI Trust Interest or an Allowed Claim that is t3 receive a Distribution pursuant to the Plan shall have sole and exclusive responsibility for thsatisfaction and payment of any tax obligations imposed by any governmental unit, includin4 income, withholding, and other tax obligations, on account of such Distribution, and including, ithe case of any Holder of a Disputed Claim that has become an Allowed Claim, any tax obligatio5 that would be imposed on the PFI Trust in connection with such Distribution; and (b) no Distributioshall be made to or on behalf of such Holder pursuant to the Plan unless and until such Holder ha6 made arrangements reasonably satisfactory to the PFI Trust for the payment and satisfaction of sucwithholding tax obligations or such tax obligation that would be imposed in connection with suc7 Distribution. 8 6.13 DEFENSES AND SETOFFS. On and after the Effective Date, the PFI Trust shall have aof the Debtors’ and the Estates’ rights under Bankruptcy Code section 558. Nothing under the Pla9 except as provided in Section 2.2, shall affect the rights and defenses of the Debtors, the Estates, the PFI Trust in respect of any Claim, including all rights in respect of legal and equitabl10 objections, defenses, setoffs, or recoupment against such Claims. Accordingly, the PFI Trust mabut shall not be required to, set off against any Claim or any Allowed Claim, and the payments o11 other Distributions to be made pursuant to the Plan in respect of such Claim, claims of any naturwhatsoever that the Debtors, the Estates, or the PFI Trust, as applicable, may have against the Holde12 of such Claim; provided, however, that neither the failure to do so nor the allowance of any Claihereunder shall constitute a waiver or release of any such claim or rights that may exist against suc13 Holder. 14 6.14 ALLOCATION OF DISTRIBUTIONS. All Distributions received under the Plan bHolders of PFI Trust Interests and Claims shall be deemed to be allocated first to the princip15 amount of such Claim, or the Claim to which the applicable PFI Trust Interest relates, as determinefor United States federal income tax purposes, and then to accrued interest, if any, with respect t16 such Claim. 17 6.15 JOINT DISTRIBUTIONS. The PFI Trustee may, in its sole discretion, make Distributionjointly to any Holder of a Claim and any other Person that the PFI Trustee has determined to have a18 interest in such Claim. 19 6.16 FORFEITURE OF DISTRIBUTIONS. If the Holder of a Claim fails to cash a checpayable to it within the time period set forth in Section 6.6, fails to claim an undeliverabl20 Distribution within the time limit set forth in Section 6.106.10, or fails to complete and return to thPFI Trustee the appropriate Form W-8 or Form W-9 within 180 calendar days after a request for th21 completion and return of the appropriate form pursuant to Section 6.12 (or such later time aapproved by a Bankruptcy Court order), then such Holder shall be deemed to have forfeited its rig22 to any reserved and future Distributions under the Plan. Any such forfeited Distributions shall bdeemed Available Cash for all purposes, notwithstanding any federal or state escheat laws to th23 contrary. 24 25 PROCEDURES FOR RESOLVING DISPUTED, CONTINGENT, AND UNLIQUIDATED CLAIMS AND DISTRIBUTIONS WITH RESPECT THERETO 26 7.1 OBJECTIONS TO AND RESOLUTION OF DISPUTED CLAIMS, INCLUDING AN27 CLAIMS OF EXCLUDED PARTIES OR DISPUTING CLAIMANTS. From and after thEffective Date, the PFI Trust shall have the exclusive authority to compromise, resolve, and Allo28

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1 any Disputed Claim without the need to obtain approval from the Bankruptcy Court, except aotherwise provided in the PFI Trust Agreement, and any agreement entered into by the PFI Tru2 with respect to the Allowance of any Claim shall be conclusive evidence and a final determination othe Allowance of such Claim; provided, however, that, under the Plan, all Claims asserted by any o3 the Excluded Parties or any Disputing Claimant are Disputed Claims in their entirety and will havno right to receive any Distributions under the Plan unless and until such Claims are affirmativel4 Allowed by a Final Order. Notwithstanding anything else to the contrary herein, and as provided isection 502(d) of the Bankruptcy Code, the PFI Trustee is not required to make any Distributions t5 Holders of Allowed Claims, and no such Claims shall be deemed Allowed, unless and until sucHolder has paid the Net Prepetition Investor Recovery, or such portion thereof as agreed to as 6 compromise and settlement, to the PFI Trust or until any PFI Trust Action seeking recovery of thNet Prepetition Investor Recovery is disallowed in its entirety by a Final Order. 7 7.2 CLAIM OBJECTIONS. All objections to Claims (other than Professional Fee Claim8 which shall be governed by Section 10.3 of the Plan, but including any Claims of Excluded Partieor Disputing Claimants) shall (i) with respect to non-Investor Claims, be Filed by the PFI Trust on o9 before the Claim Objection Deadline, which date may be extended by order of the Bankruptcy Coufor cause after notice to parties who have Filed requests for notice on motion by the PFI Trust file10 prior to the expiration of such period; (ii) with respect to Investor Claims, be filed in accordancwith the procedures and deadlines to be set by order of the Bankruptcy Court with respect to th11 Schedule of Allowed Netted Claims; and (iii) with respect to the expungement of any liens held bInvestors in Real Property, be filed in accordance with Section 10.1 of the Plan. With respect t12 non-Investor Claims, if a timely objection has not been Filed to a proof of claim or the Schedulehave not been amended with respect to a Claim that was Scheduled by the Debtors but was n13 Scheduled as contingent, unliquidated, or disputed, then the Claim to which the proof of claim oScheduled Claim relates will be treated as an Allowed Claim. With respect to Investor Claims, if a14 Investor does not file an objection to the amount set forth in the Schedule of Allowed Netted Claimin accordance with further order of the Bankruptcy Court and does not object to the expungement o15 a lien on Real Property under the Plan, such Investor Claim will be treated as an Allowed Claim ithe amounts set forth in the Schedule of Allowed Netted Claims. 16 7.3 ESTIMATION OF CERTAIN CLAIMS. The PFI Trust may, at any time, move for 17 Bankruptcy Court order estimating any Contingent Claim, Disputed Claim, or Unliquidated Claipursuant to Bankruptcy Code section 502(c), subject to Section 2.2 of the Plan, regardless of whethe18 the Debtors have previously objected to such Claim or whether the Bankruptcy Court has ruled oany such objection, and the Bankruptcy Court shall retain jurisdiction and power to estimate an19 Claim at any time during litigation concerning any objection to any Claim, including during thpendency of any appeal relating to any such objection. 20 7.4 DISTRIBUTIONS FOLLOWING ALLOWANCE. Once a Contingent Claim, a Dispute21 Claim, or an Unliquidated Claim becomes an Allowed Claim, in whole or in part, including pursuato the Plan, the PFI Trust shall distribute from the applicable Distribution Reserves to the Holde22 thereof the Distributions, if any, to which such Holder is then entitled under the Plan. SucDistributions, if any, shall be made on the next Distribution Date after the date on which the order o23 judgment allowing any such Claim becomes a Final Order or on which the Claim otherwise becomean Allowed Claim, or, if there is no applicable Distribution Date, then within ninety (90) calenda24 days after the date on which the Claim becomes an Allowed Claim. Unless otherwise specificallprovided in the Plan, such as in Section 2.2, or allowed by a Final Order, no interest shall be paid o25 Contingent Claims, Disputed Claims, or Unliquidated Claims that later become Allowed Claims. 26 7.5 DISPOSITION OF ASSETS IN RESERVES AFTER DISALLOWANCE. After aobjection to a Disputed Claim is sustained or a Contingent Claim or Unliquidated Claim has bee27 determined in whole or in part by a Final Order or by agreement, such that the Contingent ClaiDisputed Claim, or Unliquidated Claim is a Disallowed Claim in whole or in part, any Cash held i28

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1 an applicable Distribution Reserve in respect of the particular Claim in excess of the Distributiondue on account of any resulting Allowed Claim shall be used or distributed in a manner consiste2 with the Plan and any reserved PFI Trust Interests shall be cancelled. 3 CONDITIONS PRECEDENT TO THE EFFECTIVE DATE 4 8.1 CONDITIONS TO THE EFFECTIVE DATE. The occurrence of the Effective Date sha5 not occur and the Plan shall not be consummated unless and until each of the following conditionhas been satisfied or duly waived pursuant to Section 8.2 of the Plan: 6 (a) the Bankruptcy Court shall have entered the Confirmation Order in a form reasonabl7 acceptable to the Debtors and the Committees; 8 (b) the Confirmation Order shall not be subject to any stay; 9 (c) all governmental and material third-party approvals and consents necessary iconnection with the transactions contemplated by the Plan, if any, shall have been obtained and be i10 full force and effect; 11 (d) all actions and all agreements, instruments, or other documents necessary timplement the terms and provisions of the Plan are effected or executed and delivered, as applicable12 (e) the Professional Fee Reserve is funded pursuant to Section 10.3 of the Plan; 13 (f) the Committees shall have agreed on and selected the BOA; 14 (g) the Committees shall have agreed on the powers of the BOA to oversee the P15 Trustee, and the mechanism, terms, and conditions under which the BOA may exercise those powerincluding the removal of the PFI Trustee, as set forth in the PFI Trust Agreement; and 16 (h) the Committees shall have agreed on a business plan for the OpCo, which shall hav17 been duly organized. 18 8.2 WAIVER OF CONDITIONS TO THE EFFECTIVE DATE. The conditions to thEffective Date set forth in clauses (iii) and (iv) of Section 8.1 of the Plan may be waived in writin19 by agreement of each of the Committees and the Debtors in their reasonable discretion, at any timwithout further order. 20 8.3 EFFECT OF NON-OCCURRENCE OF CONDITIONS TO THE EFFECTIVE DAT21 If each of the conditions to the Effective Date is not satisfied or duly waived in accordance witSections 8.1 and 8.2 of the Plan, upon notification Filed by the Debtors with the Bankruptcy Cour22 (i) the Confirmation Order shall be vacated; (ii) no Distributions shall be made; (iii) the Debtors, thEstates, the Committees and all Creditors shall be restored to the status quo as of the da23 immediately preceding the Confirmation Hearing as though the Confirmation Order was not entereand (iv) all of the Debtors’ and the Estates’ obligations with respect to Claims shall remai24 unchanged and nothing contained in the Plan shall constitute a waiver or release of any Causes oAction by or against the Debtors, the Estates, or any other Person or prejudice in any manner th25 rights, claims, or defenses of the Debtors, the Estates, or any other Person. 26 8.4 NOTICE OF THE EFFECTIVE DATE. Promptly after the occurrence of the EffectivDate, the PFI Trust or its agents shall mail or cause to be mailed to all Creditors a notice that inform27 such Creditors of (i) entry of the Confirmation Order and the resulting confirmation of the Plan; (iithe occurrence of the Effective Date; (iii) the assumption, assignment, and rejection of executor28

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1 contracts and unexpired leases pursuant to the Plan, as well as the deadline for the filing of resultinRejection Claims; (iv) the deadline established under the Plan for the filing of Administrativ2 Claims; and (v) such other matters as the PFI Trustee finds appropriate. 3 RETENTION OF JURISDICTION AND POWER 4 9.1 SCOPE OF RETAINED JURISDICTION AND POWER. Under Bankruptcy Cod5 sections 105(a) and 1142, and notwithstanding entry of the Confirmation Order and occurrence othe Effective Date, and except as otherwise ordered by the Bankruptcy Court, the Bankruptcy Cou6 shall retain jurisdiction and power over all matters arising in, arising under, or related to the Chapte11 Cases and the Plan to the fullest extent permitted by law, including jurisdiction and power to d7 the following: 8 (a) except as otherwise Allowed pursuant to the Plan or in the Confirmation OrdeAllow, classify, determine, disallow, establish the priority or secured or unsecured status of, estimat9 limit, liquidate, or subordinate any Claim, in whole or in part, including the resolution of any requefor payment of any Administrative Claim and the resolution of any objections to the allowance o10 priority of Claims; 11 (b) hear and determine all applications for compensation and reimbursement of expenseof Professionals under the Plan or under Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b12 1103, and 1129(a)(4); 13 (c) hear and determine all matters with respect to the assumption or rejection of anexecutory contract or unexpired lease to which a Debtor is a party or with respect to which a Debt14 may be liable, including, if necessary, the nature or amount of any required cure or the liquidation oallowance of any Claims arising therefrom; 15 (d) effectuate performance of and payments under the provisions of the Plan and enforc16 remedies on any default under the Plan; 17 (e) hear and determine any and all adversary proceedings, motions, applications, ancontested or litigated matters arising out of, under, or related to, the Chapter 11 Cases, including th18 PFI Trust Actions, and with respect to the Plan; 19 (f) enter such orders as may be necessary or appropriate to execute, implement, consummate the provisions of the Plan and all contracts, instruments, releases, and other agreement20 or documents created, executed, or contemplated in connection with the Plan, the DisclosurStatement, or the Confirmation Order; 21 (g) hear and determine disputes arising in connection with the interpretatio22 implementation, consummation, or enforcement of the Plan, including disputes arising undagreements (including, without limitation, the PFI Trust Agreement), documents, or instrument23 executed in connection with the Plan, or to maintain the integrity of the Plan followinconsummation; 24 (h) consider any modifications of the Plan, cure any defect or omission, or reconcile an25 inconsistency in any order of the Bankruptcy Court, including the Confirmation Order; 26 (i) issue injunctions, enter and implement other orders, or take such other actions as mabe necessary or appropriate to restrain interference by any Person with the implementatio27 consummation, or enforcement of the Plan or the Confirmation Order; 28

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1 (j) enter and implement such orders as may be necessary or appropriate if thConfirmation Order is for any reason reversed, stayed, revoked, modified, or vacated; 2 (k) hear and determine any matters arising in connection with or relating to the Plan, th3 Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrumenrelease, or other agreement or document created, executed, or contemplated in connection with an4 of the foregoing documents and orders; 5 (l) enforce, interpret, and determine any disputes arising in connection with anstipulations, orders, judgments, injunctions, releases, exculpations, indemnifications, and ruling6 associated with the Plan or otherwise entered in connection with the Chapter 11 Cases (whether onot any or all of the Chapter 11 Cases have been closed); 7 (m) except as otherwise limited herein, recover all Estate Assets, wherever located; 8 (n) hear and determine matters concerning state, local, and federal taxes in accordanc9 with Bankruptcy Code sections 346, 505, and 1146; 10 (o) hear and determine such other matters as may be provided in the Confirmation Ordeor as may be authorized under, or not inconsistent with, the Bankruptcy Code and title 28 of th11 United States Code; 12 (p) resolve any cases, controversies, suits, or disputes related to the PFI Trust, the BOthe PFI Trustee, or the OpCo; and 13 (q) enter a final decree closing the Chapter 11 Cases of the Debtors, other than PFI. 14 9.2 RESERVED RIGHTS TO SEEK BANKRUPTCY COURT APPROVA 15 Notwithstanding any provision of the Plan allowing an act to be taken without Bankruptcy Couapproval, the PFI Trustee shall have the right to submit to the Bankruptcy Court any question o16 questions regarding which either of them may desire to have explicit approval of the BankruptcCourt for the taking of any specific action proposed to be taken by the PFI Trust, including th17 administration, distribution, or proposed sale of any of the PFI Trust Assets or OpCo Assets. ThBankruptcy Court shall retain jurisdiction and power for such purposes and shall approve o18 disapprove any such proposed action upon motion Filed by the PFI Trust. 19 9.3 NON-EXERCISE OF JURISDICTION. If the Bankruptcy Court abstains from exercisinor declines to exercise, jurisdiction or is otherwise without jurisdiction over any matter arising i20 arising under, or related to the Chapter 11 Cases, including the matters set forth in Section 9.1 of thPlan, the provisions of this Error! Reference source not found. shall have no effect on, and sha21 not control, limit, or prohibit the exercise of jurisdiction by any other court having competejurisdiction with respect to, such matter. 22 23 MISCELLANEOUS PROVISIONS 24 10.1 LIEN EXPUNGEMENT PROCEDURES. Any DOT Noteholder that wishes to challengthe expungement of its lien under the Plan shall file an objection with the Bankruptcy Court no late25 than twenty (20) days after entry of the Confirmation Order (the “Objection Deadline”) and servits objection on the PFI Trustee and counsel for the Plan Proponents and Ad Hoc Committees. Th26 Debtors or the PFI Trustee, as applicable, shall file an Avoidance Action no later than thirty (3days after service of any such objection. Such lien expungement shall automatically becom27 effective with respect to each Real Property on the later of the thirtieth (30th) day after entry of thConfirmation Order, if no objection is timely filed, or if an objection is timely filed, the date of entr28

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1 of a final order adjudicating the Avoidance Action with respect to a lien on that Real Property. 2 10.2 ADMINISTRATIVE CLAIMS. Subject to the last sentence of this Section 10.2, arequests for payment of an Administrative Claim must be Filed with the Bankruptcy Court no late3 than the Administrative Claims Bar Date. In the event of an objection to Allowance of aAdministrative Claim, the Bankruptcy Court shall determine the Allowed amount of suc4 Administrative Claim. THE FAILURE TO FILE A MOTION REQUESTING ALLOWANCOF AN ADMINISTRATIVE CLAIM ON OR BEFORE THE ADMINISTRATIVE CLAIM5 BAR DATE, OR THE FAILURE TO SERVE SUCH MOTION TIMELY AND PROPERLSHALL RESULT IN THE ADMINISTRATIVE CLAIM BEING FOREVER BARRED AN6 DISALLOWED WITHOUT FURTHER ORDER OF THE BANKRUPTCY COURPostpetition statutory tax claims shall not be subject to any Administrative Claims Bar Date. 7 10.3 PROFESSIONAL FEE CLAIMS. All final requests for payment of Professional Fe8 Claims pursuant to Bankruptcy Code sections 327, 328, 330, 331, 363, 503(b), or 1103 must bmade by application Filed with the Bankruptcy Court and served on counsel to the PFI Trus9 counsel to the U.S. Trustee, and counsel to the SEC, no later than forty-five (45) calendar days aftethe Effective Date, unless otherwise ordered by the Bankruptcy Court. Objections to suc10 applications must be Filed and served on counsel to the PFI Trust, counsel to the U.S. Trustee, anthe requesting Professional in accordance with the instructions set forth in notice(s) to be filed wit11 the Bankruptcy Court. All Professional Fee Claims shall be promptly paid by the PFI Trust to thextent approved by order of the Bankruptcy Court. On the Effective Date, the PFI Trust sha12 establish the Professional Fee Reserve. The Professional Fee Reserve shall vest in the PFI Trust anshall be maintained by the PFI Trust in accordance with the Plan. The PFI Trust shall fully fund th13 Professional Fee Reserve on the Effective Date in an amount that is agreed upon by the Debtors aneach of the Committees prior to the Confirmation Hearing and that approximates the total projecte14 amount of unpaid Professional Fee Claims on the Effective Date. If the Debtors and the Committeeare unable to agree on an amount by which the Professional Fee Reserve is to be funded, then any o15 those parties may submit the issue to the Bankruptcy Court, which, following notice and a hearinshall fix the amount of the required funding. All Professional Fee Claims that have not previousl16 been paid, otherwise satisfied, or withdrawn shall be paid from the Professional Fee Reserve. Anexcess funds in the Professional Fee Reserve shall be released to the PFI Trust to be used for othe17 purposes consistent with the Plan. For the avoidance of doubt, the Professional Fee Reserve is aestimate and shall not be construed as a cap on the PFI Trust’s obligation to pay in full Allowe18 Professional Fee Claims. 19 10.4 PAYMENT OF STATUTORY FEES. All fees payable pursuant to 28 U.S.C. § 1930, adetermined by the Bankruptcy Court at the Confirmation Hearing, shall be paid by the Debtors on o20 before the Effective Date. All such fees that arise after the Effective Date shall be paid by the PFTrust. 21 10.5 SEC RELATED PROVISIONS. Notwithstanding any provision herein to the contrar22 or an abstention from voting on the Plan, no provision of the Plan, or any order confirming thPlan: (i) releases any non-debtor person or entity from any claim or cause of action of th23 SEC; or (ii) enjoins, limits, impairs, or delays the SEC from commencing or continuing anclaims, causes of action, proceedings, or investigations against any non-debtor person or entit24 in any forum. 25 10.6 POST-EFFECTIVE-DATE REPORTING. 26 (a) Beginning the first quarter-end following the Effective Date and continuing on eacquarter-end thereafter until the Closing Date, within thirty (30) calendar days after the end of suc27 period, the PFI Trust shall File quarterly reports with the Bankruptcy Court. Each quarterly reposhall contain financial, Distributions, settlement, sale and/or such other information as provided fo28

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1 in the PFI Trust Agreement. 2 (b) The PFI Trust shall, as soon as practicable after the end of each calendar year anupon termination of the PFI Trust, provide or make available a written report and account to th3 Holders of PFI Trust Interests, which report and account sets forth (i) the assets and liabilities of thPFI Trust at the end of such calendar year or upon termination and the receipts and disbursements 4 the PFI Trust for such calendar year or period, and (ii) changes in the PFI Trust Assets and actiontaken by the PFI Trustee in the performance of its duties under the Plan or the PFI Trust Agreeme5 that the PFI Trustee determines in its discretion may be relevant to Holders of PFI Trust Interestsuch as material changes or actions that, in the opinion of the PFI Trustee, may have a material effe6 on the PFI Trust Assets that were not previously reported. The PFI Trust may provide or makavailable to Holders of PFI Trust Interests similar reports for such interim periods during th7 calendar year as the PFI Trustee deems advisable. Such reports may be provided or made availablto the Holders of PFI Trust Interests, in the discretion of the PFI Trustee, by any reasonable mean8 including U.S. mail, electronic transmission, or a virtual data room to which Holders shall havaccess, or publication to a publicly-available website or by press release distributed via a generall9 recognized business news service. 10 10.7 DISSOLUTION OF THE COMMITTEES. The Unsecured Creditors’ Committetogether with the Ad Hoc Committees, shall be automatically dissolved on the Effective Date an11 on the Effective Date, each member thereof and each Professional retained by the UnsecureCreditors’ Committee and the Ad Hoc Committees shall be released and discharged from all right12 duties, responsibilities, and obligations arising from, or related to, the Debtors, their membership othe Unsecured Creditors’ Committee or the Ad Hoc Committees, as applicable, the Plan, or th13 Chapter 11 Cases, except with respect to (a) any matters concerning any Professional Fee Claimheld or asserted by any Professional retained by the Unsecured Creditors’ Committees or the Ad Ho14 Committees; and (b) the rights (if any) of former members of the Unsecured Creditors’ Committeand the Ad Hoc Committees to select successor designees on the BOA in accordance with the term15 of the PFI Trust Agreement. 16 10.8 MODIFICATIONS AND AMENDMENTS. 17 (a) In the Plan Proponents’ reasonable discretion after attempting agreement with the AHoc Committees, the Plan Proponents may alter, amend, or modify the Plan under Bankruptcy Cod18 section 1127(a) at any time at or prior to the conclusion of the Confirmation Hearing, provided ththe Schedule of Assumed Contracts may be altered, amended or modified up until the Effective Dat19 or by further order of the Bankruptcy Court. All alterations, amendments, or modifications to thPlan must comply with Bankruptcy Code section 1127. The Debtors shall provide parties in intere20 with notice of such amendments or modifications as may be required by the Bankruptcy Rules oorder of the Bankruptcy Court. A Creditor that has accepted the Plan shall be deemed to hav21 accepted the Plan, as altered, amended, modified, or clarified, if the proposed alteration, amendmenmodification, or clarification does not materially and adversely change the treatment of the Claim o22 such Creditor. 23 (b) After entry of the Confirmation Order and prior to substantial consummation (adefined in Bankruptcy Code section 1101(2)) of the Plan, the Plan Proponents or the PFI Trust, a24 applicable, may, under Bankruptcy Code section 1127(b), institute proceedings in the BankruptcCourt to remedy any defect or omission or to reconcile any inconsistencies in the Plan, th25 Disclosure Statement approved with respect to the Plan, or the Confirmation Order, and such matteras may be necessary to carry out the purpose and effect of the Plan so long as such proceedings d26 not adversely affect the treatment of Holders of Claims under the Plan. Such proceedings mucomply with Bankruptcy Code section 1127. To the extent required, prior notice of such proceeding27 shall be served in accordance with the Bankruptcy Rules or an order of the Bankruptcy CourA Creditor that has accepted the Plan shall be deemed to have accepted the Plan, as altered, amende28

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1 modified, or clarified, if the proposed alteration, amendment, modification, or clarification does nmaterially and adversely change the treatment of the Claim of such Creditor. 2 10.9 SEVERABILITY OF PLAN PROVISIONS. If, at or before the Confirmation Hearing, th3 Bankruptcy Court holds that any Plan term or provision is invalid, void, or unenforceable, thBankruptcy Court may alter or interpret that term or provision so that it is valid and enforceable t4 the maximum extent possible consistent with the original purpose of that term or provision. Thterm or provision will then be applicable as altered or interpreted. Notwithstanding any such holdin5 alteration, or interpretation, the Plan’s remaining terms and provisions will remain in full force aneffect and will in no way be affected, impaired, or invalidated. The Confirmation Order wi6 constitute a judicial determination providing that each Plan term and provision, as it may have beealtered or interpreted in accordance with this Section, is valid and enforceable under its terms. 7 10.10 COMPROMISES AND SETTLEMENTS. From and after the Effective Date, the P8 Trust may compromise and settle disputes about any Claims or about any PFI Trust Actions, withoany further approval by the Bankruptcy Court, subject to the terms and conditions of the PFI Tru9 Agreement. Until the Effective Date, the Debtors expressly reserve the right to compromise ansettle (subject to the approval of the Bankruptcy Court) Claims against them or any Avoidanc10 Actions and Causes of Action belonging to the Estates. 11 10.11 BINDING EFFECT OF PLAN. Upon the Effective Date, Bankruptcy Code section 114shall become applicable with respect to the Plan and the Plan shall be binding on all Persons to th12 fullest extent permitted by Bankruptcy Code section 1141(a). Confirmation of the Plan binds eacHolder of a Claim or Equity Interest to all the terms and conditions of the Plan, whether or not suc13 Holder’s Claim or Equity Interest is Allowed, whether or not such Holder holds a Claim or EquitInterest that is in a Class that is Impaired under the Plan, and whether or not such Holder ha14 accepted the Plan. 15 10.12 NON-DISCHARGE OF THE DEBTORS; INJUNCTION. In accordance witBankruptcy Code section 1141(d)(3)(A), the Plan does not discharge the Debtors. Bankruptc16 Code section 1141(c) nevertheless provides, among other things, that the property dealt witby the Plan, including, without limitation, the Real Properties, is free and clear of all Claim17 and Equity Interests against the Debtors, except as otherwise provided with respect to thNon-Investor First-Priority Lenders in Section 2.2 of the Plan. As such, no Person holding 18 Claim (other than the Non-Investor First-Priority Lenders as provided in Section 2.2) or aEquity Interest may receive any payment from, or seek recourse against, any assets that are t19 be distributed under the Plan other than assets required to be distributed to that Person undethe Plan. As of the Effective Date, all Persons are precluded and barred from asserting agains20 any property to be distributed under the Plan any Claims, rights, Causes of Action, liabilitieEquity Interests, or other action or remedy based on any act, omission, transaction, or othe21 activity that occurred before the Effective Date except as expressly provided in the Plan or thConfirmation Order. 22 10.13 RELEASES AND RELATED MATTERS. 23 (a) On the Effective Date, for good and valuable consideration, the adequacy o24 which is hereby confirmed, each of the Releasing Parties shall be deemed to have forevereleased, waived, and discharged each of the Released Parties from any and all claim25 obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, and liabilitiewhatsoever, whether known or unknown, whether foreseen or unforeseen, whether liquidate26 or unliquidated, whether fixed or contingent, whether matured or unmatured, existing ohereafter arising, at law, in equity, or otherwise, that are based in whole or in part on any ac27 omission, transaction, event, or other occurrence taking place on or prior to the Effective Datin any way relating to the Debtors, the conduct of the Debtors’ businesses, the Chapter 128

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1 Cases, or the Plan, except for acts or omissions that are determined in a Final Order to havconstituted actual fraud or willful misconduct; provided, however, that nothing in this Sectio2 10.13 shall release or otherwise affect any Person’s rights under the Plan or the ConfirmatioOrder, nor, with the exception of the Releasing Parties’ releases, shall anything in the Plan b3 construed as a nondebtor third party release prohibited by applicable Ninth Circuit case law. 4 (b) Entry of the Confirmation Order shall constitute (i) the Bankruptcy Court’approval, pursuant to Bankruptcy Rule 9019, of the releases set forth in this Section 10.13; an5 (ii) the Bankruptcy Court’s findings that such releases are (1) in exchange for good anvaluable consideration provided by the Released Parties (including performance of the term6 of the Plan), and a good-faith settlement and compromise of the released claims, (2) in the beinterests of the Debtors, the Estates, and any Holders of Claims that are Releasing Parties, (37 fair, equitable, and reasonable, (4) given and made after due notice and opportunity fohearing, and (5) a bar to any of the Releasing Parties asserting any released claim against an8 of the Released Parties. 9 (c) Notwithstanding any provision herein to the contrary or an abstention frovoting on the Plan, no provision of the Plan, or any order confirming the Plan, (i) releases an10 non-Debtor Person from any Cause of Action of the SEC; or (ii) enjoins, limits, impairs, odelays the SEC from commencing or continuing any Causes of Action, proceedings, o11 investigations against any non-Debtor Person in any forum. 12 10.14 EXCULPATION AND LIMITATION OF LIABILITY. On the Effective Date, for gooand valuable consideration, the adequacy of which is hereby confirmed, to the maximu13 extent permitted by law, none of the Exculpated Parties shall have or incur any liability to anPerson, including to any Holder of a Claim or an Equity Interest, for any prepetition o14 postpetition act or omission in connection with, relating to, or arising out of the Debtors, thChapter 11 Cases, the formulation, negotiation, preparation, dissemination, solicitation o15 acceptances, implementation, confirmation, or consummation of the Plan, the DisclosurStatement, or any contract, instrument, release, or other agreement or document create16 executed, or contemplated in connection with the Plan, or the administration of the Plan or thproperty to be distributed under the Plan; provided, however, that nothing in this Section 10.117 shall release or otherwise affect any Person’s rights under the Plan or the ConfirmatioOrder; and provided, further, that the exculpation provisions of this Section 10.14 shall n18 apply to acts or omissions constituting actual fraud, willful misconduct or gross negligence bsuch Exculpated Party as determined by a Final Order. For purposes of the foregoing, it i19 expressly understood that any act or omission effected with the approval of the BankruptcCourt conclusively will be deemed not to constitute actual fraud, willful misconduct or gros20 negligence unless the approval of the Bankruptcy Court was obtained by fraud omisrepresentation, and in all respects, the Exculpated Parties shall be entitled to rely on th21 written advice of counsel with respect to their duties and responsibilities under, or iconnection with, the Chapter 11 Cases, the Plan, and administration thereo22 The Confirmation Order shall serve as a permanent injunction against any Person seeking tenforce any Causes of Action against the Exculpated Parties that are encompassed by th23 exculpation provided by this Section 10.14 of the Plan. 24 10.15 TERM OF INJUNCTIONS OR STAYS. Unless otherwise provided herein or in thConfirmation Order, all injunctions or stays in the Chapter 11 Cases under Bankruptcy Cod25 sections 105 or 362 or otherwise, and extant as of the Confirmation Hearing (excluding aninjunctions or stays contained in or arising from the Plan or the Confirmation Order), shall remain i26 full force and effect through and inclusive of the Effective Date and thereafter shall automaticallterminate unless otherwise ordered by the Bankruptcy Court. 27 10.16 REVOCATION, WITHDRAWAL, OR NON-CONSUMMATION. The Plan Proponent28

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1 after consultation with the Ad Hoc Committees, reserve the right to revoke or withdraw the Plan any time prior to the Confirmation Hearing and to File subsequent plans. If the Plan Proponent2 revoke or withdraw the Plan prior to the Confirmation Hearing, or if the Effective Date does noccur, then (a) the Plan shall be null and void in all respects; and (b) nothing contained in the Pla3 and no acts taken in preparation for consummation of the Plan, shall (i) constitute or be deemed tconstitute a waiver or release of any Claims against, or any Equity Interests in, any Debtor, or an4 Causes of Action by or against any Debtor or any other Person, (ii) prejudice in any manner thrights of any Debtor or any other Person in any further proceedings involving a Debtor, 5 (iii) constitute an admission of any sort by any Debtor or any other Person. 6 10.17 EXEMPTION FROM TRANSFER TAXES. Pursuant to Bankruptcy Code section 114the vesting of the PFI Trust Assets in the PFI Trust, the vesting of the OpCo Assets in the OpCo, th7 issuance, transfer, or exchange of notes or equity securities under the Plan, the creation of anmortgage, deed of trust, lien, pledge, or other security interest, or the making or assignment of an8 lease or sublease, or making or delivery of any deed or other instrument of transfer under, ifurtherance of, or in connection with the Plan, shall not be subject to any stamp, real estate transfe9 mortgage recording, or other similar tax. 10 10.18 COMPUTATION OF TIME. In computing any period of time prescribed or allowed by thPlan, the provisions of Bankruptcy Rule 9006(a) shall apply. 11 10.19 TRANSACTIONS ON BUSINESS DAYS. If the Effective Date or any other date on whic12 a transaction may occur under the Plan shall occur on a day that is not a Business Day, antransactions or other actions contemplated by the Plan to occur on such day shall instead occur o13 the next succeeding Business Day. 14 10.20 GOOD FAITH. Confirmation of the Plan shall constitute a conclusive determination tha(a) the Plan, and all the transactions and settlements contemplated thereby, have been proposed i15 good faith and in compliance with all applicable provisions of the Bankruptcy Code and thBankruptcy Rules; and (b) the solicitation of acceptances or rejections of the Plan has been in goo16 faith and in compliance with all applicable provisions of the Bankruptcy Code, and the BankruptcRules, and, in each case, that the Plan Proponents and their respective Related Parties have acted i17 good faith in connection therewith. 18 10.21 GOVERNING LAW. Unless a rule of law or procedure is supplied by federal la(including the Bankruptcy Code and Bankruptcy Rules), (a) the laws of the State of California sha19 govern the construction and implementation of the Plan and (except as may be provided otherwise iany such agreements, documents, or instruments) any agreements, documents, and instrument20 executed in connection with the Plan and (b) the laws of the state of incorporation or formation oeach Debtor shall govern corporate, limited liability company or limited partnership governanc21 matters with respect to such Debtor; in each case without giving effect to the principles of conflictof law thereof. Any applicable nonbankruptcy law that would prohibit, limit, or otherwise restri22 implementation of the Plan based on (i) the commencement of the Chapter 11 Cases, (ii) thappointment of the PFI Trustee, (iii) the wind down of the Debtors, (iv) the monetization of some 23 all of the PFI Trust Assets, or (v) any other act or action to be done pursuant to or contemplated bthe Plan is superseded and rendered inoperative by the Plan and federal bankruptcy law. 24 10.22 NOTICES. Following the Effective Date, all pleadings and notices Filed in the Chapter 125 Cases shall be served solely on (a) the PFI Trust and its counsel, (b) the U.S. Trustee, (c) any Persowhose rights are affected by the applicable pleading or notice, and (d) any Person Filing a specifi26 request for notices and papers on and after the Effective Date. 27 10.23 FINAL DECREE. Upon the PFI Trustee’s determination that all Claims have been Allowedisallowed, expunged, or withdrawn and that all PFI Trust Assets and OpCo Assets have bee28

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1 monetized, abandoned, or otherwise administered, the PFI Trust shall move for the entry of the FinDecree. On entry of the Final Decree, the PFI Trustee and the BOA shall be deemed discharged an2 have no further duties or obligations to the PFI Trust or any other Person. 3 10.24 ADDITIONAL DOCUMENTS. On or before the Effective Date, the Plan Proponents maFile with the Bankruptcy Court such agreements and other documents as may be necessary o4 appropriate to effectuate and further evidence the terms and conditions of the Plan. The Debtors anthe PFI Trust, as applicable, and all Holders receiving Distributions pursuant to the Plan and all oth5 parties in interest may, from time to time, prepare, execute, and deliver any agreements odocuments and take any other acts as may be necessary or advisable to effectuate the provisions an6 intent of the Plan. 7 10.25 CONFLICTS WITH THE PLAN. In the event and to the extent that any provision of thPlan is inconsistent with the provisions of the Disclosure Statement, any other order entered in th8 Chapter 11 Cases, or any other agreement to be executed by any Person pursuant to the Plan, thprovisions of the Plan shall control and take precedence; provided, however, that if there is an9 inconsistency between the Plan, the provisions of the Disclosure Statement, and any other ordeentered in the Chapter 11 Cases, on the one hand, and the PFI Trust Agreement regarding th10 protocols, authority and decision-making power of the BOA, on the other hand, the specifiprovisions in the PFI Trust Agreement regarding the BOA shall control; provided further that th11 Confirmation Order shall control and take precedence in the event of any inconsistency between thConfirmation Order, any provision of the Plan, and any of the foregoing documents. 12 13 14 15 [Remainder of page intentionally left blank] 16 17 18 19 20 21 22 23 24 25 26 27 28

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

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Exhibit 1 (List of the Debtors)

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

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Table 1 on page 61. Back to List of Tables
18. Professional Investors 25, LLC 20-30925 11/20/20 47-3879056 350 Ignacio Blvd., Suite 300
Novato, CA 94949
19. Professional Investors 26, LLC 20-30927 11/20/20 47-4335145 350 Ignacio Blvd., Suite 300
Novato, CA 94949
20. Professional Investors 27, LLC 20-30928 11/20/20 47-4930703 350 Ignacio Blvd., Suite 300
Novato, CA 94949
21. Professional Investors 28, LLC TBD [Plan-
Consolidated
Debtor]
TBD [Plan-
Consolidated
Debtor]
47-5310122 350 Ignacio Blvd., Suite 300
Novato, CA 94949
22. Professional Investors 29, LLC 20-30929 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
23. Professional Investors 30, LLC 20-30930 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
24. Professional Investors 31, LLC 21-30093 2/4/21 81-3273083 350 Ignacio Blvd., Suite 300
Novato, CA 94949
25. Professional Investors 32, LLC 20-30934 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
26. Professional Investors 33, LLC 20-30935 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
27. Professional Investors 34, LLC 20-30936 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
28. Professional Investors 35, LLC 20-30937 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
29. Professional Investors 36, LLC 20-30938 11/20/20 81-2625418 350 Ignacio Blvd., Suite 300
Novato, CA 94949
30. Professional Investors 37, LLC 20-30939 11/20/20 37-1827607 350 Ignacio Blvd., Suite 300
Novato, CA 94949
31. Professional Investors 38, LLC 21-30082 2/3/21 82-2734722 350 Ignacio Blvd., Suite 300
Novato, CA 94949
32. Professional Investors 39, LLC 21-30083 2/3/21 82-3661635 350 Ignacio Blvd., Suite 300
Novato, CA 94949
33. Professional Investors 40, LLC 20-30940 11/20/20 82-3823200 350 Ignacio Blvd., Suite 300
Novato, CA 94949
34. Professional Investors 41, LLC 20-30941 11/20/20 82-3839566 350 Ignacio Blvd., Suite 300
Novato, CA 94949
35. Professional Investors 42, LLC 21-30084 2/3/21 82-5497471 350 Ignacio Blvd., Suite 300
Novato, CA 94949
36. Professional Investors 43, LLC 21-30085 2/3/21 83-2208999 350 Ignacio Blvd., Suite 300
Novato, CA 94949

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Table 1 on page 62. Back to List of Tables
37. Professional Investors 44, LLC 21-30086 2/3/21 83-2294816 350 Ignacio Blvd., Suite 300
Novato, CA 94949
38. Professional Investors 45, LLC 21-30087 2/3/21 83-2315445 350 Ignacio Blvd., Suite 300
Novato, CA 94949
39. Professional Investors 46, LLC 20-30942 11/20/20 84-1743732 350 Ignacio Blvd., Suite 300
Novato, CA 94949
40. Professional Investors 47, LLC 21-30088 2/3/21 84-2157268 350 Ignacio Blvd., Suite 300
Novato, CA 94949
41. Professional Investors 48, LLC 21-30089 2/3/21 84-3537563 350 Ignacio Blvd., Suite 300
Novato, CA 94949
42. Professional Investors 49, LLC 21-30094 2/4/21 84-3792687 350 Ignacio Blvd., Suite 300
Novato, CA 94949
43. PFI Glenwood, LLC TBD [Plan-
Consolidated
Debtor]
TBD [Plan-
Consolidated
Debtor]
82-2779085 350 Ignacio Blvd., Suite 300
Novato, CA 94949

62