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Full title: Motion to Approve Document Debtors Motion for Order (A) Approving Bid Procedures for the Portfolio Sale of Certain Real and Personal Property Assets; (B) Approving Related Notice Procedures; (C) Authorizing Debtors to Enter Into Stalking Horse Agreement and Approving Break-Up Fee; (D) Scheduling a Sale Hearing; and (E) Granting Certain Related Relief Filed by Debtor Professional Financial Investors, Inc. (Attachments: # 1 Declaration of Gregory Gotthardt in support thereof) (Marum, J.) (Entered: 06/28/2021)

Document posted on Jun 27, 2021 in the bankruptcy, 40 pages and 0 tables.

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Within one (1) week after the entry of the Bid Procedures Order, the Debtors (or their 5 agents) shall give notice of the Auction and the Sale by serving a notice in substantially the form 6 appended hereto as Exhibit B (the “Bid Procedures, Auction, and Sale Notice”) by first-class 7 mail, postage prepaid, upon all creditors and parties in interest in the Debtors’ Bankruptcy Cases 8 and potential interested bidders identified by the Debtors (the “Bid Procedures Notice Parties”), 9 provided, however, that if the Stalking Horse Bidder completes its diligence prior to August 16, 10 2021, the Debtors will advance the proposed timeline for the proposed Sale, including the 11 Auction, Bid Deadline, and Sale Hearing, and file and serve on the Bid Procedures Notice Parties 12 an amended notice of Bid Procedures, Auction, and Sale Hearing within two (2) business days of 13 their receipt of notice that the Stalking Horse Bidder has completed its diligence. Following the Sale Hearing, if the 3 Successful Bidder fails to consummate the approved Sale because of a breach or failure to perfor4 on the part of such Successful Bidder, the Back-Up Bidder will be deemed to be the new 5 Successful Bidder, and the Debtors will be authorized to consummate the Sale with the Back-Up 6 Bidder without further order of the Court.By this Motion, the Debtors seek entry of the Bid Procedures Order, substantially in the 13 form attached hereto as Exhibit A: (a) approving the Bid Procedures attached as Exhibit 1 to the 14 proposed Bid Procedures Order in connection with the Sale; (b) approving the proposed notice 15 procedures with respect to the Bid Procedures, Auction, and Sale; (c) authorizing each of the 16 Debtors, including, without limitation 28 LLC and PFI Glenwood, subject to the Court’s granting 17 of the Motion for Amended Order, through PFI, to enter into the Stalking Horse APA 18 notwithstanding the need for any Debtor to obtain any third-party consent or authorization to do s19 and approving the Break-up Fee and Expense Reimbursement described in the Stalking Horse 20 APA; (d) scheduling the Sale Hearing; and (e) granting such other relief that the Court deems just21 and necessary.Following the Sale Hearing, if the Successful Bidder fails to consummate th23 approved Sale because of a breach or failure to perform on the part of such Successful Bidder, the24 Back-Up Bidder will be deemed to be the new Successful Bidder, and the Debtors will be 25 26 27 1 authorized to consummate the Sale with the Back-Up Bidder at the Back-Up Bid4 without further 2 order of the Court. 14 PLEASE TAKE FURTHER NOTICE that, on June [•], 2021, the Debtors filed a motio15 (the “Bid Procedures Motion”) with the Court seeking, among other things, (a) an order (the “Bid16 Procedures Order”) (i) authorizing and approving the proposed bidding procedures to be used (the17 “Bid Procedures”) in connection with the portfolio sale (the “Sale”) of the Debtors’ Property; (ii) 18 approving the B

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1 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP A Limited Liability Partnership 2 Including Professional Corporations ORI KATZ, Cal. Bar No. 209561 3 J. BARRETT MARUM, Cal. Bar No. 228628 JEANNIE KIM, Cal. Bar No. 270713 4 MATT KLINGER, Cal. Bar No. 307362 Four Embarcadero Center, 17th Floor 5 San Francisco, California 94111-4109 Telephone: 415.434.9100 6 Facsimile: 415.434.3947 Email: okatz@sheppardmullin.com 7 bmarum@sheppardmullin.com jekim@sheppardmullin.com 8 mklinger@sheppardmullin.com Counsel for the Debtors 9 TRODELLA & LAPPING LLP 10 RICHARD A. LAPPING, Cal. Bar No. 107496 540 Pacific Avenue 11 San Francisco, CA 94133 Telephone: (415) 399-1015 12 Facsimile: (415) 651-9004 Email: Rich@TrodellaLapping.com 13 Conflicts Counsel for the Debtors and Counsel for Professional Investors 28, LLC and PFI Glenwood, LLC 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA , SAN FRANCISCO DIVISION 16 In re Case No. 20-30604 (Jointly Administered) 17 PROFESSIONAL FINANCIAL Chapter 11 INVESTORS, INC., et al., 18 DEBTORS’ MOTION FOR ORDER (A) APPROVING BID PROCEDURES FOR THE Debtors. 19 PORTFOLIO SALE OF CERTAIN REAL AN PERSONAL PROPERTY ASSETS; (B) 20 APPROVING RELATED NOTICE PROCEDURES; (C) AUTHORIZING DEBTO 21 TO ENTER INTO STALKING HORSE AGREEMENT AND APPROVING BREAK-UP 22 FEE; (D) SCHEDULING A SALE HEARING; AND (E) GRANTING CERTAIN RELATED 23 RELIEF Declaration of Gregory Gotthardt in Support Filed 24 Concurrently Herewith Hearing Requested on Shortened Time for: 25 Date: July 9, 2021 Time: 10:00 a.m. 26 Place: Telephonic/Video Appearances Only 450 Golden Gate Avenue, 16th Floor 27 Courtroom 19 San Francisco, CA 94102

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1 I. 2 INTRODUCTION 3 The Debtors1 in these jointly administered cases (the “Bankruptcy Cases”) hereby move 4 (the “Motion”) the Court for an order, in the form attached hereto as Exhibit A (the “Bid 5 Procedures Order”), (a) establishing bid and sale procedures outlined on Exhibit 1 to the Bid 6 Procedures Order (the “Bid Procedures”) with regard to the proposed portfolio sale (the “Sale”) o7 certain of the Debtors’ real and personal property assets (collectively, the “Property”); (b) 8 approving the proposed notice procedures with respect to the Bid Procedures, Auction, and Sale 9 (defined herein); (c) authorizing each of the Debtors, including without limitation Professional 10 Investors 28, LLC (“28 LLC”) and PFI Glenwood, LLC (“PFI Glenwood”), through PFI to enter 11 into the Stalking Horse APA (defined herein) notwithstanding the need for any Debtor to obtain 12 any third-party consent or authorization to do so and approving certain customary bid protections 13 for Hamilton Zanze & Company as the proposed “Stalking Horse Bidder” (or “Hamilton Zanze”);14 (d) scheduling a hearing to approve the Sale at auction (the “Auction”); and (e) granting certain 15 related relief. 16 The Debtors have been marketing the Property and have agreed to enter into an agreement17 with the Stalking Horse Bidder (the “Stalking Horse APA”) attached as Exhibit A to the 18 Declaration of Gregory Gotthardt (the “Gotthardt Declaration”), subject to Court approval. As 19 described more fully below, the Stalking Horse Bidder, along with its commercial property 20 owning affiliate, Graham Street Realty (“Graham Street”) specializes in the acquisition, asset 21 management, and hands-on operation of apartment communities and commercial properties in its 22 target markets nationally. Hamilton Zanze and Graham Street, together with their affiliates, 23 provide a fully integrated ownership, asset management, property management, financial reportin24 and back-office infrastructure with an extensive background in finance, operations, leasing, and 25 1 “Debtors” means, collectively, Professional Financial Investors, Inc. (“PFI”), Professional 26 Investors Security Fund, Inc. (“PISF”), the affiliated debtors in the above-captioned jointly administered chapter 11 case, and, subject to Court approval of the Debtors’ Motion to Amend 27 Order Granting Substantive Consolidation of Non-Debtor Affiliates Professional Investors 28, LLC And PFI Glenwood, LLC With Debtors (the “Motion for Amended Order”), 28 LLC and PFI

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1 acquisition of apartment and commercial properties. Under the terms of the Stalking Horse APA,2 the Stalking Horse Bidder has agreed, among other things, to pay Four Hundred Thirty-Four 3 Million Dollars ($434,000,000.00), plus the value of Assumed Obligations (as defined in the 4 Stalking Horse APA) for the Property, subject to overbid and Court approval at a separate hearing5 to approve the Sale (the “Sale Hearing”). As set forth herein, the Debtors anticipate filing a 6 separate motion to approve the Sale (the “Sale Motion”) in furtherance of the confirmed Second 7 Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated 8 Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported 9 by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (the 10 “Plan”).2 11 Pursuant to the Bid Procedures proposed by this Motion, interested bidders of the Propert12 will be able to participate in the Auction to purchase the Property, provided such bidders submit a13 “Qualified Competing Bid” as described herein. The bid by any such interested purchaser must 14 provide for consideration that consists of cash or cash-equivalent funds in an amount that exceeds15 Four Hundred Forty-Two Million, Six Hundred Eighty Thousand Dollars ($442,680,000.00), plus16 the value of Assumed Obligations and otherwise meet the financing and other requirements set 17 forth in this Motion to be a “Qualified Competing Bid.” 18 This Motion is made pursuant to sections 105, 363 and 365 of title 11 of the United States 19 Code (the “Bankruptcy Code”), and Federal Rules of Bankruptcy Procedure (the “Bankruptcy 20 Rules”) 6004 and 6006. The Debtors respectfully request that the Court approve the Bid 21 Procedures described in greater detail below in connection with the contemplated Auction and 22 Sale of the Property. Further, this Motion is based on the discussion below, the supporting 23 Gotthardt Declaration filed concurrently herewith, the notice of this Motion, all other relevant 24 25 2 On June 9, 2021, the Court entered the Order Finally Approving Amended Disclosure Statement26 And Confirming Second Amended Joint Chapter 11 Plan Of Professional Financial Investors, IncAnd Its Affiliated Debtors Proposed By The Debtors And Official Committee Of Unsecured 27 Creditors And Supported By The Ad Hoc LLC Members Committee And The Ad Hoc Dot Noteholders Committee (Dated May 20, 2021) as Docket No. 678.

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1 papers of record in this case, and any evidence or argument that may be presented to the Court 2 prior to or at the hearing on the Motion. 3 In support of the Motion, the Debtors respectfully represent as follows: 4 II. 5 FACTUAL BACKGROUND 6 A. Background of the Debtors’ Bankruptcy 7 The Debtors incorporate herein by this reference the summary of the events, including 8 fraud by the Debtors’ former management, that culminated in the entry of orders for relief in each9 of the Debtors’ respective bankruptcy cases, whether voluntarily or by consent, as set forth in the 10 numerous pleadings and papers previously filed in these cases, including, but not limited to, the 11 Amended Disclosure Statement for the Amended Joint Chapter 11 Plan of Professional Financial 12 Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official Committee of 13 Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc 14 DOT Noteholders Committee filed with the Court on April 16, 2021, as Docket No. 572 (the 15 “Disclosure Statement”). As set forth in the Disclosure Statement, on August 19, 2020, the Offic16 of the United States Trustee appointed the Official Committee of Unsecured Creditors (“Official 17 Committee”). Meanwhile, certain parties claiming membership interests in limited liability 18 companies formed and controlled by PFI are represented by an ad hoc committee of LLC 19 members while certain lenders to the Debtors claiming liens secured by deeds of trust on property20 owned by one of the Debtors have also formed into an ad hoc committee of DOT holders. 21 B. Background Regarding the Property 22 The “Property,” as more fully described in section 1.1 of the Stalking Horse APA, include23 (1) Real Property (as defined in the Stalking Horse APA) consisting of (a) 60 fee interests3 in 24 commercial and multifamily residential real properties as more particularly described on Exhibit 25 A-1 to the Stalking Horse APA (as defined in the Stalking Horse APA, the “Land”); and (b) the 26 3 As described more fully below, there are six Real Properties in which the Debtors own only a tenant-in-common interest in the respective Real Properties. Pursuant to the Stalking Horse APA,27 the Debtors shall use commercially reasonable efforts to deliver the entire fee to these Real Properties to the Stalking Horse Bidder.

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1 Improvements (as defined in the Stalking Horse APA) to the Land in the form of buildings, 2 structures, improvements, and fixtures that the Debtors own and that are located on the Land; 3 (2) tangible personal property used by the Debtors in the operation and management of the Real 4 Property (the “Business”), including, but not limited to, the Debtors’ books and records related to 5 the Real Property, all removable furnishings at each of (x) the Real Properties, and (y) PFI’s 6 corporate headquarters located at 350 Ignacio Blvd, Suite 100 (“PFI HQ”) including, without 7 exception, artwork, furniture, equipment, and inventory located at the PFI HQ, Debtors’ 8 maintenance shops (whether any such maintenance shop is located at the PFI HQ or elsewhere), 9 and in the common areas of each Real Property (collectively, “Common Areas”), (iii) other 10 equipment (including, information technology equipment), tools, machinery, inventory used in th11 Business whether located at the PFI HQ, the Common Areas, or elsewhere on each of the Real 12 Properties, (iv) vehicles, and (v) leasehold improvements (collectively, “Personal Property”), 13 (3) certain intellectual and intangible property (collectively, “Intellectual Property”);4 and 14 (4) certain Leases and Contracts (each as defined in the Stalking Horse APA and referenced herei15 as the “Executory Contracts and Leases”) that the Stalking Horse Bidder may elect to have the 16 Debtors assume and assign to the Stalking Horse Bidder (“Purchased Contracts and Leases”). 17 Notwithstanding the foregoing, the Property shall not include any of the Debtors’ right, 18 title, or interest in or to the following (collectively, the “Excluded Assets”): (i) any lump sum or 19 upfront payments paid to or earned by the Debtors or their predecessors under any of the 20 Executory Contracts and Leases that are not assumed and assigned to Stalking Horse Bidder, (ii) 21 any unearned insurance premiums, (iii) any insurance policies or insurance contracts owned or 22 held by the Debtors and their affiliates in connection with the Property prior to the Closing Date, 23 (iv) any and all deposits, cash and other accounts owned or held by the Debtors and their affiliate24 except for any unapplied refundable tenant security deposits, (v) Executory Contracts and Leases 25 4 The Stalking Horse APA provides for the sale of all of the Debtors’ Intellectual Property, including the contact information for their investors. The Stalking Horse Bidder, in consultation 26 with the Debtors, may contact investors regarding the Property and the potential for investing in the Property related to the Sale. The Debtors, in consultation with the Stalking Horse Bidder and 27 the Official Committee, will file a motion requesting approval of a procedure whereby investors are allowed to opt out of having their personal identifiable information shared.

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1 that are not assumed by and assigned to the Stalking Horse Bidder, (vi) any and all claims, 2 demands, lawsuits, legal proceedings, awards, judgments, or settlement amounts related to or 3 arising from the Debtors’ purchase of the Real Property from the prior owner(s), the Debtors’ 4 prepetition management team, or other third parties, excluding, however, Environmental Claims 5 (as defined in the Stalking Horse APA), and personal property included on Exhibit A-3 of the 6 Stalking Horse APA. 7 C. Marketing of the Property 8 The filing of the Debtors’ bankruptcy cases has generated significant interest from 9 potential buyers. Indeed, potential purchasers began contacting the Debtors shortly after the case10 were filed in 2020. Following Mr. Hinkelman’s retention as the Debtors’ Chief Restructuring 11 Officer (“CRO”) in early 2021, the Debtors informed potential purchasers and industry contacts 12 that they were exploring the sale of the Debtors’ portfolio of properties. Interested bidders were 13 invited to access a data room that the Debtors set up regarding their properties to formulate offers. 14 At the time of the Debtors’ selection of Hamilton Zanze as the Stalking Horse Bidder, 15 approximately thirty-six (36) interested parties signed confidentiality/non-disclosure agreements 16 (each a “Confidentiality Agreement”) to obtain access to the data room. 17 As a result of these efforts, the Debtors received numerous expressions of interest, 18 including five (5) offers for the Debtors’ entire portfolio; three (3) offers for the Debtors’ 19 residential portfolio; one (1) offer for the Debtors’ commercial portfolio; and more than seventee20 (17) offers for individual or groups of the Debtors’ properties. Three (3) potential purchasers 21 emerged from this process as potential lead bidders, and the Debtors negotiated with them 22 extensively before selecting the Stalking Horse Bidder. 23 The Debtors have continued to market the Property and, subsequent to the Debtors’ 24 selection of Hamilton Zanze as the Stalking Horse Bidder, additional interested parties have 25 executed Confidentiality Agreements to conduct diligence regarding the Property and even more 26 additional parties continue to contact the Debtors requesting access to diligence materials 27 regarding the Property.

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1 D. Proposed Sale 2 To effectuate the Plan, the Debtors intend to monetize all of their real and personal 3 property assets for the benefit of their creditors. In furtherance of the Debtors’ goals under the 4 Plan, the Debtors have determined in their business judgment that a sale of the Property, subject t5 overbid at an auction sale, will maximize the value of the Property. The Debtors have reached thi6 conclusion in large part based on discussions with their financial advisors, the operating and cash 7 flow characteristics of the Debtor entities, the current market trends with respect to real property 8 valuations in Northern California (where the Property is located) and the efforts over many month9 to market portions of the Debtors’ real property portfolio. 10 III. 11 THE PROPOSED BIDDING PROCEDURES 12 A. The Stalking Horse Bidder 13 Founded in 2001 in the Presidio of San Francisco by Mark Hamilton and Tony Zanze, 14 Hamilton Zanze focuses on multifamily investments by specializing in the pursuit, acquisition, 15 and hands-on operation of apartment communities in its target markets. By seeking opportunities16 especially where it can improve performance, Hamilton Zanze generates distributable cash flow, 17 protects investor principal, and achieves appreciation. Hamilton Zanze has deep experience in all18 phases of the multifamily investment lifecycle – from acquisitions, dispositions, and financing, to19 operations, asset management, property management, risk management, and construction 20 management. Hamilton Zanze acquired its first multifamily investment properties in and around 21 the San Francisco Bay Area, and currently owns properties across the Pacific Northwest, 22 Mountain states, lower Midwest, Texas, Georgia, Virginia, and Maryland. 23 In 2007, the principals of Hamilton Zanze founded Graham Street to focus on the 24 acquisition and operation of commercial property assets. Graham Street currently owns over 1.1 25 million square feet of commercial office and industrial properties in Northern California, 26 Colorado, and Washington, and, if the Debtors sell the Property to Hamilton Zanze, will be 27 responsible for operating the commercial assets of the portfolio. Hamilton Zanze also intends tha

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1 Zanze also own, will provide property management services to the entire portfolio. Paramount 2 currently manages 3.5 million square feet of commercial and industrial property in Northern 3 California, Colorado and Washington for Graham Street and other clients, with 2.7 million square4 feet under management in Northern California alone. 5 Simply put, the breadth and depth of Hamilton Zanze, Graham Street, and Paramount 6 across real estate disciplines – combined with the locations of each of their home offices in the 7 San Francisco Bay Area – make the vertically-integrated Hamilton Zanze family of companies 8 well-qualified to purchase and operate Property. 9 B. The Stalking Horse Bid 10 The Stalking Horse Bidder’s purchase price for the Property, subject to overbid as 11 described below, consists of (1) cash in the amount of Four Hundred Thirty-Four Million Dollars 12 ($434,000,000.00), comprised of: (a) Twenty-Five Million Dollars ($25,000,000.00)5 to be held 13 in escrow as the “Auction Deposit”; and (b) Four Hundred Nine Million Dollars 14 ($409,000,000.00) to be delivered to the Escrow Holder (as defined in the Stalking Horse APA) if15 the Stalking Horse Bidder is approved by the Court as the Successful Bidder (defined herein) on 16 the Closing Date, and (2) the aggregate amount of: (a) cure costs, if any, associated with any 17 Executory Leases and Contracts that the Stalking Horse Bidder determines to require the Debtors 18 to assume and assign to it under section 365 of the Bankruptcy Code; (b) assumed Post-Petition 19 Liabilities associated with the Post-Petition Construction Contract (each as defined in the Stalking20 Horse APA); and (c) accrued vacation and paid time off (collectively, “PTO”) due and owing by 21 the Debtors to certain Hired Employees (as defined in the Stalking Horse APA) (amounts in (a), 22 (b) and (c) are referred to as “Assumed Obligations”), provided however, that the ultimate 23 purchase price for the Property shall be reduced by the Allocated Purchase Price attributable to 24 25 5 The Opening Escrow Deposit is $5 million, which deposit amount will be increased in 26 connection with the extension, if any, of the initial Contingency Date to August 16, 2021 and uposuch date to $10 million, provided the Stalking Horse Bidder does not elect to terminate the 27 Agreement, and thereafter the deposit amount will be increased to $25 million after receiving notice from the Debtors that there is a Qualified Competing Bid and the Auction is going forward

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1 any Excluded Unsigned Properties (as defined in the Stalking Horse APA and herein) and certain 2 other items as described in the Stalking Horse APA (collectively, “Purchase Price”). 3 C. The TIC Properties 4 One or more of the Debtors own a tenant-in-common interest in the following properties 5 identified by their common address: (i) 16914 Sonoma Highway, Sonoma, CA; (ii) 19 Merrydale 6 Road, San Rafael, CA; (iii) 109 Professional Center Parkway, San Rafael, CA; (iv) 100 Sycamore 7 Avenue, San Anselmo, CA; (v) 240 Tamal Vista, Corte Madera, CA; and (vi) 1441 Casa Buena 8 Drive, Corte Madera, CA (individually, “TIC Property, collectively, “TIC Properties”). With 9 respect to these TIC Properties, the Debtors and the Stalking Horse Bidder have agreed to allocate10 the Purchase Price (the “Allocated Purchase Price”) so that the amount of consideration flowing 11 from the sale of a particular TIC Property is known and disclosed in a separate side letter execute12 in connection with the Stalking Horse APA. 13 As provided in the Stalking Horse APA, the Debtors shall use commercially reasonable 14 efforts to deliver an executed stipulation from each of the other tenants-in-common of the TIC 15 Properties (“TIC Owner”), which, in part, shall provide that a respective TIC Owner approves the16 sale of their tenant-in-common interest in their respective Real Property and that such TIC Owner17 will deliver the applicable grant deed and any other document that the Escrow Holder requests to 18 transfer the TIC Owner’s interest in the TIC Property (collectively, “TIC Documents”) to the 19 Stalking Horse Bidder or Successful Bidder, as applicable, at Closing. At Closing, the Debtors 20 intend to deliver to the Stalking Horse Bidder, the TIC Documents to those TIC Properties where 21 the TIC Owners have consented to the Sale. If necessary, the Debtors will initiate adversary 22 proceedings against TIC Owners that refuse to give their consent to the Debtors’ proposed sale of23 their respective interest in a TIC Property. If the Debtors are unable to obtain consensually 24 executed TIC Documents with respect to a TIC Property even after commencing litigation or are 25 unable to obtain a judgment by the Closing Date, at the election of the Stalking Horse Bidder, suc26 property may be excluded from the sale (“Excluded Unsigned Properties”), which will result in a 27

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1 Purchase Price reduction in the amount of the Allocated Purchase Price attributable to such 2 property.6 3 D. Break-Up Fee and Expense Reimbursement 4 Additionally, the Stalking Horse APA provides that the Stalking Horse Bidder will be 5 entitled to a break-up and expense reimbursement fee in the amount of Six Million, Sixty Hundre 6 Eighty Thousand Dollars ($6,680,000.00) (the “Break-Up Fee and Expense Reimbursement”) if 7 (1) the Stalking Horse Bidder is not the Successful Bidder (defined herein) or (2) the Debtors 8 default under the Stalking Horse APA. The Break-up Fee and Expense Reimbursement will be 9 paid solely from (i) the proceeds of the sale to the Successful Bidder, including its Good Faith 10 Deposit (as defined below), (ii) from the Successful Bidder’s or other bidder’s forfeited Good 11 Faith Deposit, or (iii) the proceeds of any subsequent sale of the Property, or part thereof, by the 12 Debtors to any other party or parties, and shall have priority as an administrative expense under 13 sections 503(b) and 507(a) of the Bankruptcy Code. The Break-up Fee and Expense 14 Reimbursement, at approximately 1.5% of the proposed Purchase Price under the Stalking Horse 15 APA, is a very reasonable amount to compensate the Stalking Horse Bidder for its legal, 16 accounting, and other professional fees incurred in connection with the proposed sale if it is not 17 the Successful Bidder or the Debtors default. This is especially the case given that the Stalking 18 Horse has agreed to deliver certain non-privileged materials it obtains from third-party consultant19 in connection with its due diligence process (“Non-privileged Materials”) to the Debtors for 20 posting in the data room so other Potential Bidders (as defined below) have access to the material. 21 E. Proposed Timeline for Solicitation of Bids 22 The Debtors have been marketing the Property for many months. The marketing process 23 has been robust and given the current real estate market in Northern California, the Debtors have 24 received a substantial number of inquiries for the purchase and sale of some or all of the Property. 25 The Debtors believe, in their business judgment that it is critical to close on the Sale of the 26 Properties expeditiously to maximize value as well as the return to their creditors. In light of thes 27 6 The Stalking Horse Bidder also has the option under this circumstance to acquire just the Debtors’ ownership interest and consenting TIC Owners’ interest in such real property.

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1 exigencies, the Debtors propose the following timeline for the solicitation of bids, the Auction 2 (defined herein), and the Sale Hearing, which timeline is premised on the Stalking Horse Bidder 3 completing its diligence on August 16, 2021. In the event that the Stalking Horse Bidder 4 completes its diligence prior to August 16, 2021, the Debtors request authority to advance the 5 dates reflected in the below timeline (with the exception of the Bid Procedures Objection Deadlin6 and the Bid Procedures Hearing) to be consistent with the below pacing, with any necessary 7 adjustments to ensure that a date does not fall on a holiday or weekend. To the extent necessary, 8 the Debtors will file and serve an amended notice of Bid Procedures, Auction, and Sale Hearing 9 within two (2) business days of their receipt of notice that the Stalking Horse Bidder has 10 completed its diligence. 11 Event Date 12 Bid Procedures Objection Deadline July 8, 2021 13 Bid Procedures Hearing July 9, 2021, or as soon thereafter as is convenient to the Court 14 Service of Sale Motion and Cure Notice August 17, 2021 15 Sale and Cure Objection Deadline September 1, 2021 16 Bid Deadline September 7, 2021, at 5:00 p.m. (PT) 17 Notice of Qualified Competing Bid and September 9, 2021, at 11:00 a.m. (PT) Auction 18 Auction September 13, 2021, at 11:00 a.m. (PT) 19 Adequate Assurance Objection Deadline September 15, 2021 20 Sale Hearing September 15, 2021, or as soon thereafter as 21 is convenient to the Court 22 23 F. Participation Requirements 24 As described above, a Qualified Competing Bid must exceed Four Hundred Forty-Two 25 Million Six Hundred Eighty Thousand Dollars ($442,680,000.00), plus the value of Assumed 26 Obligations and otherwise meet the financing and other requirements set forth below. Any perso27 desiring to bid for the Property (a “Potential Bidder”) at the Auction will be required to deliver, oor before 5:00 p.m. PST at least four (4) business days before the date of the Auction (the “Bid

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1 Deadline”), the following in addition to the other materials required hereby (collectively, the 2 “Participation Requirements”): 3 1. An executed Confidentiality Agreement substantially similar form to that attached 4 to the Gotthardt Declaration as Exhibit B; 5 2. Proof that the Potential Bidder has available funds sufficient to consummate the 6 Sale satisfactory to the Debtors, including if requested by the Debtors, supporting 7 documents such as bank statements, to support the representation; 8 3. A representation that the Potential Bidder is duly authorized to submit the bid and 9 close the transaction and has already obtained all necessary approvals (e.g., board 10 approvals), plus, if requested by the Debtors, supporting documents satisfactory to 11 the Debtors in their reasonable discretion; 12 4. A deposit of Twenty-Five Million Dollars ($25,000,000.00) in immediately 13 available funds (the “Good Faith Deposit”); 14 5. An executed asset purchase agreement (“APA”) substantially in the form of the 15 Stalking Horse APA attached as Exhibit A to the Gotthardt Declaration, marked to16 show any changes from the Stalking Horse APA, which shall provide, among othe17 things, (i) no contingencies to closing the transaction, including, without limitation18 financing, inspection, and due diligence contingencies, and (ii) a closing to occur 19 by no later than the “Closing Date,” which date shall be fifteen (15) days after the 20 entry of the order approving the Sale (the “Sale Order”). Any marked APA 21 submitted by a Potential Bidder must provide a price allocation for TIC Properties22 to which the Stalking Horse Bidder has provided price allocations so that the 23 Debtors may properly evaluate the Qualified Competing Bids. Potential Bidders 24 shall also provide Debtors with a side letter with respect to price allocaton for all 25 other Real Properties for purposes of paragraphs 3.3.1, 6.1.4, 6.1.5, and 17.1 of the26 Stalking Horse APA; 27 6. A commitment to serve as the “Back-up Bidder,” or to commit to purchasing the

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1 Bidder fails to close the Sale on or before fifteen (15) days following the entry of 2 the Sale Order, in which case the Debtors must close the Sale with the Back-up 3 Bidder not later than ten (10) days after the Sale to the Successor Bidder does not 4 close. 5 Additionally, any Potential Bidder must demonstrate to the Debtors’ satisfaction the 6 financial capability to timely consummate the Sale. Also, a Qualified Competing Bid must be 7 irrevocable, must waive substantial contribution claims, not seek any break-up fees or expense 8 reimbursement, and must consent to the jurisdiction of the Bankruptcy Court to resolve all 9 disputes. In addition, Potential Bidders must identify with particularity (i) which Executory 10 Contracts and Leases the Potential Bidder would assume and provide in detail the Potential 11 Bidder’s proposal for cure amounts and adequate assurance of future performance with respect to 12 such Executory Contracts and Leases, (ii) the Hired Employees with respect to quantifying the 13 aggregate amount of PTO that will be part of Assumed Obligations, and (iii) the Post-Petition 14 Liabilities associated with the Post-Petition Construction Contracts that will be assumed. A 15 Potential Bidder that meets each of the foregoing requirements to the Debtors’ satisfaction, after 16 consultation with the Official Committee, shall be deemed a “Qualified Bidder.” In accordance 17 with the Stalking Horse APA, Hamilton Zanze (the Stalking Horse Bidder) shall be deemed to be 18 a Qualified Bidder upon delivery of the Auction Deposit. 19 G. Due Diligence 20 Subject to the execution of a Confidentiality Agreement, the Debtors will provide any 21 Potential Bidder access to all due diligence materials in the data room, including the Non-22 privileged Materials delivered by Stalking Horse Bidder to the Debtors as they are received. Afte23 the Contingency Date, the Debtors also may provide any Potential Bidders additional due 24 diligence access to the Real Property. However, additional due diligence material will not be 25 provided after the Auction, nor will any due diligence contingency provision be permitted as part 26 of any Qualified Competing Bid. 27 Interested parties requesting information about the qualification process, and Qualified

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1 Gotthardt or Sofi Daar, each of FTI Consulting, Inc. at: greg.gotthardt@fticonsulting.com, 2 213-452-6323 or sofi.daar@fticonsulting.com, 213-452-6077. 3 H. Proposed Sale Notice Procedures 4 Within one (1) week after the entry of the Bid Procedures Order, the Debtors (or their 5 agents) shall give notice of the Auction and the Sale by serving a notice in substantially the form 6 appended hereto as Exhibit B (the “Bid Procedures, Auction, and Sale Notice”) by first-class 7 mail, postage prepaid, upon all creditors and parties in interest in the Debtors’ Bankruptcy Cases 8 and potential interested bidders identified by the Debtors (the “Bid Procedures Notice Parties”), 9 provided, however, that if the Stalking Horse Bidder completes its diligence prior to August 16, 10 2021, the Debtors will advance the proposed timeline for the proposed Sale, including the 11 Auction, Bid Deadline, and Sale Hearing, and file and serve on the Bid Procedures Notice Parties 12 an amended notice of Bid Procedures, Auction, and Sale Hearing within two (2) business days of 13 their receipt of notice that the Stalking Horse Bidder has completed its diligence. Further, the 14 Debtors shall give notice of the Sale Hearing concurrently with the filing of the Sale Motion. 15 I. Auction Participation 16 Unless otherwise agreed to by the Debtors, the Official Committee and the Stalking Horse17 Bidder, the only parties eligible to attend and participate in the Auction will be Qualified Bidders,18 the Debtors, the Official Committee, the Stalking Horse Bidder, their respective counsel, and thei19 respective legal or financial professionals. 20 J. Auction 21 The Debtors’ counsel or CRO will conduct the Auction for the sale of the Property. Each 22 Qualified Bidder participating at the Auction will be required to confirm that it has not engaged in23 any collusion with respect to the bidding or the Sale. 24 The Auction shall take place on September 13, 2021, at 11:00 a.m. at FTI Consulting’s Sa25 Francisco Office located at 50 California Street, Suite 1900, provided that conducting the Auction26 in person will fully comply with local health orders. The Debtors reserve the right to conduct the 27 Auction via videoconference should they determine in their sole and absolute discretion that an

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1 Qualified Bidders (including the Stalking Horse Bidder) will be permitted to bid. Qualified 2 Bidders may participate in person or by authorized representative. The Auction shall be 3 conducted pursuant to the procedures set forth below. 4 K. Auction Procedures 5 The Auction procedures are as follows: 6 1. All Qualified Bidders desiring to participate in the Auction must submit written 7 initial bids to the Debtors’ CRO as described above which, in part, shall include an8 initial bid in an amount that is no less than Four Hundred Forty-Two Million Six 9 Hundred Eighty Thousand Dollars ($442,680,000.00) plus Assumed Liabilities (as10 defined in the Stalking Horse APA) or at least Eight Million Six Hundred Eighty 11 Thousand Dollars ($8,680,000.00) greater than the amount of the Purchase Price o12 the Stalking Horse Bidder, by no later than 5:00 p.m. PST four (4) business days 13 before the Auction. A Qualified Competing Bid must be for the entirety of the 14 Property. 15 2. At the Auction, the Debtors will provide all Qualified Bidders with a bid sheet 16 showing the Purchase Price of the Stalking Horse Bidder and the amounts of the 17 initial bids and the identity of the Qualified Bidders. The bid sheet will identify th18 highest of the initial bids of the Qualified Bidders (“Baseline Bid”). 19 3. Following circulation of the bid sheet, bidding will commence in Five Hundred 20 Thousand ($500,000.00) increments for the first round of bidding above the 21 Baseline Bid and, for each round thereafter, in Two Million Dollar ($2,000,000.0022 increments. All bids must be supported by proof of immediately available funds 23 sufficient to pay the bid amount satisfactory to the Debtors in their sole and 24 absolute discretion. 25 4. The highest and best bid submitted at the Auction will win (the “Successful Bid”). 26 The Qualified Bidder submitting such Successful Bid shall become the “Successfu27 Bidder,” and shall have such rights and responsibilities of a purchaser, as set forth

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1 in the Stalking Horse APA. The Successful Bid and the Successful Bidder are 2 subject to approval of the Court. 3 L. Acceptance of Qualified Bids 4 The Debtors intend to sell the Property to the Qualified Bidder that submits the highest an5 best bid in connection with the Auction. The Debtors’ presentation to the Court for approval of 6 any Successful Bid does not constitute the Debtors’ acceptance of such bid. The Debtors will be 7 deemed to have accepted a bid only when the Court approves such bid. 8 M. Bidding Results 9 As soon as practicable, but no later than one (1) business day after the Bid Deadline, the 10 Debtors shall alert parties submitting bids as to whether more than one Qualified Bid has been 11 received and whether the Debtors will proceed with the Auction. 12 N. Auction Results 13 As soon as practicable, but no later than one (1) business day, after the conclusion of the 14 Auction, the Debtors shall provide electronic notice of the results thereof on the docket of the 15 Debtors’ lead Bankruptcy Case. 16 O. Payment of Break-up Fee and Expense Reimbursement 17 If Hamilton Zanze is not the prevailing bidder and a final Sale Order is entered authorizin18 the Debtors to sell to a party other than Hamilton Zanze, or the Debtors’ default under the Stalkin19 Horse APA, the Break-up Fee and Expense Reimbursement owed to Hamilton Zanze as the 20 stalking horse bidder shall be an allowed administrative expense of the Debtors pursuant to 21 sections 503(b) and 507(a) of the Bankruptcy Code and be satisfied solely from: (1) the proceeds 22 of the sale to the Successful Bidder, including its Good Faith Deposit, (2) the Successful Bidder’s23 or other bidder’s forfeited Good Faith Deposit, or (3) the proceeds of any subsequent sale of the 24 Property, or part thereof, by the Debtors to any other party or parties. 25 P. Modifications 26 The Debtors, in consultation with the Official Committee, may (1) determine, which bid o27 bids, if any, constitute the highest or otherwise best offer for the Property; (2) reject, at any time

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1 inadequate or insufficient, (b) not in conformity with the requirements of the Bankruptcy Code or 2 the Bid Procedures, or (c) contrary to the best interests of the Debtors, their estates and their 3 creditors; and (3) withdraw, after consultation with the Official Committee, any motion to approv4 the consummation of the Sale if contrary to the best interests of the Debtors, their estates and thei5 creditors, except with respect to the Stalking Horse Bidder and the Stalking Horse APA. After 6 consultation with the Official Committee and agreement with Stalking Horse Bidder, the Debtors 7 may extend or alter any deadline contained in the Stalking Horse APA that will better promote th8 maximization of the value of their estates. The Bid Procedures set forth herein are for the benefit 9 of the Debtors and their estates. The Debtors may waive or modify these provisions or adopt 10 additional procedures after consultation with the Official Committee as long as such waiver or 11 modification do not conflict with the terms and requirements of the Stalking Horse APA, unless 12 agreed to by the Stalking Horse Bidder. 13 Notwithstanding the foregoing, the Debtors may not modify the Bid Procedures in a way 14 that conflicts with the requirements of the Stalking Horse APA. 15 Q. Sale Hearing 16 The Debtors will seek, after consultation with the Official Committee, entry of an order b17 the Court at the Sale Hearing to be held at least one (1) business day following the Auction, to 18 approve and authorize the Sale to the Successful Bidder or the Back-Up Bidder (defined below) o19 terms and conditions determined in accordance with the Bid Procedures. In this regard, the 20 Debtors anticipate filing the Sale Motion and giving notice of the Sale Hearing in accordance wit21 the timeline contemplated by the proposed Bid Procedures. 22 R. Back-Up Bidder and Return of Good Faith Deposit 23 As determined by the Debtors in consultation with the Official Committee, and subject to 24 Court approval, the Qualified Bidder with the next highest or otherwise best Qualified Bid 25 (including the Stalking Horse Bidder’s bid if the Stalking Horse Bidder has notified the Debtors o26 its election to serve as a Back-Up Bidder) at the Auction shall be required to serve as the Back-U27 Bidder and keep such bid (the “Back-Up Bid”) open and irrevocable until three (3) business days

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1 return to the Back-Up Bidder all of its Good Faith Deposit, less Five Million Dollars ($5,000,000)2 which amount shall serve as the “Back-Up Deposit.” Following the Sale Hearing, if the 3 Successful Bidder fails to consummate the approved Sale because of a breach or failure to perfor4 on the part of such Successful Bidder, the Back-Up Bidder will be deemed to be the new 5 Successful Bidder, and the Debtors will be authorized to consummate the Sale with the Back-Up 6 Bidder without further order of the Court. 7 Except as otherwise provided herein or in the Stalking Horse APA, Good Faith Deposits 8 shall be returned to each bidder not selected by the Debtors as the Successful Bidder or the Back- 9 Up Bidder by no later than the fifth (5th) business day following the Sale Hearing. 10 IV. 11 RELIEF REQUESTED 12 By this Motion, the Debtors seek entry of the Bid Procedures Order, substantially in the 13 form attached hereto as Exhibit A: (a) approving the Bid Procedures attached as Exhibit 1 to the 14 proposed Bid Procedures Order in connection with the Sale; (b) approving the proposed notice 15 procedures with respect to the Bid Procedures, Auction, and Sale; (c) authorizing each of the 16 Debtors, including, without limitation 28 LLC and PFI Glenwood, subject to the Court’s granting 17 of the Motion for Amended Order, through PFI, to enter into the Stalking Horse APA 18 notwithstanding the need for any Debtor to obtain any third-party consent or authorization to do s19 and approving the Break-up Fee and Expense Reimbursement described in the Stalking Horse 20 APA; (d) scheduling the Sale Hearing; and (e) granting such other relief that the Court deems just21 and necessary. 22 V. 23 AUTHORITY FOR REQUESTED RELIEF 24 A. The Bid Procedures Are Adequate and Reasonable Under the Circumstances 25 The proposed Bid Procedures serve the best interests of the Debtors’ bankruptcy estates. 26 The Bankruptcy Code provides that a debtor in possession, “after notice and a hearing, may use, 27 sell, or lease, other than in the ordinary course of business, property of the estate.” 11 U.S.C.

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1 Ninth Circuit Bankruptcy Appellate Panel has established a standard based on the debtor’s sound 2 business judgment. Under this standard, the “bankruptcy court has considerable discretion in 3 deciding whether to approve or disapprove the use of estate property by a debtor in possession, in4 the light of sound business justification.” Walter v. Sunwest Bank (In re Walter), 83 B.R. 14, 16 5 (9th Cir. 1988); see also In re Cont’l Airlines, Inc., 780 F.2d 1223, 1226 (5th Cir. 1986); In re 6 Abbotts Dairies of Pa., Inc., 788 F.2d 143 (3rd Cir. 1986); In re Lionel Corp., 722 F.2d 1063, 7 1071 (2nd Cir. 1983); In re Psychometric Sys., Inc., 367 B.R. 670, 674 (Bankr. D. Colo. 2007) 8 (collecting cases). 9 In determining whether the debtor in possession has complied with the sound business 10 judgment rule, the Court must consider whether: (a) there has been “[a]ny improper or bad 11 motive,” (b) the “price is fair and the negotiations or bidding has occurred at arm's length” and 12 (c) the sale followed “[a]dequate procedures, including proper exposure to the market and accurat13 and reasonable notice to all parties in interest.” In re Castre, 312 B.R. 426, 428 (Bankr. D. Colo. 14 2004). When applying the rule, “the bankruptcy court should presume that the debtor in 15 possession acted prudently, on an informed basis, in good faith, and in the honest belief that the 16 action taken was in the best interests of the bankruptcy estate.” Agarwal v. Pomona Valley Med. 17 Group, Inc. (In re Pomona Valley Med. Group, Inc.), 476 F.3d 665, 670 (9th Cir. 2007) 18 (considering the rule in the context of the debtor’s decision to reject a contract). In the context of 19 this rule, courts often approve overbid procedures. See, e.g., In re Crown Corp., 679 F.2d 774, 20 777 (9th Cir. 1982). 21 Of course, this Court enjoys broad powers to approve such measures. “The Court may 22 issue any order, process or judgment that is necessary or appropriate to carry out the provisions of23 [the Bankruptcy Code].” 11 U.S.C. § 105(a); In re Chinichian, 784 F.2d 1440, 1443 (9th Cir. 24 1986); accord In re Geothermal Res. Int'l, 93 F.3d 648, 651 (9th Cir. 1996); In re Lionel Corp., 25 722 F.2d 1063, 1069 (2nd Cir. 1983) (noting a bankruptcy judge’s “broad administrative power” 26 and “substantial freedom to tailor [his or her] orders” to a case at hand). 27 Here, the Bid Procedures comport with the Debtors’ sound business judgment and were

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1 ability to select the highest and best bidder at the Auction enhances and benefits the marketing 2 process by providing a motivation for Qualified Bidders to submit a Qualified Bid with a high 3 market value. Principally, the Bid Procedures permit Qualified Bidders to submit overbids. In 4 this way, the Bid Procedures embody an arm’s-length process and ensure competitive bidding 5 over the price and terms of sale. By making the Sale competitive, the Bid Procedures provide 6 proper exposure of the Property to the market. This, in turn, will maximize the sale price of the 7 Property for the benefit of all creditors and the Debtors’ estates. In addition, the Bid Procedures 8 require Prospective Bidders to deposit a sum into escrow and to reveal their financial information,9 thus ensuring that only earnest and fiscally capable buyers bid. The Bid Procedures also provide 10 reasonable notice of the sale to all parties in interest, including parties who might potentially be 11 interested in bidding at the Auction. 12 Finally, the sale of the Property as a cohesive whole is appropriate under the 13 circumstances. Selling the Property piecemeal would increase transaction costs and would likely 14 make continuing operations of the Debtors for portions of the Property potentially left behind 15 impractical. 16 B. The Break-up Fee and Expense Reimbursement Is Reasonable, Appropriate and 17 Beneficial to the Debtors’ Estates 18 Sellers of assets often employ bidding protections, such as the payment of a break-up fee, 19 to encourage the making of bids. “A ‘break-up fee’ is a fee paid to a potential acquirer of a 20 business, or certain assets, by the seller, in the event that the transaction contemplated fails to be 21 consummated and certain criteria in the purchase agreement are met.” In re Integrated Res., Inc., 22 135 B.R. 746, 750 (Bankr. S.D.N.Y. 1992); In re APP Plus, Inc., 223 B.R. 870, 874 (Bankr. 23 E.D.N.Y. 1998); In re America West Airlines, Inc., 166 B.R. 908, 910 (Bankr. D. Ariz. 1994). A 24 break-up fee is intended to compensate the potential acquirer for the fees and expenses incurred i25 connection with its efforts to complete the transaction. See In re Diamond Plus, Inc., 233 B.R. 26 829, 831 (Bankr. E.D. Ark. 1999); In re APP Plus, Inc., 223 B.R. at 874 (“Typically, the break-u27 fee covers reimbursement of the disappointed purchaser’s out-of-pocket expenses related to the

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1 and risks incurred by the disappointed purchaser.”); see also, In re O’Brien Envtl. Energy, Inc., 2 181 F.3d 527, 535 (3d Cir. 1999) (break-up fees compensate potential acquirer for the “time and 3 expense it has spent in putting together its offer if the transaction is not completed” and 4 encourages it “to do the due diligence that is prerequisite to any bid”). 5 While the Ninth Circuit has not addressed this issue, courts in this and other circuits have 6 developed three (3) main standards for evaluating the propriety of break-up fees in the context of 7 the sale of estate assets. See O’Brien, 181 F.3d at 533-35. Some courts have employed a 8 variation on the business judgment rule. In re Fifth Ave. Assocs., L.P., 96 B.R. 24 (Bankr. 9 S.D.N.Y. 1989); see also, Integrated Res., 135 B.R. at 753.7 The best-interests-of-the-estate 10 standard adopted by other courts tests “whether the interests of all concerned parties are best 11 served by such a fee.” America West Airlines, 166 B.R. at 912. Finally, declining to apply either 12 standard, the Third Circuit found instead that ex post considerations of break-up fees must be 13 made under the general administrative expense jurisprudence of section 503(b). O’Brien, 181 14 F.3d at 535. 15 The Debtors submit that, using any of the above standards, the Break-Up Fee is reasonabl16 and proper under the facts and circumstances of this case and should be approved. Among other 17 things, the Stalking Horse Bidder, in its capacity as the proposed stalking horse bidder, has 18 expended significant time and resources and incurred legal fees, and will continue to do so, in 19 completing due diligence, negotiating the Stalking Horse APA, ensuring it can satisfy all bidding 20 requirements, closing conditions and representation and warranties, and participating at the 21 Auction. Further, the Break-up Fee and Expense Reimbursement does not require any separate 22 reimbursement of the Stalking Horse Bidder’s actual out-of-pocket costs incurred in connection 23 with the proposed transaction but is a single, fixed amount. Additionally, and unlike any other 24 sale in which Debtors’ counsel has been involved, the Stalking Horse Bidder has agreed to mak25 Non-privileged Material available to the Debtors for posting in the data room for use by 26 27 7 Courts adopting this standard consider whether the proposed break-up fee: (i) was tainted by self-dealing; (ii) chilled rather than encouraged bidding; and (iii) was reasonable relative to the

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1 competing bidders. Moreover, in negotiating the terms of the Break-up Fee and Expense 2 Reimbursement, the Debtors have exercised their business judgment and reasonably concluded 3 that such Break-up Fee and Expense Reimbursement is necessary to complete the contemplated 4 transaction. The Debtors and the Stalking Horse Bidder’s negotiations have been conducted at 5 arm’s-length and are devoid of any bad faith or unfair dealing. The Break-up Fee and Expense 6 Reimbursement is not the result of any improper leverage exerted by Stalking Horse Bidder. 7 In addition, given the total amount of the Opening Bid, the Debtors do not believe that the8 amount of the Break-up Fee and Expense Reimbursement is so substantial as to chill other 9 potential bidders from submitting competing bids. Rather, the amount of the Break-up Fee and 10 Expense Reimbursement is reasonable compared to the Purchase Price and will only be paid if th11 Stalking Horse Bidder has been outbid at the Auction or the Debtors default under the Stalking 12 Horse APA. Moreover, it is important to note that of the multiple offers the Debtors received 13 from potential stalking horse bidders, Hamilton Zanze was the only bid that did not require a 14 separate expense reimbursement and break-up fee as required stalking horse bid protections, and 15 Hamilton Zanze was the only bidder that agreed to share its Non-privileged Material with other 16 Potential Bidders. 17 Further, the Break-up Fee and Expense Reimbursement is likely to encourage competitive18 bidding, in that the Debtor believes the Stalking Horse Bidder likely would not have negotiated 19 and executed the Stalking Horse APA without the Break-up Fee and Expense Reimbursement, an20 the Stalking Horse Bidder certainly would not have agreed to make its Non-privileged Materials 21 available to competing bidders absent the Break-up Fee and Expense Reimbursement. The break22 up fee thus likely will “induc[e] a bid that otherwise would not have been made and without whic23 bidding would [be] limited.” Id. at 537. Similarly, the Stalking Horse Bidder’s offer would 24 provide a minimum bid on which other bidders can rely, thereby “increasing the likelihood that 25 the price at which the [assets will be] sold will reflect [their] true worth.” Id. 26 C. The Break-up Fee and Expense Reimbursement Should be Approved as a Use of the 27 Estates’ Assets Outside the Ordinary Course of Business

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1 Under section 363(b) of the Bankruptcy Code, the Debtors are permitted to use property o2 the estate outside the ordinary course of business after notice and a hearing. Here, the Debtors an3 the Stalking Horse Bidder have agreed on the Break-up Fee and Expense Reimbursement in 4 furtherance of the proposed Sale of the Debtors’ Property. The Debtors have exercised their 5 business judgment, in consultation with the Official Committee, and reasonably concluded that th 6 Break-up Fee and Expense Reimbursement is necessary to complete the contemplated transaction7 and is in the best interests of the Debtors and their bankruptcy estates. To the extent necessary, th 8 Debtors request that the Court approve the Break-up Fee and Expense Reimbursement pursuant t9 section 363 of the Bankruptcy Code as an appropriate use of the Debtors’ property outside the 10 ordinary course of business. As set forth in this Motion, the requested relief is in the best interest11 of the Debtors and their bankruptcy estates and is justified and appropriate under the 12 circumstances. 13 VI. 14 CONCLUSION 15 For the foregoing reasons, the Debtors request that this Court enter (1) an order (a) 16 approving the Bid Procedures attached as Exhibit 1 to the Bid Procedures Order in connection 17 with the Sale; (b) approving the proposed notice procedures with respect to the Bid Procedures, 18 Auction, and Sale; (c) authorizing each of the Debtors, including, without limitation 28 LLC and 19 PFI Glenwood, through PFI, to enter into the Stalking Horse APA notwithstanding the need for 20 any Debtor to obtain any third-party consent or authorization to do so and approving the Break-up21 Fee and Expense Reimbursement described in the Stalking Horse APA; (d) scheduling the Sale 22 Hearing; and (e) granting such other and further relief as the Court deems just and necessary. 23 24 25 26 27

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1 Dated: June 28, 2021 2 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 3 By /s/ J. Barrett Marum 4 ORI KATZ 5 J. BARRETT MARUM JEANNIE KIM 6 MATT KLINGER 7 Counsel for the Debtors 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 Exhibit A 2 Proposed Bid Procedures Order 3 In re Case No. 20-30604 4 (Jointly Administered) PROFESSIONAL FINANCIAL Chapter 11 5 INVESTORS, INC., et al., [PROPOSED] ORDER (A) APPROVING 6 Debtors. BID PROCEDURES FOR THE PORTFOLIO SALE OF CERTAIN REAL 7 AND PERSONAL PROPERTY ASSETS; (B) APPROVING RELATED NOTICE 8 PROCEDURES; (C) AUTHORIZING DEBTORS TO ENTER INTO STALKING 9 HORSE AGREEMENT AND APPROVIN BREAK-UP FEE AND EXPENSE 10 REIMBURSEMENT; (D) SCHEDULING A SALE HEARING; AND (E) GRANTING 11 CERTAIN RELATED RELIEF 12 Hearing Requested on Shortened Time for: Date: July 9, 2021 13 Time: 10:00 a.m. Place: Telephonic/Video Appearances 14 Only 450 Golden Gate Avenue, 16th Floor 15 Courtroom 19 San Francisco, CA 94102 16 Judge: Hon. Hannah L. Blumenstiel 17 18 Upon the Debtors’ Motion for Order (A) Approving Bid Procedures for the Portfolio Sal19 of Certain Real and Personal Property Assets; (B) Approving Related Notice Procedure20 (C) Authorizing Debtors to Enter into Stalking Horse Agreement and Approving Break-Up Fe21 (D) Scheduling a Sale Hearing; and (E) Granting Certain Related Relief (the “Motion”)1 filed b22 the above-captioned debtors and debtors in possession (collectively, the “Debtors”) on June [•23 2021, as Docket No. [•], and the Court having reviewed the Motion; and the Court having held 24 hearing, on shortened time, at the above-captioned date and time with appearances as noted on th25 record; and the Court having determined the relief provided in this Order is in the best interests 26 the Debtors, their estates, their creditors, and other parties in interest; and it appearing that prop 27 1 Capitalized terms used but not defined herein have the meaning ascribed to them in the Motion.

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1 and adequate notice of the Motion has been given and that no other or further notice is necessar2 and upon the record herein; and after due deliberation thereon; and good and sufficient caus3 appearing therefore; 4 THE COURT HEREBY MAKES THE FOLLOWING FINDINGS OF FACT AN 5 CONCLUSIONS OF LAW: 6 A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. section 1334(7 and the Order Referring Bankruptcy Cases and Proceedings to Bankruptcy Judges, General Ord8 24 (N.D. Cal.), and Local Rule 5011-1(a). Venue is proper pursuant to 28 U.S.C. sections 1409 and 1409. This matter is a core proceeding within the meaning of 28 U.S.C. section 157(b)(2). 10 B. The statutory predicates for the relief requested in the Motion are (1) sections 1011 and 363 of the Bankruptcy Code; (2) Bankruptcy Rules 2002, 6004, 6006, 9014 and 9018; and (312 B.L.R. 6004-1 and 6006-1. 13 C. Good and sufficient notice of the Motion, the hearing on the Motion, and the reli14 granted by this Order has been given, and no further notice is required. A reasonable opportunit15 to object or be heard regarding the relief granted by this Order (including, without limitation, wit16 respect to the proposed Break-up Fee and Expense Reimbursement (as defined herein) has bee17 afforded to those parties entitled to notice. A reasonable and fair opportunity to object to th18 Motion and the relief granted in this Order has been afforded under the circumstance19 Accordingly, no further notice of the Motion, the hearing on the Motion, or the relief granted b20 this Order shall be required. 21 D. The assets of 28 LLC and PFI Glenwood have been substantively consolidate22 with those of PFI, PISF, and the affiliated debtors in the above-captioned jointly administere23 chapter 11 case. 24 E. The Debtors’ reasons for approval of Bid Procedures, in the form annexed hereto a25 Exhibit 1, based on the record before the Court, satisfy the Court that the Bid Procedures: (1) ar26 in the best interests of the Debtors and their creditors and their estates; and (2) represent a prude27 exercise of the Debtors’ business judgment. The Debtors have articulated good, sufficient, an

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1 and the proposed procedures related thereto, which are designed to permit the Debtors to solic2 the highest or otherwise best bid for its assets through the Bid Procedures. 3 F. The Break-up Fee and Expense Reimbursement is fair and reasonable and provide4 a benefit to the Debtors’ estates and creditors and was a critical element in the Stalking Hors 5 Bidder’s decision to enter into the Stalking Horse APA. 6 G. The Debtors’ payment of the Break-up Fee and Expense Reimbursement under th7 conditions set forth in the Stalking Horse APA, the Motion, and this Order is (1) an actual an8 necessary cost of preserving the Debtors’ estates, within the meaning of section 503(b) of th 9 Bankruptcy Code, (2) of substantial benefit to the Debtors’ estates and creditors and all parties i10 interest herein, (3) reasonable and appropriate, and (4) necessary to ensure that the Stalking Hors11 Bidder will continue to pursue the proposed Stalking Horse APA to undertake the sale of th12 Property. Notwithstanding anything to the contrary in this or any other order of this Court, th13 Break-up Fee and Expense Reimbursement shall constitute an administrative expense with priorit14 pursuant to sections 503(b) and 507(a) of the Bankruptcy Code. 15 H. The entry of this Order is in the best interests of the Debtor and its estate, creditor16 and interest holders and all other parties in interest herein. 17 Based upon the foregoing and after due consideration and good cause appearing therefor: 18 IT IS ORDERED, ADJUDGED AND DECREED BY THE COURT, that: 19 1. The Motion is GRANTED in its entirety. 20 2. The Bid Procedures shall apply to the Qualified Bidders and the conduct of the Sal21 of the Property and the Auction. 22 3. Subject to entry of this Order, each of the Debtors, including 28 LLC and PF23 Glenwood, is authorized to enter into the Stalking Horse APA notwithstanding the need for an24 Debtor to obtain any third-party consent or authorization to do so. Andrew Hinkelman, the Chi25 Restructuring Officer of PFI is hereby authorized and empowered to execute and deliver any an26 all documents in connection with the Sale on behalf the Debtors, including 28 LLC and PF27 Glenwood. The Stalking Horse APA shall serve as the “stalking horse” asset purchase agreement

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1 allowed priority administrative expense of the Debtors pursuant to sections 503(b) and 507(a) 2 the Bankruptcy Code if Hamilton Zanze is not the Successful Bidder of the Debtors’ Property 3 the Debtors’ default under the Stalking Horse APA. 4 5. In the event of any conflict between this Order and the Motion, the Order sha5 control and govern. 6 6. Nothing in this Order, the Stalking Horse APA or the Motion shall be deemed to o7 constitute the assumption or assignment of an executory contract or unexpired lease. 8 7. This Court shall retain jurisdiction with respect to all matters arising or related t9 the implementation or interpretation of this Order. 10 8. The Debtors and the Stalking Horse Bidder are authorized to take all action11 necessary to effectuate the relief granted pursuant to this Order. 12 9. This Order shall be effective immediately upon entry, and any stay of order13 provided for in Bankruptcy Rules 6004 or 6006 or any other provision of the Bankruptcy Code o14 Bankruptcy Rules is expressly lifted. The Debtors are not subject to any stay in th15 implementation, enforcement or realization of the relief granted in this Order, and may, in the16 discretion and without further delay, take any action and perform any act authorized under thi17 Order. For the avoidance of doubt, the Break-up Fee and Expense Reimbursement approved b18 this Order shall be immediately appealable and failure to appeal in accordance with th19 Bankruptcy Rules or other applicable law shall constitute a waiver of such rights. 20 [Exhibit 1 to Follow] 21 22 23 24 25 26 27

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1 Exhibit 1 2 (Bid Procedures) 3 The Bid Procedures approved in this Order are as follows: 4 1. Break-up Fee and Expense Reimbursement. A Break-up Fee and Expense 5 Reimbursement shall be payable to Hamilton Zanze as the Stalking Horse Bidder upon the 6 occurrence of, and pursuant to, the events set forth in this Order in an amount of Six Million, Six 7 Hundred Eighty Thousand Dollars ($6,680,000.00). 8 2. Timeline for Solicitation of Bids. The following is the anticipated timeline for the 9 solicitation of bids, the Auction, and the Sale Hearing, all of which shall be subject to Court 10 approval. If Hamilton Zanze completes its diligence prior to August 16, 2021, the dates listed 11 below will be advanced in keeping with the below pacing (with the exception of the Bid 12 Procedures Objection Deadline and the Bid Procedures Hearing) and with any necessary 13 adjustments to ensure a date does not fall on a weekend. The Debtors will file and serve a notice 14 of the new dates within two (2) business days of their receipt of notice that Hamilton Zanze has 15 completed its diligence. 16 Event Date 17 Bid Procedures Objection Deadline July 8, 2021 18 Bid Procedures Hearing July 9, 2021, or as soon thereafter as is convenient to the Court 19 Service of Sale Motion and Cure Notice August 17, 2021 20 Sale and Cure Objection Deadline September 1, 2021 21 Bid Deadline September 7, 2021, at 5:00 p.m. (PT) 22 Notification of Qualified Competing Bid and September 9, 2021 prior to 11:00 a.m. Auction to Stalking Horse Bidder 23 Auction September 13, 2021, at 11:00 a.m. (PT) 24 Adequate Assurance Objection Deadline September 15, 2021 25 Sale Hearing September 15, 2021, or as soon thereafter as is 26 convenient to the Court 27 3. Overbids. In order to be a Qualified Competing Bid, in addition to the items described in paragraph 5 below, a minimum initial overbid increment must be equal to or exceed

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1 Eight Million Six Hundred Eighty Thousand Dollars ($8,680,000.00). For the avoidance of doubt2 a Qualified Competing Bid must exceed Four Hundred Forty-Two Million Six Hundred Eighty 3 Thousand Dollars ($442,680,000.00) plus Assumed Obligations (as defined in the Stalking Horse 4 APA) and otherwise meet the financing and other requirements set forth below. 5 4. Bid Increments. Minimum subsequent bid increments for the first round of biddin6 at the Auction shall be Five Hundred Thousand ($500,000.00) with all rounds thereafter at Two 7 Million Dollars ($2,000,000.00). 8 5. Qualified Bids. To participate in the Auction, an interested bidder must be 9 designated by the Debtor, after consultation with the Official Committee, as a “Qualified Bidder.”10 To be a Qualified Bidder, the interested bidder must submit a bid package (a “Qualified Bid”) to 11 the Debtors’ counsel or CRO that includes the following on or before September 7, 2021,2 at 5:0012 p.m. Pacific Time (the “Bid Deadline”): 13 a. An executed Confidentiality Agreement in substantially similar form to tha14 attached to the Gotthardt Declaration as Exhibit B; 15 b. A representation that the Potential Bidder has available funds sufficient to 16 consummate the Sale satisfactory to the Debtors, including if requested by the Debtors, 17 supporting documents such as bank statements, to support the representation; 18 c. A representation that the Potential Bidder is duly authorized to submit the 19 bid and close the transaction and has already obtained all necessary approvals (e.g., board 20 approvals), plus, if requested by the Debtors, supporting documents satisfactory to the 21 Debtors in their reasonable discretion; 22 d. A deposit of Twenty-Five Million Dollars ($25,000,000.00) in immediately23 available funds (the “Good Faith Deposit”); 24 e. An executed asset purchase agreement (“APA”) substantially in the form o25 the Stalking Horse APA attached as Exhibit A to the Gotthardt Declaration, marked to 26 show any changes from the Stalking Horse APA, which shall provide, among other things27 2 Subject to advancement as discussed above.

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1 (i) no contingencies to closing the transaction, including, without limitation, financing, 2 inspection, and due diligence contingencies, and (ii) a closing to occur by no later than the3 “Closing Date,” which date shall be fifteen (15) days after the entry of the order approving4 the Sale (the “Sale Order”). Any marked APA submitted by a Potential Bidder must 5 provide a price allocation for TIC Properties to which the Stalking Horse Bidder has 6 provided price allocations so that the Debtors may properly evaluate the Qualified 7 Competing Bids. Potential Bidders shall also provide Debtors with a side letter with 8 respect to price allocaton for all other Real Properties for purposes of Paragraphs 3.3.1, 9 6.1.4, 6.1.5, and 17.1 of the Stalking Horse APA; 10 f. A commitment to serve as the “Back-up Bidder,” or to commit to 11 purchasing the Property at the Potential Bidder’s last bid amount in the event that the 12 Successful Bidder fails to close the Sale on or before eighteen (18) days following the 13 entry of the Sale Order, in which case the Debtors must close the Sale with the Back-up 14 Bidder not later than ten (10) days after the Sale to the Successor Bidder does not close. 15 g. Additionally, any Potential Bidder must demonstrate to the Debtors’ 16 satisfaction the financial capability to timely consummate the Sale. Also, a Qualified 17 Competing Bid must be irrevocable, must waive substantial contribution claims, not seek 18 any break-up fees or expense reimbursement, and must consent to the jurisdiction of the 19 Bankruptcy Court to resolve all disputes. In addition, Potential Bidders must identify with20 particularity (i) which Executory Contracts and Leases the Potential Bidder would assume21 and provide in detail the Potential Bidder’s proposal for cure amounts and adequate 22 assurance of future performance with respect to such Executory Contracts and Leases, (ii) 23 the Hired Employees with respect to quantifying the aggregate amount of PTO that will b24 part of Assumed Obligations, and (iii) the Post-Petition Liabilities associated with the Post25 Petition Construction Contracts that will be assumed. A Potential Bidder that meets each 26 of the foregoing requirements to the Debtors’ satisfaction, after consultation with the 27 Official Committee, shall be deemed a “Qualified Bidder.” Hamilton Zanze (the Stalking

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1 6. Auction Participation. Unless otherwise agreed to by the Debtors after consultatio2 with the Official Committee and the Stalking Horse Bidder, only Qualified Bidders, the Debtors, 3 the Official Committee, the Stalking Horse Bidder, their respective counsel, and their respective 4 legal or financial professionals will be eligible to attend and participate in the Auction. 5 7. Auction. The Debtors’ counsel or CRO will conduct an auction for the sale of the 6 Property (the “Auction”). Each Qualified Bidder participating at the Auction will be required to 7 confirm that it has not engaged in any collusion with respect to the bidding or the Sale. The 8 Auction shall take place on September 13, 2021,3 at 11:00 a.m. at FTI Consulting’s San Francisco 9 Office located at 50 California Street, Suite 1900, provided that conducting the auction in person 10 will fully comply with local health orders. The Debtors reserve the right to conduct the Auction 11 via videoconference should they determine, after consultation with the Official Committee, that a12 Auction by videoconference is appropriate given the COVID-19 pandemic. At the Auction only 13 Qualified Bidders (including the Stalking Horse Bidder) will be permitted to bid. Qualified 14 Bidders may participate in person or by authorized representative. The Auction shall be 15 transcribed by a qualified court reporter and shall be conducted pursuant to the procedures set 16 forth below. 17 a. All Qualified Bidders desiring to participate in the Auction will submit 18 written initial bids to the Debtors’ counsel or CRO, as described paragraph 5 above and 19 shall include an initial bid in an amount that is no less than Four Hundred Forty-Two 20 Million Six Hundred Eighty Thousand Dollars ($442,680,000.00) plus Assumed 21 Liabilities, or at least Eight Million, Six Hundred Eighty Thousand Dollars ($8,680,000.022 greater than the amount of the Opening Bid], by no later than 5:00 p.m. PST four (4) 23 business days before the Auction. A Qualified Competing Bid must be for the entirety of24 the Property. 25 26 3 To the extent that the Stalking Horse Bidder completes its diligence prior to August 16, 2021, 27 and a Qualified Bidder submits a Qualified Competing Bid, the Debtors will advance the Auctionand Bid Deadline and give notice of the amended dates as soon as practicable.

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1 b. At the Auction, the Debtors will provide all Qualified Bidders with a bid 2 sheet showing the Purchase Price of the Stalking Horse Bidder and the identity and 3 amounts of the initial bids of the Qualified Bidders. The bid sheet will also identify the 4 highest of the initial bids of the Qualified Bidders (“Baseline Bid”). 5 c. Following circulation of the bid sheet, bidding will commence in Five 6 Hundred Thousand ($500,000.00) increments for the first round of bidding above the 7 Baseline Bid and, for each round thereafter, in Two Million Dollar ($2,000,000.00) 8 increments until only one bidder remains. All bids must be supported by proof of 9 immediately available funds sufficient to pay the bid amount satisfactory to the Debtors in10 their sole and absolute discretion. 11 d. Upon acceptance by the Debtors, after consultation with the Official 12 Committee, the highest and best bid submitted at the Auction will win (the “Successful 13 Bid”). The Qualified Bidder submitting such Successful Bid shall become the “Successfu14 Bidder,” and shall have such rights and responsibilities of a purchaser, as set forth in the 15 Stalking Horse APA. The Successful Bid and the Successful Bidder are subject to 16 approval of the Court. 17 8. Acceptance of Qualified Bids. The Debtors intend to sell the Property to the 18 Qualified Bidder that submits the highest and best bid. The Debtors’ presentation to the Court for19 approval of any Successful Bid shall not constitute the Debtors’ acceptance of such bid. The 20 Debtors will be deemed to have accepted a bid only when it has been approved by the Court. 21 9. Bidding Results. As soon as practicable, but no later than one (1) business day, 22 after the Bid Deadline, the Debtors shall alert parties submitting bids as to whether more than one23 (1) Qualified Bid has been received and whether the Debtors will proceed with the Auction. 24 10. Auction Results. As soon as practicable, but no later than one (1) business day, 25 after the conclusion of the Auction, the Debtors shall provide electronic notice of the results 26 thereof on the docket of the lead Bankruptcy Case. 27 11. Payment of Break-up Fee and Expense Reimbursement. If Hamilton Zanze is not

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1 Break-up Fee and Expense Reimbursement owed to Hamilton Zanze as the stalking horse bidder 2 shall be an allowed administrative expense of the Debtors pursuant to sections 503(b) and 507(a) 3 of the Bankruptcy Code and be satisfied solely from: (1) the proceeds of the sale to the Successful 4 Bidder, including its Good Faith Deposit, (2) the Successful Bidder’s or other bidder’s forfeited 5 Good Faith Deposit, or (3) the proceeds of any subsequent sale of the Property, or part thereof, by6 the Debtors to any other party or parties. 7 12. Sale Hearing and Auction. The hearing on the Sale Motion (the “Sale Hearing”) 8 will commence on September 15, 2021 at [•] [a.m./p.m.] (Pacific Time). If competing Qualified 9 Bids are received by the Bid Deadline, the Auction will be held at least one (1) business day prior10 to the Sale Hearing as described in paragraph 7 hereof. If the Debtors do not receive any 11 Qualified Bids other than the Stalking Horse Bid, the Debtors will not conduct the Auction, and 12 will request at the Sale Hearing that the Stalking Horse Bidder’s Opening Bid be designated as th13 Successful Bid. 14 13. Revisions to Bid Procedures. The Debtors, in consultation with the Official 15 Committee, may (1) determine, which bid or bids, if any, constitute the highest or otherwise best 16 offer for the Property; (2) reject, at any time before entry of an order of the Court approving any 17 bid as the Successful Bid, any bid that is (a) inadequate or insufficient, (b) not in conformity with 18 the requirements of the Bankruptcy Code or the Bid Procedures, or (c) contrary to the best 19 interests of the Debtors and the Debtors’ estates and creditors; and (3) withdraw, in consultation 20 with the Official Committee, any motion to approve the consummation of the Sale if contrary to 21 the best interests of the Debtors and the Debtors’ estates and creditors, except with respect to the 22 Stalking Horse Bidder and the Stalking Horse APA. After consultation with the Official 23 Committee, the Debtors may extend or alter any deadline contained herein that will better promot24 the maximization of the value of its estate. The Bid Procedures set forth herein are for the benefit25 of the Debtors and their estates. The Debtors may waive or modify these provisions or adopt 26 additional procedures, in consultation with the Official Committee. Notwithstanding the 27 foregoing, the Debtors may not modify the Bid Procedures in a way that conflicts with the

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1 14. Due Diligence. Subject to the execution of a Confidentiality Agreement, the 2 Debtors will provide any Potential Bidder access to all due diligence materials in the data room, 3 including the Non-privileged Materials delivered by Stalking Horse Bidder to the Debtors as they4 are received. After the Contingency Date, the Debtors also will provide any Potential Bidders 5 additional due diligence access to the Real Property. However, additional due diligence material 6 will not be provided after the Auction, nor will any due diligence contingency provision be 7 permitted as part of any Qualified Competing Bid. Interested parties requesting information abou8 the qualification process, and Qualified Bidders requesting information in connection with their 9 due diligence, should contact Greg Gotthardt or Sofi Daar, each of FTI Consulting, Inc. at: 10 greg.gotthardt@fticonsulting.com, 213-452-6323 or sofi.daar@fticonsulting.com, 213-452-6077 11 15. Back-Up Bids. At the commencement of the Auction, Qualified Bidders (includin12 the Stalking Horse Bidder if it has notified the Debtors of its election to serve as a Back-Up 13 Bidder) must confirm their respective commitments to serve as a Back-Up Bidder. At the 14 Auction, the Qualified Bidder (including the Stalking Horse Bidder if it has notified the Debtors o15 its election to serve as a Back-Up Bidder) with the next highest or otherwise best Qualified Bid 16 (the “Back-Up Bid”), as determined by the Debtors and subject to Court approval, shall be 17 required to serve as the Back-Up Bidder. Except with respect to the Stalking Horse Bidder (in 18 which case the Stalking Horse APA shall govern), the Back-Up Bidder shall keep such Back-Up 19 Bid open and irrevocable until three (3) business days after the Closing of the Sale with the 20 Successful Bidder. Following the Auction, the Debtors shall return to the Back-Up Bidder all of 21 its Good Faith Deposit, less Five Million Dollars ($5,000,000.00), which amount shall serve as th22 “Back-Up Deposit.” Following the Sale Hearing, if the Successful Bidder fails to consummate th23 approved Sale because of a breach or failure to perform on the part of such Successful Bidder, the24 Back-Up Bidder will be deemed to be the new Successful Bidder, and the Debtors will be 25 26 27

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1 authorized to consummate the Sale with the Back-Up Bidder at the Back-Up Bid4 without further 2 order of the Court. 3 16. Return of Deposits. Except as otherwise provided herein or in the Stalking Horse 4 APA, Good Faith Deposits shall be returned to each bidder not selected by the Debtors as the 5 Successful Bidder or the Back-Up Bidder by no later than the fifth (5th) business day following 6 the Sale Hearing. The Back-Up Deposit of the Back-Up Bidder shall be held by the Debtors until7 three (3) business days after the closing of the Sale with the Successful Bidder. 8 ***END OF [PROPOSED] ORDER*** 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 4 If Hamilton Zanze is the Back-Up Bidder, Paragraph 20.8 of the Stalking Horse APA shall 27 govern, including that at Closing, Hamilton Zanze shall be entitled to a credit against its Back-UpBid in the amount of the Break-up Fee and Expense Reimbursement.

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1 Exhibit B 2 Proposed Notice of Sale, Bid Procedures, Auction, and Sale Hearing 3 4 In re Case No. 20-30604 (Jointly Administered) 5 PROFESSIONAL FINANCIAL Chapter 11 INVESTORS, INC., et al., 6 NOTICE OF SALE, BIDDING Debtors.1 PROCEDURES, AUCTION, AND SALE 7 HEARING 8 9 PLEASE TAKE NOTICE (the “Notice”)2 that orders for relief under chapter 11 of title 10 11 of the United States Code (the “Bankruptcy Code”) have been entered by the United States 11 Bankruptcy Court for the Northern District of California (the “Court”) in the above-captioned 12 bankruptcy cases of Professional Financial Investors, Inc. and its affiliated debtors and debtors in 13 possession (collectively, the “Debtors”). 14 PLEASE TAKE FURTHER NOTICE that, on June [•], 2021, the Debtors filed a motio15 (the “Bid Procedures Motion”) with the Court seeking, among other things, (a) an order (the “Bid16 Procedures Order”) (i) authorizing and approving the proposed bidding procedures to be used (the17 “Bid Procedures”) in connection with the portfolio sale (the “Sale”) of the Debtors’ Property; (ii) 18 approving the Break-up Fee and Expense Reimbursement to be provided by the Debtors to 19 Hamilton Zanze & Company as the Stalking Horse Bidder; (iii) scheduling the auction of the 20 Property (the “Auction”); (iv) setting a hearing to approve the Sale (the “Sale Hearing”), and (v) 21 approving the forms of notice and notice procedures related to the Bid Procedures, Auction and 22 Sale (the “Auction Notice Procedures”). 23 PLEASE TAKE FURTHER NOTICE that on July [•], 2021, the Court entered the Bid 24 Procedures Order approving, among other things, the Bid Procedures, which establish the key 25 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found at www.donlinrecano.com/pfi. The federal tax identification numbers of each of the Debtors is 26 available in the bankruptcy petitions of each Debtor, each of which also is available at the Donlin Recano website. 27 2 Capitalized terms not otherwise defined in this Notice shall have the same meanings ascribed tthem in the Bid Procedures Motion.

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1 dates and times related to the Sale and the Auction. All interested bidders should carefully read 2 the Bid Procedures Order and the Bid Procedures in their entirety.3 3 PLEASE TAKE FURTHER NOTICE that the Debtors will give separate notice of the 4 Sale Hearing to consider Court approval of the Sale of the Property to the Successful Bidder at th 5 Auction (the “Sale Motion”) 4 and the deadline for parties in interest to object or otherwise 6 respond to the Sale Motion in accordance with the applicable Bankruptcy Rules and this Court’s 7 Bankruptcy Local Rules. 8 Important Dates and Deadlines 9 1. Bid Deadline. The deadline to submit a Qualified Bid is September 7, 2021,5 at 10 5:00 p.m. (prevailing Pacific Time). 11 2. Auction. In the event that the Debtors timely receive a Qualified Bid in addition t12 the Qualified Bid of the Stalking Horse Bidder, and subject to the satisfaction of any further 13 conditions set forth in the Bidding Procedures, the Debtors intend to conduct an Auction for the 14 Property. The Auction, if one is held, will commence on September 13, 2021, at 11:00 a.m. 15 (prevailing Pacific Time), at FTI Consulting’s San Francisco Office located at 50 California 16 Street, Suite 1900, provided that conducting the auction in person will fully comply with local 17 health orders. The Debtors reserve the right to conduct the Auction via videoconference should 18 they determine, after consultation with the Official Committee, that an Auction by 19 videoconference is appropriate given the COVID-19 pandemic. At the Auction, only Qualified 20 Bidders (including the Stalking Horse Bidder) will be permitted to bid. Qualified Bidders may 21 22 3 To the extent of any inconsistencies between the Bid Procedures and the summary descriptions 23 of the Bid Procedures in this Notice, the terms of the Bid Procedures set forth in the Bid Procedures Order shall control in all respects. 24 4 The foregoing is only a general summary of the relief that the Debtors intend to seek by the SaleMotion. All parties are strongly advised to review the Sale Motion itself once filed with the Cour25 To the extent that the foregoing summary is inconsistent in any way with the relief sought by the Sale Motion, the Sale Motion shall control. 26 5 In the event that the Stalking Horse Bidder completes its diligence prior to August 16, 2021, the Debtors intend to advance the Bid Deadline and Auction. To the extent necessary, the Debtors 27 will file and serve an amended notice of Bid Procedures, Auction, and Sale Hearing within two (2business days of their receipt of notice that the Stalking Horse Bidder has completed its diligence.

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1 participate in person or by authorized representative. The Debtors shall timely communicate the 2 date, time, and method for conducting the Auction to all parties entitled to attend the Auction. 3 3. Post-Auction Objection and Sale Objection Deadlines. 4 a. The deadline to file an objection with the Court to the Sale (other than 5 objections related to the specific identity of a Successful Bidder other than the Stalking 6 Horse Bidder) is September 1, 2021 (the “Sale Objection Deadline”), as will be set forth 7 in the forthcoming notice of the Sale Hearing. 8 b. If the Auction is held, parties may object to the conduct of the Auction, the 9 specific identity of the Successful Bidder (other than the Stalking Horse Bidder), the Sale 10 Order and adequate assurance of future performance provided by a Successful Bidder 11 (other than the Stalking Horse Bidder) at the Sale Hearing (the “Post-Auction Objection 12 Deadline”). 13 4. Sale Hearing. As set forth above, the Debtors will give separate notice of the Sale 14 Hearing to approve and authorize the Sale to the Successful Bidder and the specific relief 15 requested by the Sale Motion, which the Court has set for [September 15, 2021, at 10:00 a.m.] 16 (prevailing Pacific Time), or such other date and time as determined by the Court, at a later date. 17 Contact Person for Parties Interested in Submitting a Bid 18 The Bid Procedures set forth the requirements for becoming a Qualified Bidder and 19 submitting a Qualified Bid, and any party interested in making an offer to purchase the Assets 20 must comply strictly with the Bid Procedures. Only Qualified Bids will be considered by the 21 Debtor, in accordance with the Bid Procedures. 22 Any party interested in submitting a bid should carefully read the Bid Procedures and the 23 Bid Procedures Order and should contact, as soon as possible: 24 FTI Consulting, Inc. 50 California Street, Suite 1900 25 San Francisco, CA 94111 Attn: Greg Gotthardt or Sofi Daar 26 greg.gotthardt@fticonsulting.com | 213-452-6323 sofi.daar@fticonsulting.com | 213-452-6077 27

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1 Obtaining Additional Information 2 Copies of the Bid Procedures Motion, the Bid Procedures and the Bid Procedures Order, a3 well as all related exhibits, including the Stalking Horse APA and all other documents filed with 4 the Court, are available free of charge on the Debtors’ case information website, 5 http://www.donlinrecano.com/pfi or can be requested by email at pfiinfo@donlinrecano.com, or 6 by calling the toll-free information line at 1-877-283-0316. 7 CONSEQUENCES OF FAILING TO TIMELY ASSERT AN OBJECTION 8 Any party who fails to make a timely objection to the Sale on or before the Sale 9 Objection Deadline in accordance with the Bid Procedures Order and this Notice or the Sale 10 Hearing Notice shall be forever barred from asserting any objection to the Sale, including with11 respect to the transfer of the Property free and clear of all liens, claims, encumbrances and 12 other interests. 13 Any party who fails to make a timely Post-Auction Objection on or before the Post-14 Auction Objection Deadline in accordance with the Bid Procedures Order and this Notice shall15 be forever barred from asserting any Post-Auction Objection, including with respect to the 16 transfer of the Property free and clear of all liens, claims, encumbrances and other interests. 17 NO SUCCESSOR LIABILITY 18 The Sale will be free and clear of, among other things, any claim arising from any 19 conduct of the Debtors prior to the closing of the Sale, whether known or unknown, whether 20 due or to become due, whether accrued, absolute, contingent or otherwise, so long as such 21 claim arises out of or relates to events occurring prior to the closing of the Sale. Accordingly, 22 as a result of the Sale, the Successful Bidder will not be a successor to the Debtors by reason of23 any theory of law or equity, and the Successful Bidder will have no liability, except as expressly24 provided in the Asset Purchase Agreement, for any liens, claims, encumbrances and other 25 interests against or in the Debtors under any theory of law, including successor liability 26 theories. 27

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