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Full title: Stipulation, between Debtors and David Grenier for Order Regarding Consent to Sale of Real Property and Extension of Lien Expungement Objection Deadline of Real Property and Extension of Lien Expungement Objection Deadline Filed by Debtor Professional Financial Investors, Inc.. (Marum, J.) (Entered: 08/12/2021)

Document posted on Aug 11, 2021 in the bankruptcy, 8 pages and 0 tables.

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This Stipulation Between Debtors and David Grenier for Order Regarding Consent22 to Sale of Real Property and Extension of Lien Expungement Objection Deadline (the 23 Stipulation ) is entered into by and between Professional Financial Investors, Inc. ( PFI24 and its affiliated debtors and debtors in possession (collectively with PFI, the Debtors ) 25 on the one hand, and David Grenier, an individual ( Mr. Grenier ), and David Grenier, 26 The Plan also contemplates selling the Debtors real properties free and clea2 of liens asserted against the properties including liens asserted by investors in the Debtors 3 who, like Grenier, had received notes supposedly secured by Deeds of Trust against real 4 properties owned by the Debtors ( DOT Noteholders ).Pursuant to Section 10.1 of the 5 Plan, DOT Noteholders had no later than 20 days after entry of the Confirmation Order to 6 file objections to the expungement of their liens (the Lien Expungement Objection 7 Deadline ) otherwise any such lien a DOT Noteholder might have against real property 8 owned by the Debtors shall automatically be expunged on the later of the thirtieth dayThe Court having reviewed and considered the Stipulation Between Debtors and 15 David Grenier for Order Regarding Consent to Sale of Real Property and Extension of 16 Investors, Inc. ( PFI ) and its affiliated debtors and debtors in possession (collectively 18 with PFI, the Debtors ) and David Grenier, an individual ( Mr. Grenier ), and David 19 Grenier, Trustee for the David J. Grenier Living Trust (the Grenier Trust, together with 20

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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 R. KLINGER, Cal. Bar No. 307362 GIANNA SEGRETTI, Cal. Bar No. 323645 5 Four Embarcadero Center, 17th Floor San Francisco, California 94111-4109 6 Telephone: 415.434.9100 Facsimile: 415.434.3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 jekim@sheppardmullin.com mklinger@sheppardmullin.com 9 gsegretti@sheppardmullin.com 10 Bankruptcy Counsel for Debtors 11 UNITED STATES BANKRUPTCY COURT 12 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 13 In re: Case No. 20-30604 (Jointly Administered) 14 PROFESSIONAL FINANCIAL INVESTORS, INC., et al.. Chapter 11 15 STIPULATION BETWEEN DEBTORS 16 Debtors. AND DAVID GRENIER FOR ORDER REGARDING CONSENT TO SALE OF 17 REAL PROPERTY AND EXTENSION OF LIEN EXPUNGEMENT 18 OBJECTION DEADLINE 19 20 21 This Stipulation Between Debtors and David Grenier for Order Regarding Consent22 to Sale of Real Property and Extension of Lien Expungement Objection Deadline (the 23 Stipulation ) is entered into by and between Professional Financial Investors, Inc. ( PFI24 and its affiliated debtors and debtors in possession (collectively with PFI, the Debtors ) 25 on the one hand, and David Grenier, an individual ( Mr. Grenier ), and David Grenier, 26 Trustee for the David J. Grenier Living Trust (the Grenier Trust, together with Mr. 27 28

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1 Grenier, Grenier ), on the other. The Debtors and Grenier may be referenced herein 2 collectively, as the Parties and represent as follows: 3 RECITALS 4 A. Prior to the commencement of the Debtors bankruptcy cases, Grenier made 5 certain investments with PFI and the Debtors. In exchange for these investments, Grenier 6 received at least two notes supposedly secured by one or more Deeds of Trust against the 7 real property owned by debtor Professional Investors Security Fund XIV, a California 8 Limited Partnership ( PISF XIV ) located at 1000 Ignacio Boulevard, Novato, California 9 94949 (the Fairway Apartments or the Property ). 10 B. As a result, Grenier asserts that he holds a valid lien against the Property (th11 Lien ). The Debtors, however, dispute the validity of Grenier s asserted Lien. 12 C. Beginning on July 16, 2020, and thereafter, the chapter 11 bankruptcy 13 proceedings of the Debtors commenced. 14 D. On June 9, 2021, the Court entered the Order Finally Approving Amended 15 Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of 16 Professional Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors 17 and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC 18 Members Committee and the Ad Hoc Dot Noteholders Committee (Dated May 20, 2021) a19 Docket No. 678 (the Confirmation Order ) and thereby confirmed the Second Amended 20 Joint Chapter 11 Plan of Professional Financial Investors, Inc. and Its Affiliated Debtors 21 Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported 22 by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee (th23 Plan June 8, 2021, as Docket No. 677. 24 E. On June 16, 2021, the Debtors entered into an asset purchase agreement (the25 Stalking Horse APA ) to sell a portfolio of the Debtors real property and assets free and26 clear of all liens and encumbrances to Hamilton Zanze, subject to court approval and 27 overbid (the Portfolio Sale ). 28

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1 F. The Plan also contemplates selling the Debtors real properties free and clea2 of liens asserted against the properties including liens asserted by investors in the Debtors 3 who, like Grenier, had received notes supposedly secured by Deeds of Trust against real 4 properties owned by the Debtors ( DOT Noteholders ). Pursuant to Section 10.1 of the 5 Plan, DOT Noteholders had no later than 20 days after entry of the Confirmation Order to 6 file objections to the expungement of their liens (the Lien Expungement Objection 7 Deadline ) otherwise any such lien a DOT Noteholder might have against real property 8 owned by the Debtors shall automatically be expunged on the later of the thirtieth day afte9 entry of the Confirmation Order, or if an objection was timely filed, the date of entry of a 10 final order adjudicating an avoidance action with respect to a lien on that real property. 11 Since the Confirmation Order was entered on June 9, 2021, the Lien Expungement 12 Objection Deadline was June 29, 2021. 13 G. On June 23, 2021, counsel for the Debtors agreed to extend the Lien 14 Expungement Objection Deadline for Grenier to July 12, 2021. In the interest of 15 facilitating further discussions, the Parties thereafter further agreed to extend the Lien 16 Expungement Objection Deadline for Grenier. 17 H. On June 28, 2021, the Debtors filed the Debtors Motion for Order (A) 18 Approving Bid Procedures for the Portfolio Sale of Certain Real and Personal Property 19 Assets; (B) Approving Related Notice Procedures; (C) Authorizing Debtors to Enter into 20 Stalking Horse Agreement and Approving Break-Up Fee; (D) Scheduling a Sale Hearing; 21 and (E) Granting Certain Related Relief (the Bid Procedures Motion ) as Docket No. 7122 seeking approval from the court to pursue the proposed Portfolio Sale to Hamilton Zanze 23 and hold an auction to allow for the sale of the property portfolio to potential overbidders. 24 I. On July 15, 2021, the Court entered an order (the Bid Procedures Order ) a25 Docket No. 768 approving the procedures for the proposed Portfolio Sale and auction 26 which is set to be held on September 13, 2021 (the Auction Date ). A hearing to confirm27 the Portfolio Sale is currently set for September 15, 2021 (the Sale Hearing ). 28

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1 J. The Fairway Apartments is included in the portfolio of properties to be 2 included in the proposed Portfolio Sale. The Debtors therefore seek to sell the Fairway 3 Apartments free and clear of any liens asserted by Grenier as part of the proposed Portfoli4 Sale. 5 K. To facilitate the free and clear sale of the Property, the Debtors have agreed 6 to extend the Lien Expungement Objection Deadline for Grenier to November 15, 2021. 7 In exchange, Grenier has agreed that any sale of the Property shall be free and clear of any8 liens he asserts against the Property, with the understanding that any such lien, to the 9 extent it is valid, shall instead attach to the proceeds from the sale of the Property. 10 STIPULATION 11 NOW THEREFORE, the Parties agree to enter into this Stipulation, subject to 12 Court approval, and effective as of the date of entry of an order approving this Stipulation 13 pursuant to agreement of the Parties: 14 1. The deadline for Grenier to file and serve an objection to the expungement o15 any liens he asserts he holds against the Fairway Apartments is hereby extended to 16 November 15, 2021. 17 2. Grenier consents to the Portfolio Sale, including the sale of the Property, fre18 and clear of any purported lien held by Grenier. Grenier further agrees to not lodge any 19 objection to the proposed sale of the Property free and clear of any purported lien held by 20 Grenier. 21 3. The Parties acknowledge that a bona fide dispute as to the validity of 22 Grenier s asserted lien against the Property exists. 23 4. To the extent any such lien held by Grenier against the Property is valid, the 24 lien shall transfer to the proceeds from any sale of the Property. 25 5. The Debtors and Grenier request that the Court approve this stipulation by 26 entering the order attached hereto as Exhibit A. 27 6. This Stipulation shall not become effective unless and until it is approved 28 and entered by the Bankruptcy Court.

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1 7. Neither the Stipulation nor any negotiations and writings in connection with 2 this Stipulation shall in any way be constructed as or deemed to be evidence of an 3 admission on behalf of any party regarding any claim or right that such party may have 4 against another party, other than as provided herein. 5 8. Each of the Parties represents and warrants it is duly authorized to enter into6 and be bound by this Stipulation. 7 9. This Stipulation may be executed in multiple counterparts, any of which ma8 be transmitted by facsimile or electronic mail, and each of which shall be deemed an 9 original, but all of which together shall constitute one instrument. 10 10. The Bankruptcy Court shall retain jurisdiction to hear any disputes relating 11 to or arising from this Stipulation. 12 IT IS SO STIPULATED. 13 DATED: August 12, 2021 14 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 15 16 By /s/ J. Barrett Marum ORI KATZ 17 J. BARRETT MARUM 18 JEANNIE KIM MATT KLINGER 19 GIANNA SEGRETTI Bankruptcy Counsel for Debtors 20 21 DATED: August 12, 2021 22 23 24 By 25 DAVID GRENIER, an individual 26 27 28

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1 2 DATED: August 12, 2021 3 4 5 By DAVID GRENIER, 6 Trustee of the David J. Grenier Living Trust 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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1 2 EXHIBIT A 3 UNITED STATES BANKRUPTCY COURT 4 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 5 6 In re Case No. 20-30604 7 PROFESSIONAL FINANCIAL (Jointly Administered) INVESTORS, INC., et al., 8 Chapter 11 Debtors. 9 [PROPOSED] ORDER APPROVING 10 STIPULATION BETWEEN DEBTORS AND DAVID GRENIER FOR ORDER 11 REGARDING CONSENT TO SALE OF REAL PROPERTY AND EXTENSION 12 OF LIEN EXPUNGEMENT OBJECTION DEADLINE 13 14 The Court having reviewed and considered the Stipulation Between Debtors and 15 David Grenier for Order Regarding Consent to Sale of Real Property and Extension of 16 Lien Expungement Objection Deadline (the Stipulation 1 filed by Professional Financial17 Investors, Inc. ( PFI ) and its affiliated debtors and debtors in possession (collectively 18 with PFI, the Debtors ) and David Grenier, an individual ( Mr. Grenier ), and David 19 Grenier, Trustee for the David J. Grenier Living Trust (the Grenier Trust, together with 20 Mr. Grenier, Grenier ), on August , 2021, as Docket No. , and good cause appearin21 to approve the Stipulation, 22 IT IS HEREBY ORDERED that: 23 1. The Stipulation is APPROVED. 24 2. The Lien Expungement Objection Deadline for Grenier is extended to 25 November 15, 2021. 26 3. Any sale of the Property shall be free and clear of any liens or encumbrance 27 1 Capitalized terms not otherwise defined in this Order shall have the same meanings ascribed to them in 28 the Stipulation.

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1 asserted or held by Grenier; provided that, to the extent any such lien or encumbrance 2 asserted against the Property by Grenier is valid, such lien or encumbrance shall transfer t3 the proceeds from the sale of the Property. 4 4. Grenier is deemed to consent to the proposed Portfolio Sale free and clear of5 any liens or encumbrances and shall not file an objection to the proposed sale of the 6 Property. 7 5. This Court shall retain jurisdiction to hear any disputes relating to or arising 8 from this Stipulation. 9 ***END OF [PROPOSED] ORDER*** 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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