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Full title: Notice of Hearing on Debtors' Motion for Order (A) Approving Sale of Certain of Debtors' Real and Personal Property, (B) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Granting Related Relief (RE: related document(s)824 Motion for Sale of Property Debtors' Motion for Order (A) Approving Sale of Certain of Debtors' Real and Personal Property, (B) Approving the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and (C) Granting Related Relief Filed by Debtor Professional Financial Investors, Inc. (Marum, J.)). Hearing scheduled for 9/15/2021 at 10:00 AM via Tele/Videoconference - www.canb.uscourts.gov/calendars. Filed by Debtor Professional Financial Investors, Inc. (Marum, J.) (Entered: 08/17/2021)

Document posted on Aug 16, 2021 in the bankruptcy, 9 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

14 PLEASE TAKE FURTHER NOTICE that by the Sale Motion, the Debtors seek a Cour15 order (1) approving of: (a) the successful bid after completion of the bidding and auction process, 16 (b) the Sale of the Property outside of the Debtors’ ordinary course of business, free and clear of 17 liens, claims, and encumbrances under section 363 of the chapter 11 of title 11 of the United State18 Code (the “Bankruptcy Code”), (c) the assumption and assignment of the Purchased Contracts an19 Leases, (2) establishing certain Cure Amounts related to such Purchased Contracts and Leases, 20 and (3) finding that (a) the Successful Bidder has acted in “good faith” within the meaning of 21 section 363(m) of the Bankruptcy Code, (b) no conduct exists that would permit the Sale Order to22 be avoided under section 363(n) of the Bankruptcy Code, and (c) the Sale is in furtherance of the 23 confirmed Plan and therefore not subject to any tax under any law imposing a stamp or other 24 similar tax under section 1146(a) of the Bankruptcy Code. 28 1 PLEASE TAKE FURTHER NOTICE that the Court shall hold a hearing on the Sale 2 Motion to consider the requested relief on September 15, 2021 at 10:00 a.m. (prevailing Pacific3 Time) (the “Sale Hearing”), if all timely objections to the Sale Motion have been resolved in 4 advance of the Sale Hearing and the Debtors have notified the Court of such resolution.Urban Business 117-11-121 Paul Drive San Rafael Center/Las Gallinas 13 Business Center Northgate Professional 899 Northgate Drive San Rafael 14 Center Northgate Heights 1050 Northgate Drive San Rafael 15 Business Center San Pedro Business 30 North San Pedro Road San Rafael 16 Sycamore Creek 100 Sycamore Avenue San Anselmo Apartments 4 Lincoln Villa 1825 Lincoln Avenue San Rafael Glenwood Apartments 1222 Irwin Street San Rafael 5 Northgate Apartments 825 Las Gallinas Avenue San Rafael Brookside Apartments 515 B Street San Rafael 6 Prospect Ridge 419 Prospect Drive San Rafael The Heights 109 Professional Center Parkway San Rafael 8 Apartment Homes Rafael Gardens 1315 Lincoln Avenue San Rafael 9 Oak Hill Apartments 216 Marin Street San Rafael Merrydale View 7 Merrydale Road San Rafael 10 Apartments Marin Heights 19 Merrydale Road San Rafael 11 Apartment Homes 1 Hammondale Court 1 Hammondale Court San Rafael 12 Albion Terrace 225

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Document Contents

1 SHEPPARD, MULLIN, RICHTER & TRODELLA & LAPPING LLP HAMPTON LLP RICHARD A. LAPPING, Cal. Bar No. 107496 2 A Limited Liability Partnership 540 Pacific Avenue Including Professional Corporations San Francisco, CA 94133 3 ORI KATZ, Cal. Bar No. 209561 Telephone: (415) 399-1015 J. BARRETT MARUM, Cal. Bar No. 228628 Facsimile: (415) 651-9004 4 JEANNIE KIM, Cal. Bar No. 270713 Email: Rich@TrodellaLapping.com MATT KLINGER, Cal. Bar No. 307362 Conflicts Counsel for the Debtors and Counsel 5 Four Embarcadero Center, 17th Floor for San Francisco, California 94111-4109 Professional Investors 28, LLC and PFI 6 Telephone: 415.434.9100 Glenwood, LLC Facsimile: 415.434.3947 7 Email: okatz@sheppardmullin.com bmarum@sheppardmullin.com 8 jekim@sheppardmullin.com mklinger@sheppardmullin.com 9 Counsel for the Debtors 10 UNITED STATES BANKRUPTCY COURT NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 11 In re Case No. 20-30604 12 PROFESSIONAL FINANCIAL (Jointly Administered) 13 INVESTORS, INC., et al., Chapter 11 14 Debtors.1 NOTICE OF HEARING ON DEBTORS’ 15 MOTION FOR ORDER (A) APPROVING SALE OF CERTAIN OF DEBTORS’ REA 16 AND PERSONAL PROPERTY, (B) APPROVING THE ASSUMPTION AND 17 ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND 18 UNEXPIRED LEASES, AND (C) GRANTING RELATED RELIEF 19 Auction Date: September 13, 2021 20 Sale Hearing: September 15, 20212 Time: 10:00 a.m. 21 Place: Telephonic/Video Appearance Only 22 450 Golden Gate Avenue, Courtroom 19, 16th Fl., 23 San Francisco, CA 94102 Judge: Hon. Hannah L. Blumenstiel 24 25 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found at www.donlinrecano.com/pfi. Full copies of each of the documents referenced in this Notice are available, free of 26 charge, at the Donlin Recano website. 2 As set forth in the Bid Procedures Order (defined below), the Sale Hearing will take place on September 15, 2021, a27 10:00 a.m., Pacific Time, if the Debtors either receive no objections to this Motion or have resolved all outstanding objections to this Motion prior to the Sale Hearing. If the Debtors have not resolved any outstanding objections by 28 September 15, 2021, the Sale Hearing will take place on September 17, 2021, at 10:00 a.m., Pacific Time.

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1 PLEASE TAKE NOTICE (the “Sale Notice”)3 that, on August 17, 2021, the Professiona2 Financial Investors, Inc. and its affiliated debtors and debtors in possession (collectively, the 3 “Debtors”) filed a motion (the “Sale Motion”) with the United States Bankruptcy Court for the 4 Northern District of California (the “Court”) in the above-captioned bankruptcy cases seeking, 5 among other things, an order approving the sale of certain of their real property and related assets 6 described in greater detail at Exhibit A attached hereto (the “Property”) free and clear of all 7 claims, liens, liabilities, interests and encumbrances (the “Sale”). 8 PLEASE TAKE FURTHER NOTICE THAT THE DEBTORS ARE SELLING THE9 PROPERTY FREE AND CLEAR OF ALL RIGHTS, CLAIMS, AND INTERESTS , 10 INCLUDING, WITHOUT LIMITATION, THE LIENS AND INTERESTS SECURED BY 11 THE PROPERTY, INCLUDING NON-INVESTOR FIRST-PRIORITY LENDER 12 CLAIMS, NON-INVESTOR OTHER SECURED CLAIMS, DOT NOTEHOLDER 13 CLAIMS, AND NON-DOT INVESTOR CLAIMS (AS EACH IS DEFINED UNDER THE 14 PLAN). EXCEPT WITH RESPECT TO NON-INVESTOR FIRST-PRIORITY LENDER 15 CLAIMS AND NON-INVESTOR OTHER SECURED CLAIMS WHICH WILL BE PAID 16 AT CLOSING, THE RIGHTS, CLAIMS AND INTERESTS OF ALL OTHER PARTIES, 17 INCLUDING, WITHOUT LIMITATION, DOT NOTEHOLDER CLAIMS AND NON-18 DOT INVESTOR CLAIMS, WILL ATTACH TO THE PROCEEDS OF THE SALE. AL19 CREDITORS AND PARTIES IN INTEREST, INCLUDING, WITHOUT EXCEPTION, 20 HOLDERS OF NON-INVESTOR FIRST-PRIORITY LENDER CLAIMS, NON-21 INVESTOR OTHER SECURED CLAIMS, DOT NOTEHOLDER CLAIMS, AND NON-22 DOT INVESTOR CLAIMS LIENS SHOULD READ THE SALE MOTION CAREFULLY,23 AND SHOULD CONSULT THEIR RESPECTIVE ATTORNEYS REGARDING THE 24 EFFECT OF THE SALE MOTION ON THEIR RESPECTIVE RIGHTS, CLAIMS, AND 25 INTERESTS. 26 27 3 Capitalized terms not otherwise defined in this Notice shall have the same meanings ascribed to them in the Sal28 Motion and the Bid Procedures Motion.

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1 PLEASE TAKE FURTHER NOTICE THAT THE SALE WILL BE FREE AND 2 CLEAR OF, AMONG OTHER THINGS, ANY CLAIM ARISING FROM ANY CONDUC3 OF THE DEBTORS PRIOR TO THE CLOSING OF THE SALE, WHETHER KNOWN 4 OR UNKNOWN, WHETHER DUE OR TO BECOME DUE, WHETHER ACCRUED, 5 ABSOLUTE, CONTINGENT OR OTHERWISE, SO LONG AS SUCH CLAIM ARISES 6 OUT OF OR RELATES TO EVENTS OCCURRING PRIOR TO THE CLOSING OF TH7 SALE. ACCORDINGLY, AS A RESULT OF THE SALE, THE SUCCESSFUL BIDDER 8 WILL NOT BE A SUCCESSOR TO THE DEBTORS BY REASON OF ANY THEORY O9 LAW OR EQUITY, AND THE SUCCESSFUL BIDDER WILL HAVE NO LIABILITY, 10 EXCEPT AS EXPRESSLY PROVIDED IN THE ASSET PURCHASE AGREEMENT, 11 FOR ANY LIENS, CLAIMS, ENCUMBRANCES AND OTHER INTERESTS AGAINST 12 OR IN THE DEBTORS UNDER ANY THEORY OF LAW, INCLUDING SUCCESSOR 13 LIABILITY THEORIES. 14 PLEASE TAKE FURTHER NOTICE that by the Sale Motion, the Debtors seek a Cour15 order (1) approving of: (a) the successful bid after completion of the bidding and auction process, 16 (b) the Sale of the Property outside of the Debtors’ ordinary course of business, free and clear of 17 liens, claims, and encumbrances under section 363 of the chapter 11 of title 11 of the United State18 Code (the “Bankruptcy Code”), (c) the assumption and assignment of the Purchased Contracts an19 Leases, (2) establishing certain Cure Amounts related to such Purchased Contracts and Leases, 20 and (3) finding that (a) the Successful Bidder has acted in “good faith” within the meaning of 21 section 363(m) of the Bankruptcy Code, (b) no conduct exists that would permit the Sale Order to22 be avoided under section 363(n) of the Bankruptcy Code, and (c) the Sale is in furtherance of the 23 confirmed Plan and therefore not subject to any tax under any law imposing a stamp or other 24 similar tax under section 1146(a) of the Bankruptcy Code. The Debtors further seek: (i) a 25 determination that service of the Sale Motion as set forth above constitutes due and adequate 26 notice under the Bankruptcy Rules and the Bankruptcy Local Rules; and (ii) waivers of the stay 27 provisions of Bankruptcy Rules 6004(h) and 6006(d), if applicable. 28

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1 PLEASE TAKE FURTHER NOTICE that the Court shall hold a hearing on the Sale 2 Motion to consider the requested relief on September 15, 2021 at 10:00 a.m. (prevailing Pacific3 Time) (the “Sale Hearing”), if all timely objections to the Sale Motion have been resolved in 4 advance of the Sale Hearing and the Debtors have notified the Court of such resolution. If such 5 timely objections to the Sale Motion have not been resolved, the Sale Hearing will take place on 6 September 17, 2021, at 10:00 a.m. 7 PLEASE TAKE FURTHER NOTICE that the Debtors propose to sell the Property in 8 accordance with the Bid Procedures approved by the Court under that Bid Procedures Order 9 entered on July 15, 2021, as Docket No. 768. Further, if a Qualified Competing Bid is timely 10 received, an Auction for the Property will be conducted on September 13, 2021, at 11:00 a.m. 11 (prevailing Pacific Time) either in person or via videoconference as determined by the Debtors. 12 As soon as reasonably practicable but no later than one (1) business day after the conclusion of th13 Auction, the Debtors will file and serve electronically a notice that identifies the Successful Bidde14 for the Property. All interested bidders should carefully read the Bid Procedures Order and the 15 Bid Procedures in their entirety. 16 PLEASE TAKE FURTHER NOTICE that your rights may be affected by the Sale 17 Motion. Under B.L.R. 9014-1(c)(1), any opposition to the Sale Motion shall be filed and served 18 on the Debtors at least 14 days prior to the Sale Hearing, or September 1, 2021 (the “Sale 19 Objection Deadline”). ANY PARTY WHO FAILS TO MAKE A TIMELY OBJECTION T20 THE SALE ON OR BEFORE THE SALE OBJECTION DEADLINE IN ACCORDANCE 21 WITH THE BID PROCEDURES ORDER AND THIS NOTICE OR THE SALE HEARIN22 NOTICE SHALL BE FOREVER BARRED FROM ASSERTING ANY OBJECTION TO 23 THE SALE, INCLUDING WITH RESPECT TO THE TRANSFER OF THE PROPERTY 24 FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND OTHER 25 INTERESTS. 26 PLEASE TAKE FURTHER NOTICE THAT ANY PARTY THAT FAILS TO 27 MAKE A TIMELY OBJECTION TO THE RESULTS OF THE AUCTION (EACH, A 28 “POST-AUCTION OBJECTION”) ON OR BEFORE SEPTEMBER 15, 2021 (THE “POST

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1 AUCTION OBJECTION DEADLINE”) IN ACCORDANCE WITH THIS SALE NOTICE 2 SHALL BE FOREVER BARRED FROM ASSERTING ANY POST-AUCTION 3 OBJECTION, INCLUDING WITH RESPECT TO THE TRANSFER OF THE 4 PROPERTY FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES AND 5 OTHER INTERESTS. 6 PLEASE TAKE FURTHER NOTICE that the hearing will not be conducted in the 7 presiding judge’s courtroom, but instead will be conducted by telephone or videoconference. All 8 interested parties should consult the Bankruptcy Court’s website at www.canb.uscourt.gov for 9 information about court operations during the COVID-19 pandemic. The Bankruptcy Court’s 10 website provides information regarding how to arrange a telephonic or video appearance. If you 11 have any questions regarding how to appear at a court hearing, you may contact the Bankruptcy 12 Court by calling 888-821-7606 or by using the Live Chat feature on the Bankruptcy Court’s 13 website. 14 Dated: August 17, 2021 15 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 16 17 By /s/ J. Barrett Marum J. BARRETT MARUM 18 19 Attorneys for the Debtors 20 Dated: August 17, 2021 21 TRODELLA & LAPPING LLP 22 23 By /s/ Richard A. Lapping RICHARD A. LAPPING 24 25 Conflicts Counsel for Professional Financial Investors Inc. and its affiliated Debtors 26 27 28

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1 Exhibit A 2 Description of Property to Be Sold 3 The “Property,” as more fully described in section 1.1 of the Stalking Horse APA, include4 the following: 5 1. Real Property (as defined in the Stalking Horse APA) consisting of: 6 a. 60 fee interests in commercial and multifamily residential real properties as7 more particularly described on Exhibit A-1 to the Stalking Horse APA and appended 8 hereto as Exhibit A-1 (as defined in the Stalking Horse APA, the “Land”); and 9 b. the Improvements (as defined in the Stalking Horse APA) to the Land in th10 form of buildings, structures, improvements, and fixtures that the Debtors own and that ar11 located on the Land; 12 2. Tangible personal property used by the Debtors in the operation and management 13 of the Real Property (the “Business”), including, but not limited to: 14 a. the Debtors’ books and records related to the Real Property; 15 b. all removable furnishings at each of (i) the Real Properties, and (ii) PFI’s 16 corporate headquarters located at 350 Ignacio Blvd, Suite 100 (“PFI HQ”) including, 17 without exception, artwork, furniture, equipment, and inventory located at the PFI HQ, 18 Debtors’ maintenance shops (whether any such maintenance shop is located at the PFI HQ19 or elsewhere), and in the common areas of each Real Property (collectively, “Common 20 Areas”); 21 c. other equipment (including, information technology equipment), tools, 22 machinery, inventory used in the Business whether located at the PFI HQ, the Common 23 Areas, or elsewhere on each of the Real Properties; 24 d. vehicles; and 25 e. Leasehold improvements (collectively, “Personal Property”); 26 3. Certain intellectual and intangible property (collectively, “Intellectual Property”); 27 and 28

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1 4. Certain Leases and Contracts (each as defined in the Stalking Horse APA and 2 referenced herein as the “Executory Contracts and Leases”) that the Stalking Horse Bidder may 3 elect to have the Debtors assume and assign to the Stalking Horse Bidder (“Purchased Contracts 4 and Leases”). 5 5. Notwithstanding the foregoing, the Property shall not include any of the Debtors’ 6 right, title, or interest in or to the following (collectively, the “Excluded Assets”): 7 a. any lump sum or upfront payments paid to or earned by the Debtors or thei8 predecessors under any of the Executory Contracts and Leases that are not assumed and 9 assigned to Stalking Horse Bidder, 10 b. any unearned insurance premiums, 11 c. any insurance policies or insurance contracts owned or held by the Debtors 12 and their affiliates in connection with the Property prior to the Closing Date, 13 d. any and all deposits, cash and other accounts owned or held by the Debtors14 and their affiliates, except for any unapplied refundable tenant security deposits, 15 e. Executory Contracts and Leases that are not assumed by and assigned to th16 Stalking Horse Bidder, and 17 f. any and all claims, demands, lawsuits, legal proceedings, awards, 18 judgments, or settlement amounts related to or arising from the Debtors’ purchase of the 19 Real Property from the prior owner(s), the Debtors’ prepetition management team, or othe20 third parties, excluding, however, Environmental Claims (as defined in the Stalking Horse21 APA), and personal property included on Exhibit A-3 of the Stalking Horse APA. 22 23 24 25 26 27 28

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1 EXHIBIT A-1 2 Property List 3 Commercial Properties: 4 Property Name Address City 5 Tamal Plaza 100 Tamal Vista Corte Madera Hunt Plaza 240 Tamal Vista Corte Madera 6 North Bay Business 7200 Redwood Blvd. N. Novato Center 7 City Center 1701 Novato Blvd. N. Novato Baywood Center 1682 Novato Blvd. N. Novato 8 Novato Business 1500, 1510, 1516 Grant Ave. N. Novato Center 9 HQ – Suite 102 – 300 350 Ignacio Blvd., Suite 100 S. Novato The Keys Center 353-359 Bel Marin Keys Blvd. S. Novato 10 Sequoia Business 1425 North McDowell Petaluma Center 11 The Redwoods 1341-1353 Redwood Way Petaluma Duffy Place 607 - 615 Irwin Street San Rafael 12 Urban Business 117-11-121 Paul Drive San Rafael Center/Las Gallinas 13 Business Center Northgate Professional 899 Northgate Drive San Rafael 14 Center Northgate Heights 1050 Northgate Drive San Rafael 15 Business Center San Pedro Business 30 North San Pedro Road San Rafael 16 Center The Northgate 555 Northgate Drive San Rafael 17 Business Center Gateway Business 851 Irwin Street San Rafael 18 Center Creekside 7 Mount Lassen Drive San Rafael 19 Mariners Landing/Gate 200 Gate Five Road Sausalito Five 20 Broadway Square 10 Maple St & 635-651 Sonoma Broadway 21 The Broadway (1) 1151 Broadway Sonoma 22 23 24 25 26 27 28

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1 Multi-Family Properties: 2 Property Name Address City 3 Sycamore Creek 100 Sycamore Avenue San Anselmo Apartments 4 Lincoln Villa 1825 Lincoln Avenue San Rafael Glenwood Apartments 1222 Irwin Street San Rafael 5 Northgate Apartments 825 Las Gallinas Avenue San Rafael Brookside Apartments 515 B Street San Rafael 6 Prospect Ridge 419 Prospect Drive San Rafael 285 Woodland 285 Woodland Avenue San Rafael 7 390 Woodland 390 Woodland Avenue San Rafael The Heights 109 Professional Center Parkway San Rafael 8 Apartment Homes Rafael Gardens 1315 Lincoln Avenue San Rafael 9 Oak Hill Apartments 216 Marin Street San Rafael Merrydale View 7 Merrydale Road San Rafael 10 Apartments Marin Heights 19 Merrydale Road San Rafael 11 Apartment Homes 1 Hammondale Court 1 Hammondale Court San Rafael 12 Albion Terrace 225 Nova Albion Way San Rafael Apartments 13 107 Marin Street 107 Marin Street San Rafael Parc Marin 1441 Casa Buena Drive Corte Madera 14 Pacheco Villas 17-23, 30-42 Clay Court Novato Ignacio Hills Tennis & 461 Ignacio Blvd., Novato 15 Garden Apartments 445 Ignacio Blvd., 475 Ignacio Blvd., 16 551 Alameda Del Prado, 401 Ignacio Blvd. & 521 Alameda 17 Del Prado, 511 & 531 Alameda Del Prado, 18 501 Alameda Del Prado, and 481 Ignacio Blvd. 19 Ignacio Lane 49 Ignacio Lane Novato Apartments 20 Ignacio Place 335 Enfrente Road Novato Ignacio Gardens 380-450 Alameda del Prado Novato 21 Apartments Country Club 980 Ignacio Blvd. Novato 22 Apartments Fairway Apartments 1000 Ignacio Blvd. Novato 23 3rd Street Apartments 1129 3rd Street Novato Novato Court 1506 Vallejo Avenue Novato 24 Sonoma Mission 120 Orchard Avenue Sonoma Apartments 25 Village Green 350 Robinson Street Sonoma Redwood Manor 355 Boyes Blvd. Sonoma 26 Apartments 885 Broadway 885 Broadway Sonoma 27 Madrone Apartments 15411-15499 Marty Drive Glen Ellen Oaktree Apartments 16914 Sonoma Highway Sonoma 28

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