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Full title: Stipulation, Between Debtors And Tenant-In-Common Regarding (1) Consent To Sale Of Real Property; (2) Agreement To Deliver Documents Necessary To Effectuate Sale; And (3) Entry Of Judgment Pursuant To Section 363(h), TIC Owner: Jonathan C. Marmelzat Filed by Debtor Professional Financial Investors, Inc.. (Marum, J.) (Entered: 08/24/2021)

Document posted on Aug 23, 2021 in the bankruptcy, 10 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

In furtherance of the Sale, on July 16, 2021, PFI and LLC 47 filed a complaint (the11 “Complaint”) against the TIC Owner and Dennis W. Green and Susan Marie Green, Trustees, of 12 the Dennis W. Green and Susan Marie Green Revocable Trust (collectively, the “TIC 13 Defendants”), each in their capacities as a tenant in common for the Property, for (1) authority to 14 sell the Property free and clear of the TIC Defendants’ interests in the Property; and (2) a judicial 15 determination, under section 363(j) and Rule 7001(9) of the Federal Rules of Bankruptcy 16 Notwithstanding subsection (f) of this section, the trustee may sell both the estate’sinterest, under subsection (b) or (c) of this section, and the interest of any co-owne4 in property in which the debtor had, at the time of the commencement of the case, an undivided interest as a tenant in common, joint tenant, or tenant by the entirety, 5 only if— 6 (1) partition in kind of such property among the estate and such co-owners is impracticable; 7 (2) sale of the estate’s undivided interest in such property would realizesignificantly less for the estate than sale of such property free of the 8 interests of such co-owners; (3) The TIC Owner agrees to execute and deliver (i) the Grant Deed to convey its 23 tenant-in-common interest in the TIC Property to the Successful Bidder, and (ii) all of the 24 additional TIC Documents as required by Escrow Holder or Successful Bidder to effectuate the 25 transfer of its interest in the TIC Property. On or about the Closing (as defined in the Stalking Horse APA or that of a 27 Successful Bidder), Escrow Holder (as defined in the Purchase Agreement) will utilize the 3.82%28 ownership percentage, as provided in that tenancy-in-common agreement between PFI and TIC 1 Owner regarding the TIC Property, to prepare and deliver a closing statement specifying the 2 portion of the Purchase Price (as defined in the Stalking Horse APA or that of a Successful 3 Bidder) and all associated fees, costs, and prorations allocated to TIC Owner’s right, title, and 4 interest in the TIC Property; provided, however, TIC Owner shall not be receiving any funds fro5 the sale and transfer of the TIC Property to Hamilton Zanze or the Successful Bidder because TIC6 Owner has made the TIC Investor Treatment Election.For the avoidance of doubt, the TIC Owner 12 understands that the Debtors will seek entry of such order without further notice to the TIC 13 Owner.

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Document Contents

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 Debtors 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 16 In re Case No. 20-30604 17 PROFESSIONAL FINANCIAL (Jointly Administered) 18 INVESTORS, INC., a California corporation, et al., Chapter 11 19 Debtors. STIPULATION BETWEEN DEBTORS 20 AND TENANT-IN-COMMON REGARDING (1) CONSENT TO SALE OF 21 REAL PROPERTY; (2) AGREEMENT TO DELIVER DOCUMENTS NECESSARY 22 TO EFFECTUATE SALE; AND (3) ENTRY OF JUDGMENT PURSUANT TO 23 SECTION 363(h) 24 TIC OWNER: Jonathan C. Marmelzat, Trustee of The Jonathan C. Marmelzat 25 Revocable Trust U/T/D July 24, 2008 26 No Hearing Requested 27 Judge: Hon. Hannah L. Blumenstiel 28

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1 This Stipulation Between Debtors and Tenant-in-Common Regarding (1) Consent to Sale 2 of Real Property; (2) Agreement to Deliver Documents Necessary to Effectuate Sale; and (3) 3 Entry of Judgment Pursuant to Section 363(h) (the “Stipulation”) is entered into by and between 4 Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and debtors in possession 5 (together with PFI, collectively, the “Debtors”), on the one hand, and Jonathan C. Marmelzat, 6 Trustee of The Jonathan C. Marmelzat Revocable Trust U/T/D July 24, 2008 (“TIC Owner”), on 7 the other hand. The Debtors and the TIC Owner may be referenced herein, collectively, as the 8 “Parties” and represent as follows: 9 RECITALS 10 A. Prior to the commencement of the Debtors’ bankruptcy cases, Debtor Professional 11 Investors 47, LLC (“LLC 47”) and TIC Owner entered into that certain The Hunt Plaza Office 12 Complex Tenancy in Common Agreement with the effective date of September 1, 2019, pursuant 13 to which the Debtors and TIC became tenants-in-common of the real property located at the 14 address commonly known as: 240 Tamal Vista, Corte Madera, California (the “TIC Property”). 15 B. As of the date of this Stipulation, the TIC Owner is the holder of a tenant-in-16 common interest in the TIC Property and is duly authorized to transfer such tenant-in-common 17 interest. 18 C. Beginning on July 16, 2020, and thereafter, the chapter 11 bankruptcy proceedings19 of the Debtors commenced. 20 D. On June 9, 2021, the Court entered the Order Finally Approving Amended 21 Disclosure Statement and Confirming Second Amended Joint Chapter 11 Plan of Professional 22 Financial Investors, Inc. and Its Affiliated Debtors Proposed by the Debtors and Official 23 Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and 24 the Ad Hoc Dot Noteholders Committee (Dated May 20, 2021) as Docket No. 678 and thereby 25 confirmed the Second Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. 26 and 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 28

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1 Noteholders Committee (the “Plan”) filed with the Court on June 8, 2021, as Docket No. 677. Th2 TIC Owner has made the TIC Investor Treatment Election (as that term is defined in the Plan). 3 E. To effectuate the Plan, the Debtors intend to monetize their real property assets, 4 including the Debtors’ interest in the TIC Property (collectively, the “Property”) for the benefit of5 their creditors. In furtherance of this goal, the Debtors have determined in their business judgmen6 to sell the Property, including the TIC Property, pursuant to one or more sale motions that will be 7 filed with the Court (each a “Sale”). Each such sale motion shall be subject to overbid pursuant t8 procedures that have been approved by the Court or pursuant to the Bankruptcy Code1 (defined 9 below). 10 F. In furtherance of the Sale, on July 16, 2021, PFI and LLC 47 filed a complaint (the11 “Complaint”) against the TIC Owner and Dennis W. Green and Susan Marie Green, Trustees, of 12 the Dennis W. Green and Susan Marie Green Revocable Trust (collectively, the “TIC 13 Defendants”), each in their capacities as a tenant in common for the Property, for (1) authority to 14 sell the Property free and clear of the TIC Defendants’ interests in the Property; and (2) a judicial 15 determination, under section 363(j) and Rule 7001(9) of the Federal Rules of Bankruptcy 16 Procedure, regarding the TIC Defendants’ respective ownership interests in the Property and their17 respective rights to a distribution of the net proceeds of the Sale, less costs and expenses, in 18 accordance with such respective ownership interests. The filing of the Complaint commenced tha19 certain adversary proceeding styled Professional Financial Investors, Inc. and Professional 20 Investors 47, LLC v. Dennis W. Green and Susan Marie Green, Trustees, of the Dennis W. Green 21 and Susan Marie Green Revocable Trust, and Jonathan C. Marmelzat, Trustee, of the Jonathan C22 Marmelzat Revocable Trust U/T/D July 24, 2008, and assigned case no. 21-03030 (the “Adversary 23 Proceeding”). 24 G. Section 363(f) of title 11 of the United States Code (the “Bankruptcy Code”) 25 provides, in pertinent part, that “[t]he trustee [or debtor in possession] may sell property under 26 subsection (b) or (c) of this section free and clear of any interest in such property of an entity othe27 1 Unless otherwise indicated, all section references in this Stipulation shall be to the Bankruptcy 28

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1 than the estate, only if … such entity consents …” 11 U.S.C. § 363(f). Further, section 363(h) 2 states: 3 Notwithstanding subsection (f) of this section, the trustee may sell both the estate’sinterest, under subsection (b) or (c) of this section, and the interest of any co-owne4 in property in which the debtor had, at the time of the commencement of the case, an undivided interest as a tenant in common, joint tenant, or tenant by the entirety, 5 only if— 6 (1) partition in kind of such property among the estate and such co-owners is impracticable; 7 (2) sale of the estate’s undivided interest in such property would realizesignificantly less for the estate than sale of such property free of the 8 interests of such co-owners; (3) the benefit to the estate of a sale of such property free of the 9 interests of co-owners outweighs the detriment, if any, to such co-owners; 10 and (4) such property is not used in the production, transmission, or 11 distribution, for sale, of electric energy or of natural or synthetic gas for heat, light, or power. 12 11 U.S.C. § 363(h). 13 H. Section 363(i) provides a co-owner of property to which subsection 363 (g) or (h) 14 applies an opportunity to purchase such property at the price at which such sale is to be 15 consummated. 11 U.S.C. § 363(i). 16 I. To effectuate each Sale of the TIC Property, the Debtors have requested the TIC 17 Owner’s (1) consent to the Sale, subject to Court approval; and (2) cooperation with respect to the18 execution and delivery of the following documents: (a) a fully executed grant deed (“Grant 19 Deed”), (b) California Franchise Tax Forms 593 and 1099 as applicable (the “California Tax 20 Forms”), (c) documents responsive to the Foreign Investment in Real Property Tax Act of 1980 21 (FIRPTA) as applicable (the “FIRPTA Disclosures”), (d) consent to escrow instructions (the 22 “Escrow Consent”), and (e) any other document or documents that may be necessary to effectuate23 the conveyance of its tenant-in-common interest in the TIC Property (collectively, together with 24 the Grant Deed, California Tax Forms, FIRPTA Disclosures, and Escrow Consent, the “TIC 25 Documents”) to the Successful Bidder (as defined below) by September 21, 2021, or actual sale 26 date. 27 J. Subject to the terms and conditions set forth in this Stipulation and in the interest o28

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1 in the TIC Property and stipulates to the entry of a judgment authorizing the Debtors to sell the 2 TIC Property pursuant to section 363(h). 3 STIPULATION 4 NOW THEREFORE, the Parties agree to enter into this Stipulation, subject to Court 5 approval, and effective as of the date of entry of an order approving this Stipulation pursuant to 6 agreement of the Parties: 7 1. The TIC Owner represents that it has reviewed the Purchase Agreement and 8 Escrow Instructions dated June 16, 2021 (the “Stalking Horse APA”), by and between PFI on 9 behalf of the Debtors on the one hand, and Hamilton Zanze & Company (the “Hamilton Zanze”), 10 on the other hand, and the Notice Regarding Allocated Purchase Prices for Properties Owned by 11 Tenants in Common with Debtors filed as Docket Number 720. 12 2. The TIC Owner represents and warrants that it: (i) is the holder of a tenant-in-13 common interest in the TIC Property, and (ii) has authority to (a) enter into this Stipulation; (b) 14 execute and deliver, without limitation, each of the TIC Documents; and (c) convey its tenant-in-15 common interest in the TIC Property to a buyer of the TIC Property. 16 3. The TIC Owner consents to the Sale of the Property, including the TIC Property, t17 Hamilton Zanze or the Successful Bidder as defined in the Stalking Horse APA. 18 4. The TIC Owner irrevocably and expressly waives its right of first refusal to 19 purchase the Debtors’ interest in the TIC Property, including to the extent such right of first 20 refusal exists pursuant to section 363(i), under a separate agreement, or in any other manner in la21 or equity. 22 5. The TIC Owner agrees to execute and deliver (i) the Grant Deed to convey its 23 tenant-in-common interest in the TIC Property to the Successful Bidder, and (ii) all of the 24 additional TIC Documents as required by Escrow Holder or Successful Bidder to effectuate the 25 transfer of its interest in the TIC Property. 26 6. On or about the Closing (as defined in the Stalking Horse APA or that of a 27 Successful Bidder), Escrow Holder (as defined in the Purchase Agreement) will utilize the 3.82%28 ownership percentage, as provided in that tenancy-in-common agreement between PFI and TIC

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1 Owner regarding the TIC Property, to prepare and deliver a closing statement specifying the 2 portion of the Purchase Price (as defined in the Stalking Horse APA or that of a Successful 3 Bidder) and all associated fees, costs, and prorations allocated to TIC Owner’s right, title, and 4 interest in the TIC Property; provided, however, TIC Owner shall not be receiving any funds fro5 the sale and transfer of the TIC Property to Hamilton Zanze or the Successful Bidder because TIC6 Owner has made the TIC Investor Treatment Election. 7 7. PFI shall indemnify, hold harmless and defend TIC Owner against all liability, los8 cost, claim or expense arising out of PFI’s obligations or actions arising from or related to the 9 Stalking Horse APA or any asset purchase agreement executed by a Successful Bidder. 10 8. The TIC Owner consents to the entry of an order approving this Stipulation in 11 substantially the form attached hereto as Exhibit A. For the avoidance of doubt, the TIC Owner 12 understands that the Debtors will seek entry of such order without further notice to the TIC 13 Owner. Pursuant to such order, PFI and LLC 47 will dismiss the second claim for relief set forth 14 in the Adversary Proceeding under section 363(j) (the “363(j) Claim”) and judgment pursuant to 15 section 363(h) (the “363(h) Judgment”) shall be entered against the TIC Owner in the Adversary 16 Proceeding. 17 9. Upon dismissal of the 363(j) Claim and entry of the 363(h) Judgment, PFI and LL18 47 shall cause the TIC Owner to be served with notice of dismissal of the 363(j) Claim and entry 19 of the 363(h) Judgment. 20 10. This Stipulation may be executed in two or more counterparts, each of which shall 21 be deemed an original, but all of which together shall constitute one and the same instrument. 22 11. The Parties’ or their respective undersigned counsel of record represent that each i23 fully authorized to execute and enter into this Stipulation on behalf of the respective Parties and 24 represents and acknowledges that each has authority to bind the parties hereto. 25 / / / 26 / / / 27 / / / 28 / / /

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(cid:7)(cid:1)(cid:4)(cid:6)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)(cid:7)(cid:1)(cid:4)(cid:6)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)

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(cid:7)(cid:1)(cid:4)(cid:5)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)(cid:7)(cid:1)(cid:4)(cid:5)(cid:1)(cid:4)(cid:2)(cid:4)(cid:3)

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1 Exhibit A [Proposed Order] 2 UNITED STATES BANKRUPTCY COURT 3 NORTHERN DISTRICT OF CALIFORNIA, SAN FRANCISCO DIVISION 4 In re Case No. 20-30604 5 PROFESSIONAL FINANCIAL (Jointly Administered) 6 INVESTORS, INC., a California corporation, et al., Chapter 11 7 Debtors. [PROPOSED] ORDER APPROVING 8 STIPULATION BETWEEN DEBTORS AND TENANT-IN-COMMON 9 REGARDING (1) CONSENT TO SALE OF REAL PROPERTY; (2) AGREEMENT TO 10 DELIVER DOCUMENTS NECESSARY TO EFFECTUATE SALE; AND (3) 11 ENTRY OF JUDGMENT PURSUANT TO SECTION 363(h) 12 TIC OWNER: Jonathan C. Marmelzat, 13 Trustee of The Jonathan C. Marmelzat Revocable Trust U/T/D July 24, 2008 14 No Hearing Requested 15 Judge: Hon. Hannah L. Blumenstiel 16 The Court having read and considered the Stipulation Between Debtors and Tenant-in-17 Common Regarding (1) Consent to Sale of Real Property; (2) Agreement to Deliver Documents 18 Necessary to Effectuate Sale; and (3) Entry of Judgment Pursuant to Section 363(h) (the 19 “Stipulation”) entered into by and between Professional Financial Investors, Inc. (“PFI”) and its 20 affiliated debtors and debtors in possession (together with PFI, collectively, the “Debtors”), on th21 one hand, and Jonathan C. Marmelzat, Trustee of The Jonathan C. Marmelzat Revocable Trust 22 U/T/D July 24, 2008 (“TIC Owner”), on the other hand, and filed with the Court on [•], 2021, as 23 Docket No. [•], and good cause appearing to approve the Stipulation, 24 IT IS HEREBY ORDERED that: 25 1. The Stipulation is APPROVED in its entirety; 26 2. The Parties are authorized to execute and deliver to the Debtors and the Successful27 Bidder the TIC Documents. 28

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1 3. PFI and LLC 47 shall dismiss the 363(j) Claim in the Adversary Proceeding 2 (bearing case number 21-03030). 3 4. Judgment pursuant to section 363(h) shall be entered against the TIC Owner in the4 Adversary Proceeding. 5 *** END OF [PROPOSED] ORDER *** 6 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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