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Plan Supplement"), No Later Than Seven (7) Days Prior to the Voting Deadline Under the 7 Plan, Which Deadline Is Set to Occur on May 13, 2021

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Plan Supplement 1 Ori Katz (CA Bar No. 209561) Debra I. Grassgreen (CA Bar No. 169978) J. Barrett Marum (CA Bar No. 228628) John D. Fiero (CA Bar No. 136557) 2 Matt Klinger (CA Bar No. 307362) Cia H. Mackle (admitted pro hac vice) SHEPPARD, MULLIN, RICHTER & HAMPTON PACHULSKI STANG ZIEHL & JONES LLP 3 LLP Four Embarcadero Center, 17th Floor 150 California Street, 15th Floor 4 San Francisco, CA 94111-4019 San Francisco, CA 94111 Telephone: (415) 434-9100 Telephone: (415) 263-7000 5 Facsimile: (415) 434-3947 Facsimile: (415) 263-7010 Email: [email protected] E-mail: [email protected] 6 [email protected] [email protected] [email protected] [email protected] 7 Counsel to the Official Committee of Counsel to Debtors and Debtors in Possession Unsecured Creditors 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN FRANCISCO DIVISION 12 In re: Chapter 11 13 PROFESSIONAL FINANCIAL Case No. 20-30604 INVESTORS, INC., et al., 14 (Jointly Administered) 15 SUPPLEMENT TO AMENDED JOINT Debtors. CHAPTER 11 PLAN OF PROFESSIONAL 16 FINANCIAL INVESTORS, INC. AND ITS AFFILIATED DEBTORS PROPOSED BY THE 17 DEBTORS AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS AND SUPPORTED 18 BY THE AD HOC LLC MEMBERS COMMITTEE AND THE AD HOC DOT 19 NOTEHOLDERS COMMITTEE 20 Plan Confirmation Hearing: Date: May 27, 2021 21 Time: 10:00 a.m. (Pacific Time) Place: Telephonic/Video Appearances Only 22 450 Golden Gate Avenue, 16th Floor San Francisco, CA 94102 23 Judge: Hon. Hannah L. Blumenstiel 24 25 On April 9, 2021, Professional Financial Investors, Inc. (“PFI”) and its affiliated debtors and 26 debtors in possession (collectively, with PFI, the “Debtors”)1 and the Official Committee of 27 1 A complete list of the Debtors and their respective chapter 11 case numbers may be found at 28 www.donlinrecano.com/pfi. The federal tax identification numbers of each of the Debtors is also available in the bankruptcy petitions of each Debtor, also available at the Donlin Recano website. SMRH:4828-1840-9960.1 -1- 043021 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 1 of 39 1 Unsecured Creditors (the “Committee” and together with the Debtors, the “Proponents”), filed their 2 Joint Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by the 3 Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC 4 Members Committee and the Ad Hoc DOT Noteholders Committee as Dkt. No. 554 (the “Plan”).2 5 The Plan provides for the filing of a supplement providing certain information as described in 6 the Plan (the "Plan Supplement"), no later than seven (7) days prior to the Voting Deadline under the 7 Plan, which deadline is set to occur on May 13, 2021. Accordingly, this Plan Supplement is being 8 provided in accordance with the terms of the Plan. 9 Enclosed with this Plan Supplement are the following exhibits: 10 • Exhibit A: PFI Trust Agreement 11 • Exhibit B: 1129(a)(5) Disclosures 12 • Exhibit C: Schedule of Assumed Agreements 13 • Exhibit D: Revised List of Potential Claims 14 15 Dated: May 6, 2021 SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 16 By: /s/ Ori Katz 17 Ori Katz J. Barrett Marum 18 Matt Klinger 19 Attorneys for the Debtors 20 Dated: May 6, 2021 PACHULSKI STANG ZIEHL & JONES LLP 21 22 By: /s/ Cia H. Mackle Debra Grassgreen 23 John D. Fiero Cia H. Mackle 24 25 Attorneys for the Official Committee of Unsecured Creditors 26 27 28 2 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan. SMRH:4828-1840-9960.1 -2- 043021 73ZL-319169 Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 2 of 39 EXHIBIT A Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 3 of 39 PFI TRUST AGREEMENT This PFI Trust Agreement (as it may be amended, modified, supplemented or restated from time to time, this “Agreement”) dated as of __________, 2021, is made and entered into by and among the entities listed as “Debtors” on the signature pages hereto (each, a “Debtor”) and Michael Goldberg, solely in his capacity as post-effective date trustee for purposes of this Agreement (the “PFI Trustee”) executed in connection with and pursuant to the terms of the Amended Joint Chapter 11 Plan of Professional Financial Investors, Inc. and its Affiliated Debtors Proposed by the Debtors and Official Committee of Unsecured Creditors and Supported by the Ad Hoc LLC Members Committee and the Ad Hoc DOT Noteholders Committee dated ___________, 2021 (as it may be amended, modified, supplemented or restated from time to time, the “Plan”), which Plan provides for, among other things, the establishment of the trust evidenced hereby (the “PFI Trust”). All capitalized terms which are used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such Defined Terms in the Plan. WI T N E S S E T H WHEREAS, the Chapter 11 Cases were commenced by the Debtors filing voluntary and involuntary chapter 11 petitions in the Bankruptcy Court on various dates between July 16, 2020 and February 4, 2021; WHEREAS, the Bankruptcy Court confirmed the Plan by order dated _____________; WHEREAS, this Agreement is entered into to effectuate the establishment of the PFI Trust as provided in the Plan and the Confirmation Order; WHEREAS, the PFI Trust is established for the benefit of the PFI Trust Beneficiaries under the Plan; WHEREAS, the PFI Trust is established (i) for the purpose of collecting, administering, distributing and monetizing the PFI Trust Assets for the benefit of the PFI Trust Beneficiaries in accordance with the terms of this Agreement and the Plan and (ii) to pay certain Allowed Claims and statutory fees, in each case to the extent required by the Plan; WHEREAS, the PFI Trust shall have no objective or authority to continue or to engage in the conduct of a trade or business, except to the extent reasonably necessary to, and consistent with, the purpose of the PFI Trust as set forth in this Agreement and the Plan; WHEREAS, the Plan provides that the PFI Trust Beneficiaries are entitled to their applicable PFI Trust Interests; WHEREAS, pursuant to the Plan, the Debtors, the PFI Trustee, and the PFI Trust Beneficiaries are required to treat, for all federal income tax purposes, the transfer of the PFI Trust Assets to the PFI Trust as a deemed transfer of the PFI Trust Assets by the Debtors to the PFI Trust Beneficiaries on account of their Allowed Claims under the Plan, followed by a deemed transfer of the PFI Trust Assets by the PFI Trust Beneficiaries to the PFI Trust in exchange for the beneficial interests herein, and to treat the PFI Trust Beneficiaries as the grantors and owners of the PFI Trust in accordance with Treasury Regulation Section 301.7701-4; SMRH:4834-7404-3368.1 -1- Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 4 of 39 WHEREAS, the PFI Trust is intended to be treated as a grantor trust for federal income tax purposes; and WHEREAS, the Bankruptcy Court shall have jurisdiction over the PFI Trust, the PFI Trustee, and the PFI Trust Assets as provided herein and in the Plan. NOW, THEREFORE, in consideration of the promises and the mutual covenants contained herein and in the Plan, the Debtors and the PFI Trustee agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATIONS 1.1 Definitions. 1.1.1. “Agreement” shall have the meaning set forth in the introductory paragraph to this Agreement. 1.1.2. “Debtor” shall have the meaning set forth in the introductory paragraph to this Agreement. 1.1.3. “PFI Trust” shall have the meaning set forth in the introductory paragraph to this Agreement. 1.1.4. “PFI Trustee” shall mean (x) initially, the Person named in the introductory paragraph to this Agreement as the PFI Trustee, and (y) any successors or replacements duly appointed under the terms of this Agreement. 1.1.5. “Plan” shall have the meaning set forth in the introductory paragraph to this Agreement. 1.1.6. “Statements” shall have the meaning set forth in Section 8.7 hereof. 1.1.7. “Transfer” shall mean, with respect to a PFI Trust Interest, any transfer, sale, pledge, assignment, conveyance, gift, bequest, inheritance, grant, distribution, hypothecation or other disposition of or creation or a security interest in such PFI Trust Interest, whether voluntarily or by operation of law. “Transferor,” “Transferee,” and “Transferred” shall have correlative meanings. 1.1.8. “Transfer Notice” shall have the meaning set forth in Section 6.5.1 hereof. 1.2 Plan Terms Control. In the case of any inconsistency between the terms of this Agreement and the terms of the Plan, the terms of the Plan shall govern and control. This Agreement shall not be construed to impair or limit in any way the rights of any Person under the Plan. 1.3 Interpretation. In this Agreement, except to the extent the context otherwise requires, (i) reference to any Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital, is to that such Section, Article, subsection, clause, Schedule, Exhibit, preamble or recital under this Agreement, (ii) the words “hereof,” “herein,” and similar terms shall refer to this Agreement and not SMRH:4834-7404-3368.1 -2- Case: 20-30604 Doc# 612 Filed: 05/06/21 Entered: 05/06/21 21:40:55 Page 5 of 39 to any particular section or article of this Agreement, (iii) references to any document or agreement, including this Agreement, shall be deemed to include references to such document or agreement as amended, supplemented, replaced
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