STIPULATED MOTION AND PROPOSED ORDER MODIFYING PREVIOUS ORDER REGARDING UPDATED BUDGET, PROPOSAL FOR FINANCING, AND CONSULTANT AGREEMENT FOR FARMER'S MARKET AND MOTION PRELIMINARILY APPROVING DISPOSITION OF RECEIVERSHIP ASSETS

NOTE ON MOTION CALENDAR: Date of Filing per [Local Civil Rules 10(g), 7(d)1]

JAMES L. ROBART, District Judge.

STIPULATED MOTION

PLEASE TAKE NOTICE that Michael A. Grassmueck (the "Receiver"), the court-appointed Receiver for Path America LLC; Path America SnoCo LLC; Path America Farmer's Market, LP; Potala Shoreline, LLC; Potala Village Kirkland, LLC; Dargey Development, LLC; Dargey Enterprises, LLC; Path Farmer's Market, LLC; and Dargey Holdings, LLC, and Plaintiff Securities and Exchange Commission ("SEC")1, hereby file this stipulated motion ("Stipulated Motion") for an order modifying this Court's prior order approving, among other things, the Receiver's recommendation to select the restructuring proposal submitted by EB5 Group, LLC ("EB5G") for the mixed use development project currently known as Potala Marketplace, located at 2900 Grand Avenue, Everett, Washington (the "Restructuring Transaction"), to extend the Court-ordered deadline to execute the final documents memorializing the Restructuring Transaction.

WHEREAS, on March 8, 2017, the Court entered an order (the "Preliminary Approval Order") which, among other things, approved the Receiver's recommendation to select the proposal for the Restructuring Transaction proposed by EB5G;

WHEREAS, the Preliminary Approval Order requires the Receiver and EB5G to finalize and execute final documents memorializing the Restructuring Transaction by no later than March 31, 2017, and submit a motion for approval of the final terms of the Restructuring Transaction, including the fully executed documents memorializing the Restructuring Transaction and agreement between the parties, by no later than April 13, 2017;

WHEREAS, the Receiver and EB5G are diligently working to finalize documents for the Restructuring Transaction, but require additional time beyond March 31, 2017 to conclude their discussions regarding the final terms of the transaction and prepare final documents for execution;

WHEREAS, the Receiver and EB5G anticipate that final documents for the Restructuring Transaction will be prepared and fully executed on or before April 7, 2017, and the Receiver will still have sufficient time to meet the Court's April 13, 2017 deadline to submit his motion for approval of the transaction, thereby avoiding any delay in closing the transaction before appeal papers must be submitted to United States Citizenship and Immigration Services;

WHEREAS, the Parties have conferred regarding extending the deadline to execute the final documents memorializing the Restructuring Transaction, and have agreed that the current deadline of March 31, 2017 should be extended to April 7, 2017.

THEREFORE, the Parties hereby STIPULATE and AGREE as follows:

1. The deadline to execute the final documents memorializing the Restructuring Transaction is to be extended to April 7, 2017; and

2. All other deadlines established in the Preliminary Approval Order shall otherwise remain unchanged.

IT IS SO STIPULATED.

[PROPOSED] ORDER

The Court, having read the Stipulated Motion and Proposed Order Modifying Previous Order Regarding Updated Budget, Proposal for Financing, and Consultant Agreement for Farmer's Market and Motion Preliminarily Approving Disposition of Receivership Assets (the "Stipulated Motion"), filed by Michael A. Grassmueck, the Court-appointed receiver for Path America LLC; Path America SnoCo LLC; Path America Farmer's Market, LP; Potala Shoreline, LLC; Potala Village Kirkland, LLC; Dargey Development, LLC; Dargey Enterprises, LLC; Path Farmer's Market, LLC; and Dargey Holdings, LLC, and Plaintiff Securities and Exchange Commission— which seeks an order modifying this Court's prior order entered on March 8, 2017 (Docket No. 511) (the "Preliminary Approval Order") approving the Receiver's recommendation to select the restructuring proposal submitted by EB5 Group, LLC ("EB5G") for the mixed use development project currently known as Potala Marketplace, located at 2900 Grand Avenue, Everett, Washington (the "Restructuring Transaction"), to extend the existing deadline to execute the final documents memorializing the Restructuring Transaction — and good cause appearing therefor, hereby ORDERS as follows:

1. The Stipulated Motion is hereby Approved;

2. The March 31, 2017 deadline for the Receiver and EB5G to execute final agreements for the Restructuring Transaction is hereby extended to April 7, 2017; and

3. All other deadlines established in the Preliminary Approval Order shall otherwise remain unchanged.

IT IS SO ORDERED.

CERTIFICATION OF MEET AND CONFER

In accordance with Local Civil Rule 5(g)(3)(A), I hereby certify that I met and conferred with all other parties to this Stipulated Motion and Proposed Order Modifying Previous Order Regarding Updated Budget, Proposal for Financing, and Consultant Agreement for Farmer's Market and Motion Preliminarily Approvong Disposition of Receivership Assets on March 28, 2017, by way of e-mail communications with counsel for the parties, and the parties agree that the March 31,2017 deadline previously established by the Court to execute final agreements for the restructuring transaction for the mixed use development project currently known as Potala Marketplace, located at 2900 Grand Avenue, Everett, Washington should be extended to April 7, 2017.