PUBLIC NOTICE OF UCC SALE by Auction Advisors: MM 1045 Hidden Ridge, LLC

PUBLIC NOTICE OF AUCTION BY AUCTION ADVISORS

OFFERING MINORITY INTEREST IN LLC THAT

 OWNS REAL PROPERTY IN IRVING, TX

NOTICE OF SECURED PARTY’S PUBLIC AUCTION

UNDER SECTION 9.610 OF THE TEXAS BUSINESS & COMMERCE CODE OF

MINORITY LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IN

MM 1045 HIDDEN RIDGE, LLC

PLEASE TAKE NOTICE that on September 18, 2024, starting at 11:00 AM Dallas, Texas time, pursuant to Section 9.610 of the Texas Business and Commerce Code (the “UCC”), AUCTION ADVISORS, as Auctioneer, on behalf of 2M Holdings, LP, a Delaware limited partnership (the “Secured Party”), will offer for sale at a public auction certain minority limited liability company membership interests (the “Membership Interest” or the “Collateral”) in MM 1045 HIDDEN RIDGE, LLC, a Texas limited liability company (“MM 1045”), owned by Avenue One Group Inc., a Wyoming corporation (“Debtor”), in which the Secured Party holds a perfected priority security interest.  The Collateral shall include the following:

All of Debtor’s right, title and interest in, under, or with respect to Debtor’s Membership Interest in MM 1045, whether direct or indirect, whether legal, beneficial or economic, whether fixed or contingent, whether arising under the First Amended and Restated Company Agreement of MM 1045, dated March 27, 2023 (the “Company Agreement”), under applicable law or otherwise, as the owner of a NINETEEN PERCENT (19%) Membership Interest in and to MM 1045.  The Collateral shall include (without limiting the foregoing): Debtor’s interest in any rights to participate in the management and/or equity of MM 1045, Debtor’s share of the profits, losses and capital of MM 1045, Debtor’s voting rights and all of Debtor’s rights in, to and under the Company Agreement, all proceeds (including claims against third parties), products, rents, revenues, issues, profits, royalties, income, benefits, additions and accessions to or of any of the foregoing, and all books and records (in whatever form or media, including without limitation computerized records, software and disks) relating to any of the foregoing.

The public auction sale will be conducted virtually via online video conference. Instructions on how to become a “qualified bidder” and attend the auction via online video conference are set forth in the Terms & Conditions of Auction which are available online at www.AuctionAdvisors.com or by contacting Joshua Olshin of Auction Advisors at:  [email protected] or by contacting Jay LaJone, Esq. of Steptoe & Johnson at: [email protected].  Any interested bidder must satisfy the requirements to be a “qualified bidder” by no later than 11:00 AM Dallas, Texas time on September 16, 2024.

Secured Party is and shall be a qualified bidder and shall be allowed to credit bid amounts due and owing to it by Debtor in connection with any bids it may make with respect to the Collateral.

Qualified bidders (other than the Secured Party) shall be required to post a $50,000.00 good faith deposit prior to bidding, which deposit will be required to be increased to twenty five percent (25%) of the successful bid by the successful bidder on or prior to 11:00 AM Dallas Time on September 19, 2024.  Secured Party shall not be required either to post a good faith deposit or to increase its deposit as aforesaid.  All deposits of qualified bidders, other than the successful bidder, will be refunded after the auction.  The auction shall not be concluded until the highest qualified bidder (other than credit bids of the Secured Party) has paid for the Collateral.  Subject to the higher credit bid of the Secured Party, the highest qualified bidder at the auction will be required to deposit the balance of the full amount of the bid price in escrow with the Escrow Agent (as such term is defined in the Terms and Conditions of Auction), by way of a bank wire that is received by the Escrow Agent no later than October 1, 2024, at 11:00 AM, Dallas, Texas time.  Should the highest qualified bidder fail to pay for the Collateral, the next highest qualified bidder shall be contacted and shall purchase the Collateral and so on until the Collateral has been sold, subject in all cases to the higher credit bid of the Secured Party.

This public auction sale is being held by the Secured Party to enforce the rights of Secured Party in the Collateral.  The Debtor will remain obligated for any deficiency on the debt owed to Secured Party existing after the sale of the Collateral.  The amount of the secured obligations owed to the Secured Party is in excess of $3,406,680.23 (the amount outstanding as of June 14, 2024).  The Debtor is entitled to an accounting of the unpaid debt at no charge by contacting Jay LaJone, counsel for the Secured Party, by e-mail at [email protected] or by phone at (214) 373-2556.

THE COLLATERAL IS SUBJECT TO THAT CERTAIN FIRST AMENDED AND RESTATED COMPANY AGREEMENT DATED MARCH 27, 2023 (THE “COMPANY AGREEMENT”) OF MM 1045 HIDDEN RIDGE, LLC (“MM 1045”).  PURSUANT TO SECTION 3.10(a) OF THE COMPANY AGREEMENT, DEBTOR GRANTED TO THE SECURED PARTY A SECURITY INTEREST IN, AND A GENERAL LIEN ON, DEBTOR’S MEMBERSHIP INTEREST IN MM 1045 AND THE PROCEEDS THEREOF, ALL UNDER THE UNIFORM COMMERCIAL CODE OF THE STATE OF TEXAS.  SUCH MEMBERSHIP INTEREST (AS WELL AS THAT OF ALL OTHER MEMBERS OF MM 1045) HAS BEEN CERTIFICATED PURSUANT TO SECTION 3.10(b) OF THE COMPANY AGREEMENT, AND THE CERTIFICATED MEMBERSHIP INTEREST OF DEBTOR IS IN THE POSSESSION OF THE SECURED PARTY.  PURSUANT TO SECTION 3.10(c) OF THE COMPANY AGREEMENT, ALL LIMITED LIABILITY COMPANY MEMBERSHIP INTERESTS IN MM 1045 SHALL BE DEEMED SECURITIES GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE.  The membership interests of MM 1045 Hidden Ridge, LLC are unregistered securities under the Securities Act of 1933, and as such are subject to certain transfer restrictions.  The Membership Interest sold in this sale will be sold as a single block.

The sale of the Collateral will be conducted in compliance with federal and state securities laws, including without limitation: (i) each bidder’s representation that he, she or it (a) is an “accredited investor” as defined in Regulation D under the Securities Act of 1933, as amended, or (b) (1) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of the investment, and (2) has sufficient financial means to afford the risk of the investment, and (c) is acquiring the Collateral for investment purposes with no present view to a further distribution; and (ii) acknowledgement by the purchaser that the Collateral is a restricted security, the further transfer of which is restricted unless registered or exempt from registration under state and federal securities laws, and that any membership certificate representing the purchaser’s interest in the Collateral will bear a legend substantially to such effect.

The sale will be FINAL and on an “AS-IS, WHERE IS, WITH ALL FAULTS” basis and will be made WITHOUT REPRESENTATION OR WARRANTY WHATSOEVER of any kind made by the Secured Party and without recourse to the Secured Party.  There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.

Secured Party reserves the right to establish all bidding procedures and requirements and to have prospective bidders reasonably demonstrate to the satisfaction of Secured Party that they are qualified investors and their ability to perform and close on the acquisition of the Membership Interest in MM 1045.  Secured Party reserves the right to credit bid at the sale.  Secured Party also reserves the right to adjourn, continue, or cancel the sale without further notice. Other terms and conditions of the sale are set forth in the Terms & Conditions.

Certain additional information available to Secured Party regarding MM 1045 Hidden Ridge, LLC will be made available via a secure data room to prospective bidders who execute a non-disclosure agreement.  Such non-disclosure agreement, and other information and due diligence materials may be obtained by visiting www.AuctionAdvisors.com.

Interested parties who would like additional information should contact Jay LaJone, counsel for the Secured Party, by e-mail at [email protected] or by phone at (214) 373-2556

The auction of the Membership Interest will commence at 11:00 AM Dallas, Texas time on September 18, 2024.