PUBLIC NOTICE OF UCC SALE: GROWSOUTH KESSLER, LLC

NOTICE OF PUBLIC SALE OF COLLATERAL

Pursuant to Section 9.610 of the Texas Business and Commerce Code (the Texas Uniform Commercial Code, the “UCC”), GROWSOUTH KESSLER, LLC, a Delaware limited liability company, having an address at c/o Civitas Capital Management, LLC, 1722 Routh Street, Suite 800, Dallas, Texas 75201 (herein “Mezzanine Lender”) will sell, at Public Sale, the Collateral (as defined below) pledged by GFCA OPPORTUNITY I GP, LLC, a Texas limited liability company (“GFCA”) and GFLP Entity I, LP, a Delaware limited partnership (“GFLP,” and together with GFCA, each a “Pledgor” and collectively the “Pledgors”), in accordance with the terms hereof and that certain Pledge and Security Agreement (the “Pledge Agreement”) dated as of June 21, 2019 executed by the Pledgors and GFCA OPPORTUNITY I, LP, a Texas limited partnership (the “Borrower”), and acknowledged and agreed to by the Mezzanine Lender.

Collateral description

The Collateral to be sold at the Public Sale consists of all of each Pledgor’s right, title and interest to the following (collectively, the “Collateral”):

(a) all limited partnership interests of each Pledgor in Borrower, together with all limited partnership interest certificates, options or rights of any nature whatsoever which currently exist or hereafter may be issued or granted by Borrower to any Pledgor while the Pledge Agreement is in effect (the “Pledged Securities”);

(b) all securities, monies, or property representing dividends or interest on any of the Pledged Securities, or representing a distribution in respect of the Pledged Securities, or resulting from a split-up, revision, reclassification or other like change of the Pledged Securities or otherwise received in exchange therefor, and any subscription warrants, rights or options issued to the holders of, or otherwise in respect of, the Pledged Securities;

(c) all right, title and interest of each Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Securities and any other Collateral, provided, however, such grant contained in this sub-paragraph (c) shall not include any insurance policies or payments thereunder with respect to insurance policies obtained by Borrower in connection with insuring any improvements located at  the Property (defined below);

(d) all “accounts,” “deposit accounts,” “general intangibles,” “instruments,” “securities,” and “investment property” (in each case as defined in the UCC) constituting or relating to the foregoing; and

(e)  all Proceeds (defined below) of any of the foregoing (including, without limitation, any proceeds of insurance thereon).

For purposes of this Collateral description, the term “Proceeds” means all “proceeds” as such term is defined in Section 9.102(a)(65) of the UCC in effect on June 21, 2019 and, in any event, shall include, without limitation, all dividends or other income from the Pledged Securities, collections thereon or distributions with respect thereto. The term “Property” means and includes Lot 2, Block 1/4736, of Kessler West, an addition to the City of Dallas, Dallas County, Texas, according to the plat thereof recorded under Clerk’s File No. 201900251940 Real Property Records, Dallas County, Texas (street address 2105 W. Davis Street, Dallas, Texas 75208).

Terms and Conditions of Sale

The Collateral will be offered for sale to any Qualified Bidder (defined below) in a single block to a single purchaser for cash only, without recourse against the Mezzanine Lender and subject to the disclaimer of representations and warranties set forth below.

All bids must be made orally by a Qualified Bidder at the time of the Public Sale. Mezzanine Lender shall not be obligated to accept any bid if it deems the highest bid inadequate. Mezzanine Lender reserves the right to waive or vary any term or condition of the Public Sale, including, without limitation, the right to or adjourn the sale to a future date by giving notice thereof at the sale without the necessity of prior or subsequent notice or published notice. Mezzanine Lender may announce additional or amended terms and conditions of sale at any time prior to or at the Public Sale or any adjournment thereof. Mezzanine Lender shall have the right to adjourn the Public Sale before, during or after commencement of bidding.

The Pledged Securities are unregistered securities under the Securities Act of 1933 (the “1933 Act”). Because the Pledged Securities are unregistered under the 1933 Act and will be sold in bulk in one block, the purchaser of the Pledged Securities will be required to execute a letter (the “1933 Act Letter”) representing: (i) that it is purchasing the Pledged Securities for its own account and not with a view to distribution thereof; (ii) that the Pledged Securities will not be resold or transferred or otherwise hypothecated by the purchaser without prior registration in accordance with the 1933 Act and applicable state blue sky laws or unless an exemption from such registration under the 1933 Act or applicable state blue sky laws is available; (iii) that the bidder is an “accredited investor” as that term is defined in the 1993 Act and possesses sufficient business experience to evaluate the risk of purchasing the Pledged Securities; (iv) that the Pledgor has sufficient financial means to be able to afford the risk of the investment; and (v) and such other requirements as Mezzanine Lender in its sole discretion may establish.

THIS NOTICE DOES NOT CONSTITUTE AN OFFER TO SELL, NOR THE SOLICITATION OF AN OFFER TO BUY, THE PLEDGED SECURITIES TO OR FROM ANYONE IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED.

Mezzanine Lender reserves the right to bid for and purchase the Collateral and to credit its bid and purchase price against the indebtedness secured by its security interests in the Collateral and all expenses of the sale as allowed by law.

Prospective purchasers who are Qualified Bidders must be prepared to pay the full purchase price at the time of sale in cash or by bank cashier’s check. Should the successful bidder fail to so deliver the purchase price, the Mezzanine Lender reserves the right, in its sole discretion, to re-sell the Collateral, and any loss arising from such sale shall be the responsibility of the defaulting successful bidder. The sale may be subject to such further conditions and provisions as may be announced at the start of the sale.

The Public Sale is subject to cancellation and/or postponement. Qualified Bidders are advised to contact the Mezzanine Lender as indicated below, prior to attendance.

The Collateral will be sold subject to any applicable federal tax liens, leases, prior security interests and liens, and any prior encumbrances or charges.

The term “Qualified Bidder” means and includes, in addition to the other requirements of these terms and conditions: (a) the Mezzanine Lender, or (b) any other party approved by Bank OZK (“Bank”) in its sole discretion pursuant to the terms and conditions of an Intercreditor Agreement between the Bank and the Mezzanine Lender dated as of June 21, 2019 (the “Intercreditor Agreement”). Such approval must be obtained on or before the date and time of the public foreclosure sale.

In addition to the 1933 Act letter and the requirements of a Qualified Bidder as described above, a prospective bidder will be required, to become a Qualified Bidder, to (a) provide proof of the bidder’s financial wherewithal to consummate a purchase of the Collateral on the day of the public foreclosure sale, (b) provide such other information and sign such other documents and agreements as the Mezzanine Lender may request in its discretion.

Time and Date of Public Sale

The Public Sale will take place on June 27, 2024, at 10:00 A.M., Dallas, Texas, time, at the offices of Munsch Hardt Kopf & Harr, PC, 500 N. Akard Street, Suite 4000, Dallas, Texas 75201-6605, Attention: Jeff Dunn, Telephone Number: 214.855.7588.

Inquiries

Persons who are interested in becoming a Qualified Bidder for the Collateral and desire a more detailed description of the Collateral, the Borrower, the Borrower’s assets, debt secured by the Property and Collateral, and Qualified Bidder requirements, or with questions concerning the public sale, may contact Mr. Daniel J. Healy, Chief Executive Officer, Civitas Capital Group, 1722 Routh Street, Suite 800, Dallas, Texas 75201 USA, at [email protected] or by telephone at +1 214.572.2301, no later than June 26, 2024.

Information may be disclosed to prospective purchasers who wish to be considered as a Qualified Bidder only after the prospective bidder signs and returns a confidentiality agreement in the form required by Mezzanine Lender.

No Representations or Warranties by the Mezzanine Lender

THE COLLATERAL WILL BE SOLD WITH ALL FAULTS, AS-IS, WITHOUT RECOURSE AGAINST MEZZANINE LENDER, AND WITH NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO TITLE, USE, CONDITION, FITNESS, FITNESS OF PURPOSE, MERCHANTABILITY, MARKETABILITY OR OTHERWISE.

MEZZANINE LENDER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO EITHER THE COLLATERAL, THE CONDITION OF THE COLLATERAL, THE TITLE TO THE COLLATERAL, THE EXISTENCE OR NATURE OF ANY LIENS OR ENCUMBRANCES, THE VALUE OF THE INTEREST OFFERED FOR SALE, AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES OF MERCHANTABILITY, MARKETABILITY, FITNESS, FITNESS OF PURPOSE AND OTHERWISE.

This Notice of Public Sale of Collateral is dated June 13, 2024.