PUBLIC NOTICE OF UCC SALE: NB SIERRA BLOOM, LLC

PUBLIC NOTICE OF UNIFORM COMMERCIAL CODE SALE

NB SIERRA BLOOM, LLC

NOTICE IS HEREBY GIVEN, that, pursuant to Section 5/1-101 et. seq. of the Illinois Uniform Commercial Code (810 ILCS 5/1-101); including but not limited to Section 9-610, of the Illinois Uniform Commercial Code,  and, pursuant to the terms and provisions contained  in that certain Membership Interest Pledge Agreement, dated as of February 7, 2017 (the “Security Agreement”) and executed by Todd Bryant (“Borrower” or “Debtor”) and Voshel Investments LLC (“Lender” or “Secured Party”), the collateral listed below will sell via auction at public sale (the “Auction”) on July 30, 2024 at 2:00 PM Central Daylight Time (the “Auction Date” or the “Sale”), at the offices of Rally Capital Advisors, LLC, 350 N. LaSalle Street, Suite 1100, Chicago, IL, in person and virtually hosted on Zoom and recorded, in accordance with the terms and conditions set forth below.

The Secured Party is a duly perfected secured creditor with respect to all debts, obligations and liabilities of Borrower in those certain Promissory Notes dated February 7, 2017 in the amount of $645,611.50 and March 28, 2017 in the amount of $1,200,000.00 executed by Borrower in favor of the Secured Party and the holder of the security interests granted the Secured Party by the Security Agreement.

The Secured Party reserves all rights accruing to it under the Promissory Notes and Security Agreement, including the right to seek a judgment for any deficiency remaining on account of the Debtor’s indebtedness after the conclusion of the sale.

TERMS AND CONDITIONS: The collateral to be sold at public sale in which the Debtor holds an interest is the following assets (“Collateral”):              a)         All of Debtor’s right, title and interest in and to, whether now owned or hereafter acquired, membership interests in NB Sierra Bloom, LLC, all rights and obligations under the Operating Agreement of NB Sierra Bloom, LLC dated December  1, 2016, including any amendments thereto, the certificates or other documents, if any, representing or evidencing such membership interests, and all cash, securities, interest, distribution or dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such interests.            b)        Any other property, whether now owned or hereafter acquired, delivered to the Debtor in substitution for or in addition to any of the foregoing (in section “a” above), all certificates, instruments or other documents, if any, representing or evidencing such other property, and all cash, securities, interest, distribution or dividends, rights and other property at any time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof.            c)         Any and all other rights Debtor has, or it might ever obtain, in NB Sierra Bloom, LLC or secured by the Security Agreement.            The Collateral sold, or to be sold, are being sold as a single lot “As Is” and “Where Is,” and with no express or implied warranties, representation, statements or conditions of any kind including but not limited to warranties of merchantability or fitness for a particular purpose and are to be sold in accordance with the terms and provisions set forth above. The Secured Party is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the lessor so consents). The Collateral being sold, or to be sold, is subject to the terms of the Operating Agreement of NB Sierra Bloom, LLC, and any Purchaser shall be subject to all of its terms and conditions. The Secured Party reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the sale or impose any other terms or conditions on the sale, and, if the Secured Party deems appropriate, to reject any bids or continue the sale (whether for all of the Assets or separate lots) without prior notice.  All bids must be given in writing 48 hours prior to the Sale. In conjunction with such bid, each bidder (except Secured Party) must deposit in with Rally Capital Advisors a cashier’s check, wire transfer or cash equivalent equal to ten percent (10%) of said bidder’s proposed purchase price for the Collateral.  Secured Party shall not be obligated to accept any bid if it deems the bid inadequate.

Secured Party reserves the right to credit bid for the Collateral under any circumstance, regardless of whether any bid has been received. Secured Party shall have the right to adjourn the sale before, during or after the commencement of bidding. Upon completion of bidding and, if applicable, acceptance of a bid, Secured Party shall return all deposits by unsuccessful bidder(s) within forty-eight (48) hours.  The successful bidder, if any, shall be required to pay the balance of the bid price by cash, or cash equivalent within forty-eight (48) hours of the conclusion of the Auction. Failure to pay balance will result in an automatic forfeiture of the earnest money deposit made by the successful bidder. In such event, Secured Party shall have the right to accept the bid of any other bidder at the sale, subject to such bidder’s reaffirmation of its bid. Secured Party shall have no obligation to reconvene the sale. The successful bidder, if any, upon payment of the bid price, will receive from Secured Party an assignment of 100% of Borrower’s legal and beneficial limited liability company membership interests in NB Sierra Bloom, LLC, an Illinois limited liability company.  No representations or warranties of any kind are, or will, be given by Secured Party to Purchaser at the time of such assignment.

This Sale is being held to enforce Secured Party’s rights in the Collateral in order to satisfy the indebtedness of the Debtor to Secured Party. The Collateral secured the repayment of indebtedness of the Debtor to Secured Party in an amount in excess of $3,424,569.10, which figure includes principal, interest and any amounts due Secured Party as of the Auction Date pursuant to the Promissory Notes dated February 7, 2017 in the amount of $645,611.50 and March 28, 2017 in the amount of $1,200,000.00 executed by Borrower in favor of the Secured Party, including the expenses incurred by Secured Party in connection with the Auction.

Interested parties should direct all requests for information, requests for Zoom invitation to the Auction, written bids, or other questions or comments to: Jeff Samuels, Rally Capital Advisors, LLC, 350 N. LaSalle St., Suite 1100, Chicago, IL 60610; email: [email protected].