PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Burke Decor, LLC

 PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Burke Decor, LLC

1. PLEASE TAKE NOTICE that, pursuant to sections 9-610 through 9-613 of the Uniform Commercial Code (the “UCC”), codified as section 1309.610 through 1309.613 of the Ohio Revised Code, La Cote I, LLC, an Ohio limited liability company (“Secured Party”) will sell the right, title and interest in the Assets (defined below) of Burke Decor, LLC, an Ohio limited liability company (“Borrower”), to the highest qualified bidder in a public sale (the “Public Sale”).

2. The Public Sale is scheduled for Wednesday, April 16, 2025 at 2:00 p.m. ET by videoconference (connection instructions will be provided to all Qualified Bidders (defined below) in advance of the Public Sale). The Bid Deadline is April 9, 2025 at 4:00 p.m. ET.

3. The Public Sale is being held pursuant to that certain Growth Line of Credit Agreement dated September 27, 2022, as amended and supplemented from time to time (the “Credit Agreement”), by and between Borrower and Ampla, LLC, a New York limited liability company (“Ampla”), the predecessor in interest to Secured Party; (b) those additional documents executed in conjunction with the Credit Agreement (collectively with the Credit Agreement, the “Loan documents”); and (c) that certain Assumption and Assignment Agreement dated September 19, 2024 (the “Assumption and Assignment Agreement”), by and between Ampla and Secured Party, under which Ampla assigned all of its rights, title, interests, and obligations under the Loan Documents to Secured Party.

4. Pursuant to the Credit Agreement, Secured Party has a security interest in and lien on the following property: (i) all Receivables (as defined in the Credit Agreement) including but not limited to any amounts owing to Borrower now or in the future; (ii) all other tangible and intangible personal property, including, but not limited to (a) cash and cash equivalents, (b) inventory, (c) equipment, (d) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (e) instruments, including promissory notes (f) chattel paper, including tangible chattel paper and electronic chattel paper, (g) documents, (h) letter of credit rights, (i) accounts, including health-care insurance receivables, (j) deposit accounts, (k) commercial tort claims, (l) general intangibles, including payment intangibles and software and (m) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code; and (iii) all accessions, attachments, accessories, parts, supplies and replacements for same, all products, proceeds and collections thereof, and all records and data relating thereto (collectively the “Assets”). Borrower is in default of its obligations under the Loan Documents.

THIS NOTICE, PROVIDED MORE THAN TEN (10) DAYS PRIOR TO THE DATE OF DISPOSITION OF THE ASSETS, IS THE ONLY PRIOR NOTICE THAT YOU WILL RECEIVE OF SUCH DISPOSITION.

5. As of June 20, 2024, the unpaid principal balance under the Loan Documents totaled approximately $6,540,742.66 and is at least that amount as of the date of this notice. Secured Party (or an assignee of Secured Party) reserves the right to credit bid and may credit bid the full amount of the indebtedness at the Public Sale of the Assets. The Assets will be sold to the highest qualified bidder for cash, or in the case of the Secured Party, the credit against outstanding indebtedness owed to Secured Party.

6. Ice Miller LLP, on behalf of the Secured Party, will provide to prospective bidders who execute a Confidentiality Agreement access to an online data room that contains certain relevant information that the Secured Party possesses concerning the Assets and Borrower, copies of the Loan Documents, and certain other related documents and information in the Secured Party’s possession. Certain additional documentation may be made available to prospective bidders if available. Prospective bidders are encouraged to review relevant documents and perform such due diligence as they deem necessary in advance of the Public Sale. As set forth below, a bid that is contingent on due diligence is not a Qualified Bid.

7. To be a “Qualified Bidder,” a prospective bidder must provide to the undersigned representative of the Secured Party at the e-mail address below: (i) the identity and current contact information of the prospective bidder; (ii) if access to the data room is requested, provide to Secured Party an executed Confidentiality Agreement in form and substance satisfactory to Secured Party; and (iii) current financial statements of the prospective bidder or other appropriate evidence acceptable to Secured Party that will show sufficient available assets to be able to close on a purchase of the Assets in accordance with the provisions hereof or other evidence of the ability to purchase the Assets reasonably satisfactory to Secured Party. The Public Sale will be recorded, and all Qualified Bidders consent to being recorded. Qualified Bidders shall designate a single individual authorized to speak on behalf of the Qualified Bidder at the Public Sale. Secured Party is a Qualified Bidder.

8. To submit a qualified bid (a “Qualified Bid”), a bid must conform to the following: (i) such bid must be received no later than 4:00 p.m. ET on April 9, 2025 (the “Bid Deadline”); (ii) the purchase price must be payable in full, in cash, within three business days after the Public Sale (the “Closing”) and not subject to any financing contingency; (iii) the bid may not be subject to any due diligence contingency; and (iv) such bid must include a cash deposit (made payable to Secured Party) in immediately available funds of not less than 10% of the proposed purchase price (the “Deposit”). All Deposits of Qualified Bidders, other than the successful bidder, will be refunded after the Public Sale. Only Qualified Bidders who timely submit a Qualified Bid will be permitted to participate in the Public Sale.

9. As noted above, Secured Party is a Qualified Bidder and may credit bid at the Public Sale without a Deposit. Secured Party reserves the right to credit bid on the Assets and transfer its bid, or the Assets acquired by such bid, to a newly formed entity (including any wholly owned subsidiary of such entity).

10. The Public Sale will be conducted on such terms and conditions as determined by Secured Party and announced to bidders in advance of or at the Public Sale.

11. Borrower at any time after receipt of this Notice and prior to consummation of the Public Sale, may request an accounting from Secured Party of the unpaid indebtedness under the Loan Documents. Debtor may request such an accounting by contacting the undersigned.

Borrower may redeem the Assets by paying the amounts due under the Loan Documents. Borrower shall be liable for any indebtedness which may remain after such sale to the extent permitted by applicable law and the Loan Document. Nothing contained herein shall be construed as a modification of the Loan Document or as a waiver of any delinquency, breach, default or event of default under the Loan Document or as a waiver, modification or limitation of any of Secured Party’s rights or remedies, all of which are hereby expressly reserved.

12. The Assets will be transferred to the successful bidder by way of a bill of sale satisfactory to Secured Party in its sole discretion.

The Assets are offered “as is/where is” with all faults and without recourse, representation, warranty or guaranty, whether express or implied. There is no warranty relating to title, possession, quiet enjoyment or the like in this disposition. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECURED PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SECURED PARTY WILL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. No descriptions of the Assets (either as set forth above or on the supplemental materials available from counsel for the Secured Party) nor any oral statements made by the Secured Party (or its agents, employees or attorneys) concerning the Assets shall be construed as a warranty either express or implied. There is no warranty relating to title, possession, quiet enjoyment, or the like in this disposition.

13. Public records show that the U.S. Small Business Administration filed two financing statements before Ampla. The Loan Documents include a Subordination Agreement from the U.S. Small Business Administration that purports to subordinate a security interest perfected by financing statement no. OH00262056346. Secured Party makes no representation or warranty regarding the Subordination Agreement or the existence, validity, priority, or extent of any senior security interest or lien on the Assets. The Assets will be sold subject to all valid senior security interests and liens.

14. To the extent that the Public Sale generates proceeds in excess of Debtor’s indebtedness to Secured Party under the Loan Documents, such excess proceeds will be remitted to any junior lien holder or the Debtor in accordance with section 9-615 of the UCC.

SECURED PARTY RESERVES THE RIGHT, AT ANY TIME ON OR AFTER THE DATE HEREOF, TO SELL THE ASSETS AS PERMITTED BY THE UCC, OR TO CANCEL, ADJOURN OR AMEND ANY AND ALL TERMS OF SALE FOR THIS PUBLIC SALE. SECURED PARTY RESERVES THE RIGHT TO CREDIT BID FOR AND PURCHASE THE ASSETS OR ANY PORTION OF THE ASSETS AT THE PUBLIC SALE. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, A CREDIT BID BY SECURED PARTY IS DEEMED TO BE A QUALIFIED BID. THE TERMS OF SALE SET FORTH IN THIS NOTICE MAY BE SUBJECT TO ADDITIONAL OR AMENDED TERMS TO BE ANNOUNCED AT THE TIME THEREOF.

For additional information, please send counsel for Secured Party the name, email address and address of the person who Secured Party may contact in order to provide further information regarding the Assets and the Public Sale as follows: by mail to John C. Cannizzaro of Ice Miller LLP, 250 West Street, Suite 700, Columbus OH 43215; or by email to [email protected].