PUBLIC NOTICE OF UCC ARTICLE 9 SALE: JAIAJ Winding Way, LLC

NOTIFICATION OF DISPOSITION OF COLLATERAL AT A PUBLIC SALE

PLEASE TAKE NOTICE THAT THE PUBLIC SALE ORIGINALLY SCHEDULED FOR JANUARY 5TH HAS BEEN CONTINUED TO AUGUST 28th AT 12 PM PST.

Reference is made to the Guaranty (the “Guaranty”) dated January 28, 2025 among VMC Master Lender Upper REIT LLC, a Delaware limited liability company (“Capital Member”), and Jon P. Venetos and Ashley S. Venetos (collectively, and jointly and severally, “Guarantor”). Reference is also made to the Pledge and Security Agreement dated January 28, 2025 (the “Pledge Agreement”) among Jon Venetos and Ashley Venetos (collectively and individually as the context requires, “Pledgor”). Pursuant to the Pledge Agreement, Pledgor pledged and granted to Capital Member, as security for the prompt and complete payment and performance when due of the Pledgor’s Obligations, a first priority security interest in all of Pledgor’s right, title and interest in, among other things, Pledgor’s limited liability interests in the Collateral (as defined in the Pledge Agreement). The Collateral includes, among other things, the Pledged Interests, which is defined in the Pledge Agreement as those limited liability company interests in JAIAJ Winding Way, LLC, a Colorado limited liability company (the “Company”). A full description of the Collateral is attached to this notice as Exhibit A. Payment in full of the Full Redemption Amount (as defined in the Operating Agreement) has not been received by Capital Member in accordance with that certain Limited Liability Company Agreement of Lurin Equity Elements, LLC, dated January 28, 2025 (as amended or modified from time to time, the “Operating Agreement”). As a result, Guarantor is in default under the Guaranty, and Pledgor is in default under the Pledge Agreement.

PLEASE TAKE NOTICE THAT, pursuant to Article 9 of the Uniform Commercial Code for the state of Texas (“UCC”) and the Operating Agreement, Capital Member will sell (or lease or license, as applicable) at public auction, at the date, time and location described below (the “Auction”), in multiple lots or one lot, at its discretion, all of Pledgor’s right, title and interest in the Collateral, whether now owned or hereafter acquired and wherever located, together with all replacements and substitutions therefor and all cash and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds), and products thereof, and, in the case of tangible collateral, together with all additions, attachments, accessions, parts, equipment and repairs now or hereafter attached or affixed thereto or used in connection therewith.

The Auction will commence on August 28, 2026, at 12:00 PM PST at 6750 East Camelback Road, Suite 103, Scottsdale, Arizona 85251 and via videoconference (with further instructions to be provided to Qualified Bidders, as defined below). Bidders must register to attend the Auction no later than August 27, 2026, by contacting Resolute Commercial Services at [email protected] to whom other relevant inquiries may also be made. Qualified Bidders are those who have registered for the auction, indicated interest in certain assets, and provided qualifying information such as proof of ability to fund purchase. Terms are cash, wire, or cashier’s check only, with required immediate minimum payment of $1,000,000 due immediately at conclusion of the auction. The remaining balance is due and payable by 5:00PM EST the first business day following the acceptance of bid.

Capital Member has the right, but not the obligation, to credit bid at the Auction up to the amount of the Pledgor Obligations (as defined in the Pledge Agreement) plus interest, charges, fees, costs, and expenses recoverable under the Guaranty, Pledge Agreement, or Operating Agreement. Capital Member reserves the right to determine the date and manner of publication of any notice of the Auction. Capital Member shall have the right to adjourn the Auction one or more times on such terms and conditions announced at the Auction. No further publication or other notice of any kind of such adjournment shall be required for any such adjournment.

The sale is being made pursuant to the disposition of collateral procedures in the UCC without any recourse, warranties or representations of any kind, express or implied, and on an “AS IS, WHERE IS,” and “WITH ALL FAULTS” basis. Purchaser is responsible for obtaining possession of the assets being sold.

Capital Member does not and cannot warrant the extent of Pledgor’s rights, if any, in the Collateral, or regarding the accuracy or completeness of any information regarding the Collateral or Pledgor’s rights in the Collateral. Any prospective buyer of the Collateral is responsible for its own due diligence and investigation regarding the Collateral and other liens and encumbrances on the Collateral. Any sale of the Collateral shall be a final sale on an AS IS, WHERE IS basis and will be made without any warranty, expressed or implied, as to the merchantability or fitness for any purpose or a particular purpose and without warranty, expressed or implied, as to any other matter including, but not limited to, the enforceability of any license agreement or other contract or right.

To the extent that any Guaranteed Obligations (as defined in the Guaranty) remain unpaid after the Auction, Capital Member reserves all right to recover such remaining Guaranteed Obligations from the Guarantor or any other obligor.

Guarantor is entitled to an accounting of the unpaid principal indebtedness secured by the property to be sold. This may be requested by contacting Resolute Commercial Services at [email protected].

Exhibit A

“Collateral” has the meaning set forth in Section 2 of the Pledge Agreement, which defines Collateral as, collectively, all of Jon Venetos’s and Ashley Venetos’s (collectively and individually as the context requires, “Pledgor”) right, title and interest to the following, whether now owned or hereafter acquired, now existing or hereafter arising and wherever located (collectively, the “Collateral”):

(a) all Pledged Interests (as defined in the Pledge Agreement, including those limited liability company interests in the JAIAJ WINDING WAY, LLC, a Colorado limited liability company (the “Company”);

(b) all securities, moneys or property representing dividends or interest on any of the Pledged Interests, or representing a distribution in respect of the Pledged Interests, or resulting from a split-up, revision, reclassification or other like change of the Pledged Interests 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 Interests;

(c) all right, title and interest of Pledgor in, to and under any policy of insurance payable by reason of loss or damage to the Pledged Interests and any other Collateral;

(d) all other property of the Pledgor identified in the Pledge Agreement as “collateral”; and

(e) all Proceeds (as defined in the Pledge Agreement) of any of the foregoing property of Pledgor (including, without limitation, any proceeds of insurance thereon, all “accounts”, “general intangibles”, “instruments” and “investment property”, in each case as defined in the Code, constituting or relating to the foregoing).

On information and belief, the Company owns certain real property located in and around Aspen, Colorado totaling approximately 8.821 acres and including a 4,264 sqft single family residence with a finished basement, patio, and heated garage. On information and belief, the parcel owned by the Company include:

The Pledged Interests are owned by Pledgor, and the Pledged Interests being sold at this sale include only the assets of Pledgor. Capital Member reserves all of its rights and interest in the assets of all other parties to the Operating Agreement and reserves the rights to conduct additional sales of such assets.