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PUBLIC NOTICE OF ARTICLE 9 SALE: 100% Equity Membership Interest in Lydda LUD, LLC

NOTICE OF U.C.C. ARTICLE 9 DISPOSITION OF COLLATERAL

PUBLIC SALE AND AUCTION OF AM FAMILY FUND, LLC’S 100% EQUITY MEMBERSHIP INTEREST IN LYDDA LUD, LLC

PLEASE TAKE NOTICE that on April 29, 2021, at 12:00 p.m. (Pacific Standard Time), a public sale (hereinafter the “Public Sale”) shall be conducted of AM Family Fund, LLC’s 100% membership interest in Lydda LUD, LLC, a California limited liability company. The Public Sale is being conducted pursuant to California Commercial Code, sections 9601 et seq. The Collateral, as described below, will be sold to the highest qualified bidder at the Public Sale pursuant to the terms of this notice.

The Public Sale will be conducted via video conference hosted by Zoom:

Meeting Link:
https://us02web.zoom.us/j/89839186476?pwd=cE9ES0s3SmpSQktXeWZOcU96Vk4zQT09
Meeting ID: 898 3918 6476
Meeting Passcode: giveback

PLEASE TAKE FURTHER NOTICE that the foreclosure, disposition, and Public Sale are being held by Give Back, LLC, as the secured party (hereinafter “Give Back, LLC” or “Secured Party”), to enforce its rights and remedies as the secured party under the Membership Interest Pledge Agreement (hereinafter the “Pledge Agreement”), dated March 17, 2017, by and between AM Family Fund, LLC (hereinafter “AM Family Fund, LLC” or “Pledgor”) and Romspen California Mortgage Limited Partnership (hereinafter “Romspen”). An “Event of Default” has occurred by Pledgor under the Pledge Agreement. A default has also occurred by debtors Lydda LUD, LLC and Coldwater Development LLC (Coldwater Development LLC and Lydda LUD, LLC are hereinafter collectively referred to as the “Debtors”) under their Loan Agreement, dated March 17, 2017, with Romspen (hereinafter the “Loan Agreement”), Promissory Note, dated March 17, 2017, by Debtors for the benefit of Romspen and its assigns (hereinafter the “Note”), and the Loan granted pursuant thereto, which obligations of the Debtors are secured by the Pledge Agreement. Give Back, LLC is the assignee of the Pledge Agreement, Loan Agreement, Note, related Loan Documents, and the Loan and of all Romspen’s rights, title, interest, and remedies therein. A copy of the Pledge Agreement may be obtained by contacting counsel for Secured Party in writing at the contact set forth below.

The Public Sale is of the “Collateral” pledged by AM Family Fund, LLC as Pledgor pursuant to the Pledge Agreement as more specifically described as follow:

  1. “Collateral” means Pledgor’s interest in the Pledged Interests, the Future Rights, and the Proceeds, collectively; (b) “Pledged Interests” means (i) all Equity Interests owned by Pledgor, (ii) the certificates or instruments representing such Equity Interests, if any, (iii) all rights of Pledgor to vote or otherwise control Lydda LUD, LLC, and (iv) all rights of Pledgor as a member of Lydda LUD, LLC; (c) “Equity Interests” means all securities, shares, units, options, warrants, interests, participations, or other equivalents (regardless of how designated) of Lydda LUD, LLC; (d) “Future Rights” means: (x) all Equity Interests (other than Pledged Interests) owned by Pledgor, and all securities convertible or exchangeable into, and all warrants, options, or other rights to purchase, Equity Interests owned by Pledgor; and (y) the certificates or instruments representing such Equity Interests, convertible or exchangeable securities, warrants, and other rights and all dividends, cash, options, warrants, rights, instruments, and other property or proceeds from time to time received, receivable, or otherwise distributed in respect of or in exchange for any or all of such Equity Interests; (e) “Proceeds” means all proceeds (including proceeds of proceeds) of the Pledged Interests and Future Rights including all: (I) rights, benefits, distributions, premiums, profits, dividends, interest, cash, instruments, documents of title, accounts, contract rights, inventory, equipment, general intangibles, payment intangibles, deposit accounts, chattel paper, and other property from time to time received, receivable, or otherwise distributed in respect of or in exchange for, or as a replacement of or a substitution for, any of the Pledged Interests, Future Rights, or proceeds thereof (including any cash, Equity Interests, or other securities or instruments issued after any recapitalization, readjustment, reclassification, merger or consolidation with respect to Pledgor and any security entitlements, as defined in Section 8-102(a)(17) of the UCC, with respect thereto); (II) “proceeds,” as such term is defined in Section 9-102(a)(64) of the UCC; (III) proceeds of any insurance, indemnity, warranty, or guaranty (including guaranties of delivery) payable from time to time with respect to any of the Pledged Interests, Future Rights, or proceeds thereof; (IV) payments (in any form whatsoever) made or due and payable to Pledgor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Pledged Interests, Future Rights, or proceeds thereof; and (V) other amounts from time to time paid or payable under or in connection with any of the Pledged Interests, Future Rights, or proceeds thereof.

The Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Secured Party or for which the Secured Party is entitled by contract to bid. Please be advised that Secured Party, and any assignees of the Secured Party, reserve their right to credit bid, and may credit bid, at the Public Sale of the Collateral.

All bidders must pre-qualify at least (5) business days before the Public Sale date, by no later than April 22, 2021, by depositing $25,000 (by bank to bank wire transfer, certified or cashier’s check payable to “Give Back, LLC,” or another form of payment Secured Party may agree to accept in writing) with legal counsel for Secured Party and all deposits (except that of highest bidder) shall be returned within three (3) business days of the conclusion of the bidding. Cash deposits will not be accepted. The highest bidder’s deposit shall be non-refundable. The balance of the highest bid payable to Secured Party by bank to bank wire transfer, certified or cashier’s check shall be delivered to Secured Party’s legal counsel no later than April 30, 2021, at 1:00 p.m. (Pacific Standard Time), which may be continued, in writing, to a later time and date in Secured Party’s sole discretion. If the highest bidder defaults upon payment of the balance, its deposit and any partial payments are forever forfeited and the Collateral, at Secured Party’s sole option and discretion, may be sold to the next highest qualified bidder. Secured Party, directly or indirectly through nominees or assigns, reserves the right to bid at the Public Sale without tendering deposit, as required for other bidders, to credit bid, and to take title to the Collateral immediately after the Public Sale, or on such other date as Secured Party shall elect in its sole discretion. Interested parties who would like additional information should contact Ronald N. Richards, legal counsel for the Secured Party, at [email protected] and [email protected] or at (310) 556-1001.

The Public Sale may be canceled or continued from time to time, without further notice other than as given at the Public Sale date and place, at the sole and absolute discretion of Secured Party.

The Secured Party has appointed Thomas Hayward, licensed auctioneer (#NV20121668855), to conduct the Public Sale.

There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition and sale of the Collateral. The Collateral shall be sold AS IS, WHERE IS, and all warranties of quality, quiet enjoyment, fitness, merchantability and all other warranties, express, implied, arising by statute, common law or otherwise are expressly excluded. Secured Party makes no representation or warranty as to (i) state or condition of title, (ii) physical, financial, or environmental condition, (iii) existence, validity, or amount of any liens or claims senior to that of Secured Party, or (iv) value of or income produced or that may be produced by the Collateral.

Pursuant to California Commercial Code, section 9210, Pledgor is entitled to, inter alia, an accounting of the unpaid indebtedness secured by the Collateral Secured Party intends to sell at the Public Sale. Pledgor may request an accounting pursuant to the requirements and provisions of California Commercial Code, section 9210, directed to counsel for Secured Party.

Secured Party: Give Back, LLC, c/o Ronald Richards, 325 N. Maple Drive, #11480, Beverly Hills, California 90213, Tel: (310) 556-1001, email: [email protected]

Counsel for Secured Party: Law Offices of Ronald Richards & Associates, A.P.C., attn. Ronald Richards, P.O. Box 11480, Beverly Hills, California 90213, Tel: (310) 556-1001, email: [email protected] and [email protected]

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