PUBLIC NOTICE OF SECURED PARTY SALE: KL 3240 LLC

NOTICE OF PUBLIC SALE OF COLLATERAL

DATE OF SALE:       June 8, 2023

PLACE OF SALE:     Foley & Lardner LLP, 321 N. Clark Street, Suite 3000, Chicago, IL 60654

TIME OF SALE:        12:00 P.M. CDT

NOTICE IS HEREBY GIVEN that the collateral described below will be sold to the highest bidder at a PUBLIC SALE on June 8, 2023 12:00 p.m. CDT, at, Foley & Lardner LLP, 321 N. Clark Street, Suite 3000, Chicago, Illinois 60654, by BRES Holdings LLC, an Illinois limited liability company (“Secured Party”).  Secured Party is a duly perfected first-priority secured creditor with respect to all of Tim Hashlamoun’s and Waseem Hashlamoun’s (collectively, the “Debtors”) interests in the collateral described below pursuant to that Pledge Agreement dated December 30, 2022 (the “Pledge Agreement”) made by the Debtors in favor of Secured Party, that Consent Agreement dated as of December 30, 2022 (the “Consent Agreement”) made by the Debtors and KL 3240 LLC, an Illinois limited liability company (“Borrower”) in favor of Secured Party; that Loan and Security Agreement dated December 30, 2022 (“Loan Agreement”) made by Borrower in favor of Secured Party.  The collateral to be sold at public sale is the following assets (collectively, the “Assets”) in which the Debtors own or otherwise hold any interests:

1. All of the Debtors’ rights embodied in or arising out of the Debtors’ status as members of Borrower, including (i) all economic rights, including without limitation, all rights to share in the profits and losses of Borrower and all rights to receive distributions of the assets of Borrower, and (ii) all governance rights, including without limitation, all rights to vote, consent to action and otherwise participate in the management of Borrower;
2. all right, title and interest of the Debtors in and to any distribution, withdrawal, disbursement or payment of any type arising from, or with respect to, the Debtors’ membership interest in Borrower, whether such distribution, withdrawal, disbursement or payment shall constitute return of the Debtors’ capital contribution to Borrower, distribution of profits of Borrower, or payment for any other reason;
3. The Debtors’ membership interest in Borrower and all related voting and other rights as a member;
4. With respect to the collateral referred to in (b) and (c), all certificates and documents of title or the equivalent;
5. With respect to the collateral referred to in (b) and (c), any cash, account, general intangible, note, instrument, document, assignment, or other property or rights of any nature arising in connection therewith, or paid, accrued, received, receivable, or distributed with respect thereto, from time to time, and any interest of Debtors under any such account, note, instrument, document, assignment, or other property or rights; and
6. All proceeds and products of any of the collateral.

THE ASSETS ARE BEING SOLD AS-IS, WHERE-IS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY NATURE, INCLUDING BUT NOT LIMITED TO THOSE EXPRESS, IMPLIED OR STATUTORY AND WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  SECURED PARTY DOES NOT REPRESENT OR WARRANT THAT DEBTORS HAVE TITLE TO ALL THE ASSETS.  HIGHEST BIDDER SHALL RECEIVE A BILL OF SALE FOR THE ASSETS THAT CONTAINS THE ABOVE DISCLAIMERS.

Prospective bidders wishing to bid shall contact Andrew T. McClain, Foley & Lardner LLP, 321 N. Clark St., Suite 3000, Chicago, Illinois 60654, [email protected] no later than 2:00 p.m. CST on June 5, 2023 with notification of their intent to bid and the name of the bidder.  Any prospective purchaser who is the highest bidder, other than Secured Party, will be required to pay the purchase price of the Assets (i) at the time of such public sale, and (ii) in cash, by cashier’s check, or in other immediately available funds. Secured Party and its assignee have the right to credit bid its debt. If Secured Party or its assignee is the highest bidder at such public sale, Secured Party or its assignee may pay the purchase price of the Assets, in whole or in part, by crediting the amount of such purchase price against the balance of the unpaid indebtedness evidenced by Loan Agreement and the promissory note issued by Borrower to Secured Party. Secured Party reserves the right to announce procedures governing the process of the sale at the commencement of the sale and further reserves the right to add or delete collateral from the sale at the time of the scheduled sale. If the highest cash bidder fails to tender payment immediately after the conclusion of the sale (which Secured Party may extend until two (2) hours after the sale), Secured Party reserves the right to declare the next highest bidder the successful bidder of the Assets.

Secured Party reserves the right to cancel or adjourn the sale from time to time, and notice of any cancellation or adjourned sale date will be given only to those prospective bidders who contact Foley and Lardner LLP as provided above or at the time of the scheduled sale and to those who attend the sale.

For further information regarding the sale or the Assets or to review documents relating to the Assets to be sold (subject to execution of a confidentiality agreement acceptable to Secured Party), please contact Andrew T. McClain as provided herein. Neither Debtors nor Secured Party may have physical possession of all of the Assets.  Any prospective bidder is responsible for investigating the Assets, and making its own determination as to the appropriateness of bidding at the public sale, and assumes all risks associated with any inspection of the Assets or the accuracies or completeness of the Assets, including any books and records pertaining thereto. You are entitled to an accounting of the outstanding debts, obligations and liabilities secured by the Assets that we intend to sell. You may request an accounting by contacting Andrew T. McClain as provided herein.

BRES Holdings LLC, an Illinois limited liability company

By /s/ Andrew T. McClain
One of its Attorneys