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Notification of Secured Party Public Sale To: (I)

NOTIFICATION OF SECURED PARTY PUBLIC SALE TO: (i) SJA Wapiti, LLC ("SJA"); (ii) SJA Wapiti Lot, LLC ("SJA Lot" and together with SJA, "SJA Borrowers"); (iii) Geyer Capital Management, LLC ("GCM"); (iv) GCM RB, LLC ("RB" and together with SJA Borrowers and GCM, "Borrowers"); (v) M. Stewart Geyer, Jr. ("Pledgor"); (vi) SSG 2003 Trust u/d/t Dated December 24, 2003 (the "Trust" and together with Pledgor, "Guarantors"); (vii) U.S. Small Business Administration ("SBA"); (viii) C T Corporation Systems ("CT"); and (ix) Corporation Services Company, as Representative ("CSC" and together with SBA and CT, "Lien Holders") FROM: Bay Point Capital Partners II, LP ("Secured Party") 3050 Peachtree Road NW Suite 2 Atlanta, Georgia 30305 PLEASE TAKE NOTICE THAT Secured Party will conduct a public sale (the "Sale") of Pledgor's membership interests (the "Pledged Membership Interests") in RB, a Delaware limited liability company, as more fully described in Exhibit A to that certain Pledge and Security Agreement between Pledgor and Secured Party, dated April 28, 2020, as the same was reaffirmed pursuant to that certain Guarantor Reaffirmation Agreement and Release Agreement, dated July 6, 2021, among Pledgor and Secured Party, and constituting 100.00% of the issued and outstanding membership interests of RB, as security for the prompt payment, performance, and satisfaction of Borrowers' obligations owed to the Secured Party (the "Secured Debt"). The Pledged Membership Interests are in certificated form (the "Certificate") and the Certificate is in the possession of Secured Party. Secured Party also filed a financing statement with the Texas Secretary of State (No. 20-0015727135) covering the Pledged Membership Interests. The Sale will commence at 10:30 a.m. (all times set forth herein shall be prevailing Eastern Time) on Monday, December 11, 2023 (the "Sale Date") at the law offices of Thompson Hine LLP, Two Alliance Center, 3560 Lenox Road, Suite 1600, Atlanta, GA 30326. Parties may also appear virtually via computer video and audio conference. Parties wishing to participate in the Sale in person must register with Mr. Austin Alexander, Esq., of Thompson Hine LLP, at 1-404-407-3683 or Austin.Alexander@ThompsonHine.com by 9:00 a.m. on the Sale Date. If you wish to receive the electronic link to appear virtually, or have any other questions regarding appearance at the Sale, you must contact Mr. Alexander at the phone number or email address listed above on or before December 8, 2023. Secured Party intends to acquire the Pledged Membership Interests at the Sale via credit bid, in an amount up to the Secured Debt due and owing as of the date of the Sale. Lien Holders have recorded financing statements against certain of the Borrowers', Guarantors', and Pledgor's personal property, including (i) File No. 007-2022-006520 recorded by CT on February 10, 2022 in the records of Barrow County, Georgia; (ii) File No. 22-0005965766 recorded by CT on February 7, 2022 in the records of the Texas Secretary of State; (iii) File No. 20-0038957195 recorded by CSC on July 29, 2020 in the records of the Texas Secretary of State; (iv) File No. 21-0057464150 recorded by CSC on December 27, 2021 in the records of the Texas Secretary of State; and (v) File No. 20-0022859290 recorded by SBA on June 4, 2020 in the records of the Texas Secretary of State. Borrowers and Guarantors are entitled to and may request an accounting of the Secured Debt by contacting Mr. Alexander at the phone number or email address listed above. All other parties may obtain the amount of the Secured Debt by contacting Mr. Alexander at the phone number or email address listed above. Certain information relating to the Pledged Interests may be obtained by prospective bidders, subject to execution of a nondisclosure agreement, by contacting Mr. Alexander at the phone number or email address listed above. Prospective bidders are invited to submit bids in writing prior to the Sale. Prospective bidders wishing to obtain a copy of the bid procedures, including the procedures for submitting a written bid, prior to the Sale may request the same from Mr. Alexander via the phone number or email address listed above on or before December 8, 2023. All written bids, including any applicable bid deposit, are due by 10:00 a.m. on Monday, December 11, 2023. The Sale is made on an "AS-IS, WHERE IS" basis. The purchase price is payable in cash in immediately available funds upon completion of the Sale. The Sale may be cancelled or rescheduled at the discretion of the Secured Party. The purchaser, if any, of the Pledged Membership Interests will be required to represent that it is an "accredited investor" under Section 2.3 of National Instrument 45-106 Prospectus Exemptions and will acquire the Pledged Membership Interests subject to transfer restrictions contained on an appropriate legend. The Pledged Membership Interests will be sold only as a block to a single purchaser and will not be split up or broken down. The purchaser, if any, of the Pledged Membership Interests will be required to represent that it is taking the Pledged Membership Interests with investment intent only, that the Pledged Membership Interests are being acquired for the purchaser's own account and not with a view to the sale or redistribution thereof and will not be sold unless pursuant to an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities law or under a valid exemption from such registration. If the Pledged Membership Interests are certificated, such certificates, when issued to the purchaser, will bear an appropriate legend to the effect that the Pledged Membership Interests may not be sold unless pursuant to an effective registration statement under the Securities Act of 1933, as amended, and applicable state securities laws or under a valid exemption from such registration. If the Pledged Membership Interests are uncertificated, an appropriate notation to similar effect respecting the Pledged Membership Interests as held by the purchaser will be made in the share transfer records of RB. 11-28-23
November 28, 2023
December 5, 2023
November 28, 2023 8:10pm