BIDDING PROCEDURES
These bidding procedures (as amended, modified or supplemented from time to time, the “Bidding Procedures”) set forth the procedures by which Cent Financing, LLC, a Wisconsin limited liability company (the “Secured Party”), through its agent, Ted Fleisner, CEO of Badger Corporation, a registered Wisconsin auctioneer (the “Auctioneer”), will conduct a disposition of the Property (as defined below) by public sale (the “Public Sale”). The Public Sale is scheduled to occur on Monday, December 27, 2021 at 11:00am at the offices of von Briesen & Roper, s.c., 411 E Wisconsin Avenue, Suite 1000 Milwaukee, Wisconsin 53202 (as such date, time and location may be modified or postponed, the “Public Sale Date”). The Secured Party reserves the right to postpone the Public Sale. In such event, an announcement of postponement of the scheduled Public Sale will be made by Secured Party at the currently proposed date and time of the Public Sale.
Secured Party Sale
Reference is made to that certain (a) Amended and Restated Credit Agreement, dated as of August 10, 2020, by and between Centrisys Capital, Inc., a Delaware corporation (“Cent Capital”), Centrisys Corporation, an Illinois corporation (“CentOP”), and CENTREALESTATE, INC., a Wisconsin corporation (“CentRE” and collectively with Cent Capital and CentOP, the “Debtors” and each, a “Debtor”), and Secured Party, and Schedule to Amended and Restated Credit Agreement, dated as of August 10, 2020, by and between Debtors and Secured Party (together, the “Credit Agreement”); (b) Amended and Restated Security Agreement, dated as of August 10, 2020 (the “Security Agreement”), by and between Debtors and Secured Party; (c) Term Note A, dated August 10, 2020, in the original principal amount of $17,856,057.61, by Debtors in favor of Secured Party; and (d) Revolving Note, dated August 10, 2020, in the maximum principal amount of $9,000,000.00, by Debtors in favor of Secured Party.
Events of default have occurred and are continuing under the Credit Agreement and the entire outstanding principal amount of the loans made by Secured Party to Debtors, and all accrued and unpaid interest thereon, is currently due and owing. In accordance with the Credit Agreement and the Security Agreement, and pursuant Subchapter VI of Chapter 409 of the Wisconsin Statutes, the Secured Party will offer for sale all right, title and interest of CentOP in and to all or substantially all of CentOP’s personal property assets, including, without limitation, accounts receivable, inventory, furniture, fixtures, equipment, supplies and other tangible personal property, intellectual property, and CentOP’s equity interests in CNP-Technology Water and Biosolids Corp., a Wisconsin corporation, provided, however, the Secured Party reserves the right to add to, withdraw or otherwise modify or amend in any respect whatsoever all or any portion of the collateral subject to the Public Sale (collectively, as amended or modified from time to time, the “Property”). The Property will be sold free and clear of the liens of Secured Party.
Qualified Bidder
In order to participate at the Public Sale, each participant must first deliver to Steve Mayer (steve@franklinplacecapital.com), a representative of Secured Party, the following (a) an executed confidentiality agreement in form and substance satisfactory to Secured Party; and (b) current financial statements that evidence such participant’s financial wherewithal to close on a purchase of the Property or other evidence of such participant’s ability to purchase the Property. Each participant that meets the requirements set forth in clauses (a) and (b) of this paragraph shall be a “Qualified Bidder.” Notwithstanding anything to the contrary contained herein, Secured Party shall be a Qualified Bidder.
Secured Party may, in its sole and absolute discretion, tentatively designate a party as a Qualified Bidder, subject to additional due diligence. Each party that Secured Party tentatively designates as a Qualified Bidder shall comply with all reasonable requests for additional information and due diligence made by Secured Party or its advisors. Secured Party make revoke a party’s tentative status as a Qualified Bidder if such party fails to comply with such reasonable requests for additional information and due diligence.  $12,500,000.00 minimum bid requirement.
Due Diligence
Each Qualified Bidder, including, without limitation, any party that is tentatively designated as a Qualified Bidder, will be permitted to perform due diligence and will be provided access to a virtual data room, provided, however, Secured Party maintains the right to deny access to the proprietary data room to any Qualified Bidder, in its sole and absolute discretion, including, without limitation, on the basis that such Qualified Bidder may use proprietary information in a competitive manner to the detriment of Secured Party or the Successful Bidder (defined below). Neither the Secured Party nor any of its representatives shall be obligated to furnish any due diligence information other than the evaluation materials maintained in the virtual proprietary data room.
Qualified Bidders may contact the Secured Party’s investment banker, Franklin Place Capital (“FPC”), attention Steve Mayer at (414)539-6814 or steve@franklinplacecapital.com, regarding any due diligence questions or requests.
“AS IS, WHERE IS” Sale
The Property will be sold “AS IS, WHERE IS,” “WITH ALL FAULTS,” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE.” The Property is being sold without recourse to Secured Party, its attorneys or other representatives. Secured Party does not claim title to the Property and disclaims any warranty of title, possession, quiet enjoyment and the like.

By selling and purchasing the Property pursuant to the Public Sale, neither the Secured Party nor any purchaser of the Property shall assume any liability or obligation whatsoever regarding any debts, expenses or liabilities of the Debtors or any other person or entity, and all such debts, expenses and liabilities shall not be assumed or deemed to be assumed by the Secured Party or any purchaser. Neither the Secured Party nor any purchaser shall be, or shall be deemed to be, a “successor” of or to any Debtor.
Qualified Bids; Minimum Initial Bid; Minimum Incremental Bids
Each bid (each, a “Qualified Bid”) must (a) be made by a Qualified Bidder at the date, time and location scheduled for the Public Sale; (b) offer to purchase all Property or identify the portion of the Property to be purchased, in each case, pursuant to the terms and conditions set forth in a UCC Article 9 Purchase and Sale Agreement, substantially in the form maintained in the virtual data room (each, a “Purchase and Sale Agreement”); and (c) be irrevocable and unconditional and not subject to any contingencies including, without limitation, further due diligence review or financing contingencies. Notwithstanding anything to the contrary contained herein, Secured Party shall be permitted to bid at the Public Sale and credit its bid against all or a portion of its secured claim against the Debtors, and any such bid by Secured Party shall constitute a Qualified Bid. The Secured Party shall not consider any bid that is not a Qualified Bid, including, without limitation, any bid made after the conclusion of the Public Sale.
The Secured Party, and any other Qualified Bidder, in each case, along with its representatives, advisors, and counsel, shall attend the Public Sale in person, unless otherwise permitted by the Auctioneer to attend telephonically or on-line. A Qualified Bidder may send an authorized representative to the Public Sale, provided such authorized representative is authorized to complete all required actions of the Qualified Bidder, including but not limited to, executing and delivering to Secured Party a Purchase and Sale Agreement and paying to Escrow Agent the Deposit (as such terms are defined below).
The minimum initial bid for all or substantially all of the Property shall be not less than $12,500,000.00. The minimum initial overbid for all or substantially all of the Property must be not less than $1,000,000 in excess of the initial bid, and each minimum subsequent overbid therefor shall not be less than $500,000.00 in excess of the immediately preceding bid. Any Qualified Bid shall remain open and binding on the Qualified Bidder until and unless the Secured Party accepts a higher or otherwise better overbid from another Qualified Bidder.
Successful Bid and Successful Bidder; Option for Second Highest Bid
During the Public Sale, the Secured Party will review each Qualified Bid in order to identify, in its sole and absolute discretion, and after consultation with its professionals, whether such Qualified Bid constitutes the highest or otherwise best Qualified Bid for the Property. To evaluate a Qualified Bid, the Secured Party will consider, among other things, (a) the amount of the Qualified Bid and (b) the Qualified Bidder’s ability to finance and timely consummate the purchase of the Property. From time to time, the Secured Party will, in an open forum, advise Qualified Bidders participating in the Public Sale of its determination as to the terms of the then highest or otherwise best Qualified Bid for the Property.
The Public Sale shall continue until there is only one Qualified Bid for the Property that the Secured Party determines, in its reasonable business judgment, after consultation with its advisors, is the highest or otherwise best Qualified Bid at the Public Sale for the Property. The Qualified Bid that is selected by the Secured Party as the highest or otherwise best Qualified Bid for the Property will be considered the “Successful Bid.” On the Public Sale Date, (a) the Qualified Bidder that makes the Successful Bid shall execute and deliver to Secured Party a Purchase and Sale Agreement dated as of the Public Sale Date; and (b) in accordance with the Purchase and Sale Agreement, pay to von Briesen & Roper, s.c., as escrow agent (in such capacity, the “Escrow Agent”), a deposit (the “Deposit”) in an amount equal to ten percent (10%) of the amount of the Successful Bid. The Deposit is only refundable in accordance with the terms and conditions of the Purchase and Sale Agreement. The Qualified Bidder that makes the Successful Bid and complies with clauses (a) and (b) of this paragraph shall be the “Successful Bidder,” provided, however, to the extent the Successful Bid is made by Secured Party, Secured Party shall not be required to execute and deliver a Purchase and Sale Agreement or pay the Deposit.
Promptly following the Public Sale, and in no event later than five (5) business days after the close of the Public Sale, the Secured Party shall announce to the Debtors the Successful Bid and Successful Bidder.
Secured Party, in its sole and absolute discretion, may select the second highest or otherwise second best Qualified Bid (the “Second Highest Bid”) for the Property, and such Second Highest Bid shall remain open and irrevocable through the earlier to occur of (a) the date on which there is a closing of the sale of the Property to the Successful Bidder or (b) February 1, 2022. In the event that, for any reason, the Successful Bidder fails to close the transaction contemplated by its Successful Bid, the Secured Party, in its sole and absolute discretion, may elect to regard the Second Highest Bid as the highest or best Qualified Bid for the Property, and the Secured Party will be authorized to consummate the transaction contemplated by the Second Highest Bid.


Modification of Bidding Procedures
The Secured Party, in its sole and absolute discretion, may from time to time amend, modify or supplement these Bidding Procedures to better promote the goals of the Public Sale. Any announcements made by the Auctioneer will take precedence over any printed material. Any amendment, modification, or supplement to these Bidding Procedures will provide that (a) the Bidding Procedures must be fair and open, with no Qualified Bidder disadvantaged in any material way as compared to any other Qualified Bidder and (b) all bids shall be made and received in one room, on an open basis, and all Qualified Bidders shall be entitled to be present for all bidding with the understanding that the true identity of each Qualified Bidder shall be fully disclosed to all other Qualified Bidders and that all material terms of each Qualified Bid shall be fully disclosed to all other Qualified Bidders throughout the entire Public Sale. Nothing herein shall prohibit the Secured Party from meeting privately with any Qualified Bidder to negotiate the terms of a bid or overbid.
Jurisdiction
All bidders shall be deemed to have consented to the exclusive jurisdiction of Wisconsin and to have waived any right to a jury trial in connection with any disputes relating to the Public Sale, the Bidding Procedures, and/or any other matter that in any way relates to the foregoing, as applicable.