PUBLIC NOTICE OF SECURED PARTY SALE: Infinity Energy, Inc.

NOTICE OF DISPOSITION OF COLLATERAL

TO: NAME OF DEBTORS:      Infinity Energy, Inc., 3855 Atherton Road, Rocklin, CA 95765

AND TO                                   All Persons /Entities Set Forth On Exhibit A

NAME OF SECURED             WESCO Distribution, Inc., 3425 E. Van Buren, Suite 140,
PARTY:                                    Phoenix, Arizona 85008

FOR PUBLIC DISPOSITION

PLEASE TAKE NOTICE that Secured Party will sell by Public Auction certain Collateral (described below) to the highest Qualified Bidder in public at the following date, time and place (Disposition):

Date:   Friday, March 29, 2024
Time:   11:00 a.m.
Place: 1301 N. Market Street, Suite 110, Sacramento, CA 95834.

1. Collateral. The term “Collateral” means: A selection of Debtor’s goods for sale and other goods, including inventory, generally described as balance of system for solar installation and further detailed on the attached Exhibit B (also available at https://tinyurl.com/mvuujuc3).
2. Sale. Secured Party will submit an opening credit bid for the Collateral for the amount of One Hundred Twenty Thousand Dollars and Zero Cents ($120,000) (“Opening Bid”) to purchase the Collateral and the Disposition shall proceed in accordance with Paragraph 7 below.
3. Authority. This Disposition is pursuant to California Commercial Code § 9610 and 9613, other applicable law, and the provisions of the credit agreement and other documents between Secured Party and Debtor.
4. As Is/Where Is Sale. Secured Party will offer to sell all of the Collateral “As Is/Where Is” with all faults and without recourse, representation, warranty or guaranty, whether express or implied. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SECURED PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND SECURED PARTY WILL NOT BE LIABLE FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. No descriptions of the Collateral (either as set forth above or in any the supplemental materials) nor any oral statements made by the Secured Party (or its agents, employees or attorneys) concerning the Collateral shall be construed as a warranty either express or implied. There is no warranty relating to title, possession, quiet enjoyment, or the like in this Disposition.
5. Qualified Bidder. In order to participate in the Disposition as a “Qualified Bidder”, such bidder shall provide proof of funds demonstrating that bidder has 120% of the Opening Bid in cash immediately available. Qualified Bidder must obtain certification from Brian Boito [email protected] not later than 12:00 p.m. (noon) PDT on March 28, 2024; and (b) notify the undersigned for Secured Party of its intent to bid at the Disposition. Interested bidders should contact the undersigned for Secured Party in writing to obtain ACH and wire instructions. Only Qualified Bidders will be allowed to bid at the auction.
6. Inspection. Interested bidders may inspect the Collateral on March 27, 2024 between 11:00 a.m. and 1:00 p.m. at 1301 N. Market Street, Suite 110, Sacramento, CA 95834. Prior authorization and appointment are required. Contact Mike Nelson at (916) 419-8771.
7. Bids and Auction Terms. The Disposition shall be a public auction to Secured Party at the Opening Bid or to the highest Qualified Bidder. If bidding occurs on the Collateral, over and above the Opening Bid, the Collateral will be sold for cash at such price and on such other commercially reasonable terms as the Secured Party may determine at the Disposition. A Qualified Bidder must be physically or virtually present at the Disposition in order to bid. The minimum competing bid, topping the Opening Bid, will be the sum of the Opening Bid and $10,000 and bidding increments will be $10,000 or such other amount as Secured Party may announce throughout the Disposition. The Secured Party may announce changes in the minimum bidding increments at the Disposition as often as the Secured Party in its discretion determines is appropriate. Higher bids will continue to be received until the Secured Party has determined that it has received the highest bid from a Qualified Bidder. The Secured Party may, in its discretion, also choose to accept the next highest bid from a Qualified Bidder as a backup bidder. The Secured Party reserves the right to (a) reject all bids and terminate the Disposition or adjourn the Disposition to such other date and time as the Secured Party may deem proper, by announcement prior to the date of the Disposition or at the place and on the date of the Disposition, and any subsequent adjournment thereof, without further publication, and (b) impose any other commercially reasonable conditions upon the Disposition of the Collateral as the Secured Party may deem proper. The bid amounts are exclusive of transfer and sales taxes, which each bidder covenants to pay if such bidder is the successful bidder. The amount of transfer or sales tax shall be as computed by Secured Party (whose computation shall be binding absent manifest error). The Secured Party expressly reserves the right to, in its sole and absolute discretion, waive any of the terms or rules set forth herein regarding receipt of deposit, submission of competing bids, and the auction.
8. Full Payment. Upon conclusion of the Disposition, the successful bidder must execute and deliver to Secured Party a Memorandum of Sale in the form required by Secured Party confirming such bidder’s winning bid and agreement to purchase the Collateral.  The closing shall take place on or before two (2) business day following the conclusion of the Disposition (the “Closing Date”), TIME BEING OF THE ESSENCE, at which time the successful bidder will be required to pay the amount of the winning bid plus the amount of transfer and sales tax (“Total Due”) as computed by Secured Party (whose computation shall be binding absent manifest error) to the Secured Party by wire transfer or ACH payment (pursuant to such instructions as Secured Party may provide at the Disposition). Disposition will be consummated immediately upon execution and delivery of closing documents and receipt of the Total Due by the Secured Party in immediately available funds (which, as set forth above, shall include all amounts due for sales or transfer taxes, if any, related to the sale of the Collateral, which shall be paid by the winning bidder). Upon payment in full of the Total Due, the purchaser shall receive a quit-claim bill of sale and assignment of intangibles representing the Collateral purchased, without guaranty of signatures, without payment of any transfer or other tax (which shall be the sole responsibility of the successful bidder), without warranty by or recourse to the Secured Party, its agents or its representatives, in form and substance acceptable to the Secured Party. The winning bidder shall be solely responsible for all shipping and transportation costs to remove the Collateral from its location and shall remove the Collateral from its location within four (4) business days of the Disposition, and shall indemnify, defend and hold Secured Party harmless from and against any and all damages whatsoever arising from removal of the Collateral. Storage fees of $250 per day shall begin to incur on the fifth business day after Disposition and shall continue to accrue every calendar day thereafter.  If a successful bidder does not timely close, the Secured Party may elect to close with the backup bidder.
9. Other Terms. By bidding at the Disposition, all bidders shall be deemed to have agreed to the terms and conditions of the Disposition as set forth herein or later provided. Each bidder must state his or her name, for whom he or she is bidding, and the amount of each bid made. The Secured Party in its sole discretion hereby reserves the right to cancel or postpone any or all of such sales of the Collateral.  The Secured Party further reserves its rights in all collateral of Debtor not being sold pursuant to this notification.
10. More Information. Any interested bidder may contact Brian Boito via e-mail [email protected] to obtain more information regarding the Disposition, the Collateral that consists primarily of some of the inventory of Debtor or other terms and conditions.
11. Debtor and other interest parties may request an accounting by contacting the undersigned at [email protected]. Please contact Robert Schwartz (213) 802-0132 [email protected] with any questions regarding the contents of this notice or the Disposition.

Date:   March 14, 2024

WESCO Distribution, Inc.

/S/
_______________________________

By: Brian Boito
Its: Business Manager – Solar Division