PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Phenix Real Time Solutions, Inc

NOTICE OF PUBLIC SALE OF ASSETS OF PHENIX REAL TIME SOLUTIONS, INC.

JUNE 24, 2025 BID DEADLINE

NOTICE IS HEREBY GIVEN that on June 26, 2025 (the “Date of Sale”), at 1:00 P.M. (CT) at the offices of Vedder Price P.C., 222 N. LaSalle Street, Suite 2600, Chicago, Illinois 60601 and/or virtually via Microsoft Teams or similar software, KB Partners, LLC, for the benefit of itself as collateral agent (in such capacity, the “Seller”) and for the benefit of the Lenders (as such term is defined herein), will hold a public auction pursuant to: (i) Section 9610, et seq. of the Revised Uniform Commercial Code as adopted under applicable law (the “UCC”); (ii) that certain Secured Convertible Note and Warrant Purchase Agreement, by and between Phenix Real Time Solutions, Inc. (the “Debtor”) and the lenders identified on Exhibit A thereto (collectively, the “Lenders”), dated June 7, 2024 (as amended, supplemented and otherwise modified from time to time, the “Purchase Agreement”); (iii) the various Secured Convertible Promissory Notes issued by the Debtor to the Lenders pursuant to the Purchase Agreement (collectively, as amended, supplemented and otherwise modified from time to time, the “Notes”); (iv) that certain Security Agreement and that certain Intellectual Property Security Agreement, each dated June 7, 2024 and each by and between the Debtor and Seller (collectively, as amended, supplemented and otherwise modified from time to time, the “Security Agreements”); and (v) and any other documents concerning loan(s) from the Lenders to Debtor, including all addenda, amendments and collateral documents related thereto (collectively with the Purchase Agreement, Notes and Security Agreements, the “Financing Documents”).

COLLATERAL BEING SOLD: Due to the Debtor’s defaults under the Financing Documents, and solely to the extent Seller has a first-priority security interest in the same pursuant to the Financing Documents, UCC filings and/or under other applicable law, Seller will hold a public auction to offer for sale substantially all of the Debtor’s presently owned and hereafter acquired rights, titles and interests in and to all of the items identified below (collectively, the “Collateral”):

(a) all accounts, deposit accounts, securities accounts and accounts receivable (now or hereafter existing) evidencing or relating to the right to receive payment concerning any such accounts;

(b) all chattel paper (whether tangible or electronic), documents, instruments (including, without limitation, promissory notes), contracts and contract rights, money and rights to the payment of money, letters of credit (whether or not the letter of credit is evidenced by a writing) and letters of credit rights and cash and cash equivalents;

(c) all general intangibles (including, without limitation, all payment intangibles), equipment, machinery, apparatuses, goods, inventory, accessories, computers, software, fittings, fixtures, furniture and furnishings;

(d) all tort claims (including, without limitation, commercial tort claims), insurance claims and payments and proceeds therefrom, supporting obligations, securities and other investment property, deposits (general or special, including, but not limited to, indebtedness evidenced by certificates of deposit, whether matured or unmatured) and any other liabilities at any time held or owing for the credit or the account of Debtor;

(e) all patents, patent applications, copyrights, copyright registrations, trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, all reissues, divisionals, provisionals, continuations, extensions and renewals thereof, all income, royalties, damages and payments now and hereafter due and/or payable under and with respect thereto (including, without limitation, payments under all licenses entered into in connection therewith and damages and payments for past or future infringements thereof), the right to sue for past, present and future infringements thereof, the goodwill of Debtor’s business symbolized by the foregoing and connected therewith and all of Debtor’s rights corresponding thereto throughout the world; (f) all rights under and interests in patents, trademarks, copyrights and other intellectual properties (including, without limitation, software license agreements with any other party, whether or not Debtor is a licensee or licensor under any such license agreement);

(g) all trade secrets, goodwill, processes, domain names, websites and URLs and all applications therefore, know-how, methods, processes, algorithms, business plans, marketing plans, financial information, proprietary information and confidential information; and

(h) all products and proceeds (as those terms are defined in the UCC) of any of the foregoing whenever generated and all rights, privileges, work product, information, supporting obligations and records relating to any of the foregoing. Notwithstanding anything to the contrary herein, for purposes of this Notice of Public Sale and for the sake of clarity, the term “Collateral” shall not include: (i) any of the Debtor’s assets in which Seller does not have a first priority security interest; (ii) any asset not owned by the Debtor; (iii) any contract, agreement, lease, license, permit or other right, which by its terms or by law is non-assignable; and (iv) all other assets of the Debtor that are not explicitly included as part of the Collateral.

TERMS AND CONDITIONS OF SALE:

1. The Collateral will be sold, as determined in the sole discretion of Seller, at public auction (the “Auction”) to the bidder with the highest or otherwise best bid, for cash except as otherwise provided herein, and on other such commercially reasonable terms as Seller may determine in Seller’s sole discretion, on an “AS IS, WHERE IS BASIS, AND WITH ALL FAULTS” and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Collateral. Seller does not claim title to the Collateral being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like in any sale. The Collateral will be transferred to the winning bidder via a Secured Party Bill of Sale that reflects the foregoing. At Seller’s sole discretion, some and/or all of the Collateral may be sold collectively, individually and/or in various lots.

2. Any party interested in bidding at the Auction must register for the same by no later than 5:00 P.M. (CT) on June 24, 2025 by contacting counsel for Seller, David L. Kane, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7778, E-Mail: [email protected]. For additional information regarding the sale terms, Auction, Collateral, due diligence or other inquiries, please contact counsel for the Seller as noted above. Anyone requesting confidential information relating to the Collateral may be required to sign a non-disclosure agreement.

3. The minimum bid amount at the Auction will be $7,869,000.00.

4. Unless the outstanding balance due to the Lenders from Debtor under the Financing Documents is paid in full on or before June 26, 2025 at 12:00 P.M. (CT), the Auction will take place on the Date of Sale at the offices of Vedder Price P.C. identified above and/or virtually via Microsoft Teams or similar software (a link to the Auction via Microsoft Teams or similar software will be made available to the Debtor and all parties that have properly and timely registered for the Auction).

5. Any winning bid(s) for any Collateral shall be made payable to Seller in U.S. dollars within two (2) business days of the Date of Sale. Seller reserves the right to bid at the Auction and to credit bid all or any part of the total amount of Lenders’ secured claim(s) in satisfaction of the purchase price.

6. Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of any sale or impose any other terms or conditions on any sale and, if Seller deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice. Notwithstanding anything to the contrary herein, all terms of the sale and Auction are at the Seller’s discretion.