PUBLIC NOTICE OF UCC ARTICLE 9 SALE: B2B Cloud Software Business

NOTICE OF UCC ARTICLE 9 PUBLIC SALE BY SECURED PARTY

On June 2, 2026, at 12:00 p.m. Eastern Time, via videoconference, a public sale (the “Public Sale”) will be conducted of substantially all assets constituting the collateral (the “Sale Assets”), in accordance with Section 9-610 of the New York Uniform Commercial Code and other applicable law. Access details will be provided to qualified bidders.

The subject (“Borrower”) is a B2B cloud software business serving in-house marketing organizations at consumer-facing enterprises. The platform unifies customer information from across the organization’s operating systems and supports the planning, execution, and measurement of customer engagement programs across multiple direct channels. Capabilities span audience development, lifecycle and behavioral program execution, content personalization, and campaign measurement, with machine learning and generative AI features assisting with routine setup, content variation, and program optimization. The business operates as a component of its customers modern customer-engagement and growth marketing infrastructure, driving measurable improvements in conversion, retention, and customer lifetime value. Borrower’s parent holding company (“Holdings,” and together with Borrower, the “Debtors”) is also a debtor under the Loan Documents. Borrower and Holdings are each Delaware corporations.

The Public Sale is being conducted by RUNWAY GROWTH FINANCE CORP., as administrative agent and collateral agent (“Agent”), to enforce its rights in the collateral under that certain Loan and Security Agreement, dated as of December 19, 2023, by and among Borrower, Holdings, the lenders party thereto and Agent (as modified from time to time, the “Loan Agreement,” and together with the related loan documents, the “Loan Documents”). Debtors granted Agent a security interest in the Sale Assets to secure the obligations under the Loan Documents. The secured obligations outstanding as of the Public Sale date will be not less than $35,000,000.

The Sale Assets consist primarily of (i) substantially all assets used in Borrower’s software business, including intellectual property, software and related technology, source code, object code, documentation, trade names, trademarks, domain names, websites, accounts, contracts, books and records, deposit accounts, equipment and general intangibles, and (ii) substantially all assets of Holdings, including Holdings’ equity interests in Borrower. Additional information will be made available upon request, subject to customary non-disclosure agreements and bid procedures.

The Sale Assets may be sold in one or more lots, on an “AS IS, WHERE IS” basis, with all faults and without recourse or any representation or warranty, express or implied, including as to title, value, condition, merchantability or fitness, except as expressly set forth in the form of asset purchase agreement available upon request. Agent intends to sell the Sale Assets to the highest or otherwise best qualified bidder at the Public Sale. The Public Sale will be for cash, credit against outstanding indebtedness under the Loan Documents, or other consideration approved by Agent, and subject to commercially reasonable bid procedures and other requirements, which will be available upon request. Interested parties must submit a bid, proposed asset purchase agreement, and proof of ability to fund no later than May 29, 2026, at 5:00 p.m. Eastern Time (the “Bid Deadline”). Qualified bidders will receive the access details for the Public Sale. Agent reserves the right to credit bid on behalf of the Lenders for some or all of the Sale Assets and to modify the terms, conditions, or procedures for the Public Sale, withdraw all or any portion of the Sale Assets, or continue the Public Sale to a future date for any reason.

Any inquiries regarding the Public Sale or the Sale Assets should be directed to [email protected] by the Bid Deadline.