PUBLIC NOTICE OF UCC ARTICLE 9 SALE: AirX Bioscience, LLC

NOTICE OF DISPOSITION OF COLLATERAL (PUBLIC SALE) UNDER SECTION 9-611 OF THE CALIFORNIA UNIFORM COMMERCIAL CODE

Name of Debtor: AirX Bioscience, LLC, a Delaware limited liability company (the “Debtor”)

Name of Secured Party: Oxford Finance LLC, a Delaware limited liability company (“Secured Party”)

        Pursuant to that certain (i) Secured Promissory Note, dated as of September 27, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Note”) by Debtor in favor of AirXpanders Assets Liquidation Company, LLC, a Kansas limited liability company (“AirXpanders”), and (ii) Security Agreement, executed on or about September 27, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Security Agreement”, and together with the Note, the “Loan Documents”) between Debtor and AirXpanders, which Loan Documents were subsequently assigned to Secured Party, Debtor assigned to Secured Party all of such Debtor’s right, title and interest in the Collateral (as defined in the Loan Documents). The Debtor is in default of its obligations under the Note.

        Please take notice that, pursuant to Section 9-611 of the California Uniform Commercial Code (“UCC”), the Secured Party intends to foreclose upon its security interest in the Collateral described in Exhibit A hereto (the “Sale Collateral”) by public auction of the Sale Collateral. Bids are due Friday, March 15th, 2024 by 5pm ET followed by an auction on Friday, March 22, 2024 at 10am ET on a virtual platform selected by the Secured Party.

        The Secured Party reserves the right to sell the Sale Collateral in a single lot or in multiple lots, by way of one or more contracts, and on such terms and conditions as are agreed upon between the Secured Party and any purchaser of the Sale Collateral. 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 Sale Collateral as being subject to the Sale for any reason whatsoever.

        Except to the extent that such right is waived, the Debtor, any secondary obligor, or any other secured party or lienholder has the right to redeem the Sale Collateral at any time before the Secured Party has disposed of the Sale Collateral or entered into a contract for its disposition by tendering payment of all indebtedness secured by the Sale Collateral as well as any expenses reasonably incurred by the Secured Party in retaking, holding and preparing the Sale Collateral for disposition, in arranging for the Sale, and, to the extent provided in the Loan Documents and not prohibited by law, the Secured Party’s reasonable attorneys’ fees and legal expenses. If the proceeds of the Sale are less than the amount owed to Secured Party by the Debtor, the Secured Party will seek to recover such amount from the Debtor and/or any secondary obligators in accordance with applicable law.

        By selling and purchasing the Sale Collateral pursuant to the auction referenced herein, neither the Secured Party nor any purchaser of the Sale Collateral shall assume any liability or obligation whatsoever regarding any debts, expenses or liabilities of the Debtor 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 any other person or entity for any purpose.

        The Secured Party reserves all of its rights and remedies, of any and every type or nature whatsoever, against the Debtor and all other persons and entities for any and all deficiencies under any obligations remaining due to the Secured Party after the Sale. The auction referenced herein is not intended to be, nor shall it be deemed to be, a “strict foreclosure” or “acceptance of collateral in full or partial satisfaction of obligation” as set forth in Section 9-620 of the UCC.

        Any interested bidder may contact Heidi Lipton via e-mail: [email protected] to obtain more information regarding the Sale and the Sale Collateral upon execution of a non-disclosure agreement to be provided by the Secured Party and documentary proof of financial ability to make a bid of at least $25,000 USD (“Minimum Bid”). Please note: The required Minimum Bid may increase commensurate with additional advances or capital contributions made by Secured Party from the date of this notice through the date of the Sale.

Exhibit A

        The Collateral consists of all of Debtor’s right, title and interest in and to all of its assets in which the Secured Party is granted a security interest pursuant to the Security Agreement, including, without limitation, the following:

(a)  All goods, Accounts (including health-care receivables), equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, General Intangibles, commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts and other Collateral Accounts, all certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and

(b)  All Debtor’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

                (c) For the purposes hereof, the foregoing terms shall have the same meanings herein as in the Uniform Commercial Code in effect in the State of California (the “Code”), except that the following terms shall have the following meanings:

                (d) “Account” is any “account” as defined in the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower.

                (e) “Debtor’s Books” are Debtor’s or any of its subsidiaries’ books and records including ledgers, federal, and state tax returns, records regarding Borrower’s or its Subsidiaries’ assets or

                (f) liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

                (g) “Collateral Account” is any Deposit Account, Securities Account, or Commodity Account, or any other bank account maintained by Debtor or any subsidiary at any time.

                (h) “Deposit Account” is any “deposit account” as defined in the Code with such additions to such term as may hereafter be made.

                (i) “General Intangibles” are all “general intangibles” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work, whether published or unpublished, any patents, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, any trade secret rights, including any rights to unpatented inventions, payment intangibles, royalties, contract rights, goodwill, franchise agreements, purchase orders, customer lists, route lists, telephone numbers, domain names, claims, income and other tax refunds, security and other deposits, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind.

               (j) “Inventory” is all “inventory” as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily out of any Person’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above.

               (k) “Securities Account” is any “securities account” as defined in the Code with such additions to such term as may hereafter be made.