CLICK HERE FOR EXHIBIT A – BILL OF SALE & TRANSFERRED ASSETS
FIREFLY SYSTEMS INC. and any party entitled to notice under Texas Uniform
EOS LAUNCHER, INC.
1906 El Camino Real, Suite 201
Menlo Park, CA 94027
Attn: Maxym Polyakov
Tel: (650) 798-4457
Email: [email protected]
Date: March 16, 2017
Time: 10:00 a.m., Pacific Time
Place: 1906 El Camino Real, Suite 201
Menlo Park, CA 94027
EOS Launcher, Inc., a Delaware corporation, assignee of FITA LLC, Patrick Joseph King, Thomas E. Markusic, Voyager Holdings Limited and Beshara Eric Salwan (collectively the “Assignors”) and by such assignment the “Lender” and secured party (“Secured Party”) under the Loan and Security Agreement, dated as of October 20, 2016 (the “Security Agreement”), by and between Assignors and Firefly Systems Inc., “Borrower” and debtor (“Debtor”), hereby gives notice that Secured Party will conduct a public disposition of all “Collateral” described in the Security Agreement at the place, on the date and at the time stated above. The public disposition will be conducted under the Texas Uniform Commercial Code § 9.610.
The Collateral under the Security Agreement consists of virtually all of Debtor’s personal property assets and all of its right, title and interest in and to the following:
(a) All goods, equipment, inventory, contract rights or rights to payment of money, leases, license agreements, franchise agreements, general intangibles (including payment intangibles and intellectual property), accounts (including health-care receivables), documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts, 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. “Debtor’s Books” means all Debtor’s books and records including ledgers, records regarding Debtor’s assets or liabilities, the Collateral, business operations or financial condition and all computer programs or discs or any equipment containing the information.
The term “general intangibles” includes goodwill, copyrights, trademarks, service marks, trade styles, trade names, patents, patent applications, leases, license agreements, customer lists, computer programs, computer disks, computer tapes or any other analog or digital storage medium.
The Collateral described as follows will be sold subject to the senior perfected security interest with respect to the Secured Convertible Promissory Note, dated as of June 29, 2015, issued by Debtor to the order of Space Florida, in the principal amount outstanding of $1,000,000, which EOS Launcher, Inc. acquired from Space Florida: (i) Debtor’s fixtures and other improvements to Debtor’s real property located in Burnet County, Texas (the “Burnet Location”), (ii) Debtor’s other tangible property to be used in connection with the Burnet Location (e.g., furniture, office supplies); (iii) contracts relating to the Burnet Location; (iv) general intangibles relating to the Burnet Location; and (v) specific equipment located at the Burnet Location.
The Collateral being sold may be inspected by (i) contacting the Secured Party’s representative designated above, (ii) executing and delivering to the Secured Party and the Debtor a confidentiality agreement in form and substance reasonably satisfactory to the Secured Party and the Debtor, and (iii) depositing $100,000 in immediately available funds with the Secured Party (the “Inspection Deposit”) in the deposit account that the Secured Party establishes for the purpose of holding funds of potential bidders (the “Deposit Account”). All Inspection Deposits (except that of the highest bidder) will be returned at the conclusion of the bidding process. Wire instructions for the Deposit Account may be obtained from the Secured Party’s representative designated above.
At the public sale, the Secured Party will offer the Collateral for sale as a unit to the highest qualified bidder. In order qualify as a bidder at the public sale, a proposed purchaser must, not later than twenty-four (24) hours before the date and time scheduled for the sale, deposit immediately available funds in the amount, when aggregated with such proposed purchaser’s Inspection Deposit, equal to its proposed maximum bid into the Deposit Account. If a qualified bidder’s offer is accepted by the Secured Party at the sale, then the successful bidder shall be bound by its offer and funds in the full amount of such qualified bidder’s successful bid shall immediately be transferred from the Deposit Account toSecured Party. If there are funds in the Deposit Account in excess of the successful bid, such funds shall be returned to the successful bidder. Any funds deposited to the Deposit Account by a non-successful bidder shall be returned to such non-successful bidder.
Secured Party, either directly or indirectly through nominees or assigns, reserves the right to bid at the sale without making a deposit to the Deposit Account as required for other bidders. Secured Party may credit bid all or part of the obligations secured by the Collateral, and to take title after the public sale through one or more nominees or assigns. The public sale may be cancelled, postponed or continued at any time, without further notice, at the Secured Party’s discretion. Any sales, use or other taxes or filing, recording, transfer or similar fees will be responsibility of the successful bidder. Bids may be oral or written, at Secured Party’s election, but will be subject to the terms of a Bill of Sale, substantially in the form attached as Exhibit A, which the purchaser will be required to acknowledge. This public sale is with reserve, meaning that each bid is merely an offer, and is not binding until accepted by the Secured Party.
THE SALE OF THE COLLATERAL SHALL BE “AS IS,” “WHERE IS,” “WITH ALL FAULTS,” WITHOUT EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OR FITNESS, OR ANY OTHER EXPRESS OR IMPLIED WARRANTIES OR ANY REPRESENTATIONS. THERE ARE NO WARRANTIES OR REPRESENTATIONS THAT EXTEND
BEYOND THE DESCRIPTION ON THE FACE HEREOF.
The Debtor is entitled to an accounting of the unpaid indebtedness secured by the Collateral, which Debtor may obtain, at such cost as may be determined by Secured Party, by contacting Secured Party’s representative set forth above.
CLICK HERE FOR THE SIGNED NOTICE.
CLICK HERE FOR EXHIBIT A – BILL OF SALE & TRANSFERRED ASSETS
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