PUBLIC NOTICE OF ARTICLE 7 SALE: FROZEN FOOD

NOTICE OF AUCTION OF FROZEN FOOD ON JANUARY 6TH

1.  Executive Summary. There is due as of November 25, 2022, charges and related fees and expenses totaling no less than $116,278.60 (together with any additional fees and expenses accruing thereafter, the “Lien Amount”) on the goods (“Goods”) held by NF Solutions, LLC as warehouseman (“Warehouseman”) under that certain Storage and Direct-To-Consumer Fulfillment Service Agreement dated September 14, 2020, between Warehouseman and The Very Good Food Company (“Bailor”).
2. Auction Date. Warehouseman intends to sell the Goods at public auction (“Auction”) on January 6, 2022, at 9:00 am CT (“Auction Date”) at the office of Much Shelist P.C., 191 N Upper Wacker Dr STE 1800, Chicago, IL 60606 to satisfy the Lien Amount. Accommodation for attending the Auction virtually may be made for prospective bidders who so request.
3. The Goods. The Goods consist of cases of frozen food as described and, in the quantities, listed on Appendix 1 to this Notice.
4. More Information. For more information, including to arrange an inspection of the Goods, and to register to attend and bid at the Auction, contact Jonathan Friedland of Much Shelist, P.C. at [email protected], counsel for Warehouseman.
5. Additional Legal Information.

1. 1. The Auction is being held pursuant to Uniform Commercial Code §§7-206(a), 7-209(a), and 7-210.
   2. Only those registered at least two business days before the Auction Date shall be entitled to attend or bid at the Auction. Warehouseman may require any prospective bidder to provide reasonable evidence of its ability to pay as a condition to being registered to bid. Any bidder attending the Auction shall be deemed to agree to the provisions contained in this Section 5 of this Notice.
   3. Warehouseman reserves the right to credit bid on the Goods and Bailor has the right to redeem the Goods by tendering the Lien Amount to Warehouseman before the Auction Date.
   4. Warehouseman reserves the right to announce procedures governing the terms of the Auction prior to, and at, the commencement of the Auction and to modify or waive any such procedures during the Auction.
   5. Warehouseman reserves the right, on or prior to the Auction Date, to reject any bids or continue the Auction without prior notice.
   6. Each prospective bidder is responsible for investigating the Goods, for making its own determination as to the appropriateness of bidding at the Auction and shall assume all risks associated with purchasing the Goods.
   7. THE GOODS ARE BEING SOLD AS A SINGLE LOT “AS IS” AND “WHERE IS” AND WITH NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATION, STATEMENTS, OR CONDITIONS OF ANY KIND INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ARE BEING SOLD IN ACCORDANCE WITH THE TERMS AND PROVISIONS SET FORTH ABOVE. THE WINNING BIDDER SHALL RECEIVE A BILL OF SALE FOR THE GOODS THAT CONTAINS THE ABOVE DISCLAIMERS.
   8. The winning bidder shall be required to pay a non-refundable deposit of 20% of its winning bid amount in immediately available funds on the Auction Date and shall be required to pay the remaining 80% prior to taking possession of them and shall be required to take possession of them within two weeks of the Auction Date unless otherwise agreed to in writing by Warehouseman.
   9. If the winning bidder fails to tender the deposit on the Auction Date, Warehouseman reserves the right to declare the next highest bidder the winning bidder until 24 hours after the Auction Date and such next higher bidder may not withdraw its bid until such time. All other bidders’ bids shall remain open until the conclusion of the Auction.

APPENDIX 1