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PUBLIC SALE of substantially all assets of THE TRUTH BAR, LLC., a Delaware Limited Liability Company.

PLEASE TAKE NOTICE that on May 28, 2021, at 1:00 p.m., New York, New York time, a public sale (the “Public Sale”) shall be conducted of the assets, constituting the items described on Schedule “A” below (the “Sale Collateral”) of The Truth Bar, LLC (the “Debtor”).

The Public Sale will be conducted via video conference on Zoom. Credentials to be provided by Agent only to Qualified Bidders.

PLEASE TAKE FURTHER NOTICE that the Public Sale is being conducted by Guadagnoli & Associates, P.C. as agent (the “Agent”) for Truth Products, LLC (the “Secured Party”) to enforce the rights and remedies of Secured Party under certain SECURITY AGREEMENTS and related SECURED TERM NOTES, AND SECURED PROMISSORY NOTES, pursuant to which the Debtor is indebted to the Secured Party (collectively, the “Notes”), as of May 7, 2021, in an amount no less than $2,153,025 together with interest, penalties and costs accruing thereafter.

The Sale Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Secured Party or for which the Secured Party is entitled by contract to bid. Please be advised that Secured Party, and any assignees of the Secured Party, reserve their right to credit bid, and may credit bid, at the public sale of the Sale Collateral.

The Sale Collateral will be sold “AS IS, WHERE IS,” “WITH ALL FAULTS,” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE,” There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition.

To be a “Qualified Bidder,” a prospective bidder must, on or before 5:00 p.m. (New York, New York time) on May 25, 2021: (i) contact Agent at the e-mail address or phone number below and provide the Agent with current contact information; (ii) provide to Agent an executed confidentiality agreement in form and substance satisfactory to Secured Party; (iii) provide to Agent current financial statements of the prospective bidder that will show sufficient assets to be able to close on a purchase of the Sale Collateral or other evidence of the ability to purchase the Sale Collateral reasonably satisfactory to Secured Party; (iii) send to Agent a cash deposit in the amount of $150,000 (the “Sale Deposit”); and (iv) provide to Agent an agreement by the Qualified Bidder and the representatives of the Qualified Bidder taking part in the Public Sale to being recorded. No representatives of the Qualified Bidder may take part in the Public Sale without providing such agreement. Such agreement shall also designate a single individual authorized to speak on behalf of the Qualified Bidder at the Public Sale.

The Secured Party shall not be required to post any such Sale Deposit in order to participate in the auction. All deposits of Qualified Bidders, other than the successful bidder, will be refunded after the Public Sale.

Parties interested in participating at the Public Sale as a “Qualified Bidder” for the Sale Collateral should contact Agent by e-mail at [email protected] or by telephone at 646-237-5765.

Schedule “A”

Description of Sale Collateral to be Sold: (i) all intangible assets and intellectual property rights owned or controlled by or licensed to or by Debtor, including, without limitation, logos, trade names (including, without limitation, the names “The Truth Bar” and “Truth Water”), domain names (including, without limitation, truthbar.com, truthbar.net, and thetruthbar.com and all related email and other accounts and passwords), trademarks (whether registered or not) (including, without limitation, the name “The Truth Bar”, “Truth Water”, “Ingredients with a Purpose”, “Satisfy your sweet tooth with a purpose”, and “Probiotic-Prebiotic”) and related goodwill, patents, copyrights (whether registered or not), and, in each case, their registrations and applications, all know-how, trade secrets, trade dress, service marks, confidential or proprietary information, recipes, ideas, formulations, customer lists, Truth Bar packaging designs, and Truth Bar color schemes, and all other intellectual property as well as any all causes of actions, claims and demands or other rights for, or arising from, any past, present, and future infringement or other violation of the such intellectual property (ii) copies of all contracts; (iii) all rights under any permits, authorizations, franchises and certifications; (iv) originals or copies of all Debtor data and information (whether in paper or electronic format or any other medium) including technical data, financial, accounting and operating data, marketing, sales and promotional data, advertising materials, credit information, and supplier, prospect, and service provider lists; (v) all customer information including customer lists, customer data, contact information, pricing information, and supporting data for all customers; (vi) copies of all accounting and financial records, including the QuickBooks history for 2018, 2019, 2020, and YTD; (vii) all master administrator passwords logons, master administrator and control accounts and their respective usernames and passwords to, and rights to, domains, websites, and online sales or marketing platforms including, but not limited to, Amazon and any and all social media accounts such as, and without limitation, Facebook, Instagram, Twitter and Pinterest; and (viii) all other assets, rights and properties of every kind and nature that are owned or leased by Debtor and used, or held for use, in the business, wherever located and whether or not reflected on the books of the Debtor, and the goodwill and going concern value and other intangible assets arising from or relating to Debtor.

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