PUBLIC NOTICE OF ARTICLE 9 UCC SALE: RE-VC Visions Holdings, LLC, B&T Visions Holdings, LLC, Philip Proujansky

Notification of Disposition of Collateral at a Public Sale

Name of Debtors:  RE-VC Visions Holdings, LLC, B&T Visions Holdings, LLC, Philip Proujansky

Grasshopper Bank, N.A. (the “Secured Party”), is the holder of perfected security interests in certain collateral by the Debtors pursuant to (i) that certain Loan and Security Agreement, dated as of December 31, 2020 (as amended by the First Amendment to Loan and Security Agreement, dated as of December 31, 2021, as further amended by the Second Amendment to Loan and Security Agreement, dated as of January 30, 2022, and as further amended by the Third Amendment to Loan and Security Agreement, dated as of March 2, 2022, and as further amended, restated, amended and restated, modified or supplemented from time to time, the “Loan Agreement”); (ii) the Unconditional Secured Guaranty by the Corporate Guarantor, dated December 31, 2020 (as amended by the Affirmation and Amendment of Unconditional Secured Guaranty, dated March 2, 2022, and as further amended, restated, amended and restated, modified or supplemented from time to time, the “Corporate Guaranty”); (iii) the Springing Unconditional Secured Guaranty by the Individual Guarantor, dated December 31, 2020 (as amended by the Affirmation and Amendment of Springing Unconditional Secured Guaranty, dated March 2, 2022, and as further amended, restated, amended and restated, modified or supplemented from time to time, the “Individual Guaranty” and together with the Corporate Guaranty, the “Guarantees”); (iv) the Collateral Assignment of Cash Flow and Distributions by the Individual Guarantor and the Corporate Guarantor, dated December 31, 2020 (as further amended, restated, amended and restated, modified or supplemented from time to time the “Cash Flow Assignment”); and (v) the other Loan Documents (as defined in the Loan Agreement), pursuant to which the Secured Party has been granted a perfected lien in Collateral (as defined in the Loan Agreement and the Guarantees).

PLEASE TAKE NOTICE that, that, pursuant to Section 9-610 of the New York Uniform Commercial Code and the terms of the Loan Agreement and the Security Agreement, the Secured Party will sell as a unit, at the discretion of the Secured Party, the personal property of the Debtors described below to the highest qualified bidder(s) (which may include the Secured Party) in public auction as follows (the “Disposition”):

Day and Date: Thursday, January 18, 2024;

Time: 10:00 am ET;

Place: Cooley LLP, 55 Hudson Yards, New York, NY, 10001

The Disposition is being effected pursuant to Section 9-610 of the New York Uniform Commercial Code, other applicable sections of the New York Uniform Commercial Code, other applicable law and the provisions of the Loan Documents. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in the New York Uniform Commercial Code.

THE PERSONAL PROPERTY TO BE SOLD includes all of the Collateral (as defined in the Loan Agreement and the Guarantees), including but not limited to the following property of the Debtors:

As to all of the Debtors:

• all Deposit Accounts;
• all net cash flow of the Corporate Guarantor to be allocated on account of Individual Guarantor’s membership interest of 61.2073% in the Corporate Guarantor; and
• together with all Proceeds of any of the foregoing, all accessions to and substitutions and replacements for, any of the foregoing, and all offspring, rents, profits and products of any of the foregoing, and, to the extent related to any of the foregoing, all books, correspondence, credit files, records, invoices and other papers.

As to the Borrower and the Individual Guarantor:

• all Accounts, and all Goods whose sale, lease or other disposition by the Borrower and the Individual Guarantor has given rise to Accounts and have been returned to, or repossessed or stopped in transit by, the Borrower and the Individual Guarantor;
• all Chattel Paper, Instruments, Documents and General Intangibles (including, without limitation, all patents, patent applications, trademarks, trademark applications, trade names, trade secrets, goodwill, copyrights, copyright applications, registrations, licenses, software, franchises, customer lists, tax refund claims, claims against carriers and shippers, guarantee claims, contract rights, payment intangibles, security interests, security deposits and rights to indemnification);
• all Inventory;
• all Goods (other than Inventory), including, without limitation, Equipment, vehicles, Fixtures, antique furniture and art, gems, and jewelry;
• all Investment Property (including, but not limited to Individual Guarantor’s equity interests in limited liability companies, partnerships, and corporations that, among other things, own real estate or engage in other business);
• All Securities Accounts, Commodity Accounts, other bank accounts, deposits and cash;
• all Letter-of-Credit Rights;
• Commercial Tort Claims;
• any other property of the Borrower and the Individual Guarantor now or hereafter in possession, custody or control of Secured Party or any agent or any parent, affiliate or subsidiary of Secured Party for any purpose (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise); and
• together with all Proceeds of any of the foregoing, all accessions to and substitutions and replacements for, any of the Collateral (as defined in the Loan Agreement), and all offspring, rents, profits and products of any of the Collateral (as defined in the Loan Agreement), and, to the extent related to any Collateral (as defined in the Loan Agreement), all books, correspondence, credit files, records, invoices and other papers.

All property subject to the sale is to be sold at 10:00 am ET on Thursday, January 18, 2024 at the law offices of Cooley LLP, 55 Hudson Yards, New York, NY, 10001. The sale shall be on an as-is, where-is basis, without representations or warranties of any kind by Secured Party, including without limitation, any warranties or representations as to title or fitness for a particular purpose.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE POSSESSION QUIET ENJOYMENT OR THE LIKE IN THIS DISPOSITION ARE EXPRESSLY DISCLAIMED.  Terms are cash or cashier’s check only, due on acceptance of bid unless other appropriate credit arrangements have been made with the Secured Party no later than 48 hours prior to the sale. Secured Party reserves the right to bid (even if by way of a “credit bid” of set off) at the sale or any continuation or adjournment thereof. Secured Party shall not be obligated to consummate any sale and reserves the right to reject any and all offers at its sole discretion for any reason whatsoever. The Secured Party reserves its right, on or prior to the sale, to withdraw all or a portion of the Collateral from the sale for any reason whatsoever, modify, waive or amend any terms or conditions of the sale or impose any other terms or conditions on the sale and, if the Secured Party deems appropriate, to reject any or all bids or to continue the sale to such time and place as the Secured Party, in its sole and absolute discretion, may deem fit, or to cancel such sale.  The above terms and conditions of sale may be supplemented or amended by Secured Party at any time prior to the sale.  Certain of the Collateral consists of securities (the “Securities Collateral”).  None of the Securities Collateral has been registered for sale under any federal or state securities laws and as such may not be sold or otherwise transferred by the Secured Party or a purchaser of any Securities Collateral except pursuant to an effective registration statement or unless an exemption from registration is available.  Accordingly, any proposed purchaser will be required to execute an investment intent letter providing that: (a) the Securities Collateral is being acquired for investment only and not for distribution; (b) the purchaser is acquiring the Securities Collateral only for its own account; (c) the purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the risks and merits of the investment; (d) the purchaser has sufficient financial means to afford the risk of the investment in the Securities Collateral; (e) the Securities Collateral has not been registered and may not be resold unless registered or unless an exemption from registration is available; (f) the Securities Collateral will be legended to reflect that such securities are restricted; (g) the purchaser has had an opportunity to review such financial information about issuer of the Securities Collateral as is in the possession of the Secured Party, and (g) the purchaser is an “accredited investor” as defined in Rule 501 under the Securities Act of 1933, as amended. Any prospective purchaser may contact Evan Lazerowitz at telephone: (212) 479-6113, or via e-mail: [email protected] to obtain more information regarding the Disposition or obtain additional information regarding the Collateral. The Secured Party will provide, on request to any prospective purchaser, such financial information regarding the Collateral as is in the Secured Party’s possession, subject to negotiation of a customary confidentiality agreement and subject to documentary proof of financial ability to make a bid of at least $6,500,000.