NOTICE IS HEREBY GIVEN that on September 19, 2019 at 11:00 a.m. CDT (the “Date of Sale“) in the offices of Bryan Cave Leighton Paisner LLP, 161 North Clark Street, Suite 4300, Chicago, Illinois, P2Binvestor Incorporated (“Lender“), pursuant to Section 9-610 of the Uniform Commercial Code, as adopted under applicable law, and under the following agreements: (i) that certain Financing and Security Agreement dated as of October 4, 2016 (the “2016 FSA“) and that certain Financing and Security Agreement dated as of October 2, 2017 (collectively with the 2016 FSA and each as amended, modified or supplemented from time to time, the “Loan Agreement“) pursuant to which Lender has made certain loans and other extensions of credit available to Lifeprint Products, Inc. (“Borrower“); (ii) that certain Secured Promissory Note dated May 29, 2018 by Borrower in the original principal amount of $2,500,000 (as amended, modified or supplemented from time to time, the “Note”); (iii) that certain Secured Promissory Note dated November 19, 2018 by Borrower in the original principal amount of $350,000 (the “Second Note“) and (iv) that certain Consolidated Secured Promissory Note by Borrower in the original principal amount of $4,110,824.67 dated December 31, 2018 (the “Consolidated Note” and together with the Loan Agreement, the Note, the Second Note and all other related documents, the “Loan Documents“) will hold a public sale (the “Sale“) of all of Borrower’s estate, right, title and interest in and to in certain personal property of the Borrower constituting Collateral under the Loan Documents, including, but not limited to, certain patent rights, trademark rights and copyright rights (collectively, the “Assets“).
Terms and Conditions of Sale. The Assets will be sold to the bidder or bidders with the highest or otherwise best bids (as determined by Seller), for cash, except as otherwise provided herein, and such other commercially reasonable terms as the Seller may determine on an “AS IS, WHERE IS” basis with all faults and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Assets. Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of the Sale or impose any other terms or conditions on the Sale and, if the Seller deems appropriate, to reject any bids and/or to continue, adjourn or terminate the Sale. Seller or its assignee or designee reserve the right to credit bid for all or a portion of the Assets at the Sale and, notwithstanding the requirement that such Sale be for cash, to apply all or any part of the total amount of the indebtedness owed to the Lenders under the Loan Documents, in satisfaction of the purchase price. The winning bidder will be required to deposit twenty-five percent (25%) of winning bid in cash or by wire transfer to Seller on or before the Date of Sale, and close the Sale and transmit the remainder of its winning bid amount to the Seller no later than five (5) business day after being declared by Seller as the winning bidder at the Sale. Other bid procedures apply, and a full set of the bid procedures are available upon request.
Assets Included in Auction: The assets included in the auction are source code, technical documentation, and roadmaps for a state-of-the-art augmented reality platform and a published, pending patent that encompasses the process and technology for targeted advertising delivered via augmented reality. The buyer would be able to display content to subjects based on the advertisers targeting goals and a Software Development Kit allowing for easy integration into multiple applications.
All requests for information relating to the Assets, the bid procedures, the terms and conditions of the Sale and other inquiries should be directed to Jeremy Becker (847) 414-5740, or to Seller’s counsel, Leslie Allen Bayles, Bryan Cave Leighton Paisner, LLP, (312) 602-5000.
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