PUBLIC NOTICE OF UCC ARTICLE 9 SALE: AMP Enterprises Holdings Inter, LLC, AMP Alarm, LLC, AMP Security, LLC, Alarm Monitoring Protction, Inc, AHS Services, LLC, FREE60, LLC, Titanium Solar LLC, and Titanium Acquisitionco, LLC

NOTICE OF PUBLIC DISPOSITION

NOTICE IS HEREBY GIVEN that Ares Agent Services, L.P., as administrative agent (“Agent”) under the Credit Agreement described below, will sell or cause to be sold, all right, title and interest, if any, of AMP ENTERPRISES HOLDINGS INTER, LLC, AMP ALARM, LLC, AMP SECURITY, LLC, ALARM MONITORING PROTCTION, INC., AHS SERVICES, LLC, FREE60, LLC, TITANIUM SOLAR LLC, and TITANIUM ACQUISITIONCO, LLC (collectively, the “Grantors” and each a “Grantor”) in and to the Sale Collateral generally described below.  This notice is being delivered pursuant to Section 9-611 of the Uniform Commercial Code as in effect in the State of New York.

The public disposition of the Sale Collateral that is the subject of this notice (the “Public Sale”) is being held to enforce the rights and remedies of Secured Parties under that certain Credit and Guaranty Agreement, dated as of December 20, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof and as supplemented or amended, including, but not limited to, that certain Second Amendment to Credit and Guaranty Agreement dated April 3, 2024, the “Credit Agreement”), by and among Grantors as Credit Parties, Agent as Administrative Agent and Collateral Agent, and the Lenders party from time to time thereto and the other Credit Documents. Capitalized terms used but not otherwise defined in this notice have the meanings assigned to such terms in the Credit Agreement.

Subject to the terms herein, the Sale Collateral will be sold to the highest qualified bidder in public as follows:

Subject to the terms herein, the “Sale Collateral” includes all of the Secured Parties’ Collateral, including, but not limited to: (i) the monitoring and alarm contracts held by certain of the Grantors, including, but not limited to the Alarm Dealer Agreement, Alarm Monitoring Agreements, Alarm Services Agreement, PERS Contracts, Security Alarm Contracts, and Electronics Contracts¹; (ii) the Controlled Alarm Communication Paths²; (iii) PERS; (iv) Deposit Accounts (as defined in the Pledge and Security Agreement) of certain of the Grantors; (v) Cash and Cash Proceeds (as defined in the Pledge and Security Agreement) of certain of the Grantors; (vi) Inventory (as defined in the Pledge and Security Agreement) of certain of the Grantors; (vii) Equipment (as defined in the Pledge and Security Agreement) of certain of the Grantors; (viii) Collateral Records (as defined in the Pledge and Security Agreement); (ix) Intellectual Property (as defined in the Pledge and Security Agreement) of certain of the Grantors; (x) Receivables (as defined in the Pledge and Security Agreement), including, but not limited to, Receivables attributable to a Solar Contract or Solar Dealer Agreement, of certain of the Grantors; and (xi) without limiting any of the foregoing, proceeds, profits and returns of and from any of the foregoing. The Sale Collateral may be sold as a single unit or in phases. The Sale Collateral may be subject to certain additional inclusions to be negotiated with the Secured Parties and certain exclusions as Agent and/or the Secured Parties may determine.

Please be advised that Agent reserves the right to cancel or postpone the Public Sale at any time or to cause the Public Sale to be adjourned from time to time. Any adjournment or continuation of the Public Sale will be announced at the place and on the date of the Public Sale, either directly or indirectly through Agent’s nominees and/or assigns, and without the necessity of prior or subsequent written or published notice.

All bids must be made orally, in person, at the place of the Public Sale, provided, however, that Agent, in its sole discretion, may, upon request no later than twenty-four (24) hours prior to the Public Sale (such request to be made to Brandon Bell by email at [email protected]), permit a qualified bidder to participate and place bids at the Public Sale on such virtual platforms as Agent, in its sole discretion, elects to use.  Further, Agent reserves the right to authorize qualified bidders, upon request to Agent directed to Mr. Bell in accordance with this paragraph, to submit bids in writing.

Subject to the terms herein, the Sale Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding Obligations held by or outstanding to Agent or for which Agent, or its designee, nominee, or assign, is entitled by contract or applicable law to bid. Each bid is merely an offer and is not binding unless accepted by Agent. All offers must contain no contingencies that are unsatisfactory to Agent, and all offers will be subject to such other or additional bid procedures as Agent may establish or otherwise announce, either directly or indirectly through its designees, nominees and/or assigns, from time to time.

Please be advised that Agent reserves the right to credit bid, and may credit bid, any or all of the secured obligations for the Sale Collateral at the Public Sale, either directly or indirectly through Agent’s nominees and/or assigns, and to take title after the Public Sale through one or more designees, nominees or assigns. Agent, or Agent’s nominees and/or assigns, as applicable, will be deemed to be a qualified bidder at, and for purposes of, the Public Sale.

There will be no warranty made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition. THE SALE COLLATERAL WILL BE OFFERED FOR PURCHASE AT THE PUBLIC SALE, AND THE SALE THEREOF IS, ON AN “AS IS, WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY RECOURSE, REPRESENTATION, GUARANTEE OR WARRANTY OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED, OR STATUTORY. Any sales, use or other taxes or filing, recording, transfer or similar fees will be the responsibility of the successful bidder.

To be  qualified bidder, a prospective bidder must, not later than twenty-four (24) hours before the date and time scheduled for the Public Sale, contact Brandon Bell of Hunton Andrews Kurth LLP by email at [email protected], and, in such email, must provide accurate contact information of such bidder and such adequate assurance of such bidder’s financial ability to perform as Agent may request. Interested parties desiring any additional information on any aspect of the Public Sale—including further detail on the contents of the Sale Collateral—should contact Mr. Bell as set forth in this paragraph.

You are entitled to an accounting of the unpaid Obligations secured by the Sale Collateral. You may request an accounting by contacting Mr. Bell as set forth in the above paragraph.

Grantor shall be liable for any indebtedness and/or other amounts which may be due to Agent or any Secured Parties after the application of the proceeds of the Public Sale to the extent permitted by applicable law, the Credit Agreement, and the Credit Documents (as defined and described in the Credit Agreement). Nothing contained herein shall be construed as a modification of the Credit Agreement or any of the Credit Documents or as a waiver of any such indebtedness, the other security therefor, any delinquency, breach, default, or event of default thereunder or as a modification, waiver or limitation of Agent’s or any Secured Party’s rights or remedies, all of which are hereby expressly reserved. The Public Sale referenced herein is not intended to be, nor shall it be deemed to be, a “strict foreclosure” or “acceptance of collateral in full or partial satisfaction of obligation” as set forth in Section 9-620 of the UCC.

1. As defined in that certain Electronic Contracts Custody and Control Agreement dated December 20, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Electronic Contracts CC Agreement”) by and among Ares Agent Services, L.P., as administrative agent for the First Lien Lenders, Seacoast Capital Partners, IV, L.P., as administrative agent for the Second Lien Lenders, AHS Services, LLC, and Smart Vault Corp, as custodian
2. As defined in that certain Collateral Assignment of Communication Paths dated December 20, 2022 (as amended, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Collateral Assignment of Communication Paths”) by each of the Credit Parties in favor of Ares Agent Services, L.P. as administrative agent for the Lenders.