PUBLIC NOTICE OF UCC ARTICLE 9 SALE: DACRA-MSI LLC

NOTICE OF PUBLIC SALE

PURUANT TO THE ILLINOIS UNIFORM COMMERCIAL CODE

Please take notice that pursuant to Section 9-610 of the Illinois Uniform Commercial Code (810 ILCS 5/9-610)  and pursuant to the rights granted to Sturgis Capital Financial Group LLC (the “Lender”) under that certain Secured Revolving Loan and Security Agreement and Secured Note dated May 31, 2021, and the various amendments thereto dated December 1, 2021, April 1, 2022, June 30, 2022, and April 1, 2023 (collectively, the “Note and Security Agreements”) between Lender and DACRA-MSI LLC, a Delaware limited liability company (the “Borrower”), under which Note and Security Agreements the obligations of the Borrower are secured by the guarantees of the Borrowers’ wholly owned subsidiaries, DACRA Adjudication Systems LLC d/b/a DACRA Tech, LLC, a Delaware limited liability company and Violations Payment.com LLC, a Delaware limited liability company (“collectively the Guarantors”), Lender will sell all of the property of Borrower listed on Exhibit A, whether now or hereafter owned, existing, acquired or arising and wherever now or hereafter located (the “Assets”).

Borrower’s current indebtedness to Lender is $6,201,075.19 and Lender  reserves the right to bid some or  all of such indebtedness towards the Purchase of the Assets on the Sale Date. Lender has submitted its initial bid at the Auction of $5,245,000, which represents the minimum bid that may be submitted for the purchase of the Assets (the “Minimum Initial Bid”).

Subject to the terms of this Notice, the Assets will be sold pursuant to Public Auction (the “Auction”) to be held at the offices of Mickey, Wilson, Weiler, Renzi, Lenert & Julien, P.C., 140 S. Municipal Drive, Sugar Grove, IL 60554, on Monday, December 4, 2023, at 10:00 a.m. (CST) (“the Sale Date”) pursuant to the following terms and conditions: on the Sale Date, the Assets will be offered for sale, in bulk, and sold to the highest bidder at the conclusion of the Auction, as determined by Lender in its sole and absolute discretion, on an “AS IS, WHERE IS” basis, with all faults, without recourse, and without any express or implied representations or warranties whatsoever, including, without limitation, condition of title, value or quality of the assets, or with regard to assets, liabilities, financial condition or earnings of the Borrower or any of its affiliates. 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. As a condition to bidding at the Auction, all bidders (other than Lender) shall deposit into the IOLTA Trust Account of Mickey, Wilson, Weiler, Renzi, Lenert & Julien, P.C no later than by 5:00pm on Friday December 1, 2023, an earnest money deposit in the form of wire transfer for not less than twenty-five percent (25%) of the Minimum Initial Bid for the Assets (the “Initial Bid Deposit”). Upon acceptance of a bid (“Accepted Bid”), the successful bidder (other than Lender) shall pay Lender the full amount of the Accepted Bid minus the Initial Bid Deposit (the “Balance”), within forty-eight (48) hours of the conclusion of the Auction. If the successful bidder fails to pay the Balance of its bid within such time, the bidder shall forfeit the Initial Bid Deposit to the Lender as liquidated damages and the Lender may (but shall not be obligated to) offer the Assets to the next highest bidder. The Lender reserves its right, on or prior to the Sale Date, to withdraw all or a portion of the Assets from the Auction for any reason whatsoever, modify, waive or amend any terms or conditions of the Auction or impose any other terms or conditions on the Auction and, if the Lender deems appropriate, to reject any or all bids or to continue the Auction to such time and place as the Lender, in its sole and absolute discretion, may deem fit, or to cancel such Auction. Additional or amended terms and conditions of the Auction may be announced on the Sale Date, or any continued Auction. The Lender reserves its right to credit or otherwise bid at the Auction and to apply the expenses of the Auction and all or any part of the total amount of the indebtedness owed to the Lender under the Note and Security Agreements in satisfaction of the purchase price. The Lender reserves all of the rights accruing to it under the Note and Security Agreements, including the right to seek a judgment for any deficiency remaining on account of its indebtedness after the conclusion of the Auction.

Persons interested in bidding on the Assets at the Sale, and/or desiring other information, may contact counsel for the Lender, Bernard K. Weiler, 140 S. Municipal Drive, Sugar Grove, IL 60554, (630) 801-9699 ext. 103, during normal business hours.

To the extent that the Auction generates proceeds in excess of the Borrower’s indebtedness under the Note and Security Agreements, such excess proceeds will be remitted to the Borrower in accordance with Section 5/9-615 of the Illinois Uniform Commercial Code (810 ILCS 5/9-615).

The Borrower is entitled to an accounting of the unpaid indebtedness secured by the collateral for a charge of $50.00. The debtor may request an accounting by contacting aforementioned Counsel for the Lender.

STURGIS CAPITAL FINANCIAL GROUP LLC
By: ______________________________________
Its Attorney, Bernard K. Weiler

MICKEY, WILSON, WEILER, RENZI, LENERT & JULIEN, P.C.
140 S. Municipal Drive, Sugar Grove, IL  60554
Telephone:  (630) 801-9699 ext. 103
Facsimile:  (630) 801-9715
Email:  [email protected]

Exhibit A – Assets Subject to Auction

The assets to be sold or disposed of at the Auction shall include any or all assets subject to Lender’s security interests under the Note and Security Agreements, including, without limitation, any or all of the following assets in which the Debtor or Guarantors has or had any right, title or interest (as each such term below is defined in the Illinois  Uniform Commercial Code, 810 ILCS 5/1-101, et seq.):

1. All apparatus, machinery, devices, fixtures, communication devices, systems and equipment, fittings, appurtenances, equipment, appliances, furniture, furnishings, appointments, and accessories of the Borrower and Guarantors now or hereafter acquired or in which Borrower or Guarantors may now or hereafter have any interest whatsoever, and used in the operation or maintenance of their businesses; and
2. Any and all goods, tangible and intangible, personal property of any kind, nature or description, including without limitation, any and all membership interests in any subsidiary businesses (including, without limitation, Borrowers membership interests in its wholly owned subsidiaries, DACRA Adjudication Systems LLC, and Violations Payment.com LLC), intellectual property rights (including but not limited to all rights to any software developed by Borrower or Guarantors), contract rights, franchises, licenses, permits, documents, instruments, goodwill, and other general intangibles of Borrower and Guarantors, whether now owned or hereafter acquired, or in which Borrower or Guarantors now has or shall hereafter acquire any right, title or interest whatsoever (whether by bill of sale, lease, conditional sales contract, or other title retention document or otherwise), and any and all replacements and substitutions thereof or therefor, arising from or out of their businesses; and
3. Any and all causes of action, claims, compensation, judgments, insurance proceeds, awards of damages and settlements hereafter made arising in whole or in part out of the operation of Borrower’s or Guarantors’ businesses; and
4. Any and all moneys now or hereafter on deposit at any bank or credit union, including but not limited to deposits arising out of normal operations with respect to their businesses; and
5. Any and all rights of the Borrower and Guarantors in the goodwill, trademarks, trade names, copyrights, patents, trade secrets, intellectual property arising by registration with the USPTO, US Library of Congress or any State or arising by common law in any manner relating to the businesses; and
6. Any option rights, books and records, and general intangibles of Borrower and Guarantors relating to their businesses, and all accounts, contract rights, instruments, chattel paper and other rights of Borrower or Guarantors for payment of money, for property sold or lent, for services rendered, for money lent, or for advances or deposits made relating to their businesses; and
7. Any and all other rights of Borrower and/or Guarantors under any other contracts executed or entered into by Borrower and/or Guarantors with any provider of goods or services for or in connection with their businesses; and
8. Any and all additions and accessories to all of the foregoing and any and all proceeds, renewals, replacements and substitutions of all of the foregoing.