PUBLIC NOTICE OF UCC ARTICLE 9 SALE: Pivot3, Inc.

NOTICE OF PUBLIC SALE BY SECURED PARTY

DEBTORS:   Pivot3, Inc. (“Pivot3”), Pivot3 Holdings, Inc. (“Holdings”), Nexgen Storage, Inc.(“Nexgen”), PV3 (an Abc), LLC (assignee pursuant to assignment for the benefit of creditors) (“Assignee”)

ON FRIDAY,DECEMBER 15, 2023, AT 12:00 PM (PACIFIC TIME) at the offices of Sidley Austin LLP, 1001 Page Mill Road, Building 1, Palo Alto, CA 94304, a public sale (“Public Sale”) will be conducted of substantially all of the assets (including without limitation, intellectual property, such assets collectively, the “Sale Assets”) of Pivot3, Holdings, NexGen and, Assignee in accordance with Section 9-610 of the New York UCC and other applicable law.  Access by videoconference may be made available upon request. The Public Sale is being conducted by Runway Growth Finance Corp. (“Secured Party”) to enforce its rights as collateral agent pursuant to that certain Loan and Security Agreement, dated as of May 13, 2019 (as modified from time to time the “Loan Agreement”).  Pivot3, Holdings and Nexgen (collectively “Loan Parties”) granted Agent a security interest in the Sale Assets to secure loans made pursuant to the Loan Agreement.  Certain of the Sale Assets were transferred to Assignee subject to Secured Party’s security interest.  The outstanding principal balance under the Loan Agreement as of the October 19, 2023 is not less than $23,582,368.83, plus accrued interest, fees and expenses.

Loan Parties were previously in the business of development and sale of hyperconverged infrastructure and video surveillance systems. In July 2021, Loan Parties ceased operations, Pivot3 transferred substantially all assets to Assignee in an assignment for the benefit of creditors, and the software product of Pivot3 previously known as “Pivot3” was sold, and certain related underlying registered patents were exclusively licensed pursuant to a fully paid-up, royalty-free, worldwide, perpetual license for the video surveillance field (the “Existing License”).  The Sale Assets consist primarily of intellectual property registered in the name of Loan Parties with the US PTO and IP offices of other jurisdictions, which is being sold subject to the Existing License, and the shares of Pivot3 and NexGen, which are pledged as collateral.

The Sale Assets may be offered in one or more lots at the discretion of Secured Party, and will be sold on a strictly “AS IS, WHERE IS” basis, with all faults, and without recourse to Secured Party or any lender under the Loan Agreement, without any representation or warranty, express or implied, as to the title, value, condition, merchantability or fitness for use of any of the Sale Assets or any other representation or warranty with respect to the Sale Assets whatsoever, which are hereby disclaimed, except for certain limited representations of Agent as expressly set forth in a form Asset Purchase Agreement which will be available upon request by any qualified party interested in bidding on the Sale Assets.  Secured Party intends to sell the Sale Assets to the highest or otherwise best qualified bidder at the Public Sale.  The Public Sale will be for cash or credit against outstanding indebtedness under the Loan Agreement, and subject to commercially reasonable bid procedures and other requirements established by Secured Party, which will be available upon request.  Secured Party reserves the right to credit bid for some or all of the Sale Assets and to modify the terms, conditions, or procedures for the Public Sale, withdraw all or any portion of the Sale Assets from the Public Sale or continue the Public Sale to any future date for any reason, in Secured Party’s discretion.

Any inquiries regarding the sale or the Sale Assets should be directed to Avisha Khubani at [email protected] no later than December 14, 2023, 12:00 pm (Pacific time).