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(Non-Consumer Goods Transaction)

Reference is made to certain Senior Secured Promissory Note, Security Agreement, and Note Purchase Agreement all dated August 28, 2023, and related Assignment and Assumption of Senior Secured Promissory Note (collectively the “Loan Documents”) by and among Audio Innovation Labs, LLC as successor lender (“Secured Party”) and Revenue.fm, Inc., (the “Debtor”), wherein the Debtor pledged substantially all of its assets (the “Collateral”) to secure payment for its obligations under the Loan Documents. Debtor is in default under the Loan Documents and Debtor’s obligations to Secured Party secured by the Collateral exceed $2,000,000 (the “Obligations”). The Obligations are due and owing. A list of the Collateral is attached hereto as Exhibit “A.”

PLEASE TAKE NOTICE THAT, Article 9 of the Uniform Commercial Code for the state of Delaware (“UCC”) and the Loan Documents, Secured Party will sell (or lease or license, as applicable) at public auction, at the date, time and location described below (the “Auction”), in
multiple lots or one lot, at its discretion, all of Debtor’s right, title and interest in the Collateral, whether now owned or hereafter acquired and wherever located, together with all replacements and substitutions therefor and all cash and non-cash proceeds (including insurance proceeds and any title and UCC insurance proceeds), and products thereof, and, in the case of tangible collateral, together with all additions, attachments accessions, parts, equipment and repairs now or hereafter attached or affixed thereto or used in connection therewith.

The Auction will commence on March 21, 2024, at 12:00 PM EST at 6750 East Camelback Road, Suite 103 Scottsdale Arizona 85251 and via videoconference (with further instructions to be provided to Qualified Bidders, as defined below). Bidders must register to attend the Auction no later than March 20, 2024 by contacting Resolute Commercial Services at [email protected] to whom other relevant inquiries may also be made. Qualified Bidders are those who have registered for the auction, indicated interest in certain assets, and provided qualifying information such as proof of ability to fund purchase. Terms are cash, wire, or cashier’s check only, with required immediate minimum payment of $100,000 due immediately at conclusion of the auction. The remaining balance is due and payable by 2:00 PM MST the first business day following the acceptance of bid.

Secured Party has the right, but not the obligation, to credit bid at the Auction up to the amount of the Obligations plus interest, charges, fees, costs, and expenses recoverable under the Loan Documents. Secured Party reserves the right to determine the date and manner of publication of any notice of the Auction. Secured Party shall have the right to adjourn the Auction one or more times on such terms and conditions announced at the Auction. No further publication or other notice of any kind of such adjournment shall be required for any such adjournment.

The sale is being made pursuant to the disposition of collateral procedures in the UCC without any recourse, warranties or representations of any kind, express or implied, and on an “AS IS, WHERE IS,” and “WITH ALL FAULTS” basis. Purchaser is responsible for obtaining possession of the assets being sold.

Secured party does not and cannot warrant the extent of Debtor’s rights, if any, in the Collateral, or regarding the accuracy or completeness of any information regarding the Collateral or Debtor’s rights in the Collateral. Any prospective buyer of the Collateral is responsible for its own due diligence and investigation regarding the Collateral and other liens and encumbrances on the Collateral. Any sale of the Collateral shall be a final sale on an AS IS, WHERE IS basis and will be made without any warranty, expressed or implied, as to the merchantability or fitness for any purpose or a particular purpose and without warranty, expressed or implied, as to any other matter including, but not limited to, the enforceability of any license agreement or other contract or right.

To the extent that any Obligations remain unpaid after the Auction, the Secured Party reserves all right to recover such remaining Obligations from the Debtor or any other obligor or guarantor. As Debtor, you are entitled to an accounting of the unpaid principal indebtedness secured by the property to be sold. This may be requested by contacting Resolute Commercial Services at [email protected].


Collateral” means All right, title, interest, claims and demands of Company in and to the following property:

(i) All Accounts;
(ii) All Chattel Paper;
(iii) All Commercial Tort Claims;
(iv) All Deposit Accounts and cash;
(v) All Documents;
(vi) All Equipment;
(vii) All General Intangibles;
(viii) All Goods;
(ix) All Instruments;
(x) All Intellectual Property;
(xi) All Inventory;
(xii) All Investment Property;
(xiii) All Letter-of-Credit Rights
(xiv) To the extent not otherwise included, all Proceeds and products of any and all of the foregoing, and all accessions to, substitutions and replacements for, and rents and profits of each of the foregoing.

The term “Intellectual Property” means all intellectual property of every kind and nature now or hereafter acquired and owned by Company, including inventions, designs, patents (whether registered or unregistered), copyrights (whether registered or unregistered), trademarks (whether registered or unregistered), trade secrets, domain names, confidential or proprietary technical and business information, know how, methods, processes, drawings, specifications or other data or information and all memoranda, notes and records with respect to any research and development, software and databases and all embodiments or fixations thereof whether in tangible or intangible form or contained on magnetic media readable by machine together with all such magnetic media and related documentation, registrations and franchises, and all additions, improvements and accessions.

Capitalized terms used but not otherwise in this Exhibit A shall have the meanings given to them in the Uniform Commercial Code of the State of New York as in effect from time to time. The Collateral is owned by Revenue.fm,Inc., and Collateral being sold at this sale includes only the assets of Revenue.fm,Inc. The Secured Party reserves all of its rights and interest in the assets of all other parties to the loan documents and reserves the rights to conduct additional sales of such assets.

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