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PUBLIC NOTICE OF UCC SALE: NXT Communications Corporation

PUBLIC NOTICE OF UCC SALE: NXT Communications Corporation

Pursuant to Title 11, Article 9 of the Official Code of Georgia, Western Pioneer, Inc., (including any assignee, “Secured Party”), will sell certain property (the “Collateral”) more particularly described below to the highest qualified bidder in public as follows:

Date:  November 18, 2022

Time: 10:00 a.m., PST

Place: Perkins Coie LLP, 1201 Third Ave, Suite 4900, Seattle, Washington 98101-3099, and via Zoom

Collateral:  The Collateral consists of the following: all rights, title and interest of NXT Communications Corporation (“Debtor”) in and to the following: (i) Accounts; (ii) Deposit Accounts; (iii) Inventory; (iv) Chattel Paper; (v) Documents; (vi) Equipment; (vii) Instruments; (viii) General Intangibles; (ix) Investment Property; (x) other goods and personal property, whether tangible or intangible; (xi) money, cash or cash equivalents; (xii) Supporting Obligations and Letter-of-Credit Rights; (xiii) books and records pertaining to any of the Collateral (including, without limitation, customer lists, credit files, computer programs, printouts and other computer materials and records); and (xiv) products and Proceeds of all or any of the Collateral described in clauses (i) through (xiii) hereof.

Notwithstanding the foregoing, the Collateral shall not include any Intellectual Property or License to the extent the granting of a security interest would render such Intellectual Property or License unenforceable or is prohibited by, or would result in a breach of the terms of, or constitute a default thereunder; provided that the foregoing exclusion shall not apply if: (A) such prohibition has been waived or a security interest with respect thereto has been consented to by the other party thereto or (B) such prohibition would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of Article 9 of the UCC, as applicable and as then in effect in any relevant jurisdiction, or pursuant to any other applicable law or principles of equity; provided, further, immediately upon the ineffectiveness, lapse or termination of any such provision, Company shall be deemed to have granted a security interest in, all of its right, title and interest in and to such personal property and fixtures of Company as if such provisions had never been in effect; and provided, further, the foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the unconditional, continuing security interest of the Purchaser Representative, for the benefit of the Secured Parties, in and to all rights, title and interests of Company in or to any payment obligations or other rights to receive monies due or to become due under any such personal property and fixtures.

This sale is made without any warranties as to quality, fitness, merchantability title or condition of the property.  The property shall be sold as is and where is and will be sold only as a block to a single purchaser.  The sale may be continued to a later date at the sole and absolute discretion of Secured Party.  Secured Party reserves the right to credit bid some or all of the indebtedness owed to Secured Party by Debtor at such sale.

Any party interested in bidding on the Collateral may obtain relevant documents (after execution of a suitable confidentiality agreement), Zoom information for the sale, and/or bid procedures by contacting counsel for the Secured Party: John S. Kaplan, Perkins Coie LLP, 1201 Third Avenue, Suite 4900, Seattle WA 98101-3099, (206) 359-8000, [email protected].

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