PUBLIC NOTICE OF SALE: Modacentric Corporation

NOTICE OF PUBLIC SALE BY ORDER OF THE SECURED PARTY OF MODACENTRIC CORPORATION

SALE OF ASSETS: Notice is hereby given that on October 26, 2021 at 2:00 p.m. CDT (the “Date of Sale”), via videoconference from the offices of the secured party, UNMEIII, Inc., an Illinois corporation (“Secured Party”) shall hold a public auction (“Auction”) in accordance with the Uniform Commercial Code (as adopted under Illinois law) and other applicable law (the “Sale”) to offer for sale the assets of Modacentric Corp. (“Borrower”) including all of Borrower’s right, title and interest in and to Accounts, Chattel Paper, General Intangibles, Supporting Obligations, Equipment, Inventory, Instruments (including promissory notes), Documents, Deposit Accounts, Financial Assets, Securities, and Letter-of-Credit Rights, and all amounts owing to Secured Party hereunder, including the Purchase Price and Reserve, and all Proceeds thereof (the “Sale Assets”).

TERMS AND CONDITIONS: The Sale Assets sold or to be sold are being sold as a single or multiple lots “As Is” and “Where Is” and all express or implied warranties, representation, statements or conditions of any kind, arising by statute, common law or otherwise are expressly excluded, including but not limited to warranties of merchantability or fitness for a particular purpose, and representations or warranties as to (i) state or condition of title, (ii) physical, condition, (iii) existence, validity, or amount of any liens or claims senior to that of Secured Party, or (iv) value that may be produced by the Collateral. The Secured Party is not transferring or selling herein any leased property, whether real or personal, whether evidenced by a true lease or a capital lease (unless the capital lessor so consents). The Secured Party reserves the right, on or prior to the date of Sale, to modify, waive or amend any terms or conditions of the sale or impose any other terms or conditions on the sale, and, if the Secured Party deems appropriate, to reject any bids or continue the sale (whether for all of the Sale Assets or separate lots) without prior notice.

The Collateral will be sold to the highest qualified bidder for cash, or the credit against outstanding indebtedness held by the Secured Party. Secured Party reserves its right to credit bid at the Public Sale without tendering deposit and to take title to the Collateral immediately after the Public Sale, or on such other date as Secured Party shall elect in its sole discretion.

All bidders must register for the Public Sale no later than October 22, 2021 at 2:00 p.m., by contacting Secured Party at [email protected]. Registration will require depositing $100,000.00 (by wire transfer, certified or cashier’s check) payable to Secured Party or another form of payment Secured Party may agree to accept in writing. All deposits (except that of highest bidder) shall be returned within three (3) business days of the conclusion of the bidding. The highest bidder’s deposit shall be non-refundable. The balance of the highest bid payable to Secured Party by wire transfer, certified or cashier’s check shall be delivered to Secured Party no later than October 27, 2021, at 3:00 p.m. (CDT), which may be continued, in writing, to a later time and date in Secured Party’s sole discretion. If the highest bidder defaults upon payment of the balance, its deposit and any partial payments are forever forfeited and the Collateral, at Secured Party’s sole option and discretion, may be sold to the next highest qualified bidder. Winning bidders will receive an authenticated transfer statement and bill of sale from Secured Party’s.

The Public Sale may be canceled or continued from time to time, without further notice other than as given at the Public Sale date and place, at Secured Party’s sole and absolute discretion. Please contact Secured Party at [email protected] for additional information regarding remote bidding and inspection scheduling.