Notice of Public Sale

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NOTICE IS HEREBY GIVEN that on June 9, 2021, at 11:00 a.m. (CST) (the "Date of Sale") at the offices of Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60611 and/or by virtual sale via videoconference, Sloan Valve Company, as lender and holder of the Secured Note ("Secured Party" or "Seller"), will hold a public auction of the Collateral as described herein pursuant to (i) Section 9610 et seq. of the Revised Uniform Commercial Code as adopted under applicable law, (ii) that certain Secured Promissory Note dated June 17, 2020 ("Secured Note") made payable by Modus Systems, LLC ("Debtor") to the order of Secured Party, (iii) that certain Intellectual Property Security Agreement dated June 17, 2020 by and between Debtor and Secured Party (the "IP Security Agreement"), (iv) that certain Manufacturing Supply Agreement dated June 17, 2020 by and between Debtor and Secured Party and (v) all any other documents respecting financing accommodations made to the Debtor by the Secured Party, including addenda, amendments and collateral or financing documents related thereto (the Secured Note, the IP Security Agreement, the Manufacturing Supply Agreement and the other related documents, in their original form and as amended, restated, supplemented, renewed, extended, or otherwise modified from time to time, collectively, the "Financing Documents").

COLLATERAL: Seller will hold a public auction to offer for sale all of Debtor's right, title and interest in, to and under the following presently owned or after acquired personal property, tangible and intangible, and all proceeds, substitutions, products, rents or profits thereof pledged by Debtor under the Financing Documents: (A) any and all Intellectual Property (as defined in the IP Security Agreement), including, without limitation, (1) Patents, Copyrights and works of authorship and Trademarks (as each of the foregoing terms is defined in the IP Security Agreement), (2) trade secrets, knowhow, inventions (whether or not patentable), algorithms, software programs (including source code and object code), processes, product designs, industrial designs, blueprints, drawings, data, customer lists, URLs (uniform resource locators) and domain names, specifications, documentations, report, catalogs, literature, and any other forms of technology or proprietary information of any kind, including all rights therein and all applications for registrations or registrations thereof; (3) all income, royalties, damages and payments now or hereafter due and payable under and with respect thereto, including payments under all licenses entered into in connection therewith and damages and payments for past, present, or future infringements thereof; (4) the right to sue for past, present, and future infringements thereof; and (5) all of Debtor's rights corresponding thereto throughout the world; (B) all payments under insurance or any indemnity or warranty payable in respect of any of the Intellectual Property; and (C) all inventory of goods purchased under the Manufacturing Supply Agreement, including, without limitation, Goods, Nonconforming Goods and Tooling (as each of the foregoing terms is defined in the Manufacturing Supply Agreement), wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing (as each of the foregoing terms may be defined in the Revised Uniform Commercial Code as adopted under applicable law) (together with all rights, contracts, litigation, engagement agreements, privileges, work product, information, and records relating to same, "Collateral").

TERMS AND CONDITIONS OF SALE:

1. The Collateral will be sold, as determined in the sole discretion of Seller, at public auction (the "Auction") to the bidder with the highest or otherwise best bid, for cash except as otherwise provided herein, and on other such commercially reasonable terms as Seller may determine in Seller's sole discretion, on an "AS IS, WHERE IS BASIS, AND WITH ALL FAULTS" and without any express or implied representations or warranties whatsoever, including, without limitation, warranties of merchantability, quiet enjoyment or fitness for a particular purpose or as to the title, value or quality of the Collateral. Seller does not claim title to the Collateral being sold hereunder and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like in any sale.
2. Any party interested in bidding at the Auction must (i) disclose its identity (including shareholders, members and/or managers), (ii) present financial information to evidence its ability to consummate the purchase, (iii) enter into a confidentiality agreement so as to be considered as a qualified bidder, which decision shall be made by the Seller in the Seller's sole discretion, (iv) provide for a starting cash bid that exceeds $525,000 ("Qualified Bid Amount"), and (v) pre-register for attendance at the Auction before 5:00 p.m. (CST) on June 7, 2021 by contacting counsel for the Seller as noted on ¶4 below.
3. Any cash bid for the Collateral at the Auction must exceed the Qualified Bid Amount and be payable to Seller in U.S. dollars within 24 hours of the Date of Sale. Seller reserves the right to bid at the Auction and to offset or credit bid all or any part of the total amount of its secured claims in satisfaction of the purchase price.
4. For additional information regarding the terms of any sale, the Auction or the Collateral, or other inquiries, please contact counsel for the Seller, David L. Kane, Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60601, Tel: (312) 609-7778, E-Mail: dkane@vedderprice.com. Anyone requesting confidential information relating to the Collateral will be required to sign a confidentiality agreement.
5. Seller reserves the right, on or prior to the Date of Sale, to modify, waive or amend any terms or conditions of sale or impose any other terms or conditions on any sale and, if Seller deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice. Seller may elect to cancel the sale at any time prior to its commencement. Notwithstanding anything to the contrary herein, all terms of the sale and Auction are at the Seller's discretion.
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