PUBLIC NOTICE OF ARTICLE 9 UCC SALE: Caroo, LLC

NOTIFICATION OF DISPOSITION OF

COLLATERAL AT A PUBLIC AUCTION

Awesome Office, Inc.

PLEASE TAKE NOTICE:  Caroo, LLC, a Delaware limited liability company (“Secured Party”), the secured party with respect to the Collateral (as defined below), hereby gives notice that it will sell the Collateral at a public auction (“Auction”) on July 30, 2024 or on a date subsequent thereto (the “Disposition Date”).  This notice is being provided in accordance with Section 9-611 of the Uniform Commercial Code.  The sale will be held as follows:

Date: July 30, 2024

Time: 1:00 p.m. (Eastern)

Location: Via videoconference (with further instructions to be provided to Qualified Bidders, as defined below)

COLLATERAL TO BE SOLD: The collateral to be disposed of via public auction consists of all personal property and assets owned by Awesome Office, Inc. d/b/a Caroo, a Delaware corporation (the “Debtor”), as identified in Exhibit A (collectively, the “Collateral”).  The Collateral primarily consists of customer contract rights, accounts receivable, equipment, the Caroo trademark, source code, and intellectual property rights in computer software and computer software products.

TERMS OF DISPOSITION: Secured Party will sell the Collateral to the highest bidder, which bid may be paid in cash or by credit bid of the Secured Party, at the Auction to be held on the Disposition Date.  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.

Only bidders that are eligible to bid (“Qualified Bidders”), will be permitted to participate in the Auction. Among other requirements, no later than July 16, 2024 at 1:00 P.M. (EDT) Qualified Bidders will be required to sign a Confidentiality Agreement before accessing the data room and to meet certain other legal and financial criteria of Secured Party.

RIGHT OF PAYMENT: At any time before the disposition, the Debtor, any secondary obligor of the Debtor’s obligations secured by the Collateral (“Secured Obligations”), and any other secured party or lienholder with a security interest or lien in the Collateral may tender to Secured Party fulfillment of all Secured Obligations as well as expenses incurred by Secured Party in connection with, relating to or arising from the disposition, including without limitation, preparing the Collateral for the disposition, arranging for the disposition, and Secured Party’s reasonable attorney fees and legal expenses.

RESERVATIONS OF RIGHTS: If the proceeds of the sale are insufficient to satisfy the Secured Obligations, Secured Party may seek (and is not waiving any right to seek) any unsatisfied Secured Obligations or other amounts from the Debtor or any other party who may be liable for such unsatisfied Secured Obligations or other amounts.  Any excess proceeds from the sale after the Secured Obligations are indefeasibly satisfied in full will be applied as provided by law.  Secured Party expressly reserves all rights pursuant to applicable law.

Secured Party reserves the right to postpone or continue the sale to a later date, time, and place, or to cancel the disposition, by announcement prior to or at the disposition. Secured Party reserves the right to withdraw and remove any portion of the Collateral from the sale.  If competing offers with different terms and conditions are submitted, Secured Party will determine which offer will be accepted, and its decision in this regard will be final.  Secured Party reserves the right to adjourn the Auction pending such determination.  Secured Party reserves the right to bid and credit against its bid all or part of the Secured Obligations at the Auction.

MORE INFORMATION:  David Walker of GGG Partners, advisor to Secured Party; Phone: (404) 901-4064; Email: [email protected]

Exhibit A

The “Collateral” shall mean and include all of Debtor’s right, title and interest in and to the following personal property:

• goods;
• Accounts (as defined in the Uniform Commercial Code (the “UCC”)), including health-care receivables, accounts receivable and other sums owing to the Debtor;
• Equipment (as defined in the UCC), including all machinery, fixtures, goods, vehicles (including motor vehicles and trailers) and any interest in the foregoing;
• Inventory (as defined in the UCC), including all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process, and finished products, including without limitation such inventory is as temporarily out of Debtor’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above;
• contract rights, rights to payment of money, leases, license agreements, franchise agreements;
• General Intangibles (as defined in the UCC), including all Intellectual Property (as defined below), claims, income and other tax refunds, security and other deposits, payment intangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including key man, property damage, and business interruption insurance), payments of insurance and rights to payment of any kind;
• commercial tort claims;
• documents;
• instruments (including any promissory notes);
• chattel paper (whether tangible or electronic);
• deposit accounts and certificates of deposit;
• fixtures;
• letters of credit rights (whether or not the letter of credit is evidenced by a writing);
• securities, securities accounts, securities entitlements and all other investment property, supporting obligations, and financial assets, whether now owned or hereafter acquired, wherever located; and
• intellectual property (“Intellectual Property”), including:
  1. copyright rights, copyright applications, copyright registrations and like protections in each work of authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret;
  2. patents, patent applications and like protections including, without limitation, improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same;
  3. trademarks and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Debtor connected with and symbolized by such trademarks, including that certain trademark description “CAROO” (Registration/Application No. 63339165, Registration/Application Date: May 4, 2021);
  4. trade secrets and trade secret rights, including any rights to unpatented inventions, know-how and operating manuals;
  5. source code;
  6. intellectual property rights in computer software and computer software products;
  7. design rights;
  8. mask works or similar rights;
  9. claims for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the intellectual property rights identified herein;
  10. licenses or other rights to use any copyrights, patents, trademarks, or mask works and all license fees and royalties arising from such use to the extent permitted by such license or rights;
  11. amendments, extensions, renewals and extensions of any copyrights, trademarks, patents, or mask works; and
  12. proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.
• books and records, including ledgers, federal and state tax returns, records regarding Debtor’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment continuing such information relating to the foregoing; and
• and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to and replacements, products, proceeds and insurance proceeds of any or all of the foregoing.

Notwithstanding the foregoing, the Collateral does not include (i) any interest of Debtor as a lessee or sublessee under a real property lease; (ii) rights held under a license that are not assignable by their terms without the consent of the licensor thereof (but only to the extent such restriction on assignment is enforceable under applicable law); or (iii) any interest of Debtor as a lessee under an Equipment lease if Debtor is prohibited by the terms of such lease from granting a security interest in such lease or under which such an assignment or lien would cause a default to occur under such lease; provided, however, that upon termination of such prohibition, such interest shall immediately become Collateral without any action by Debtor or Bank.