Notice of Public Sale

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On December 23, 2021, at 11:00 a.m. (CST) at the offices of Vedder Price P.C., 222 North LaSalle Street, Suite 2600, Chicago, Illinois 60611, and via videoconference, Sloan Valve Company, as lender and holder of the Secured Note ("Secured Party"), will hold a public auction of Collateral of MODUS SYSTEMS, LLC ("Debtor") as described herein pursuant to UCC § 9610 and certain financing documents by and between Debtor and Secured Party.

Collateral: Secured Party will hold the Auction to offer for sale all of Debtor's right, title and interest in, to and under certain personal property, tangible and intangible, and all proceeds, substitutions, products, rents or profits thereof pledged by Debtor to Secured Party under the financing documents: (A) any and all Intellectual Property (as defined in the IP Security Agreement), including: (1) Patents, including without, limitation, (a) patents and patent applications, including those listed on the Schedules to the IP Security Agreement, and (b) all continuations, divisionals, continuations-in-part, reexaminations, reissues, and renewals thereof and improvements thereon; (2) Copyrights and works of authorship, including without, limitation, (a) copyrights and moral rights, and (b) copyright registrations and recordings thereof and all applications in connection therewith, including those listed on the Schedules to the IP Security Agreement; (3) Trademarks, including without, limitation, (a) any and all trademarks, trade names, registered trademarks, trademark applications, service marks, registered service marks and service mark applications, including (b) the trade names, registered trademarks, trademark applications, registered service marks and service mark applications listed on the Schedules of the IP Security Agreement, (c) all renewals thereof, and (d) the goodwill of Debtor's business symbolized by the foregoing or connected therewith; (4) 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; (5) 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; (6) the right to sue for past, present, and future infringements thereof; and (7) 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 (each as 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. Goods include, without limitation, those Goods set forth in the Manufacturing Supply Agreement, and Tooling, includes, collectively, all tooling, dies, test and assembly fixtures, gauges, jigs, patterns, casting patterns, cavities, molds, and documentation (including engineering specifications and test reports) used by Secured Party in connection with its manufacture and sale of the Goods, together with any accessions, attachments, parts, accessories, substitutions, replacements and appurtenances thereto (each as defined in the UCC) (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 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 Secured Party may determine in Secured Party's sole discretion on an "AS IS, WHERE IS BASIS, AND WITH ALL FAULTS", without recourse or any express or implied representations or warranties whatsoever, whether express, implied or statutory, including, without limitation, warranties of merchantability, quiet enjoyment, possession or fitness for a particular purpose. Secured Party does not claim title to the Collateral being sold and disclaims any warranty of title, possession, quiet enjoyment, value or quality of the Collateral and the like.
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 an ability to consummate the purchase, (iii) enter into a confidentiality agreement with the Secured Party so as to be considered as a qualified bidder, which decision shall be made by the Secured Party in the Secured Party's sole discretion, (iv) provide for a starting cash bid that exceeds $1,150,000 ("Qualified Bid Amount"), and (v) pre-register for attendance at the Auction not later than 5:00 p.m. (CST) on December 21, 2021.
3. To pre-register for the Auction, and for additional information regarding the terms of any sale, the Auction or the Collateral, or other inquiries, please contact counsel for Secured Party: David L. Kane, Vedder Price P.C., 222 North LaSalle St., Ste. 2600, Chicago, IL 60601; (312) 609-7778; dkane@vedderprice.com.
4. Any cash bid for the Collateral at the Auction must exceed the Qualified Bid Amount and be made payable to Secured Party in U.S. dollars within 24 hours of the Auction date. Secured Party 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.
5. Secured Party reserves the right to withdraw any or all of the Collateral from the Auction, at any time, and to modify, waive or amend any terms or conditions of any sale or impose any other terms or conditions on any sale and, if Secured Party deems appropriate, to reject any bids or to continue or adjourn any sale, all without prior notice. Secured Party may elect to cancel the sale at any time prior to its commencement. All terms of the sale and Auction are at the Secured Party's discretion.

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