PolySign, Inc. PUBLIC AUCTION NOTICE OF FORECLOSURE SALE

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PUBLIC AUCTION NOTICE OF FORECLOSURE SALE

PolySign Cayman Ltd., PS International, Standard Custody & Trust Company LLC, PolySign Capital LLC, AtomicNet, Inc., and Polysign Acquisitions, Inc. (including its subsidiary MG Stover)

 By virtue of defaults under that certain Loan and Security Agreement, dated as of April 13, 2022, (as amended, supplemented or otherwise modified from time to time, the “Loan Agreement”) between, PolySign, Inc. (“Polysign” or the “Pledgor”), and Boathouse Capital III LP (the “Agent”), pursuant to which the Pledgor granted a security interest in all of its rights, title and interest in, to and under, among other things, the collateral described below to the Agent.  Reference is hereby made to that certain Intellectual Property Security Agreement, dated as of April 13, 2022 (as amended, supplemented or otherwise modified from time to time, the “PolySign IP Security Agreement”) by and among the Pledgor and the Agent.  Reference is further made to that certain Intellectual Property Security Agreement, dated as of April 13, 2022 (as amended, supplemented or otherwise modified from time to time, the “MG Stover IP Security Agreement,” together with the PolySign IP Security Agreement, the “IP Security Agreements”, and the assets pledged thereunder, the “IP Assets”) by and among MG Stover LLC.

Notice is hereby given that the Agent, by Ronald M. Caspert, Caspert Management Co., Inc., Licensed Auctioneer, DCA No. 0869125, will sell the collateral hereafter described at a public auction (the “Public Auction”) on January 5, 2024 (the “Auction Date”) at the offices of Latham & Watkins, 1271 Avenue of the Americas, New York, NY 10020.  The Public Auction will also be available online and by telephone.  Remote access details can be requested from Lakewood Advisors, LLC (“Lakewood Advisors”), financial advisor to the agent, using the contact information below.

Said Public Auction will commence at 10:00 am Eastern Time, at which time the following collateral shall be sold: (i) that certain 100% equity interest in PolySign Cayman Ltd., a Cayman Islands corporation; PS International, a Cayman Islands exempted company; Standard Custody & Trust Company LLC, a New York limited liability company; PolySign Capital LLC, a Wyoming limited liability company; AtomicNet, Inc., a Delaware corporation; and Polysign Acquisitions, Inc., a Delaware corporation (collectively, the “Issuers”) and (ii) the intellectual property assets pledged under the IP Security Agreements (the “IP Assets”), including certain trademarks and patents relating to blockchain, distributed ledger system, and master key escrow process.  The Issuers are direct and/or indirect subsidiaries of the Pledgor, a California corporation that is in default on indebtedness extended by a lender.  The equity interests of Pledgor in each of the Issuers and the IP Assets were pledged to secure this indebtedness and are being sold as part of a foreclosure process.  Participation at the Public Auction will be subject to certain eligibility requirements and terms and conditions established by the Agent.  Persons interested in participating in the Public Auction should contact Lakewood Advisors no later than seven (7) days prior to the Auction Date.

The purchase price for the above described collateral shall be payable by wire transfer drawn on US banks in same-day funds or by certified or bank check drawn upon a US bank as follows:  a ten (10%) percent deposit is required with a successful bid by the highest qualified successful bidder and the balance of the purchase price shall be payable within twenty (20) days and the sale shall be subject to the further conditions set forth in the terms of sale which are available upon request from the Agent or Lakewood Advisors and such revisions thereto as may be announced prior to or at the start of the auction.  Copies of documentation available to the Agent concerning the collateral will be made available to qualified bidders, who have entered into a confidentiality agreement, from Lakewood Advisors.

The Agent reserves the right to bid, to become purchaser at the sale and, without deposit, to credit against the purchase price all sums related to the Secured Obligations under the Loan Agreement and to adjourn, delay or terminate the sale at any time.  The collateral will be sold “as is” and “where is” and without any implied or express representation, warranty or covenant, including without limitation any warranty relating to title, possession, quiet enjoyment, or the like, in the disposition of any or all of the collateral.

The collateral will be sold as a block, but the Agent reserves the right to consider proposals to only acquire certain business segments or assets.  Among other requirements, the purchaser at the sale will be required to represent that the collateral is being acquired for the purchaser’s own account and not with a view to the sale or distribution thereof and that the collateral will not be resold unless pursuant to an effective registration statement under the Securities Act of 1933 (the “Act”) and any applicable state securities laws or under a valid exemption from the registration requirements of the Act and such laws.  The purchaser will also be required to provide the Agent with an investment letter.

Please direct all inquiries with respect to the collateral to:

LAKEWOOD ADVISORS, LLC

570 Lexington Ave. Suite 3300

New York, NY 10022

Attention: Edward Grebow

Email: egrebow@lakewoodadvisors.com

 

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