PUBLIC AUCTION NOTICE OF FORECLOSURE SALE BY VIRTUE OF A DEFAULT BY THE COMPANY UNDER certain secured loans (the "Secured Loans") provided by Trinity Capital Fund II, L.P. ("Trinity"); NOTICE IS HEREBY GIVEN that Trinity, as secured party, will sell the Collateral hereafter described at a Public Auction conducted by an auctioneer on Thursday, July 28, 2016. The auctioneer is Stephen E. Passy (tel: (310) 927-3493; bond # 0704529). Said Public Auction will commence at 2:00 p.m. (Los Angeles time) at the Los Angeles office of Latham & Watkins LLP (at the address below) at which time the Collateral (as defined herein) will be sold. "Collateral" means all of the right, title and interest of NEXTIMAGE MEDICAL, INC., a Delaware corporation, and NEXTIMAGE HOLDINGS, LLC, a Delaware limited liability company (together, the "Company"), in and to the business, properties, assets and rights of any kind, whether tangible or intangible, real or personal and constituting, or used, useful or reserved for use in connection with, or related to, the Company's businesses (which businesses include imaging services and management of workplace injuries), including, without limitation: (a) all goods and equipment, including all laboratory equipment, computer equipment, office equipment, machinery, fixtures and any interest in any of the foregoing; (b) all contract rights and general intangibles (including all intellectual property rights) that relate to the Company's business involving the management of workplace injuries; (c) all accounts, contract rights, royalties, license rights, license fees and all other forms of obligations owing to the Company arising out of the rendering of services by the Company (subject, in each case, to the contractual rights of third parties to require funds received by the Company to be expended in a particular manner), whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, that relate to the Company's business involving the management of workplace injuries, and the Company's books relating to any of the foregoing; (d) all documents, cash, deposit accounts, letters of credit and letters of credit rights and other supporting obligations, certificates of deposit, instruments, promissory notes, chattel paper (whether tangible or electronic) and investment property, including all securities, whether certificated or uncertificated, security entitlements, securities accounts, commodity contracts and commodity accounts, and all financial assets held in any securities account or otherwise, and the Company's books relating to the foregoing; and (e) all other personal property, and any and all rights and interests in any of the above and the foregoing and, any and all claims, rights and interests in any of the above and all substitutions for, additions and accessions to and proceeds thereof, including insurance, condemnation, requisition or similar payments and proceeds of the sale or licensing of intellectual property and all of the Company's books and records related to any items of other Collateral, but in each case excluding therefrom any contracts, leases or licenses or other assets that the purchaser elects not to assume or acquire. The purchase price for the above described Collateral shall be payable in cash or by certified or bank check as follows: a ten (10%) percent deposit is required with a successful bid 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 Latham & Watkins LLP and such revisions thereto as may be announced at the start of the auction. Documentation concerning the Collateral may be inspected at the Los Angeles offices of Latham & Watkins LLP immediately prior to the sale or, by appointment, in advance thereof. Trinity reserves the right to bid, to become purchaser at the sale and to credit, without deposit, against the purchase price all sums due to it pursuant to the Secured Loans and to adjourn, delay or terminate the sale. The Collateral will be sold as a block and not be broken down. Please direct all inquiries with respect to the Collateral to: Latham & Watkins LLP 355 South Grand Ave. Los Angeles, CA 90071-1560 Attention: Kimberly A. Posin, Esq. Telephone: (213) 891-7322
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