Corporate Restructure | Capital Investment | Lending
Public Auctions


To:                   Ridge Diagnostics, Inc., a Delaware corporation (Debtor)

From:              Vindrauga Corporation (Secured Party)

                        1565 Hotel Circle South, Suite 310

                        San Diego, CA 92108

                        Attn:  James Wade

                        (619) 220-8900(619) 220-8900 Ext. 114

We (the Secured Party) will sell the Collateral described below to the highest qualified bidder in public as follows: 

Day and Date:          April 5, 2016

Time:                          10:00 a.m.

Place:                         Kirby & McGuinn

                                    707 Broadway, Suite 1750

                                    San Diego, CA 92101

                                    Attn:  Dean T. Kirby, Jr.

                                    (619) 525-1652(619) 525-1652


We reserve the right to purchase at the sale, and to continue or postpone the sale by announcement made at the above date, time and place. The opening credit bid will be $3,000,000.00.

You (the Debtor) are entitled to an accounting of the unpaid indebtedness secured by the property that we intend to sell. You may request an accounting by calling us at 619-220-8900619-220-8900 Ext. 114. 

All Collateral will be sold, as a single lot, without representation or warranty, “as is” and “with all faults.” and at its current locations. The Collateral includes all personal property identified in the following financing statements on file with the Delaware Secretary of State: (i) Filing No. 2013-4419959 filed 11/8/13, as amended by Filing No. 2015-1744720; and (ii) Filing No. 2013-4419884, as amended by Filing No. 2015-1744746.

The security interest of Secured Party has been subordinated to, and the Collateral will be sold subject to, a lien securing a loan described in that certain Intercreditor Agreement dated as of June 1, 2015 as the “Interim Funding Loan.” The approximate balance secured by the senior lien is $983,427.52 as of the date of this Notice.

The security interest of Secured Party is of equal priority to a lien securing a loan described in the Intercreditor Agreement as the “Bridge Loan.” The security interest securing the Bridge Loan was perfected by the filing of a financing statement (Filing No. 2015 0740299 filed 2/22/15) with the Delaware Secretary of State. The auction sale will be contingent upon the release of this co-equal lien by the Bridge Lenders. All cash received in connection with the bidding will be held in trust by Kirby & McGuinn until the earliest of the following: (i) lien releases reasonably satisfactory to the successful bidder are held by Kirby & McGuinn for the successful bidder; or (ii) seven days after the conclusion of the auction.

The Collateral to be sold includes the following, without implied limitation of the description in the above-referenced financing statements:

All of the Debtor's personal fixture property, and interests therein, and interests in fixture property, of every kind and nature, whether owned at the creation of the security interest or thereafter  acquired or arising, and wherever located, including the following properties, assets and rights of the Debtor: (i) Accounts; (ii) Chattel Paper; (iii) Commercial Tort Claims; (iv) Deposit Accounts; (v) Documents; (vi) Equipment; (vii) General Intangibles; (viii) Goods; (ix) Instruments; (x) Investment Property; (xi) Inventory; (xii) Letter of Credit Rights; (xiii) Supporting Obligations; (xiv) Debtor’s other personal property and rights of every kind and interests therein; (xv) all property delivered to Secured Party by Debtor or other of Debtor's property that shall otherwise be in Secured Party's possession or control in any manner or for any purpose.

All Trademark Collateral, Trade Secret Collateral, Copyright Collateral and Patent Collateral as described in the above-referenced financing statement Filing No. Filing No. 2013-4419884, as amended by Filing No. 2015-1744746, including without implied limitation U.S. Patent Nos. 8,158,374, 8,440,418; 8,450,077; and 8,673,650, as well as various patent applications.

And: (a) all books, records, writings, data bases, information and other property relating to, used or useful in connection with, evidencing, embodying, incorporating or referring to, any of the foregoing; (b) all Proceeds, products, substitutes and replacements of such property; all additions, attachments and Accessions to any of the foregoing; and (c) all property which the Debtor may receive on account of and from any and all of the foregoing.


DATE: March 22, 2016                                  /s/  Dean T. Kirby, Jr.                    

                                                                        Attorney for Secured Party

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