NOTICE OF UCC ARTICLE 9 FORECLOSURE

PUBLIC SALE AND AUCTION

PLEASE TAKE NOTICE that, in accordance with applicable provisions of Article 9 of the Uniform Commercial Code, as enacted in New York, Worth Capital Holdings 70 LLC, a Delaware limited liability company (the "Secured Party") will offer for sale at a public auction (the "Public Sale") one hundred percent (100%) of the Class B Membership Interest (the "Collateral") of 228 DiLido VG LLC, a Delaware limited liability company, owned by Zachary A. Vella(the "Debtor").

The Public Sale will be conducted on January 31, 2024, at the offices of Greenberg Traurig, PA, 333 S.E. 2nd Avenue, Suite 4400, Miami, Florida 33131, beginning at 10:00 a.m. (EST).

PLEASE TAKE FURTHER NOTICE that the Public Sale is being conducted to enforce Secured Party's rights and remedies in and with respect to the Collateral as a result of the indebtedness of Debtor to Secured Party. Secured Party has a first priority security interest in the Collateral. The outstanding indebtedness due to Secured Party is not less than $11,624,073.70, plus costs, expenses, and accruing interest.

Secured Party, and any assignee or designee of Secured Party, reserve their right to (and may) credit bid at the Public Sale. The Collateral will be sold to the highest qualified bidder for cash or credit against outstanding indebtedness held by Secured Party.

There will be no warranties made or provided relating to title, possession, quiet enjoyment or the like in connection with the disposition. The Collateral shall be sold "AS IS" AND "WHERE IS," WITH ALL FAULTS, and WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE. None of the Collateral has been registered for sale under any federal or state securities or blue sky laws, and as such may only be sold or otherwise transferred by Secured Party or a purchaser of any Sale Collateral in accordance with applicable law. The Public Sale shall be subject to taxes, special assessments and liens that have been levied or assessed and/or are unpaid or unsatisfied (none of which will be paid by Secured Party). The Collateral is being sold without recourse to Secured Party, its attorneys or representatives.

The Public Sale may be canceled or continued from time to time, without further notice other than as given at the Public Sale, at the sole and absolute discretion of Secured Party.

Parties interested in participating at the Public Sale must, not later than 12:00 p.m. (ET) on January 28, 2024, contact Secured Party's counsel, Ari Newman, by e-mail at newmanar@gtlaw.com or by telephone at (305) 579-0868 and provide contact information and adequate assurance of such prospective bidder's ability to perform as Secured Party may request including, without limitation, a required deposit. Interested parties desiring additional information on any aspect of the Public Sale should contact Ari Newman.

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