Public Collateral Auction – Membership Interest in SIMA Benefits Consulting Group, LLC

Grindstaff’s Auction Marketing Group is conducting an online public collateral auction offering a 16 2/3% ownership interest in SIMA Benefits Consulting Group, LLC, pursuant to Virginia secured transaction law.

This offering includes:

• A 16⅔% Membership Interest in SIMA Benefits Consulting Group, LLC
• All associated ownership certificates, instruments, and related rights attached to that ownership interest
• Sale of the collateral as a single block to one qualified purchaser

Auction Details

Auction Closing: Monday, June 15, 2026 at 12:00 PM Eastern
Auction Format: Online Public Auction
Conducted By: Grindstaff’s Auction Marketing Group

Important Bidder Qualifications

This offering is restricted to accredited investors only in accordance with federal securities regulations.

Prospective bidders may be required to provide documentation verifying accredited investor status before approval to bid.

Additional bidder qualification requirements may apply, including proof of ability to close and investment intent representations.

Terms of Sale

• Collateral sold AS IS, WHERE IS
• No warranties, express or implied
• Sale subject to secured party approval and announced terms
• Secured party reserves the right to credit bid
• Secured party reserves the right to postpone, cancel, or modify bidding procedures
• Final sale terms announced at auction govern

Due Diligence

Interested parties with questions regarding:

• the membership interest
• the secured transaction
• business background
• collateral details
• loan documents

should contact counsel for the secured party prior to bidding.

Contact

For auction registration, bidding procedures, and event access information, contact Grindstaff’s Auction Marketing Group.

NOTICE OF DISPOSITION OF COLLATERAL BY PUBLIC SALE:  Pursuant to Va. Code Ann. § 8.9A-610, et seq., and its rights under that certain Pledge and Security Agreement, effective as of December 23, 2015, and that certain Secured Promissory Note, dated December 23, 2015, secured creditor SIMA Benefits Consulting Group, LLC, a Virginia limited liability company (the “Secured Party”), provides notice of its intention to dispose of certain collateral described below at a public sale on June 15, 2026, at Noon via Zoom (or similar online platform) conducted by Grindstaff’s auction Marketing Group LLC (“Grindstaff”).  Further information regarding the conduct of the auction, bid procedures, and dial-in information can be obtained by contacting Grindstaff at (804) 301-2488 and/or info@GrindstaffAuctions.com.  The grantor under the Pledge and Security Agreement  and the maker under the Secured Promissory Note (and the owner of the collateral to be sold) is James A. Slabaugh (“Grantor”).  The collateral to be sold (the “Collateral”) consists of the following:

(a) The Grantor’s 16 2/3% membership interest in SIMA Benefits Consulting Group, LLC, a Virginia limited liability company.

(b) All certificates, documents and instruments representing or evidencing ownership of the membership interests described in (a) and all proceeds of such, including, without limitation, cash, property (including real and personal property) and other distributions, dividends, securities, rights and other property now or hereafter at any time or from time to time received, receivable or otherwise distributed or distributable in respect of or in exchange for any or all of such collateral.

The LLC interests have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of the Commonwealth of Virginia or any other state or jurisdiction, in reliance upon the exemption from registration provided by the Securities Act and Regulation D, Rule 506(c) promulgated thereunder.  The LLC interests will be sold only to accredited investors as expressly permitted by Rule 506(c).  The Secured Party reserves the right to require one or more bidders to submit information to verify such bidder’s status as an “accredited investor” in accordance with Rule 506(c), and failure to provide any such information shall automatically disqualify such bidder unless otherwise determined by the Secured Party. The Secured Party also reserves the right to restrict prospective bidders to those will represent that they are purchasing the interests for their own account for investment not with a view to the distribution or resale of such interests, to verify that each certificate for the interests to be sold bears a legend substantially to the effect that such interests have not been registered under the Securities Act, and may not be disposed of in violation of the provisions of the Securities Act. The Secured Party may impose such other limitations or conditions in connection with the sale of the interests, as the Secured Party deems necessary or advisable to comply with the Securities Act or any other applicable law.

At the public sale, the Collateral is expected to be sold in a single block to a single purchaser based upon the highest qualified bid at such sale, and upon such other terms and conditions as the Secured Party determines to be commercially reasonable.  The Secured Party reserves the right to (i) credit bid for and purchase the Collateral, (ii) cancel or adjourn the public sale to a later date by announcement at the time and place fixed for such public sale, (iii) withdraw all or part of the Collateral from the public sale, (iv) establish other reasonable bidding procedures, (v) require potential bidders to establish their ability to perform and close to the reasonable satisfaction of Secured Party, and (vi) establish such other commercially reasonable terms and conditions of sale as may be announced at the sale.  The Collateral will be sold (a) “as is, where is”, without recourse, and without any warranty relating to title, possession, quiet enjoyment, merchantability or the like, nor any other express or implied warranty of any kind, and (b) according to all other terms and conditions announced at the public sale.  The terms and conditions of any announcements made at the public sale – and not this published notice – shall govern the public sale.

Any inquiry regarding the public sale, the Grantor’s membership interest, the Secured Party and its business, the loan documents, and/or the Collateral may be directed to counsel for the Secured Party:  David I. Swan, Esq., Hirschler Fleischer, PC; telephone number (703) 584-8911; e-mail:  dswan@hirschlerlaw.com.

TERMS & CONDITIONS

IMPORTANT: PLEASE READ ALL TERMS PRIOR TO REGISTERING TO BID

This public auction is being conducted pursuant to Virginia Code § 8.9A-610 et seq. as a disposition of collateral by public sale on behalf of the secured party.

QUALIFIED BIDDERS ONLY

This offering is available ONLY to qualified accredited investors as defined under applicable federal securities laws, including Regulation D, Rule 506(c) under the Securities Act of 1933.

By registering to bid, bidders represent that they meet accredited investor qualifications.

The secured party reserves the right to require documentation or other information to verify accredited investor status prior to approving bidding privileges.

Failure to provide requested qualification information may result in disqualification at the sole discretion of the secured party.

ASSET BEING SOLD

The collateral being offered consists of:

• A 16 2/3% membership interest in SIMA Benefits Consulting Group, LLC
• All associated ownership rights, certificates, documents, instruments, and related proceeds associated with that pledged collateral

The collateral is expected to be offered as one single lot/block sale to one qualified purchaser.

AUCTION FORMAT

This is a live online public auction conducted via online platform.

Bidders must complete registration and qualification requirements in advance in order to participate.

The secured party reserves the right to deny bidding access to any party that does not satisfy qualification requirements.

DUE DILIGENCE

Prospective bidders are solely responsible for conducting their own independent due diligence prior to bidding.

No representations are made regarding:

• financial performance
• valuation
• profitability
• distributions
• ownership rights beyond those conveyed
• business operations
• tax consequences
• regulatory matters
• transferability except as permitted by applicable law

Questions regarding the collateral, underlying transaction, or related legal matters should be directed to counsel for the secured party:

David I. Swan, Esq.
Hirschler Fleischer, PC
(703) 584-8911
dswan@hirschlerlaw.com

SALE CONDITIONS

The collateral is sold:

AS IS, WHERE IS, WITH ALL FAULTS

without recourse and without warranties of any kind, whether express or implied, including but not limited to warranties of:

• merchantability
• fitness for a particular purpose
• title
• quiet enjoyment
• transferability
• profitability
• financial performance

SECURED PARTY RIGHTS

The secured party expressly reserves the right to:

• credit bid at the auction
• purchase the collateral
• reject any bid
• require proof of financial ability to close
• establish bidder qualification requirements
• postpone or adjourn the sale
• withdraw all or part of the collateral
• modify bidding procedures as commercially reasonable
• cancel the auction at any time prior to final acceptance

PAYMENT TERMS

Successful bidder must provide payment in immediately available funds in the manner directed by the secured party.

Specific closing instructions will be provided to the successful purchaser.

Failure to timely perform may result in forfeiture of bidding privileges and other remedies available under law.

TRANSFER RESTRICTIONS

The membership interest being sold has not been registered under the Securities Act of 1933 or applicable state securities laws.

The purchaser may be required to represent that the acquisition is for investment purposes and not with a view toward distribution or resale in violation of applicable securities laws.

Additional transfer restrictions may apply.

FINALITY

All announcements made by the secured party at the time of auction shall supersede any prior advertising or published materials.

The secured party’s determination regarding bidding qualification, sale procedures, and final acceptance shall be controlling.