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Archive for December 15th, 2011

Bidding Process – Procedures for the Sale of certain Assets, Intellectual Property and Trade Secrets of Cortical PTY Ltd.

Further to Gerbsman Partners e-mail of December 4, 2011 regarding the sale of certain assets of Cortical PTY Ltd., I attach the draft legal documents that we will be requesting of bidders for certain Assets, Intellectual Property and Trade Secrets of Cortical.  All parties bidding on the assets are encouraged, to the greatest extent possible, to conform the terms of their bids to the terms and form of the attached agreement.  Any and all of the assets of Cortical PTY Ltd. will be sold on an “as is, where is” basis.  I would also encourage all interested parties to have their counsel speak with Ben Gust., counsel to Coritcal PTY Ltd..

For additional information please contact Ben Gust, of GBS Ventures, counsel to Cortical PTY Ltd.  He can be reached at 61 400 642 668 and his email is ben.gust@gbsventures.com.au

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Cortical Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, January 18, 2012 at 5:00 p.m. Pacific Daylight Time (the “Bid Deadline”) at Gerbsman Partners office, located at 211 Laurel Grove Avenue, Kentfield, CA 94904.  Please also email – steve@gerbsmanpartners.com – with any bid.

Interested parties who wish to participate in the Bidding Process must also wire transfer a $ 200,000 refundable deposit to Gerbsman Partners Trust Account.  Information will be forthcoming.

For your convenience, I have restated the description of the Updated Bidding Process.

The key dates and terms include:

The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a Confidential Disclosure Agreement (attached hereto as Appendix A) to have access to key members of management and intellectual capital teams and the due diligence “war room” documentation (“Due Diligence Access”). Each interested party, as a consequence of the Due Diligence Access granted to it, shall be deemed to acknowledge and represent (i) that it is bound by the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Cortical Assets and to review all pertinent documents and information with respect thereto; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Gerbsman Partners, or their respective staff, agents, or attorneys; and (iv) all such documents and reports have been provided solely for the convenience of the interested party, and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations as to the accuracy or completeness of the same.

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Cortical Assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Wednesday, January 18, 2012 at 5:00pm Pacific Daylight Time (the “Bid Deadline”)  to Gerbsman Partners office at 211 Laruel Grove Avenue, Kentfield, CA 94904. Please also email steve@gerbsmanpartners.com with any bid.

Bids should identify those assets being tendered for in a specific and identifiable way.

Any person or other entity making a bid must be prepared to provide independent confirmation that they possess the financial resources to complete the purchase.  All bids must be accompanied by a refundable deposit in the amount of $200,000 (payable to Cortical Pty. Ltd.).  The deposit should be wired to Gerbsman Partners Trust Account.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Gerbsman Partners.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Cortical reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all assets from sale.  Interested parties should understand that it is expected that the highest and best bid submitted will be chosen as the winning bidder andbidders may not have the opportunity to improve their bids after submission.

Cortical will require the successful bidder to close within a 7 day period. Any or all of the assets of Cortical will be sold on an “as is, where is” basis, with no representation or warranties whatsoever.

All sales, transfer, and recording taxes, stamp taxes, or similar taxes, if any, relating to the sale of the Cortical Assets shall be the sole responsibility of the successful bidder and shall be paid to Cortical at the closing of each transaction.

For additional information, please see below and/or contact:

Steven R. Gerbsman
Steve@gerbsmanpartners.com
Gerbsman Partners
(415) 456-0628

Kenneth Hardesty
Ken@gerbsmanpartners.com
Gerbsman Partners
(408) 591-7528

Philip Taub
Phil@gerbsmanpartners.com
Gerbsman Partners
(917) 650-5958

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