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Archive for June 19th, 2013

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Bidding Process – Procedures for the Sale of certain Assets and Intellectual Property of Portaero, Inc.

Further to Gerbsman Partners e-mail of June 11, 2013 regarding the sale of certain assets of Portaero, Inc., I attach the draft legal documents that we will be requesting of bidders for certain Assets and Intellectual Property of Portaero, Inc.  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 Portaero, Inc. will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

I would also encourage all interested parties to have their counsel speak with David Garcia, Esq. and/or Holly Olson, Esq., counsel to Portaero, Inc.

For additional information please contact David Garcia, Esq, 775 327 3021  dgarcia@hollandhart.com and/or Holly Olson, Esq, hbolson@hollandhart.com

Please review in detail, the “Bidding Process for Interested Buyers” below.

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 Portaero, Inc. 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 Portaero, Inc. assets. Each sealed bid must be submitted so that it is received by Gerbsman Partners no later than Tuesday, July 16, 2013 at 3:00pm Pacific Daylight Time (the “Bid Deadline”) at Portaero, Inc.’s office, located at 21631 Stevens Creek Blvd., Cupertino, CA 95014.  Please also email steve@gerbsmanpartners.com with any bid.

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 $100,000 (payable to Portaero, Inc.).  The deposit should be wired to Portaero, Inc.’s attorneys (information will be provided).  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Portaero’s counsel.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Portaero, Inc. 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 and bidders may not have the opportunity to improve their bids after submission.

Portaero Inc. will require the successful bidder to close within a 7 day period. Any or all of the assets of Portaero, Inc. 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 Portaero, Inc. assets shall be the sole responsibility of the successful bidder and shall be paid to Portaero, Inc. at the closing of each transaction.

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