Archive for May, 2014

The 10 Hottest Apps Right Now




This month was crazy in the app world. Foursquare, the superpopular location-based mobile app, announced that it was splitting its business into two separate mobile products.

And the popular game Dots is getting a sequel. Finally!

The App Store updates with new additions all the time, but these are the 10 apps that people are talking about this month.

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It’s official: Apple to buy Beats Electronics for $3 billion

Apple officially buys Beats Electronics for $3 billion

Enlarge Photo

Apple Inc. will officially pay $3 billion to buy Beats Electronics, the headphone and music-streaming service founded by West Coast rapper Dr. Dre and music executive Jimmy Iovine. (From left: Iovine, Apple CEO Tim Cook, Dr. Dre and Apple SVP Eddy Cue.)

Editor in Chief- Silicon Valley Business Journal

Apple Inc. will officially pay $3 billion to buy Beats Electronics, the headphone and music-streaming service founded by West Coast rapper Dr. Dre and music executive Jimmy Iovine, Re/code reported.

The price comes in $200 million lower than the number initially reported on May 8.

Beats gives Cupertino-based Apple a head start in product development and brings “incredible people, kindred spirits” into Apple’s fold, Re/code quoted Apple CEO Tim Cook as saying.

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Navy SEAL Commander Tells Students To Make Their Beds Every Morning In Incredible Commencement Speech

Navy SEAL Admiral Bill McRaven University Texas Austin Commencement Hook 'Em

AP Photo/The University of Texas at Austin, Marsha Miller

UT alum Adm. William H. McRaven gives students the “hook ’em horns” at the university’s commencement last week.

U.S. Navy admiral and University of Texas, Austin, alumnus William H. McRaven returned to his alma mater last week to give seniors 10 lessons from basic SEAL training when he spoke at the school’s commencement.McRaven, the commander of the U.S. Special Operations Command who organized the raid that killed Osama bin Laden, stressed the importance of making your bed every morning, taking on obstacles headfirst, and realizing that it’s OK to be a “sugar cookie.”

All of his lessons were supported by personal stories from McRaven’s many years as a Navy SEAL.

“While these lessons were learned during my time in the military, I can assure you that it matters not whether you ever served a day in uniform,” McRaven told students. “It matters not your gender, your ethnic or religious background, your orientation, or your social status.”

We first saw this speech at the Military Times. Here’s the video of the full speech with the transcript below:

Here are McRaven’s 10 lessons from his years of experience as a Navy SEAL, via University of Texas, Austin:

I have been a Navy SEAL for 36 years. But it all began when I left UT for Basic SEAL training in Coronado, California.

Basic SEAL training is six months of long torturous runs in the soft sand, midnight swims in the cold water off San Diego, obstacles courses, unending calisthenics, days without sleep and always being cold, wet and miserable.

It is six months of being constantly harassed by professionally trained warriors who seek to find the weak of mind and body and eliminate them from ever becoming a Navy SEAL.

But, the training also seeks to find those students who can lead in an environment of constant stress, chaos, failure and hardships.

To me basic SEAL training was a life time of challenges crammed into six months.

So, here are the ten lesson’s I learned from basic SEAL training that hopefully will be of value to you as you move forward in life.

Every morning in basic SEAL training, my instructors, who at the time were all Viet Nam veterans, would show up in my barracks room and the first thing they would inspect was your bed.

If you did it right, the corners would be square, the covers pulled tight, the pillow centered just under the headboard and the extra blanket folded neatly at the foot of the rack—rack—that’s Navy talk for bed.

It was a simple task—mundane at best. But every morning we were required to make our bed to perfection. It seemed a little ridiculous at the time, particularly in light of the fact that were aspiring to be real warriors, tough battle hardened SEALs—but the wisdom of this simple act has been proven to me many times over.

If you make your bed every morning you will have accomplished the first task of the day. It will give you a small sense of pride and it will encourage you to do another task and another and another.

By the end of the day, that one task completed will have turned into many tasks completed. Making your bed will also reinforce the fact that little things in life matter.

If you can’t do the little things right, you will never do the big things right.

And, if by chance you have a miserable day, you will come home to a bed that is made—that you made—and a made bed gives you encouragement that tomorrow will be better.

If you want to change the world, start off by making your bed.

During SEAL training the students are broken down into boat crews. Each crew is seven students—three on each side of a small rubber boat and one coxswain to help guide the dingy.

Every day your boat crew forms up on the beach and is instructed to get through the surfzone and paddle several miles down the coast.

In the winter, the surf off San Diego can get to be 8 to 10 feet high and it is exceedingly difficult to paddle through the plunging surf unless everyone digs in.

Every paddle must be synchronized to the stroke count of the coxswain. Everyone must exert equal effort or the boat will turn against the wave and be unceremoniously tossed back on the beach.

For the boat to make it to its destination, everyone must paddle.

You can’t change the world alone—you will need some help— and to truly get from your starting point to your destination takes friends, colleagues, the good will of strangers and a strong coxswain to guide them.

If you want to change the world, find someone to help you paddle.

Over a few weeks of difficult training my SEAL class which started with 150 men was down to just 35. There were now six boat crews of seven men each.

I was in the boat with the tall guys, but the best boat crew we had was made up of the little guys—the munchkin crew we called them—no one was over about 5-foot five.

The munchkin boat crew had one American Indian, one African American, one Polish America, one Greek American, one Italian American, and two tough kids from the mid-west.

They out paddled, out-ran, and out swam all the other boat crews.

The big men in the other boat crews would always make good natured fun of the tiny little flippers the munchkins put on their tiny little feetprior to every swim.

But somehow these little guys, from every corner of the Nation and the world, always had the last laugh— swimming faster than everyone and reaching the shore long before the rest of us.

SEAL training was a great equalizer. Nothing mattered but your will to succeed. Not your color, not your ethnic background, not your education and not your social status.

If you want to change the world, measure a person by the size of their heart, not the size of their flippers.

Several times a week, the instructors would line up the class and do a uniform inspection. It was exceptionally thorough.

Your hat had to be perfectly starched, your uniform immaculately pressed and your belt buckle shiny and void of any smudges.

But it seemed that no matter how much effort you put into starching your hat, or pressing your uniform or polishing your belt buckle— it just wasn’t good enough.

The instructors would fine “something” wrong.

For failing the uniform inspection, the student had to run, fully clothed into the surfzone and then, wet from head to toe, roll around on the beach until every part of your body was covered with sand.

The effect was known as a “sugar cookie.” You stayed in that uniform the rest of the day—cold, wet and sandy.

There were many a student who just couldn’t accept the fact that all their effort was in vain. That no matter how hard they tried to get the uniform right—it was unappreciated.

Those students didn’t make it through training.

Those students didn’t understand the purpose of the drill. You were never going to succeed. You were never going to have a perfect uniform.

Sometimes no matter how well you prepare or how well you perform you still end up as a sugar cookie.

It’s just the way life is sometimes.

If you want to change the world get over being a sugar cookie and keep moving forward.

Every day during training you were challenged with multiple physical events—long runs, long swims, obstacle courses, hours of calisthenics—something designed to test your mettle.

Every event had standards—times you had to meet. If you failed to meet those standards your name was posted on a list and at the end of the day those on the list were invited to—a “circus.”

A circus was two hours of additional calisthenics—designed to wear you down, to break your spirit, to force you to quit.

No one wanted a circus.

A circus meant that for that day you didn’t measure up. A circus meant more fatigue—and more fatigue meant that the following day would be more difficult—and more circuses were likely.

But at some time during SEAL training, everyone—everyone—made the circus list.

But an interesting thing happened to those who were constantly on the list. Overtime those students—who did two hours of extra calisthenics—got stronger and stronger.

The pain of the circuses built inner strength-built physical resiliency.

Life is filled with circuses.

You will fail. You will likely fail often. It will be painful. It will be discouraging. At times it will test you to your very core.

But if you want to change the world, don’t be afraid of the circuses.

At least twice a week, the trainees were required to run the obstacle course. The obstacle course contained 25 obstacles including a 10-foot high wall, a 30-foot cargo net, and a barbed wire crawl to name a few.

But the most challenging obstacle was the slide for life. It had a three level 30 foot tower at one end and a one level tower at the other. In between was a 200-foot long rope.

You had to climb the three tiered tower and once at the top, you grabbed the rope, swung underneath the rope and pulled yourself hand over hand until you got to the other end.

The record for the obstacle course had stood for years when my class began training in 1977.

The record seemed unbeatable, until one day, a student decided to go down the slide for life—head first.

Instead of swinging his body underneath the rope and inching his way down, he bravely mounted the TOP of the rope and thrust himself forward.

It was a dangerous move—seemingly foolish, and fraught with risk. Failure could mean injury and being dropped from the training.

Without hesitation—the student slid down the rope—perilously fast, instead of several minutes, it only took him half that time and by the end of the course he had broken the record.

If you want to change the world sometimes you have to slide down the obstacle head first.

During the land warfare phase of training, the students are flown out to San Clemente Island which lies off the coast of San Diego.

The waters off San Clemente are a breeding ground for the great white sharks. To pass SEAL training there are a series of long swims that must be completed. One—is the night swim.

Before the swim the instructors joyfully brief the trainees on all the species of sharks that inhabit the waters off San Clemente.

They assure you, however, that no student has ever been eaten by a shark—at least not recently.

But, you are also taught that if a shark begins to circle your position—stand your ground. Do not swim away. Do not act afraid.

And if the shark, hungry for a midnight snack, darts towards you—then summons up all your strength and punch him in the snout and he will turn and swim away.

There are a lot of sharks in the world. If you hope to complete the swim you will have to deal with them.

So, If you want to change the world, don’t back down from the sharks.

As Navy SEALs one of our jobs is to conduct underwater attacks against enemy shipping. We practiced this technique extensively during basic training.

The ship attack mission is where a pair of SEAL divers is dropped off outside an enemy harbor and then swims well over two miles—underwater—using nothing but a depth gauge and a compass to get to their target.

During the entire swim, even well below the surface there is some light that comes through. It is comforting to know that there is open water above you.

But as you approach the ship, which is tied to a pier, the light begins to fade. The steel structure of the ship blocks the moonlight—it blocks the surrounding street lamps—it blocks all ambient light.

To be successful in your mission, you have to swim under the ship and find the keel—the centerline and the deepest part of the ship.

This is your objective. But the keel is also the darkest part of the ship—where you cannot see your hand in front of your face, where the noise from the ship’s machinery is deafening and where it is easy to get disoriented and fail.

Every SEAL knows that under the keel, at the darkest moment of the mission—is the time when you must be calm, composed—when all your tactical skills, your physical power and all your inner strength must be brought to bear.

If you want to change the world, you must be your very best in the darkest moment.

The ninth week of training is referred to as “Hell Week.” It is six days of no sleep, constant physical and mental harassment and—one special day at the Mud Flats—the Mud Flats are area between San Diego and Tijuana where the water runs off and creates the Tijuana slue’s—a swampy patch of terrain where the mud will engulf you.

It is on Wednesday of Hell Week that you paddle down to the mud flats and spend the next 15 hours trying to survive the freezing cold mud, the howling wind and the incessant pressure to quit from the instructors.

As the sun began to set that Wednesday evening, my training class, having committed some “egregious infraction of the rules” was ordered into the mud.

The mud consumed each man till there was nothing visible but our heads. The instructors told us we could leave the mud if only five men would quit—just five men and we could get out of the oppressive cold.

Looking around the mud flat it was apparent that some students were about to give up. It was still over eight hours till the sun came up—eight more hours of bone chilling cold.

The chattering teeth and shivering moans of the trainees were so loud it was hard to hear anything and then, one voice began to echo through the night—one voice raised in song.

The song was terribly out of tune, but sung with great enthusiasm.

One voice became two and two became three and before long everyone in the class was singing.

We knew that if one man could rise above the misery then others could as well.

The instructors threatened us with more time in the mud if we kept up the singing—but the singing persisted.

And somehow—the mud seemed a little warmer, the wind a little tamer and the dawn not so far away.

If I have learned anything in my time traveling the world, it is the power of hope. The power of one person—Washington, Lincoln, King, Mandela and even a young girl from Pakistan—Malala—one person can change the world by giving people hope.

So, if you want to change the world, start singing when you’re up to your neck in mud.

Finally, in SEAL training there is a bell. A brass bell that hangs in the center of the compound for all the students to see.

All you have to do to quit—is ring the bell. Ring the bell and you no longer have to wake up at 5 o’clock. Ring the bell and you no longer have to do the freezing cold swims.

Ring the bell and you no longer have to do the runs, the obstacle course, the PT—and you no longer have to endure the hardships of training.

Just ring the bell.

If you want to change the world don’t ever, ever ring the bell.

To the graduating class of 2014, you are moments away from graduating. Moments away from beginning your journey through life. Moments away starting to change the world—for the better.

It will not be easy.

But, YOU are the class of 2014—the class that can affect the lives of 800 million people in the next century.

Start each day with a task completed.

Find someone to help you through life.

Respect everyone.

Know that life is not fair and that you will fail often, but if take you take some risks, step up when the times are toughest, face down the bullies, lift up the downtrodden and never, ever give up—if you do these things, then next generation and the generations that follow will live in a world far better than the one we have today and—what started here will indeed have changed the world—for the better.

Thank you very much. Hook ’em horns.

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Good afternoon:

It’s one of those weekends that blends into many three-days weekends with little or no thought to the meaning of the holiday.

So, if you didn’t know it, Memorial Day dates back to the Civil War when a group of African-Americans mourned for slaughtered Union Soldiers who were trying to help them. The day was May 1st. This day of mourning, changed shortly thereafter to Memorial Day, became the day that we took time to think about our Veterans now gone from us, those heroes, soldiers, fathers, mothers, brothers, sisters, sons and daughters, who gave the ultimate sacrifice for their Country in order to give us the opportunity to continue our freedoms and institutions. Later the date was changed to May 31st, and more recently changed to a Monday and three-day weekend.

On behalf of the Gerbsman Partners team,  “Thank You” to those who have served and continue to serve to protect our freedom and liberty.   God bless you and your families.

Have a safe, fun and terrific Memorial Day Weekend filled with family, friends and those you care about and God bless the United States of America.

All my best,  Steve

History of the holiday

The practice of decorating soldiers’ graves with flowers is an ancient custom.[6] Soldiers’ graves were decorated in the U.S. before[7] and during the American Civil War. A claim was made in 1906 that the first Civil War soldier’s grave ever decorated was in Warrenton, Virginia, on June 3, 1861, implying the first Memorial Day occurred there.[8] Though not for Union soldiers, there is authentic documentation that women in Savannah, Georgia, decorated Confederate soldiers’ graves in 1862.[9] In 1863, the cemetery dedication at Gettysburg, Pennsylvania, was a ceremony of commemoration at the graves of dead soldiers. Local historians in Boalsburg, Pennsylvania, claim that ladies there decorated soldiers’ graves on July 4, 1864.[10] As a result, Boalsburg promotes itself as the birthplace of Memorial Day.[11]

Following President Abraham Lincoln’s assassination in April 1865, there were a variety of events of commemoration. The sheer number of soldiers of both sides who died in the Civil War, more than 600,000, meant that burial and memorialization took on new cultural significance. Under the leadership of women during the war, an increasingly formal practice of decorating graves had taken shape. In 1865, the federal government began creating national military cemeteries for the Union war dead.[12]

The first widely publicized observance of a Memorial Day-type observance after the Civil War was in Charleston, South Carolina, on May 1, 1865. During the war, Union soldiers who were prisoners of war had been held at the Charleston Race Course; at least 257 Union prisoners died there and were hastily buried in unmarked graves.[13] Together with teachers and missionaries, black residents of Charleston organized a May Day ceremony in 1865, which was covered by the New York Tribune and other national papers. The freedmen cleaned up and landscaped the burial ground, building an enclosure and an arch labeled, “Martyrs of the Race Course.” Nearly ten thousand people, mostly freedmen, gathered on May 1 to commemorate the war dead. Involved were about 3,000 school children newly enrolled in freedmen’s schools, mutual aid societies, Union troops, black ministers, and white northern missionaries. Most brought flowers to lay on the burial field. Today the site is used as Hampton Park.[14] Years later, the celebration would come to be called the “First Decoration Day” in the North.

David W. Blight described the day:

“This was the first Memorial Day. African Americans invented Memorial Day in Charleston, South Carolina. What you have there is black Americans recently freed from slavery announcing to the world with their flowers, their feet, and their songs what the war had been about. What they basically were creating was the Independence Day of a Second American Revolution.”[15]

However, Blight stated he “has no evidence” that this event in Charleston inspired the establishment of Memorial Day across the country.

On May 26, 1966, President Johnson signed a presidential proclamation naming Waterloo, New York, as the birthplace of Memorial Day. Earlier, the 89th Congress adopted House Concurrent Resolution 587, which officially recognized that the patriotic tradition of observing Memorial Day began one hundred years prior in Waterloo, New York.[17] According to legend, in the summer of 1865 a local druggist Henry Welles, while talking to friends, suggested that it might be good to remember those soldiers who did not make it home from the Civil War. Not much came of it until he mentioned it to General John B. Murray, a Civil War hero, who gathered support from other surviving veterans.[citation needed] On May 5, 1866, they marched to the three local cemeteries and decorated the graves of fallen soldiers. It is believed that Murray, who knew General Logan, told Logan about the observance and that led to Logan issuing Logan’s Order in 1868 calling for a national observance.[

In the North

The Tomb of the Unknowns located in Arlington National Cemetery

Copying an earlier holiday that had been established in the Southern states,[18] on May 5, 1868, in his capacity as commander-in-chief of the Grand Army of the Republic, the veterans’ organization for Union Civil War veterans, General John A. Logan issued a proclamation calling for “Decoration Day” to be observed annually and nationwide.[19] It was observed for the first time that year on Saturday May 30; the date was chosen because it was not the anniversary of any particular battle.[20] According to the White House, the May 30 date was chosen as the optimal date for flowers to be in bloom.[21]

Memorial Day, Boston by Henry Sandham

Memorial events were held in 183 cemeteries in 27 states in 1868, and 336 in 1869. The northern states quickly adopted the holiday. Michigan made “Decoration Day” an official state holiday in 1871 and by 1890, every northern state had followed suit. The ceremonies were sponsored by the Women’s Relief Corps, the women’s auxiliary of the Grand Army of the Republic (GAR), which had 100,000 members. By 1870, the remains of nearly 300,000 Union dead had been reinterred in 73 national cemeteries, located near major battlefields and thus mainly in the South. The most famous are Gettysburg National Cemetery in Pennsylvania and Arlington National Cemetery, near Washington, D.C.

Memorial Day speeches became an occasion for veterans, politicians, and ministers to commemorate the War and, at first, to rehash the “atrocities” of the enemy. They mixed religion and celebratory nationalism and provided a means for the people to make sense of their history in terms of sacrifice for a better nation. People of all religious beliefs joined together and the point was often made that the German and Irish soldiers had become true Americans in the “baptism of blood” on the battlefield. By the end of the 1870s, much of the war-time rancor was gone, and the speeches usually praised the brave soldiers, both Blue and Gray. By the 1950s, the theme was American exceptionalism and duty to uphold freedom in the world.

Ironton, Ohio, lays claim to the nation’s oldest continuously running Memorial Day parade. Its first parade was held May 5, 1868, and the town has held it every year since; however, the Memorial Day parade in Doylestown, Pennsylvania, predates Ironton’s by one year.[22]

In the South

Confederate Memorial Monument in Montgomery, Alabama

Evidence exists that shows General Logan had adopted and adapted for the North the annual Confederate Memorial Day custom that had been in practice in the South since 1866.[23][24] The U.S. National Park Service attributes the beginning to the ladies of Columbus, Georgia.[25] The separate tradition of Memorial Day observance which had emerged earlier in the South was linked to the Lost Cause and served as the prototype for the national day of memory.[25][26] Historians acknowledge the Ladies Memorial Association played a key role in its development.[27] Various dates ranging from April 25 to mid-June were adopted in different Southern states. Across the South, associations were founded, many by women, to establish and care for permanent cemeteries for the Confederate dead, organize commemorative ceremonies, and sponsor appropriate monuments as a permanent way of remembering the Confederate cause and sacrifice. The most important was the United Daughters of the Confederacy, which grew from 17,000 members in 1900 to nearly 100,000 women by World War I. They were “strikingly successful at raising money to build Confederate monuments, lobbying legislatures and Congress for the reburial of Confederate dead, and working to shape the content of history textbooks.”[28]

On April 25, 1866, women in Columbus, Mississippi laid flowers on the graves of both the Union and Confederate dead in the city’s cemetery.[29] The early Confederate Memorial Day celebrations were simple, somber occasions for veterans and their families to honor the dead and tend to local cemeteries. By 1890, there was a shift from the emphasis on honoring specific soldiers to a public commemoration of the lost Confederate cause.[30] Changes in the ceremony’s hymns and speeches reflect an evolution of the ritual into a symbol of cultural renewal and conservatism in the South. By 1913, Blight argues, the theme of American nationalism shared equal time with the Lost Cause.[31]

At Gettysburg

Soldiers National Monument at the center of Gettysburg National Cemetery.

The ceremonies and Memorial Day address at Gettysburg National Park became nationally well known, starting in 1868. In July 1913, veterans of the United States and Confederate armies gathered in Gettysburg to commemorate the fifty-year anniversary of the Civil War’s bloodiest and most famous battle.[32]

The four-day “Blue-Gray Reunion” featured parades, re-enactments, and speeches from a host of dignitaries, including President Woodrow Wilson, the first Southerner elected to the White House after the War. James Heflin of Alabama gave the main address. Heflin was a noted orator; two of his best-known speeches were an endorsement of the Lincoln Memorial and his call to make Mother’s Day a holiday. His choice as Memorial Day speaker was criticized, as he was opposed for his support of segregation; however, his speech was moderate in tone and stressed national unity and goodwill, gaining him praise from newspapers.

Since the cemetery dedication at Gettysburg occurred on November 19, that day (or the closest weekend) has been designated as their own local memorial day that is referred to as Remembrance Day.[33]

Name and date

“On Decoration Day” Political cartoon c 1900. Caption: “You bet I’m goin’ to be a soldier, too, like my Uncle David, when I grow up.”

The preferred name for the holiday gradually changed from “Decoration Day” to “Memorial Day”, which was first used in 1882.[34] It did not become more common until after World War II, and was not declared the official name by Federal law until 1967.[35] On June 28, 1968, the Congress passed the Uniform Monday Holiday Act, which moved four holidays, including Memorial Day, from their traditional dates to a specified Monday in order to create a convenient three-day weekend.[36] The change moved Memorial Day from its traditional May 30 date to the last Monday in May. The law took effect at the federal level in 1971.[36] After some initial confusion and unwillingness to comply, all 50 states adopted Congress’ change of date within a few years.

Memorial Day endures as a holiday which most businesses observe because it marks the unofficial beginning of summer. The Veterans of Foreign Wars (VFW) and Sons of Union Veterans of the Civil War (SUVCW) advocate returning to the original date, although the significance of the date is tenuous. The VFW stated in a 2002 Memorial Day Address:

Changing the date merely to create three-day weekends has undermined the very meaning of the day. No doubt, this has contributed a lot to the general public’s nonchalant observance of Memorial Day.[37]

Starting in 1987 Hawaii’s Senator Daniel Inouye, a World War II veteran, introduced a measure to return Memorial Day to its traditional date. Inouye continued introducing the resolution until his death in 2012.[38]


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Sale of ClearEdge Power, Inc.

Further to Gerbsman Partners emails of May, 14, 2014 and May 1, 2014, regarding the sale of Assets and Intellectual Property of ClearEdge Power, Inc. (“ClearEdge”), ClearEdge and two of its subsidiaries (collectively, “ClearEdge Power”) filed voluntary petitions under Chapter 11 of the United States Bankruptcy Code (“Bankruptcy Code”) in the United States Bankruptcy Court for Northern District of California, San Jose Division (such cases are jointly administered under Case No. 14-51955)

Gerbsman Partners – http://gerbsmanpartners.com – has been retained by ClearEdge (http://www.clearedgepower.com) to solicit interest for the acquisition of all or substantially all of ClearEdge’s assets, including its Intellectual Property in whole or in part (collectively, the “ClearEdge Assets”) and equipment, inventory and work-in-progress located at ClearEdge Power’s various facilities. Attached is a sales memorandum, patent list, fixed asset list and inventory list.

Please be advised that the ClearEdge Assets are being offered for sale pursuant Section 363 of the United States Bankruptcy Code. It is anticipated that the Bankruptcy Court will approve certain sale procedures within the next 30 days and sale procedures will set forth when and how bids, will be submitted, deposit requirements and if the bids are subject to overbids. Final Sale Procedures are subject to Court approval, which the ClearEdge expects in early June.

Outlined below is a summarization of the basic provisions of the Bidding Process being reviewed by the Court and a ClearEdge Asset Purchase Agreement to be submitted by all interested and qualified parties.

Please call Stephen O’Neill, Esq. 408 843 2719 oneill.stephen@dorsey.com and/or John WalsheMurray, Esq. 408 843 2718 murray.john@dorsey.com regarding legal questions.


The information in this memorandum does not constitute the whole or any part of an offer or a contract.

The information contained in this memorandum relating to the ClearEdge Power Assets has been supplied by ClearEdge, by third parties and obtained from a variety of sources. It has not been independently investigated or verified by Gerbsman Partners or their respective agents.

Potential purchasers should not rely on any information contained in this memorandum or provided by Gerbsman Partners (or their respective staff, agents, and attorneys) in connection herewith, whether transmitted orally or in writing as a statement, opinion, or representation of fact. Interested parties should satisfy themselves through independent investigations as they or their legal and financial advisors see fit, as the Fixed Asset, Inventory and Patent lists may not be accurate.

Gerbsman Partners, and their respective staff and agents, (i) disclaim any and all implied warranties concerning the truth, accuracy, and completeness of any information provided in connection herewith and (ii) do not accept liability for the information, including that contained in this memorandum, whether that liability arises by reasons of ClearEdge Power’s or Gerbsman Partners’ negligence or otherwise.

Any sale of the ClearEdge Power Assets will be made pursuant to the Bankruptcy Code and will require approval of the United States Bankruptcy Court. All sales will be “as-is,” “where-is,” and on a “with all faults” basis, without any warranties, representations, or guarantees, either express or implied, of any kind, nature, or type whatsoever from, or on behalf of Gerbsman Partners. Without limiting the generality of the foregoing, Gerbsman Partners and their respective staff and agents, hereby expressly disclaim any and all implied warranties concerning the condition of the ClearEdge Power’s Assets and any portions thereof, including, but not limited to, environmental conditions, compliance with any government regulations or requirements, the implied warranties of habitability, merchantability, or fitness for a particular purpose.


In the exercise of their good faith reasonable business judgment, ClearEdge Power, Inc., ClearEdge Power LLC and ClearEdge Power International Service LLC (collectively, the “Debtors”) have determined to solicit and complete a transaction (a “Transaction”) selling substantially all of the Debtors’ assets, in whole or in part (the “Purchased Assets”), subject to the approval of the United States Bankruptcy Court for the Northern District of California, San Jose Division, Courtroom 3070, 280 S. First Street, San Jose, CA 95113-3099 (the “Bankruptcy Court” or the ‘Court”) after an opportunity for Qualified Bidders (as defined below) to submit competing bids (“Competing Bid(s)” or ”Bid(s)”) at an auction (the “Auction”).

Subject to approval of the Bankruptcy Court, the procedures hereinafter set forth (the “Bid Procedures”) will govern the bidding and sale process. As provided below and in the Purchase Agreement (as defined below), the Bid Procedures will be incorporated into a binding order (the “Bid Procedures Order”) entered by the Bankruptcy Court.

Bidding Process

The Debtors will:

(a) Determine the steps to be completed, and the timing in respect of such steps, for the marketing and sale of the Purchased Assets[1];

(b) Determine whether any person is a Qualified Bidder (as defined below);

(c) Determine whether a Qualified Bidder has made a Qualified Bid (as defined below); and

(d) Negotiate any offer set forth in a Qualified Bid.

Participation Requirement

Unless otherwise ordered by the Bankruptcy Court, in order to participate in the bidding process, each person (a “Potential Bidder”) must first deliver to: TGI Financial, Inc. dba Gerbsman Partners (“Gerbsman” or “Gerbsman Partners”), Attn: Steven R. Gerbsman, email steve@gerbsmanpartners.com, tel.: 415 505-4991, an executed confidentiality agreement in form and substance reasonably acceptable to the Debtors.

Access To Due Diligence Materials

Upon a Potential Bidder’s satisfaction of the participation requirements described herein, such bidder will be deemed to be a “Qualified Bidder.” The Debtors shall afford each Qualified Bidder due diligence access to the Debtors’ assets and business, subject to competitive and other business concerns, which diligence may include access to the Debtors’ electronic data room, management presentations and site visits, and such other diligence as Potential Bidders may request and to which the Debtors, in their sole and absolute discretion, may agree; provided, however, that the Debtors shall have no obligation to provide due diligence access to any Qualified Bidder after the Bid Deadline (as defined below). The Debtors will coordinate efforts and provide all reasonable requests for additional information and due diligence access for Qualified Bidders. The Debtors will provide a form of proposed asset purchase agreement (a “Purchase Agreement”) to each Qualified Bidder.
The Debtors (and their respective staff, agents, attorneys or representatives) make no representation or warranty as to the information to be provided through the due diligence process or otherwise, except to the extent set forth in the Purchase Agreement with the Successful Bidder (as defined below). Each Qualified Bidder, as a consequence of the due diligence access granted to it, shall be deemed to acknowledge and represent (i) that it has had an opportunity to inspect and examine the Debtors’ assets and business and to review all pertinent documents and information with respect thereto; (ii) that it is not relying upon any written or oral statements, representations, or warranties of the Debtors or Gerbsman Partners, or their respective staff, agents, attorneys or representatives; and (iii) all such documents and reports have been provided solely for the convenience of the Qualified Bidder, and the Debtors and Gerbsman Partners (and their respective employees, agents, attorneys, representatives, consultants and financial advisors) do not make any representations as to the accuracy or completeness of the same.

Bid Deadline

The deadline for submitting bids by a Qualified Bidder is June 25, 2014, at 4:00 p.m. (Pacific Daylight Time) (the “Bid Deadline”). No later than the Bid Deadline, a Qualified Bidder that desires to make a bid to acquire the Purchased Assets (a “Bid”) shall deliver written copies of its Bid in both written and electronic format to: (1) counsel for the Debtors, Dorsey & Whitney LLP, 305 Lytton Avenue, Palo Alto, CA 94301, email: murray.john@dorsey.com (“Mr. Murray”); and (2) Gerbsman Partners, Attn: Steven R. Gerbsman, email steve@gerbsmanpartners.com.

Determination of Qualified Bid Status

In order to be eligible for consideration as a Qualified Bid (defined below), each Bid must satisfy each of the following conditions:

(a) Marked Purchase Agreement: A Bid must be accompanied by a black-lined version of the Purchase Agreement (including any schedules or disclosures that are a part thereof) showing the purchase price and any changes to the Purchase Agreement requested by the Bidder, including those related to the assumption and assignment of contracts and licenses, and other material terms such that the Debtors may determine how such Bid compares to the terms of the Purchase Agreement and Competing Bids.

(b) Assets: Bids may be submitted for all or part of the Purchased Assets. Bids must identify, with specificity, which Purchased Assets are included in such Bid.

(c) Combining Bids: The Debtors, in their sole and absolute discretion, may determine that the sum of bids for less than all of the Purchased Assets is collectively the best and highest bid for all of the Purchased Assets and, upon such determination, may combine such bids.

(d) Joint Bids: Prospective Qualified Bidders may submit a “joint competing bid” for the Purchased Assets; provided, however, that the identity of each bidder participating in such “joint bid” must be disclosed in the Bid, and such “joint bid” will be subject to section 363(n) of the Bankruptcy Code.

(e) Conditions/Contingencies: Except as provided in the Purchase Agreement, a Qualified Bid must not be subject to material conditions or contingencies to closing, including without limitation obtaining financing, internal approvals or further due diligence.

(f) Authorization: A Bid must include evidence of authorization and approval, subject to verification by the Debtors and Gerbsman, from such Qualified Bidder’s board of directors or governing body with respect to the submission, execution, delivery and closing.

(g) Good Faith Deposit: Each Qualified Bid shall be accompanied by a good faith cash deposit in the amount of $250,000 in the form of a wire transfer, certified check or other form acceptable to the Debtors in their sole and absolute discretion. Each good faith deposit will be deposited and held in the trust account of Dorsey & Whitney LLP, counsel to the Debtors (“Dorsey”). Requests for wire transfer instructions should be directed to Mr. Murray.

(h) Evidence Of Financial Ability To Perform: Each Bid must contain evidence satisfactory to the Debtors, in their sole and absolute discretion, that the bidder is reasonably likely (based upon financial wherewithal, availability of financing, experience and other considerations) to be able to timely consummate a Transaction if selected as the Successful Bidder, and must further provide adequate assurance of future performance of all contracts and leases to be assumed and assigned. Such evidence must include, without limitation, the Qualified Bidder’s most current audited and latest unaudited financial statements or, if the bidder is an entity formed for the purpose of making a bid, the current audited and latest unaudited financial statements of the equity holder(s) of the bidder or such other form of financial disclosure, and a guaranty from such equity holder(s).

(i) Bid Irrevocable/Back-up Bid: A Bid must provide that it is irrevocable until two (2) business days after the closing of the Sale. Each Qualified Bidder further agrees that its Bid, if not chosen as the Successful Bidder, shall serve, without modification, as a Back-up Bid (as defined below) or Alternate Back-up Bid (as defined below) as may be designated by the Debtors at the Sale Hearing, in the event the Successful Bidder fails to close as provided in the Purchase Agreement, as modified, if at all, and the Sale Order.

(j) A written statement agreeing to being contractually bound by all of the terms of these Bid Procedures.

After the Bid Deadline, the Debtors will immediately review all Bids and will notify any Qualified Bidder whose Bid does not meet the above requirements why such Bid is insufficient. All Bidders shall have until June 30, 2014 (the “Qualifying Bid Deadline”), to cure any deficiencies in their Bids in order to become Qualified Bids. A Bid received from a Qualified Bidder on or before the Qualifying Bid Deadline that meets the above requirements, in the Debtors’ sole and absolute judgment, will constitute a qualified bid (a “Qualified Bid”). No later than five (5) days before the Sale Hearingall Bidders shall be notified whether or not their Bids are Qualified Bids. In the event a Bid is determined not to be a Qualified Bid, such Bidder shall be refunded its good faith deposit within three (3) business days of that determination.

Selection of Stalking Horse Bid

At any time prior to the hearing before the Bankruptcy Court to conduct the Auction of the Purchased Assets (the “Sale Hearing”), the Debtors may, in their sole and absolute discretion, designate a Qualified Bid as the “Stalking Horse Bid” submitted by the “Stalking Horse Bidder” for the Purchased Assets who shall execute the Purchase Agreement, subject to any modifications as agreed upon by the Debtors (the “Stalking Horse Purchase Agreement”). Such designation may result in a modification of these Bid Procedures. Immediately upon any such designation, the Debtors shall provide notice to all Qualified Bidders of such designation and provide such bidders with the Stalking Horse Purchase Agreement and the revised Bid Procedures, if any.

In the event the Debtors do not designate a Stalking Horse Bidder, each Qualified Bid will be designated a Competing Bid (defined below). At the Auction, the Debtors will announce one or more Qualified Bids to be the highest and best bid (s) for the Purchased Assets, in whole or in part, and the Auction will be conducted in accordance with the procedures set forth below.

The Auction and Sale Hearing

The Debtors shall hold the Auction at the Sale Hearing at the Bankruptcy Court before the Honorable Charles Novack, United States Bankruptcy Judge, at which time the Debtors shall conduct the Auction for Qualified Bidders to submit Bids for the Purchased Assets (each, a “Competing Bid” submitted by a “Competing Bidder”).

The Debtors and their advisors will conduct the Auction. At the beginning of the Auction, the Debtors shall announce (a) the Stalking Horse Bid or, in the event that no Stalking Horse Bid has been designated, one or more of the Competing Bids as the highest and best Bid(s) for the Purchased Assets (the “Opening Bid(s)”), and (b) the manner in which the bidding will be conducted. Any disputes arising with respect to any aspect of the Auction will be resolved by the Debtors in their sole and absolute discretion.

All Qualified Bidders, including the Stalking Horse Bidder, if any, may submit further Competing Bids, along with a markup or a further markup of the Purchase Agreement. The Auction will be conducted in rounds. All bidders are required to bid in each round or they forfeit their right to participate in subsequent rounds. At any time, a bidder may request that the Debtors announce the then current highest and best bid. If requested, the Debtors shall use reasonable efforts to clarify any and all questions any Qualified Bidder may have regarding the Debtors’ announcement of the then current highest and best bid. Bidders will have no longer than ten minutes between bidding rounds. If a bidder is not present in time to submit a bid in the next round, that bidder forfeits its right to participate in subsequent rounds.

In the event that a Stalking Horse Bidder is designated, each Competing Bid made at the Auction for the Purchased Assets in a single Transaction following announcement of the Opening Bid or Bids must be, at a minimum, equal to the sum of (i) the Purchase Price (as defined in the Stalking Horse Purchase Agreement); (ii) $250,000 representing the Break-Up Fee (defined below); and (iii) $500,000.00.

Each Competing Bid thereafter must be in increments of no less than the greater of (a) 5% of the Purchase Price (or, in the instance no Stalking Horse Bid is designated, 5% of the Purchase Price of the best and highest bid(s) as determined and announced by the Debtors prior to the Auction, and (b) $250,000; provided, however, that the Debtors reserve the right, in their sole and absolute discretion, to modify the incremental bidding requirement at the Auction.
An overbid made by a Competing Bidder must remain open and binding on the Competing Bidder for (a) each round of bidding, and (b) for those Competing Bidders not selected as the Successful Bidder for purposes of serving as a Back-up Bid or Alternate Back-up Bid (as defined below).

All bids must be in cash.

The Debtors may, in their sole and absolute discretion, (a) determine which Qualified Bid, if any, is the highest and best bid for the Purchased Assets, and (b) reject at any time before the entry of the Sale Order any bid that is (i) inadequate or insufficient, (ii) not in conformity with the requirements of the Bankruptcy Code or the Bid Procedures, or (iii) contrary to the best interests of the Debtors, the bankruptcy estates, and creditors and interest holders thereof.

At the conclusion of the Auction, the Debtors shall announce the winner of the auction (the “Successful Bidder(s)”) and request that the Court enter the Sale Order reciting the same.
The Debtors may announce at any time prior to or during the Auction such modifications to the Bid Procedures that they, in their sole and absolute discretion, believe will better promote the goals of the auction process and are in the best interest of the bankruptcy estates.

The Debtors may, in their sole and absolute discretion, prior to or during the auction, postpone or terminate the auction and the sale process without selecting any Bid as the Successful Bid. Neither the Debtors, their bankruptcy estates, employees, agents, attorneys, representatives, consultants nor financial advisors shall have any liability to anyone if the Debtors postpone or terminate the auction and the sale process.

The Debtors may modify these Bid Procedures if they determine, in their sole and absolute discretion, such modifications to be in the best interest of the bankruptcy estates.

Bid Protections

In the event the Debtors designate a Stalking Horse Bidder and the Stalking Horse Bidder is not the Successful Bidder, the Debtors shall pay in consideration of its being the Stalking Horse Bidder and to reimburse it for its reasonable and necessary out of pocket expenses, including all professional fees, an amount up to $250,000 (the “Break-Up Fee”) in accordance with the terms and conditions set forth in the Purchase Agreement and as approved by the Bankruptcy Court. If the Stalking Horse Bidder submits an overbid it will not be entitled to the Break-Up Fee. No other bidder will be entitled to any expense reimbursement, break-up fee, termination or similar fee or payment. Such payments are conditioned on the close of a Transaction.

“As Is Where Is”

The sale of the Purchased Assets will all be on an “as is, where is” basis without representations or warranties of any kind or nature, except to the extent set forth in the purchase agreement(s) with the Successful Bidder(s). Except as may be set forth in such purchase agreement(s), the Purchased Assets are sold free and clear of any and all liens, claims, interests, encumbrances, restrictions, charges and encumbrances of any kind or nature to the fullest extent permissible under the Bankruptcy Code, with such liens, claims, interests, encumbrances, restrictions, charges, and encumbrances to attach to the net proceeds of sale in their order of priority.

Conclusion of the Auction, Determination of the Successful Bidder and Sale Hearing

At the conclusion of the bidding, the Debtors shall (1) determine the Successful Bidder(s) on the basis of, among other things: (a) the amount of the Qualified Bid(s), (b) the number, type and nature of any modifications to the Purchase Agreement, and the extent to which such modifications are likely to delay the closing of a sale of the Purchased Assets and the costs attendant thereto, (c) the likelihood of the bidder’s ability to close a Transaction and the timing thereof; and (d) the net value to the Debtors; and (2) submit the highest and best bid, determined in the Debtors’ sole and absolute discretion, (the “Successful Bid”) for approval by the Bankruptcy Court pursuant to Section 363 of the Bankruptcy Code. For avoidance of doubt, the Debtors, in their sole and absolute discretion, may select a combination of Qualified Bids for the Purchased Assets in multiple lots, in determining the Successful Bid(s).

Prior to the Debtors submitting a Successful Bid to the Bankruptcy Court for approval, such Successful Bidder shall present evidence to the Court establishing to the Court’s satisfaction such bidder’s provision of adequate assurance of future performance of executory contracts and unexpired leases to be assumed and assigned to such bidder.

Any Qualified Bidder that intends to request that the Bankruptcy Court make a finding under Bankruptcy Code Section 363(m) that such bidder’s purchase of the Purchased Assets or the assignment to it of an executory contract or unexpired lease is in good faith, shall, in advance of the Sale Hearing, file with the Court and serve on the Service Parties (as defined in Section 29-a of the Bid Procedures Motion), a written declaration of a competent witness demonstrating (a) the bidder’s good faith, and (b) the absence of fraud or collusion between the bidder and any other bidder, party or the Debtors or their representatives. The declaration must also disclose any facts material to the good faith determination, including:

(a) The bidder’s pre- and post-petition relationships with (i) any other bidder, (ii) the Debtors or the Debtors’ current or former officers, directors, agents or employees, and (iii) any of the Debtors’ major creditors or equity security holders;

(b) The bidder’s anticipated relationship after the sale with any of the Debtors’ current or former officers, directors, agents or employees;

(c) Whether any offers of employment or compensation have been or will be made to any of the Debtors’ current or former officers, directors, agents or employees; and

(d) Whether the bidder has paid or contemplates paying consideration in connection with the sale to any person other than the Debtors.

Prior to the conclusion of the Sale Hearing, the Debtors shall designate, in their sole and absolute discretion, the next highest and best bid to serve as the first back-up bid (the “Back-up Bid” of the “Back-up Bidder”), and one or more alternate back-up bids (each, an “Alternate Back-up Bid” of an “Alternate Back-up Bidder”), as applicable, for the Purchased Assets.

In the event the Successful Bid is approved, but not consummated by the closing date designated in the Stalking Horse Purchase Agreement (or such later date as the Debtors and the Successful Bidder shall mutually agree in writing), the Debtors will request that the next highest and best bid (i.e., the Back-up Bid), and the next highest and best bid to that bid (i.e., the first Alternate Back-up Bid), and so on, be approved without the necessity of further order of the Bankruptcy Court, and that such bidder be required to consummate the Transaction contemplated in its bid within seven (7) business days of being declared the Successful Bidder.

In the event a Successful Bid is not consummated, the Debtors shall notify each Back-Up Bidder and Alternate Back-up Bidder within one (1) day of such bidder’s designation as the new Successful Bidder, Back-up Bidder or next Alternate Back-up Bidder, as applicable.

The Debtors may, in their sole and absolute discretion, prior to or during the auction and sale process, postpone or terminate the auction and sale process without selecting any Bid as the Successful Bid. Neither the Debtors nor their bankruptcy estates, employees, agents, attorneys, representatives, consultants nor financial advisors shall have any liability to anyone if the Debtors postpone or terminate the auction and the sale process.

Treatment of Deposits

The good faith deposit of the Successful Bidder will be applied to the purchase price of such Transaction at the closing date of the Sale set forth in its Purchase Agreement.

The good faith deposit of each of the Back-up Bidders and Alternate Back-up Bidders will be held in held in Dorsey’s trust account until the earlier of five (5) business days after the close of the Transaction contemplated in the Successful Bid(s), and thereafter returned (with the interest earned thereon) to the Back-up Bidder and/or Alternate Back-up Bidder. The good faith deposits of any Bidder not selected as a Back-up Bidder or an Alternate Back-up Bidder will be held in Dorsey’s trust account until no later than two (2) business days after the Sale Hearing, and thereafter returned (with the interest earned thereon) to the respective bidders. If a Successful Bidder, Back-up Bidder, or Alternate Back-up Bidder, as applicable, fails to consummate an approved sale because of a breach or failure to perform on the part of such Bidder, the Debtors (a) shall retain the good faith deposit of such Bidder as liquidated damages resulting from the breach or failure to perform by such Bidder; and (b) be authorized, but not required, to consummate the Back-up Bid, or Alternate Back-up Bid, as applicable, without further notice or order of the Bankruptcy Court.

[1] Capitalized terms not otherwise defined herein will have the meanings ascribed to them in the Amended Motion for Order Approving Bid Procedures and Related Matters Re Sale of Certain Assets of Debtors (the “Bid Procedures Motion”)

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

Steven R. Gerbsman
Gerbsman Partners
(415) 505-4991

Kenneth Hardesty
Gerbsman Partners
(408) 591-7528

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If you grew up in the New York City area and east coast in the 50’s – you must see this

great memories


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Top Venture Capitalist Keith Rabois Shares His 8 Principles For Building A Company

Keith Rabois, a successful venture capitalist at Khosla Ventures and former PayPal and Square exec, tweeted out his eight principles for building a successful company.

For anyone out there working on a startup, or just trying to lead an organization, these are pretty great:
























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