Blog of Intellectual Capital

The Bidding Process, Procedures for the Sale of certain Assets and Intellectual Property of Digital Caddies (US) Inc.

Further to Gerbsman Partners previous e-mail sales letter and bidding process of May 4, 2015 and April 27, 2015, regarding the sale of certain assets of Digital Caddies (US), Inc., (Digital Caddies), I attach the form of agreement (“APA”) that we will be requesting the bidders for certain Assets and Intellectual Property of Digital Caddies execute and deliver in connection with such transaction and wire transfer information for the refundable deposit required with bids The Digital Caddies Assets have been previously supplied, as outlined in Digital Caddies sales letter. Ken, Jim and I are available to follow up and review the Bidding Process.

Please be aware that the Bid Date below has been changed and is now Wednesday, May 20, 2015.

Gerbsman Partners (http://www.gerbsmanpartners.com) has been retained by Venture Lending & Leasing VI, Inc. and Venture Lending & Leasing VII, Inc. (together “WTI”), the senior secured lender to Digital Caddies (US), Inc., (“Digital Caddies”) to solicit interest for the acquisition of all or substantially all of Digtial Caddies’s assets, including its Intellectual Property (“IP”), in whole or in part (collectively, the “Digital Caddies Assets”) http://www.digitalcaddies.net . Please be advised that the Digital Caddies Assets are being offered for sale pursuant to Section 9-610 of the Uniform Commercial Code. Purchasers of the Digital Caddies Assets will receive all of Digital Caddies’s right, title, and interest in the purchased portion of WTI’s collateral, which consists of substantially all of Digital Caddies assets, as provided in the Uniform Commercial Code.

Any and all the assets of Digital Caddies will be sold on an “as is, where is” basis and will be subject to “The Bidding Process for Interested Buyers”, outlined below.

Prior to the bid date of Wednesday, May 20, 2015, I would encourage all interested parties to have their counsel speak with Jeffrey Klugman of Greene Radovsky Maloney Share & Hennigh LLP, counsel to WTI. (phone 415 248 1533 or 415 981 1400; email jklugman@greeneradovsky.com). He is available to discuss any questions or comments of a legal nature relating to the transactions contemplated by the APA.

I have also attached wire transfer information for the refundable deposit of $200,000.00 that is required for interested parties when they submit a bid. The wire transfer information is for the trust account of Greene Radovsky Maloney Share & Hennigh LLP, counsel to WTI. All refundable deposits will be held in trust by Greene Radovsky Maloney Share & Hennigh LLP and the deposits will be sent back to non-successful bidders.
The Bidding Process for Interested Buyers

Interested and qualified parties will be expected to sign a nondisclosure agreement (attached hereto as Exhibit A) to have access to key members of the management and intellectual capital teams and the due diligence “war room” documentation (the “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 an opportunity to inspect and examine the Digital Caddies 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 WTI, Gerbsman Partners, or Digital Caddies, 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 WTI, Digital Caddies, 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 Digital Caddies Assets. Sealed bids must be submitted so that they are actually received by Gerbsman Partners no later than Wednesday, May 20, 2015 at 3:00 p.m. Pacific Time (the “Bid Deadline”) at Digital Caddies office, located at 15210 N. Scottsdale Rd # 280, Scottsdale, AZ 85254. Sealed bids may be accepted sooner than May 20, 2015 and accepted by WTI. 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 where applicable. All bids must be accompanied by a refundable deposit check in the amount of $200,000 (payable to Venture Lending and Leasing VII, Inc.). The winning bidder will be notified within 3 business days of the Bid Deadline. Unsuccessful bidders will have their deposits returned to them within 3 business days of notification that they are an unsuccessful bidder.

WTI reserves the right to, in its sole discretion, accept or reject any bid, or withdraw any or all of the 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.

WTI will require the successful bidder to close within a 7 day period. Any or all of the assets of Digital Caddies 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 Digital Caddies Assets shall be the sole responsibility of the successful bidder and shall be paid to WTI at the closing of each transaction. For additional information, please see below and/or contact:

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

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

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