Update to the Bidding Process – Procedures for the Sale of Syncapse Corp.- its Assets and Intellectual Property

Further to Gerbsman Partners e-mail of August 5, 2013 and July, 25, 2013 regarding the sale of Syncapse Corp.’s assets and intellectual property (the “Syncapse Assets”), I attach the draft legal documents, draft fixed asset list and the Receiver’s (defined below) wire transfer information in order to send in your refundable deposit for the Receiver to consider your bid.  Gerbsman Partners – http://gerbsmanpartners.com/ has been retained by MNP Ltd., in its capacity as Court-appointed receiver (the “Receiver”) of the property, assets and undertakings of Syncapse Corp. (“Syncapse”, or the “Company”) (http://syncapse.com/), to solicit interest for the acquisition of the Syncapse Assets.  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 agreements.  I would also encourage all interested parties to have their counsel speak with Harvey Chaiton, of Chaitons LLP, counsel to the Receiver, who can be reached at 416 218 1129 or at harvey@chaitons.com

Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Syncapse Assets. Sealed bids must be submitted so that the bid is actually received by the Receiver no later than August 16, 2013 by 12:00 p.m.Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

1.  All bids must be accompanies by a deposit of 15%, payable to MNP, Ltd, in trust, which is refundable if a potential purchaser is unsuccessful.  The deposit must be in US dollars and wired to the Receiver’s account in advance or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

Bank Name:  TD Canada Trust

SWIFT address for TD: TDOMCATTTOR
Correspondent bank is Bank of America, NY, NY
SWIFT address for Bank of America: BOFAUS3NXXX
Fedwire ABA # 026009593
Address: 100 33rd Street West, New York, NY  10001

US dollar account:

Account name: MNP Ltd.
IBAN (institution #) 004, transit #10852, account # 7328451
Branch address: 100 – 220 Commerce Valley Dr. West, Markham ON  L3T 0A8

2.  The winning bidder’s offer with be for “Cash”, payable in US dollars either by wire transfer or certified cheque, money order or bank draft drawn on a Canadian bank.

3.  If any potential interested party is interested in the Toronto Syncapse office space, please let me know as soon as possible.

4.  After a successful bidder is identified for the sale of the intellectual property, the Receiver may consider selling the balance of the uncollected accounts receivable at that time.  Please do not include amounts for the purchase of accounts receivable in your bid.

 5.  Please specify all assets and intellectual property that you will be bidding on.  Assets and intellectual property may include the Syncapse platform, source code, historical financial information, customer agreements (may or may not be assignable), trademarks, brand, patent, marketing and strategy information, India operation and/or other designated assets.

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 required to sign a Non-Disclosure Agreement (attached hereto as Attachment A) to have access to certain 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 acknowledges and agrees to the bidding procedures described herein; (ii) that it has had an opportunity to inspect and examine the Syncapse 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 the Receiver, Syncapse or 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 the Receiver, Syncapse and Gerbsman Partners (and their respective staff, agents, or attorneys) do not make any representations and warranties whatsoever 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 all or part of the Syncapse Assets. Each sealed bid must be submitted so that it is received by the Receiver no later than Friday, August 16, 2013 at 12:00pm Toronto Time (the “Bid Deadline”) at the Receiver’s office, located at 300-111 Richmond Street West , Toronto, ON CANADA M5H 2G4 to the attention of Arif Dhanani.  Please also email steve@gerbsmanpartners.com with any bid.  For additional information regarding bid requirements and considerations, please contact Steve Gerbsman at steve@gerbsmanpartners.com.

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 15% of the offer amount (payable to the Receiver, in trust).  The deposit must be wired to the Receiver’s account in advance (information will be provided), or paid by certified cheque, money order or bank draft drawn on a Canadian bank.  The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by the Receiver.  Unsuccessful bidders will have their deposit returned to them within 3 business days of notification that they are an unsuccessful bidder.

The Receiver is free to conduct the sale process as it determines in its sole discretion (including, without limitation, terminating further participation in the process by any party, negotiating with prospective purchasers and entering into an agreement with respect to a sale transaction without prior notice to you or any other person) and any procedures relating to such transaction may be changed at any time without prior notice to you or any other person.  For greater certainty, the Receiver 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 likely be chosen as the winning bidder and bidders may not have the opportunity to improve their bids after submission.

The Receiver will require the successful bidder to close within 5 days after Court approval of the transaction. The Syncapse Assets 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 other taxes, if any, relating to the sale of the Syncapse Assets shall be the sole responsibility of the successful bidder and shall be paid to the Receiver at the closing of any transaction.

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

Steven R. Gerbsman
steve@gerbsmanpartners.com

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