Update to the Bidding Process – Procedures for the sale of certain assets of Teranode Corporation
Further to Gerbsman Partners e-mail of June 2, 2010 and May 19, 2010 regarding the sale of certain assets of Teranode Corporation, I attach the legal documents, wire transfer information and escrow agreement for the refundable deposit that we will be requesting of bidders for certain assets of Teranode Corporation. 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. Any and all of the assets of Teranode Corporation will be sold on an “as is, where is” basis. I would also encourage all interested parties to have their counsel speak with Stephen O’Neill, Esq., counsel to Teranode Corporation.
For additional information please contact Stephen O’Neill, Esq., of Murray & Murray counsel to Teranode Corporation He can be reached at 408 907 9200 and/or at soneill@murraylaw.com
Following an initial round of due diligence, interested parties will be invited to participate with a sealed bid, for the acquisition of the Teranode Assets. Sealed bids must be submitted so that the bid is actually received by Gerbsman Partners no later than Wednesday, June 23, 2010 at 3:00 p.m. Pacific Standard Time (the “Bid Deadline”) at Teranodes’ office, located 411 First Avenue S, Suite 700, Seattle WA 98104. Please also email steve@gerbsmanpartners.com with any bid.
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
The Bidding Process for interested buyers Interested and qualified parties will be required 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 Teranode Corporation’s 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 Teranode Corporation’s Assets. A sealed bid must be submitted so that it is actually received by Gerbsman Partners no later than Wednesday June 23, 2010 at 3 p.m. Pacific Daylight Time (the “Bid Deadline”) at Teranode Corporation’s office, located at 411 First Avenue S, Suite 700, Seattle WA 98104 . Please also send an email to steve@gerbsmanpartner.com with your bid.
Bids should identify those assets being tendered for in a specific and identifiable way. The attached fixed asset list may not be complete and Bidders interested in any fixed assets must submit a separate bid for such assets, be specific as to the assets and any sale of the fixed assets or Intellectual Property of Teranode Corporation.
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 Teranode Corporation). The deposit should be wired to Teranode’s attorneys Murray & Murray, A Professional Corporation. The winning bidder will be notified within 3 business days of the Bid Deadline. The deposit will be held in trust by Company’s counsel. Unsuccessful bidders will have their deposit returned to them within three business days of notification that they are an unsuccessful bidder . Teranode Corporation 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.
Teranode Corporation will require the successful bidder to close within a 7 day period. Any or all of the assets of Teranode Corporation 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 Teranode Corporation’s Assets shall be the sole responsibility of the successful bidder and shall be paid to Teranode Corporation at the closing of each transaction.
For additional information, please do not contact the company directly, please contact:
Stephen O’Neill, Esq
(408) 907-9200
soneill@murraylaw.com
Steven R. Gerbsman
(415) 456-0628
steve@gerbsmanpartners.com
Dennis Sholl
(415) 457-9596
dennis@gerbsmanpartners.com
Merle McCreery
(303) 929-7628
mmgolf100@msn.com
Kenneth Hardesty
(408) 591-7528
ken@gerbsmanpartners.com
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