Bank Name:



Offer Submission Form for Intellectual Property Assets of DAQRI HOLDINGS, LLCDate: Name of Company/Buyer: Address: Primary Contact Name: Email Address: Phone Number: This form (the “Offer Qualification Form”) is being provided to assist parties (each, a “Buyer”) interested in submitting an offer to acquire or license some or all of the assets (the “Intellectual Property Assets”) of DAQRI, LLC (the “Seller”). Offer Deadline and Process Offers for the Intellectual Property Assets are due on Thursday, April 30, 2020 (the “Offer Deadline”). Offers shall be made in the form of a binding term sheet with no additional diligence or financing contingencies.The Seller will give feedback to each of the bidders following the Offer Deadline, as set forth in Section 6 below. The successful bidder(s) must be prepared to acquire the Intellectual Property Assets by wire transfer or tender of cash or certified check in the amount of the purchase price less the Good Faith Deposit (defined below; all in US dollars) no later than June 15, 2020.Diligence Questions; Data Room The Seller has retained Hilco IP Services, LLC (“Hilco Streambank”) and Rock Creek Advisors, LLC, (“Rock Creek”) (hereafter the “Agent”) as its intellectual property consultant. If you have questions about the Intellectual Property Assets or the sale process, or if you would like access to the virtual data room containing information regarding the Intellectual Property Assets, please contact the following Agent representatives:NameE-MailPhoneGabe Friedgfried@617.458.9355Richelle Kalnitrkalnit@ 212.993.7214Ben Kaplanbkaplan@646.651.1978Jim Gansmanjgansman@201.315.2521Heidi Liptonhlipton@917.842.2652All due diligence materials provided to interested parties shall be subject to the limitations on use and disclosure included in a confidentiality agreement.The Intellectual Property Assets & Offer AmountPlease complete as applicable.LotIntellectual Property AssetsOffer Amount 1All Intellectual Property Assets:All Patents (Schedule A)Trademarks (Schedule B)Domain Names (Schedule C)$ 2 Intellectual Property Assets consisting of the following:AR Software Family Patents (Schedule D)Patents covering core software in the OS or server that integrates and uses Computer Vision intellectual property$3Intellectual Property Assets consisting of the following:Optics Family Patents (Schedule E)Patents covering optical and display system designs for see through AR displays$4Intellectual Property Assets consisting of the following:Computer Vision Family Patents (Schedule F)Patents covering algorithms, sensors, cameras, calibration, graphics, displays, rendering systems, and tools built around computer vision$5Intellectual Property Assets consisting of the following:Application Software Family Patents (Schedule G)Patents covering all application intellectual property built around AR software on the device and on the cloud, user interfaces and experiences, content creation tools, and application level analytics$LotIntellectual Property AssetsOffer Amount6Intellectual Property Assets consisting of the following:Bio-Metric Family Patents (Schedule H)Patents covering BCI-based software and hardware systems$7Intellectual Property Assets consisting of the following:Designs Family Patents (Schedule I)Patents covering hardware designs$8Trademarks and Domain Names Only (Schedules B and C)$9Custom Package: Please identify the Intellectual Property Assets subject to your bid: ____________________________________________________________________________________________________________________________________________________________________________________________________________________ $QualificationIn order to participate in the next steps of the sale process, interested parties must be Qualified Bidders. A “Qualified Bidder” is one that submits to the Offer Submission Recipients (defined below) an offer (a “Qualified Offer”) on or before the Offer Deadline containing the following: Confidentiality Agreement: An executed confidentiality agreement in form and substance acceptable to the Seller.Proof of Financial Wherewithal: current financial statements or bank statement of the potential bidder that will show sufficient assets to be able to close on a purchase of the Intellectual Property Assets or other evidence of the ability to purchase the Intellectual Property Assets.A signed Offer Qualification Form.To the extent any changes are made to the Offer Qualification Form, a redline showing changes to such form. In order to be deemed a Qualified Offer, changes to the Offer Qualification Form made by a buyer must be acceptable to the Seller, in its sole discretion.A signed IP Sale Agreement (the “Sale Agreement”)A redline showing the changes to the Sale Agreement provided to the interested parties. In order to be deemed a Qualified Offer, changes to the Sale Agreement made by an interested party must be acceptable to the Seller, in its sole discretion.Good Faith Deposit: Each bidder must make a non-refundable cash deposit by wire transfer in an amount equal to ten percent (10%) of the amount of its irrevocable bid for the Intellectual Property Assets. Good Faith Deposits will be held until the sale closing. The Good Faith Deposit of the successful bidder will be applied to its purchase price or retained by the Seller should the successful bidder fail to close the transaction in accordance with its signed Sale Agreement. Wire instructions are as follows:Bank Name:JP Morgan Chase BankBank Address:270 Park Ave New York, NY 10017ABA #:021 000 021 (wires only)071 000 013 (ACH only)Swift Code:CHASUS33A/C #: 133813580Beneficiary: Hilco IP Services, LLCReference: DAQRIDeposit in amount of $ wired on ___________, 2020. Offer Submission RecipientsOffers should be submitted to the following parties (the “Offer Submission Recipients”):NameE-Mail AddressGabe Friedgfried@Richelle Kalnitrkalnit@ Ben Kaplanbkaplan@Jim Gansmanjgansman@Heidi Liptonhlipton@Evaluation of OffersThe Seller shall make a determination regarding whether an offer submitted by an interested party is a Qualified Offer, and shall notify all bidders as to whether their offers are considered Qualified Offers within five (5) business days of the Offer Deadline. In the event that a bid is determined not to be a Qualified Offer, the bidder shall have an opportunity to modify its bid so as to become a Qualified Offer.The Seller reserves the right to accept or reject any offer at any time, in its sole and absolute discretion.AcknowledgementBy submission of your bid, you acknowledge that your bid is a duly authorized non-contingent bid for purchase of the Intellectual Property Assets, not subject to any further diligence or contingent on any financing, and not subject to third party, regulatory or internal approval. You further acknowledge that (a) you have had an opportunity to conduct due diligence regarding the Intellectual Property Assets prior to submitting your offer and do not require further due diligence, (b) you have relied solely upon your own independent review, investigation, and/or inspection of the Intellectual Property Assets in making your offer, (c) you did not rely upon any written or oral statements, representations, promises, warranties, or guaranties whatsoever whether express, implied, by operation of law, or otherwise, regarding the Intellectual Property Assets, or the accuracy or completeness of any information provided in connection therewith, and (d) your offer shall remain open and irrevocable.You acknowledge that in the event you are the successful bidder, you are committing to close the transaction in accordance with the terms of the Sale Agreement, and in the event that you fail to close the transaction, the Seller shall be entitled to retain your Good Faith Deposit without waiver of any rights or remedies of the Seller against you. You further acknowledge that the Intellectual Property Assets will be sold “AS IS, WHERE IS,” “WITH ALL FAULTS,” and “WITHOUT ANY WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR OR OTHER PURPOSE, AS WELL AS WITHOUT ANY REPRESENTATIONS AND WARRANTIES”. The Intellectual Property Assets are being sold without recourse to the Seller, its attorneys or representatives. Bid Submitted on Behalf of:Company / Buyer Name: Signature: Name: Title: SCHEDULES TO OFFER SUBMISSION FORM(See Attached) ................
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