TERMS AND CONDITION OF SALE

On Monday, April 7, 2025, Efabless Corporation, a Delaware corporation, as Assignor, made a General Assignment for the Benefit of Creditors (the “Assignment”) to eFabless (assignment for the benefit of creditors), LLC, a California limited liability company as Assignee, pursuant to California state law. Please note that with the exception of the relationship created by the Assignment, and despite their similarity in name, Assignor and Assignee have no corporate affiliation to each other. Pursuant to the Assignment, Assignor transferred ownership of all of its rights in tangible and intangible assets (collectively, the “Assets”) to Assignee for sale. Assignee shall sell the Assets, wind down Efabless, and distribute the net proceeds to creditors of Assignor. The Assignee is affiliated with Sherwood Partners, Inc.Seller has retained the services of certain former employees to assist with the sale of the assets. They have made themselves available to assist with due diligence and the transition of assets. As Seller, eFabless (assignment for the benefit of creditors), LLC will oversee the process, select the winning bidder(s) and provide some assistance with the transfer of assets to the buyer(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.The contemplated transaction will be an asset sale using a standard Asset Purchase Agreement (“APA”). Please note that the general terms under which the assets will be sold, and key terms include:· Sell and convey assets on an “as-is, where-is” basis with all faults;· Sell and convey assets with limited representations or warranties; and· No indemnity for the purchaser of assets and the purchaser will indemnify the Seller the use of the assets after the closing date.It is important to note that Assignee uses a portion of the proceeds received from the sale for the administration of the estate and distributes the balance to the creditors of the estate. As such Assignee is not able to provide the representations or warranties that a buyer would typically receive. Please bid accordingly and with the acknowledgement that the actual terms and conditions of the final APA are to be consistent and substantially in the form of Assignee’s standard agreement.As detailed above, Assignee will oversee the sale process and will select the winning bidder(s). This will be a closed bidding process whereby the names of the bidders and the bids will not be disclosed to the other interested parties.Binding terms and conditions will be outlined in the APA.Due diligence will begin immediately. Assignee will provide access to information pertaining to the available assets to interested parties provided that a valid confidentiality and non-disclosure agreement (NDA) is put in place. Each interested party, when executing the NDA, shall be deemed to acknowledge and represent that (i) it is bound by the bidding procedures contained in this Intellectual Property Offering; (ii) that it has an opportunity to perform due diligence on the assets of Efabless; (iii) that it is not relying upon any written or oral statements, representations, or warranties of Efabless or Assignee or their respective staff, agents or attorneys; and (iv) all provided documents and reports have been provided solely for the convenience of interested parties and neither Assignor nor Assignee (or their respective staff, agents or attorneys) makes any representations as to the accuracy or completeness of same. The information contained in this Enterprise Offering has been provided to Assignee by the former management of Assignor. Neither Assignee nor Assignor represent that any of the information contained in this Enterprise Offering is a statement of opinion or fact. Interested parties are solely responsible for performing their own due diligence to determine the value and status of the assets being offered through independent investigation by themselves and their legal and/or financial advisors.Letters of Intent along the terms of the standard Asset Purchase Agreement (“APA”), should be received no later than Friday, June 13, 2025 (“Offer Deadline”), and Assignee will render a decision shortly thereafter. Interested Parties are encouraged to remit Letters of Intent to Seller at any time during the due diligence phase of this process by email or facsimile. Letters of Intent must include the name of the purchasing entity, purchase price, assets to be purchased, and any variation from the standard terms and conditions of the APA. A draft version of the APA will be provided upon request. Interested Parties should be aware that any significant material changes to this document may jeopardize the transaction and cause the Seller to reopen the bidding. Given the desire for an expedited sales process, due diligence should commence immediately.This will be an “AS IS”, “WHERE IS” sale with no representations or warranties provided by the Seller as to merchantability, fitness or use and the assets shall be subject to encumbrances. Once the announcement has been made that the bidding has ended, the successful bidder (“Buyer”) will be required to close and fund promptly. Exclusivity will not be granted and it is the successful bidders’ sole responsibility to set the closing agenda. Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, or to withdraw any or all assets from this sale process in its sole discretion.Seller reserves the right to accelerate, delay, cancel or alter the bidding process immediately with or without notifying other bidders, and to withdraw any or all assets from this sale process in its sole discretion. Seller reserves the right to modify, cancel, delay, accelerate or revise the sale at any time with or without notifying interested parties. Therefore, interested parties are encouraged to complete due diligence and submit offers as soon as practicable.We appreciate your sincere interest in this opportunity and this exciting offering for the assets of Efabless. We look forward to engaging with you and your due diligence teams.For more information, answers to your questions or to schedule a due diligence session, please contact:Joshua Pichinson
Sherwood Partners, Inc. | 3945 Freedom Circle, Suite 560 | Santa Clara, California 95054 | United States
[email protected]