4. List of states or countries in which the Company has offices, employees, a significant customer or otherwise transacts business.

Transcription

1 DUE DILIGENCE LIST NOTE: (1) WHERE A FORM DOCUMENT IS USED BY THE COMPANY WITHOUT CHANGES, A COPY OF THE FORM AND A LIST OF PARTIES TO THE DOCUMENT MAY BE SUFFICIENT FOR INITIAL COMPLIANCE WITH A REQUEST AND (2) IF THE COMPANY HAS A SUBSIDIARY, JOINT VENTURE OR OTHER AFFILIATED ENTITY, PROVIDE THE LISTED DOCUMENTS FOR ALL SUCH ENTITIES. A. Charter Documents 1. Articles of organization, as amended to date. 2. Bylaws, as amended to date. 3. List of states or countries in which the Company has qualified to do business. 4. List of states or countries in which the Company has offices, employees, a significant customer or otherwise transacts business. 5. List of subsidiaries, if any, and place of incorporation. 6. Documents reflecting joint ventures, partnership or other corporate affiliations, if any. B. Board and Shareholders Actions of Company and Subsidiaries: 1. Minutes of the board of directors and any committees thereof meetings, including actions by unanimous written consent, written notices (if given) or waivers thereof and all written materials provided to directors, since incorporation. (from inception) 2. Minutes of the stockholders meetings, including actions by unanimous written consent, written notices (if given) or waivers thereof and all written materials provided to directors, since incorporation. (from inception) C. Capital Stock and Equity Arrangements: 1. Stock transfer books and records. 2. Securities authorized and outstanding, by class and series, if any. 3. Stockholder list for all outstanding shares or equity securities.

2 4. Agreements and other documents relating to the purchase, sale, issuance, transfer, voting or registration of securities (including, without limitation, private placement memoranda, buy-sell agreements, voting trusts and agreements relating to first refusal rights or preemptive rights). 5. Option holder list, including date of grant, exercise price, vesting periods exercises to date and expiration dates. 6. Copies of stock option plans and award agreements. 7. List of warrant holders and copies of warrants, if any, including date of issuance, exercise price, exercises to date and expiration dates. 8. Investor questionnaires. 9. Copies of private placement memoranda, business plans, projections and other documents provided to investors in this and prior securities offerings. 10. Equity investment documents, including any preferred stock agreements, convertible debt agreements, etc. 11. Founders stock purchase agreements. NOTE: IF CLOSING BINDERS EXIST FOR ANY SALE OF SECURITIES, YOU MAY BE ASKED TO PROVIDE A COPY OF THE COMPLETE CLOSING BINDER. D. Financial: 1. Five years of financial statements. 2. Letters or reports to or from auditors. 3. Any financial projections. E. Management: 1. List of salaries and bonuses, including accrued but unpaid salaries and bonuses for officers, directors and key employees. 2. Documents reflecting loans, guarantees and other transactions with directors, officers, stockholders and employees and their relatives and affiliates

3 3. Management employee agreements. 4. Bonus plans, retirement plans, pension plans, deferred compensation plans, profit sharing and management incentive agreements. 5. Offer letters to employees. F. Employee Documents and Information: 1. Personnel policies and procedures manuals. 2. Stock option, profit sharing, and bonus plans. 3. Pension and retirement plans. 4. Employment agreements. 5. Labor/collective bargaining agreements and details of labor organizing efforts. 6. Details of grievances, terminations, etc. 7. Consulting agreements. 8. Noncompetition agreements. 9. Employee confidentiality and invention assignment agreements. 10. All other material agreements with any employee, consultant or agent past or present. 11. List of employees and job descriptions with organization chart. 12. Summaries of oral agreements or promises of future benefits. G. Operations: 1. Documents of title for major assets. 2. Equipment purchase or lease agreements. 3. Loan agreements, lines of credit, promissory notes, guarantees etc

4 4. All documents purporting to create liens, mortgages, security interests, pledges, charges or other encumbrances on real or personal property owned by the Company. 5. Financing (UCC) statements filed. 6. Insurance, including litigation tendered to and accepted by insurance companies in defense, and title insurance policies. 7. Material contracts. 8. Standard forms of ordinary contracts. 9. Summary of any government contracts; copies of standard form contracts. 10. Permits, licenses, franchises, certificates and consents. 11. Documents relating to possible environmental pollution, including, without limitation, correspondence with governmental agencies and internal and consultant reports regarding same. 12. Real estate leases, contracts. 13. Distribution, OEM, Reseller and other similar agreements. H. Financing: 1. Loans and guarantees of third party obligations. 2. Credit agreements, indentures and promissory notes (including, without limitation, lines of credit, source, and amount drawn to date). I. Litigation: 1. List of all pending or threatened litigation relating to or arising out of the operation or management of the Company since incorporation, including, without limitation, parties, remedies sought, and nature of actions. (actual pleadings may be required after examination of list) 2. Material documents and filings in the above-mentioned litigation. 3. Attorneys' letters to auditors since incorporation

5 4. List of, and principal documents relating to, all pending or threatened inquiries or investigations of governmental agencies, including, without limitation, tax authorities. 5. Any decrees, orders or judgments of courts or governmental agencies. 6. List of all current and prior law firms, accounting firms and other consultants. J. Intellectual Property: 1. Agreements between shareholders or employees of the Company and other former employers (including employment agreements, termination agreements, non-disclosure agreements, patent assignments, and correspondence relating to intellectual property matters). 2. List of all foreign and domestic patents and patent applications held by the Company. (Copies of applications may be requested in follow-up requests.) 3. List of any copyrights, trademarks, trade names or service marks. (Copies of applications may be requested in follow-up requests.) 4. Copies of all agreements for licensing of technology from third parties. 5. Copies of all material agreements for licensing of Company technology to third parties, including cross licenses and all exclusive licenses whether or not otherwise material. 6. Summary of any claims of infringement or misappropriation of intellectual property rights, including relevant litigation documents, if any. 7. Documents pertaining to or describing the Company s policies regarding trade secrets and proprietary information. 8. Copies of all agreements under which the Company developed, acquired or divested any Intellectual Property. 9. List of all royalty or other payment obligations of the Company to third parties for Intellectual Property. 10. Nondisclosure and confidentiality agreements

6 11. List of persons to whom intellectual property has been disclosed and the date of disclosure. 12. Government grant agreements or other agreements for funding of research or development. RALLIB01: