Due Diligence Checklist

Due Diligence Checklist Information Requested A. Organization and Good Standing. 1. The Company's Articles of Incorporation, and all amendments thereto. 2. The Company's Bylaws, and all amendments thereto. 3. The Company's minute book, including all minutes and resolutions of shareholders and directors, executive committees, and other governing groups. 4. The Company's organizational chart.

5.

The Company's list of shareholders and number of shares held by each. 6. Copies of agreements relating to options, voting trusts, warrants, puts, calls, subscriptions, and convertible securities. 7. A Certificate of Good Standing from the Secretary of State of the state where the Company is incorporated. 8. Copies of active status reports in the state of incorporation for the last three years. 9. A list of all states where the Company is authorized to do business and annual reports for the last three years. 10. A list of all states, provinces, or countries where the Company owns or leases property, maintains employees, or conducts business. 11. A list of all of the Company's assumed names and copies of registrations thereof. 12. A list of all subsidiaries or affiliates of the Company B. Financial Information. 1. Audited financial statements for three years, together with Auditor's Reports. 2. The most recent unaudited statements, with comparable statements to the prior year. 3. Auditor's letters and replies for the past five years. 4. The Company's credit report, if available. 5. Any projections, capital budgets and strategic plans. 6. Analyst reports, if available.

7.

A schedule of all indebtedness and contingent liabilities. All agreements relating to current or future debt (including reimbursement) obligations for borrowed money, including security agreements and agreements to acquire any such debt obligation of others, or for a leasing transaction of a type required to be capitalized in accordance with FASB No. 13. 8. A schedule of inventory. 9. A schedule of accounts receivable. 10. A schedule of accounts payable. 11. A description of depreciation and amortization methods and changes in accounting methods over the past five years. 12. Any analysis of fixed and variable expenses. 13. Any analysis of gross margins. 14. The Company's general ledger. 15. A description of the Company's internal control procedures. C. Physical Assets. 1. A schedule of fixed assets and the locations thereof. 2. All U.C.C. filings. Proprietary and Confidential

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Due Diligence Checklist 3. 4. 5. 6. 7.

Information Requested All leases of equipment. A schedule of sales and purchases of major capital equipment during last three years. Capitalization table All shareholder agreements and equityrelated documents, including private placement memos, if any All secured loan documentation, including promissory notes, security agreements, and UCC financing statements.

8. 9.

Description of and reason for any change in accountants or accounting methods or principles. 10. List of the Company’s top [20] suppliers with respect to the Business, and, if available, a breakdown by purchases per supplier and indicating any solesource supplier. 11. Copies of all agreements with sales representatives, distributors and resellers, with respect to the Business, including addresses and sales data for the last two fiscal years. If such agreements are in the Company’s standard form without revisions, the Company may provide a copy of the standard form and a list of third parties who have entered into such forms (including the names and addresses of such parties, and the date of each such form agreement). D. Real Estate. 1. A schedule of the Company's business locations. 2. Copies of all real estate leases, deeds, mortgages, title policies, surveys, zoning approvals, variances or use permits. E. Intellectual Property. 1. A schedule of domestic and foreign patents and patent applications.

2.

A schedule of trademark and trade names. all trademarks, trade names and service marks, registered or unregistered, used in connection with the Business, whether or not such trademarks, trade names and service marks are owned by or licensed to the Company, with a description of products or services associated therewith, numbers, jurisdiction and status of any registration applications pending, if any; and copies of all state, federal and other registration and recordation documents and certifications pertaining to each.

3.

A schedule of copyrights. List and copies of all copyright registrations and applications pending relating to the Business, held or being prosecuted by the Company in the United States or elsewhere, in connection with the Business, with descriptive titles, numbers and jurisdiction. A description of important technical knowhow. A description of methods used to protect trade secrets and know-how.

4. 5.

Proprietary and Confidential

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Due Diligence Checklist 6. 7.

8.

Information Requested Any "work for hire" agreements. A schedule and copies of all consulting agreements, agreements regarding inventions, and licenses or assignments of intellectual property to or from the Company. Any patent clearance documents.

9.

A schedule and summary of any claims, litigation or threatened claims by or against the Company regarding intellectual property. 10. All license agreements and sublicense agreements pursuant to which the Company licenses any technology or intellectual property rights to or from third parties in connection with the Business. 11. All documents, correspondence, pleadings, memos, notes and other papers or information relating to any actual, pending, potential or threatened intellectual property litigation or claim against the Company, or any other actual, pending, potential or threatened assertion, suggestion or inquiry by a third party that the Company is infringing its intellectual property rights. 12. List of law firms handling intellectual property matters for the Company and name and telephone numbers of the contact person or persons at each such firm. F. Employees and Employee Benefits. 1. A list of employees including positions, current salaries, salaries and bonuses paid during last three years, and years of service. 2. All employment, consulting, nondisclosure, nonsolicitation or noncompetition agreements between the Company and any of its employees. 3. Resumés of key employees. 4. The Company's personnel handbook and a schedule of all employee benefits and holiday, vacation, and sick leave policies. 5. Summary plan descriptions of qualified and non-qualified retirement plans. 6. Copies of collective bargaining agreements, if any. 7. A description of all employee problems within the last three years, including alleged wrongful termination, harassment, and discrimination.

8.

A description of any labor disputes, HR litigation, requests for arbitration, or grievance procedures currently pending or settled within the last three years. 9. A list and description of benefits of all employee health and welfare insurance policies or self-funded arrangements. 10. A description of worker's compensation claim history. 11. A description of unemployment insurance claims history. 12. Copies of all stock option and stock purchase plans and a schedule of grants thereunder. 13.

Any non at-will employee agreements?

14.

Any severance provisions? 15. Any deferred compensation? Any accrued

Proprietary and Confidential

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Due Diligence Checklist Information Requested but unpaid salary? Any accrued but unpaid vacation? G. Licenses and Permits. 1. Copies of any governmental licenses, permits or consents. 2. Any correspondence or documents relating to any proceedings of any regulatory agency. H. Environmental Issues. 1. Environmental audits, if any, for each property leased by the Company. 2. A listing of hazardous substances used in the Company's operations. 3. A description of the Company's disposal methods. 4. A list of environmental permits and licenses. 5. Copies of all correspondence, notices and files related to EPA, state, or local regulatory agencies. 6. A list identifying and describing any environmental litigation or investigations. I. Taxes 1. Federal, state, local and foreign tax returns for the last three years 2. States sales tax returns for the last three years. 3. Any audit and revenue agency reports. 4. Any tax settlement documents for the last three years. 5. Employment tax filings for three years. 6. Excise tax filings for three years. 7. Any tax liens. J. Material Contracts. 1. A schedule of all subsidiary, partnership, or joint venture relationships and obligations, with copies of all related agreements. 2. Copies of all contracts between the Company and any officers, directors, 5-percent shareholders or affiliates. 3. All loan agreements, bank financing arrangements, line of credit, or promissory notes to which the Company is a party. 4. All security agreements, mortgages, indentures, collateral pledges, and similar agreements. 5. All guaranties to which the Company is a party. 6. Any installment sale agreements. 7. Any distribution agreements, sales representative agreements, marketing agreements, and supply agreements. 8. Any letters of intent, contracts, and closing transcripts from any mergers, acquisitions, or divestitures within last five years. 9. Any options and stock purchase agreements involving interests in other companies. 10. The Company's standard quote, purchase order, invoice and warranty forms. 11. All nondisclosure or noncompetition agreements to which the Company is a party.

12. All other material contracts and contract litigation. Any other contracts with respect to the Business pursuant to which the Company will receive or pay over [$25,000] or which in the Company’s view are material to the Proprietary and Confidential

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Due Diligence Checklist Information Requested Business 13. All contracts with provisions purporting to limit the Company’s Business activities or ability to compete in any market with respect to the Business or providing for exclusive rights. K. Product or Service Lines. 1. A list of all existing products or services and products or services under development. 2. Copies of all correspondence and reports related to any regulatory approvals or disapprovals of any Company's products or services.

3.

A summary of all complaints or warranty claims or product/service litigation. 4. A summary of results of all tests, evaluations, studies, surveys, and other data regarding existing products or services and products or services under development. L. Customer Information.

1.

A schedule of the Company's twelve largest customers in terms of sales thereto and a description of sales thereto over a period of two years. A breakdown by revenue per customer for the last two fiscal years, including any form contract used with customers (i.e., form license agreement or support maintenance agreement). 2. Any supply or service agreements. 3. A description or copy of the Company's purchasing policies. 4. A description or copy of the Company's credit policy 5. A schedule of unfilled orders - backlog 6. A list and explanation for any major customers lost over the last two years 7. All surveys and market research reports relevant to the Company or its products or services 8. The Company's current advertising programs, marketing plans and budgets, and printed marketing materials. M. Litigation 1. A schedule of all pending litigation 2. 3.

4.

A description of any threatened litigation. Copies of insurance policies possibly providing coverage as to pending or threatened litigation. Documents relating to any injunctions, consent decrees, or settlements to which the Company is a party.

5. A list of unsatisfied judgments N. Insurance Coverage 1. A schedule and copies of the Company's general liability, personal and real property, product liability, errors and omissions, keyman, directors and officers, worker's compensation, and other insurance. 2.

A schedule of the Company's insurance claims history for past three years O. Professionals. 1. A schedule of all law firms, accounting firms,

Proprietary and Confidential

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Due Diligence Checklist Information Requested consulting firms, and similar professionals engaged by the Company during past five years

Proprietary and Confidential

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