INITIAL Due
PUBLIC
OFFERING Chec list
Diliqepce
Previously Proyided
Provided Her__ewith
To _.
be
Inapplicable (A) Fundamental corporate doc_nts of the Company and subl'_idia_ies: Articles Of Incorporation, as amended to date Bylaws, as amended all Board Committees meetings to date of and ....
[
]
[
]
[
]
[
]
(i) . (2) (3)
[ [
] ]
[ [
] ]
[ [
]. ]
[ [
] ]
Minutes of Directors, Shareholders
[
]
[
]
[
]
[
]
(4)
Certificates of Standing (to be
Good' ordered) foreign _,--
[
]
[
]
[
]
[
]_
(5)
List of states and countries in which quaiified to or currently business
dc buslnesW conducting
[ [
] ]
[ [
] ]
[ [
] ]
[ [
] ]
(6) (7) ._
List
_f
subsidiaries
Any other agreements to purchase the stock or the assets _of any company or t,.,merge with such company Previous issuance of common stock, preferred stock, warrants, options, debentures, bonds or any other securities: All permits transfer of for issuance/ securities and .<`'
[
]
[
]
[
]
[
]
(B)
[
]
[
]
[
]
[
]
(i)
all filings with. state blue sky authorities [ [ ] ] [ [ ] ] [ [ _] ] • [ [ ] ] (2) (3) Shareholder number of list.with shares
Listillg of holders of any other securities (i.e., options, warrants, convertible debt)with copy_of representative documents
L,%.5'|,'\IN01 [56557 I Dec:
-l-
Du@
Diligence Checklist (Continued)
Previously Provid@___ [ ]
Provided H_=erewith [ ]
To be Provided [ ]
Inapp!ic_ able [ ] (4) Stock option plan(s) or other stock plans for officers, directors or employees with form of stock purchase agreement or option agreement Any other profit sharing, pension, bonus, incentive or other similar compensation or retirement plans or arrangements, and any Internal Revenue Service determination letters re!2tJng thereto Any voting agreements shareholder or trust or other agreements to
[
]
[
]
[
]
[
]
(5)
[
]
[
]
[
]
[
]
6)
[
]
[
]
[
]
[
]
7)
Any agreement relating existing registration rights Powers matter of attorney
[ [
] ]
[ [
] ]
[ [
] ]
[ [
] ]
8) (9)
on any
Stock purchase or subscription agreements, related questionnaires, etc.
[
]
[
]
[
]
[
]
(i0) Any other documents provided to shareholders of the Company, whether not filed with SEC (C)
or
[
]
[
]
[
]
[
]
Material contracts, agreements and literature: Agreements with suppliers and manufacturers Agreements customers with major
[
]
[
]
[
]
[
]
(i)
[ [
] ]
[ [
] ]
[ [
] ]
[ [
] ]
(2) (3)
major
Material agreements with distributors and dealers
L._u%L_,|NOI DOc: I5&_57 1
- 2-
Due
Diliqence Checklist (Continued)
Previously Provided [ ]
Provided Herewith [ I
To be PrQX__ded [ ]
Inapplicable [ ] (4) All agreements relating to the borrowing of money, including promissory notes, bank loan agreements, line of credit agreements, deeds of trusts, security agreements or other debt instruments, guaranties, and any correspondence with any lenders relating to any default, acceleration or termination of those agreements All agreements relating the lending of money, including those with officers, directors or employees Material lease agreements and deeds, title reports and title insurance policies relating to any real property owned Material leases for equipment, furniture automobiles Sample contracts customers Sample contracts suppliers office and to
[
]
[
]
[
]
[
]
(5)
[
]
[
]
[
]
[
]
(6)
[
]
[
]
[
]
[
]
(7)
[ [ [
] ] ]
[ [ [
] ] ]
[ [ [
] ] ]
[ [ [
] ] ]
(8) (9)
with with for
(I0) Employment officers
contracts
[ [ [
] ] ]
[ [ [
] ] ]
[ [ [
] ] ]
[ [ [
] ] ]
(II) Management incentive bonus plans (12) Partnership or joint venture agreements (13) Patents or pending applications (list)
or
I.AMAIN01
Doe: 156557
1
-3 -
Due
Dili_enQ9 Checklist (Continued)
Previously Provided__ [ ]
Provided Herewith [ ]
To be Provid@_ [ ]
Inapplicable __ [ ] (14) Trademarks and service marks or pending applications (list) (15 R&D agreements joint product agreements or any development
[
]
[
]
[
]
[
]
[
]
[
]
[
]
[
]
(!6) License agreements (including, software licenses) (17) Forms of trade secret or other confidentiality agreements entered into with employees, consultants or customers (18) Schedule covering (i9) Consulting (D) of insurance operations agreements
[
]
[
]
[
]
[
]
[
]
[
]
[
]
[
]
[ [
] ]
[ [
] ]
[ [
] ]
[ [
] ]
Litigation. Please provide copies of all documentation relating pending or threatened litigation, assessments claims, including:
to or
[
]
[
]
[
]
[
]
(I)
A list of all pending litigation and threatened claims, and copies of all related pleadings Correspondence, memoranda or notes concerning any claim for an amount in excess of $I0,000 or which could have a material impact on the Company Correspondence with auditors regarding threatened or pending litigation, assessments claims
[
]
[
]
[
]
[
]
(2)
[
]
[
]
[
]
[
]
(3)
or
L4.our spouse, provided such person has the same home as you or is a director or officer of the Cx_mpany, an_, of its subsidiaries or any parent of the Company.
"_ This fire-year period is measured from the date on which the final order, judgment or decree was entered, or the date on which an}" fights of appeal from preIimina13, orders, judgments or decrees have Lapsed. With respect to bankI'upt_ 7 petitions, the computation date shall be the date c_ffiling for uncnnte.,;ted petitions or the dat* upon which approval or"a _nontested petition became final.
I_XMAIN0[
Doc, 156557 1.
- [5-
Due
Dilige_c@ Checklist (Continued} Inapplicable
Previously ProvideD_
Provided He rw_th
To Be Provided
(b} Have you been convicted in a criminal proceeding (excludin_ traffic violations and other minor offenses) or are subject of any pending criminal proceeding? YES NO
you
the
(c) Have you been or are you currently the subject of any court order, judgment or decree, not subsequently reversed, suspended vacated, permanently or temporarily enjoining you or otherwise suspending or limiting you with respect to any of the following activities: (i)
or
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker, or dealer in securities, or as an affiliated person, director, or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activities? YES NO type NO of business practice?
(ii}
Engaging
in any YES
(iii)
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal con_rLodities laws? YES NO
(d} Have you been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days your right to engage in any activity described in question (c) (i) of this section? YES NO
I_Mi%IN*U
Doe: 156a_57 I
- 16 -
Due
Diligence C_h_e_cklist (Continued) Inapplicable .
Previously ..Provi___
Provided Herewith
To Be Provided
(e) Have you been found by a court in a civil action or by the SEC to have violated any federal or state securities law where such judgment or finding has not subsequently been reversed, suspended or vacated? YES NO
(f) Have you been found by a court in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law where such judgment or finding has not subsequently been reversed, suspended or vacated? YES NO
][._%M_x/N01 Doc:15(_557 1
-17-
Diligence Chgcklist (Continued) Previously Pro_videi_ Provided He/_ewith To Be £r_vided Inapp!ic____
IV.
COMPENSATION
!. The questions in this Part IV are to be answered only by executive officers. Since , 19 [Information must cover three fiscal years or such lesser time as Company has been a reporting company, but not less than one full fiscal year], have you or any member of your immediate family received any of the following personal benefits 8 from the Company, if any subsidiary or any third party in connection with your employment by the Company or any subsidiary? (If the answer is "YES please describe the benefit and state the value of such benefit, if available.)
(al
Non-accountable allowance Personal Personal allowance travel
expense
(b) (c)
expenses
....
entertainment
(d)
Home repairs or maintenance (including domestic service) Use of Company=owned automobiles Housing Vacation or other or leased
(e)
(f) (g) (h)
living
expense
expense
Use of Company aircraft for nonbusiness trip by you or members of your family or guests Family or guests as extra passengers on Company aircraft or trips paid for by the Company
..
(i)
' Personal benefits nclude benefits hich arc notdirectlyelated i all w r tojob performance, otherthanthoseprovidedto broad categories of empIoye_s and which do not discriminate in favor of executive offlecrs or Directom, and include benefits furnished to other pe_._m._ which indi_ctly benefit you.
I_%AL\IN01
[')C