Re: Initial Diligence Request List
Ladies and Gentlemen:
In connection with the proposed acquisition of substantially all of the assets of
(the “Company”) by
is a list of certain corporate and other documents and other information necessary for our review
as part of our due diligence effort as counsel to . In all instances, requests for
documents or information regarding the Company extend to similar documents and information
regarding subsidiaries of the Company, if any. Please remit the requested documents to my
. If there are no responsive
documents to a particular request, please advise us as appropriate. In addition, please note that
we may require additional documents and information as our due diligence review progresses.
1. Corporate and Organizational
(a) The Company’s current Articles of Incorporation and Bylaws, including any
(b) Minutes or other records of all meetings or actions of the board of directors
and any committees thereof, and minutes or other records of all meetings or actions of the
shareholders of the Company.
(c) All communications to shareholders of the Company.
2. Securities of the Company
(a) Current shareholder, optionee, warrantholder and noteholder lists, including
issuance dates, original issuance or exercise price and vesting terms (if any). These lists should
include any party who owns securities of the Company or has any rights to acquire or other rights
regarding securities of the Company.
(b) Agreements relating to the purchase, repurchase, sale or issuance of securities,
including option plans and form(s) of option agreement. (If available, please provide the closing
volume for the Company’s prior financing(s).)
(c) Agreements relating to (i) voting of securities or restrictions on share
transfers, (ii) preemptive or other preferential rights to acquire securities, including rights of first
refusal and co-sale rights and (iii) registration rights.
(d) Shareholder agreements not involving the Company, including any agreement
by a shareholder relating to the sale, voting, or transfer of securities of the Company.
(e) Evidence of qualification or exemption under applicable federal and state blue
sky laws for issuance or transfer of the Company’s securities.
(f) Any valuation reports prepared or relied upon in connection with the issuance
of securities to any employees or other ser