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DUE DILIGENCE INFORMATION REQUEST [To be completed for a private vs. publicly-owned business]

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This request is being sent to you in connection with the proposed purchase of securities [Name of Business] (the “Company”). Please provide copies of the indicated documents or the information requested, as appropriate. To the extent that such documents have already been provided, please reference the appropriate disclosure. There are only three possible responses to each question. [I] If the answer to a question is “none” or “inapplicable,” please so indicate with initials “NA”. [II} If the information contained in the Company’s SEC filings, please cut and paste online address of that document. Or [III} If you are providing documentation, please indicate with “DOC”. If possible, please remit the DOC answers and documents via email in a MS Word document MS Excel or PDF file to [email address for receiving Party]. Please title all documents and responses with the corresponding item number. For example, if you were submitting documentation under Section I – Corporate/Organizational Records, question #2 your email attachment would be entitled as follows: DD-I-2. Please indicate the entity which the document is for.

1. Corporate/Organizational Records

II. Stock Ownership

III. Financial Statements

IV. Assets [all schedules to be as of latest fiscal or quarterly date]

V. Property

VI. Liabilities

VII. Contracts

VIII. Software

A. Lists and descriptions of:

B. Copies or access for review of program documentation and operating instruction manuals for all software, including those licensed from third parties.

1. Details of any software developments or purchases over the past 3 years. 2. A list of any contemplated or needed computer equipment over the next 3 years.

IX. Employee Benefit Plans

Copies and/or descriptions of:

X. Employees and Independent Contractors

and territories.

B. Copies of:

1. All collective bargaining agreements or other material labor contracts. 2. All correspondence, memos, rulings, determinations, orders, etc. relating to compliance or non-compliance with employment laws. 3. Agreements for loans to and any other agreements with officers or directors including consulting contracts.

C. List of all consultants and sales agents including:

1. Name, address and social security number. 2. Payments for last five years. 3. Copies of all agreements with such consultants and/or sales agents.

D. List of all auditors used by the Company within the last five years including:

1. Name, address and telephone numbers. 2. Accountants qualifications, licenses and website references, if applicable. 3. Key assigned personnel to Company 4. Payments for each of the last five years and scope of work undertaken. 5. Copies of all agreements with such auditors.

E. List of all attorneys used by the Company within the last five years including:

1. Name, address and telephone numbers. 2. Payments for last five years. 3. Copies of all agreements.

F. Records available for review: 1. Correspondence files with any federal, state or other government agency concerning benefit plans, employees or any other personnel matter. 2. Personnel files for all current and former employees. 3. A detailed payroll print‑out of the salaries of all employees. 4. All collective bargaining agreements, if any, stock option, a. Profit‑sharing, pension, bonus incentive or other similar b. Compensation or retirement plans or arrangements and any IRS c. Determination letters relating thereto. 5. Copies of all Company sponsored benefit plans (including but not limited to life, medical, or dental insurance) or the terms thereof (including expense accounts and allowances by each employee).

XI. Distributors, Sales Representatives, Customers, Prospects and Suppliers

Copies or Lists of:

1. List of current customers, including: primary contact, address and telephone; date customer became a customer. 2. List of targeted potential customers and revenue expectations. 3. Monthly sales/revenue by customer and by product or service provided for last two years. 4. All credit memos issued for last two years by customer. 5. Customer terminations for last two years and reason for termination. 6. All business sold but not yet closed (deals about to close). 7. All principal suppliers and amounts of purchases. 8. Current rates paid by customer. 9. Sales and marketing literature. 10. Standard purchase-order or other forms. 11. All outstanding purchase orders. 12. All purchase commitments and long-term supply agreements. 13. A list of all distributors and sales representatives, the approximate length of time each has been a distributor or sales representative and the territory of each.

XII. Taxes

Copies of:

1. Summary list of all taxes to which the Company is subject (including sales and use taxes, franchise taxes, gross receipts, personal property, excise, etc.) and a copy of your current tax calendar. 2. Copies of all federal and state tax returns for the last five years (including, without limitation, income taxes, sales and use taxes, franchise taxes and payroll taxes), together with all exhibits and schedules thereto. 3. A schedule indicating the dates any federal, state or local tax returns have been examined by the respective taxing authority.

for assessment of income taxes.

Company since inception for all applicable taxes.

Current audits for the Company.

any taxing authorities concerning any investigation or audit of tax liabilities since inception, including any liabilities or penalties assessed. 10. Deferred tax schedules for the Company. 11. Tax sharing and other similar agreements to which the Company is a party. 12. Copies of any legal or tax opinions received by the Company from outside advisors such as, but not limited to, attorneys and accountants.

XIII. Proceedings/Judgments/Litigation/Government Investigations

Copies or descriptions of:

1 All pending or threatened litigation, investigations, non-asserted claims, outstanding and orders. 2. A list of all pending and threatened claims and litigation, all administrative or governmental proceedings and all completed proceedings involving a claim for relief against the Company, its officers or director and copies of correspondence and pleading relating thereto. 3. A list of all notices, citations, investigations or similar proceedings related in any way to the Company which may reasonably be expected to result in litigation. 4. Copies of all counsel’s letters to the Company with respect to claims made, litigation, contingent liabilities and other matters. 5. All judgments or settlement agreements for the last three years. 6. All legal bills for the last three years. 7. Indemnification agreements, or indemnification provisions in any material agreements not otherwise provided, to which the Company or a subsidiary is a party. 8. All “litigation” letters which have been sent to auditors in connection with any fiscal year-end or interim audit during the last five years 9. All active litigation files, including letters asserting claims, complaints, answers, discovery, etc.

currently in effect.

during the last five years involving the Company, or its subsidiaries.

Company or any subsidiary and the resolution of any such claims.

behalf of the Company or its subsidiaries during the last five years.

threatened against the Company or its subsidiaries during the last five years, including but not limited to: tax audits, safety and health inquiries, OSHA or EEO investigations – if in the U.S..

threatened against the Company or its subsidiaries during the last five years, including tax audits, safety and health inquiries, OSHA or EEO investigations – pertains to companies only in the U.S.

Company or any officer and director within the last seven years.

XIV. Insurance

1. A schedule of all insurance covering the Company and their employees, copies of such policies and copies of any claims made by or on behalf of the Company and any communication with respect thereto. 2. Copies of all business and employee benefit insurance policies.

XV. SEC Filings, Etc. [if applicable, as a SEC fully reporting company]]


1. All reports (10-Q’s, 10-K’s, 8-K’s), proxy statements, registration statements, if any, and any other documents filed by the Company with the Securities and Exchange Commission (including exhibits) or with any other regulatory agency since the Company’s incorporation (If voluminous, please initially provide a complete list of all reports filed by the Company with the SEC), including all correspondence to or from the SEC, any State securities commission, or Financial Industry Regulatory Authority (FINRA). 2. Annual or quarterly financial statements since the Company’s inception (unless copies of the same have been produced in its SEC Annual and Quarterly Reports). 3. Recent officer and director questionnaires.

XVI. Environmental [applicable only if a business must comply to local environmental reporting regulations]

1. All communications to and from, and all filings and agreements with, any federal, state, local or foreign departments of natural resources, waste control and sewage commissions, pollution and other environmental enforcement agencies. 2. All licenses, permits and agreements or similar documents relating to the disposal of effluent and liquid solid wastes, including permits, stipulation agreements, licenses and agreements. 3. All documents constituting the employee right-to-know hazardous. communication standard (or spill prevention control and countermeasure) plan. 4. All documents comprising pending or asserted notices of violations or likely to be asserted environmental claims. 5. All OSHA or other governmental citations, complaints, notices of violations and stipulations. 6. All documents constituting or relating to the company’s shipment off-site, disposal and/or recycling of hazardous substances, if any. 7. All litigation files relating to environmental matters. 8. All documents relating to above-ground and underground storage tanks, if any, including UST notifications and registration numbers, inventory records, tank tightness testing programs and construction and maintenance records. 9. All documents constituting or related to any environmental audit, survey or examination of any owned or leased property, including environmental audits, asbestos and radon audits and documents relating to PCB use. 10. Insurance policies which may provide coverage for environmental claims, including comprehensive general liability policies. 11.List of any hazardous substances used or disposed of (in the past or presently) on the Company’s or its subsidiaries premises (leased or owned). 12.All agreements with adjacent property owners providing access to such property for purposes of conducting environmental testing or taking remedial measures. 13.All EPA generator ID numbers and all notifications of hazardous waste activities and compliance with RCRA.

XVII. Patents, Trademarks, Copyrights, Etc.

1. A list of all patents, trademarks, trade names, service marks and copyrights (federal, state, foreign and common law), and copies of all registrations Thereof and a statement as to each intangible asset value determination. 2. A list of all invention disclosures made and patent applications filed and a summary of the nature of the invention. 3. All licenses or intellectual property, whether as licensor or licensee, and all proprietary information, confidentiality and trade secret agreements 4. Copies of all correspondence from or to third parties regarding potential infringement of intellectual property rights of others or of the Company and all internal memos or external reports on possible infringement of rights of third parties or of the Company and its subsidiaries. 5. List of internet domain names, email domains and worldwide web addresses registered or otherwise operated or maintained by Company. 6. List of proprietary processes controlled by the Company and other trade secrets. 7. Copies of confidentiality and secrecy agreements or a copy of the sample form and list of employees who have signed it.

XVIII Licenses and Permits

A list of all licenses and permits (national county, local and foreign) that the Company or its subsidiaries are required to have obtained or maintained in order to engage in the type of business in which they are involved, and copies of all such licenses and permits that are not provided pursuant to any other item hereto

XIX. Banking

1. All credit and loan documents, notes and guarantees, security agreements, financing agreements, etc. 2. Any term loan facilities currently in place and support documents related to such agreements relating to current or future debt (including reimbursement) obligations for borrowed money, including agreements to acquire any such debt obligation of others or for a leasing transaction of a type required to be capitalized. signer, endorser, co maker, indemnitifor, or otherwise in respect of the obligation of any other person or entity.

including, for example, the type of instrument (commercial paper, certificate of deposit, etc.), name of issuer, amount, interest rate, maturity date, and custodian.


XX. Insurance Coverage; Workers’ Compensation and Unemployment Compensation

deductibles. 2. All insurance policies (including all product liability, property, public liability, business interruption, workers’ compensation, director and officer indemnification and “key man” policies), binders and self-insurance authorizations, and all related financing and indemnification agreements 3. A schedule of names and addresses of the insurers, the expiration dates thereof and the annual premiums and payment terms thereof with respect to the foregoing. 4. A description of workers’ and unemployment compensation experience and experience rating. . 5. List and brief description of all resolved claims and unresolved claims under the Company's insurance policies for the past five years.

XXI. A synopsis of the Company’s products (including product literature), current market, size and composition plus current competitors and market trends, plus copies of any Third Party market research reports. Also describe the Company’s current market position and any contemplated adjustments thereto, including new product introductions.

In addition, please provide a list of all direct and indirect subsidiaries of the Company (including a list of names and jurisdictions of incorporation plus permits of the Company’s subsidiaries and percentage and method of ownership by the Company, its directors, officers and other subsidiaries) and where applicable above, please supply such documentation for such subsidiary (providing a separate response for the parent and each subsidiary). If there are other documents of a material nature that are not covered by the list, these too should be made available to us upon request.

I hereby certify that the answers and information provided above is complete, true and accurate.

[Name of Company and Officer signing]

[Corporate Officer and Title]


Footnote A: IRS

Income tax returns

Footnote B: SEC

This includes the following types of documents (although it may not be all inclusive):

2.) Office Records: Retention Period: Three years; during the first two years the records must be kept in a readily accessible place Includes the following:

3.) Other Records Retention Period: Six years; during the first two years the records must be kept in a readily accessible place Includes the following:

4.) Compliance Records, if entity is publicly-traded Retention Period: Three years after the termination of use of the manual Firms must keep copies of each compliance, supervisory, and procedure manual, including any updates, modifications, and revisions, which describe the policies and practices of the firms with respect to compliance with applicable laws and rules, and supervision of the activities of associated persons. This includes supervisory procedures, supervisory control procedures, training plans and other procedural manuals maintained by the firm relative to its business. 5.) Associated Person Records: Retention Period: Three years after the associated person has terminated employment and all other connections with the firm Includes:

6.) Associated Person Compensation Records: Retention Period: Three years; during the first two years the records must be in an easily accessible place Includes:

7.) Customer Account Records: Retention Period: Six years after the closing of the account or the date on which the information was replaced or updated, whichever is earlier This would include new account forms or other account/relationship opening documents that include information as required in SEC Rule 17a-3(a)(17), documents evidencing the broker-dealer updated account information at least every 36 months, records of changes in address or investment objective, and any customer agreements and evidence copies of such that were provided to the customer. If you have questions regarding the books and records rules, please contact your Compliance Partners account manager or one of the compliance specialists at Regulatory Compliance at 603-434-3594; 603-434-3594.

Word Document version.