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[Name and address of Target’s Counsel] and address of Target’s
Dear [Attorney]: Dear [Attorney]:

The The following is a list of certain documents that we would like to review in connection is a list of certain documents that we to review in connection with the proposed acquisition of [Name of Target] (the “Company”). During the course of our the proposed acquisition of [Name of Target] (the “Company”). During the course due diligence documents meeting the specifications of the following due diligence review, additional documents meeting the specifications of the following list may may come documents be forwarded to us. come into existence. If this occurs, we ask that copies of such documents be forwarded to us. In existence. If this occurs, we ask addition, is likely that some of the items requested addition, it is likely that some of the items requested do not exist or are not applicable to the not exist or are not applicable the Company. If this is the case, please so indicate in your response as set forth in Company. If this is the case, please so indicate in your response as set forth in this request. We further ask that all responses to this memorandum be in writing and directed to the attention ask all responses to this memorandum be in writing and of [Attorney’s name and firm’s address]. [Attorney’s name and firm’s address].

Whenever Whenever we have requested aadocument with respect to thethe Company, such have requested document with respect to Company, such be furnished with respect to any subsidiaries, affiliates, predecessors document also should be furnished with respect to any subsidiaries, affiliates, predecessors also or acquisition candidates of the Company that are or are expected to be significant. In In acquisition candidates the Company that are or are expected to be significant. addition, please provide draft documents whenever final documents have not yet been please draft documents whenever final documents have not yet been executed.
Previously Provided Provided
Provided Provided Herewith

To Be Provided Provided

N/A

(1) Governing Instruments; Minutes of Board Governing Instruments; Minutes of Board and Stockholder Actions:
a. a.

Certificate of Incorporation and Bylaws of the Company, as amended to date. the Company, as amended to date.

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b. b.

Minutes of the Board of Directors, any Minutes the Board of Directors, any committees of the Board of Directors and of the Board committees Directors and the stockholders of the Company, the stockholders of the Company, including, to the extent available, including, to the extent available, all materials distributed to attendees of any materials distributed attendees of any such meetings. such meetings. written consents the Board of All written consents of the Board of
Directors and stockholders. Directors and stockholders.

c. c.

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d.
e. e.

Notices of all meetings of the Board of Notices of meetings of Board Directors and stockholders. Directors and stockholders.

Stock books, stock ledgers and other Stock books, stock ledgers and other records stock issuances the records of stock issuances ofof the Company. Company.

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Previously Provided Provided

Provided Provided Herewith

To Be Provided Provided

N/A

f.

A list of the states and countries in which list of the states countries in

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the Companyis or is expected to be the Company is or is expected be qualified to do business. qualified to do business.

g. g.

Company organization charts and Company organization charts and management organization charts including management organization charts including title, function and responsibility. function and

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h. h.

any to documents relating documents relating to any restructuring of the Company, including of the Company, including restructuring agreements, merger acquisition merger agreements, agreements and all correspondence with agreements and all correspondence predecessor any stockholders of stockholders any predecessor companies regarding such restructuring. such restructuring. companies

All

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i.
(2)

All business plans of the Company. All business plans of the Company.

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Securities Matters; Securities Matters; Stockholder Communications:
a. a.

Schedulessetting forth all issuances or Schedules setting forth issuances grants of stock, options and other equity grants stock, options other equity securitiesof the Company, listing the securities of the Company, listing the names of the issuees or grantees, the names of the issuees or grantees, the amounts issued or granted, the dates of the amounts issued or granted, the dates of the issuances or grants, and the consideration issuances or grants, and received by the Company in each case. received by the Company in each case.
Schedules of current record and beneficial and Schedules of owners of shares of stock of the Company, owners shares of the Company,

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b. b.

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including addresses, tax identification including addresses, tax identification numbers and number of shares owned, numbers and number shares owned, including the number of vested and including the number of vested and unvested shares and the vesting schedules. unvested shares and the vesting schedules.
c. c.

Schedulesof all options and warrants Schedules of options and warrants currently outstanding, including names currently outstanding, including names and addresses the holders, and addresses of the holders, taxtax identification numbers, the number of identification numbers, the number options/warrants held by each, the exercise options/warrants held by each, the exercise prices and vesting schedules. Indicate if prices and vesting schedules. Indicate if vesting of any such options/warrants will vesting such options/warrants will acceleratein connection with a merger or accelerate in connection with change of control of the Company. change of control of the Company.
Agreements relating to the purchase or Agreements relating to the purchase sale by the Company of securities (equity sale by Company securities or debt), including stock option plans, or debt), including stock option plans,

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d. d.

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Previously Provided Provided stock options agreements and registration agreements and rights.
e. e.

Provided Provided Herewith

To Be Provided Provided

N/A

Any stockholder, voting, right of first Any stockholder,voting, right of first refusal, registration or other agreement refusal, registration or other agreement with respect to the capital stock of the respect to the capital stock the Company. Company.

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f.

All subscription agreements and other All subscription agreements and other documentsrelating to the issuance of documents relating to the issuance securities by the Company. securities by the Company.

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g.

All legal opinions given in connection All legal opinions given in connection with the offer or sale of any securities of the offer or sale of any securities the Company, including issuances of the Company, including issuances securities in mergers and acquisitions. securities mergers and
Permits or other state or Federal securities Permits or other state or Federal securities

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h. h.

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law filings for issuance or transfer of the filings for issuance transfer the Company’s securities, including Form D’s Company’s securities, including and all other forms filed to qualify for an and all other forms filed an exemption under the Securities Act and/or Securities under laws, blue-sky including all correspondence and memoranda related and memoranda related correspondence thereto. thereto.

i.
j.

The stock books of the Company and The stock books the Company and samples of stock certificates. of stock certificates. samples
All communications with stockholders, All communications with stockholders, including, but not limited to, information including, but not to, information statements. statements.

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(3)

Present Indebtedness:
a. a.

A schedule summarizing short-term and schedule summarizing short-term and long-term debt (including inter-company long-term debt (including inter-company debt) and capital lease obligations of the debt) and lease obligations the Company (setting forth the obligor, the (setting forth the obligor, the Company lender, principal amounts outstanding, lender, principal amounts outstanding, interest rates and maturity dates, or, in the interest rates and maturity dates, or, case of capital lease obligations, payment case of lease payment schedules, for each item). schedules, for each item).

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b. b.

All agreements and other documents All agreements and other documents evidencing, securing or otherwise relating evidencing, securing to any outstanding any outstanding or or proposed proposed indebtedness of the Company or any indebtedness of the Company or any

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Previously Provided Provided indebtedness of any person as to which the indebtedness of any person as to which the Company may be a surety or guarantor, or Company may be guarantor, or

Provided Provided Herewith

To Be Provided Provided

N/A

as to which ititmight otherwise become as which might otherwise become liable.
c. c.

All agreements and letters confirming All agreements and letters confirming available or outstanding lines of credit. lines

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d.

All

correspondence correspondence

with

lenders, lenders,

including all compliance reports submitted including all compliance reports submitted by the Company or its public accountants. by the Company or its public accountants.
e. e.

Schedule of all liens and encumbrances Schedule of all liens and encumbrances against the Company’s assets or stock. against the Company’s assets or stock.

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(4)

Contracts; Material Information: Contracts; Material Information:
a. a.

All agreements relating to acquisitions, All agreements relating to acquisitions, dispositions or mergers that have been dispositions or mergers have been effected or proposed by the Company. effected or proposed the Company. Please include Please include allall due diligence due diligence summaries, executive summaries, and summaries, executive summaries, and financial analyses prepared by the financial analyses prepared by the Company connection with such Company in connection with such acquisitions, dispositions or mergers. acquisitions, dispositions or mergers.
All documents relating to joint ventures, All documents relating joint ventures, partnerships and consulting agreements to and consulting agreements to partnerships which the Company is currently a party or anticipates becoming a party. anticipates becoming a party.

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b. b.

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c. c.

Schedule of all licensing agreements Schedule of all licensing agreements (sorted by in-bound and out-bound (sorted by in-bound and out-bound licenses) and technical cooperation licenses) and technical cooperation agreements. Provide copies of each agreements. Provide copies each agreement. agreement.
All research and development agreements. All research and development agreements.

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d.
e. e.

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All employment, consulting or severance All employment, consulting or severance agreements between the Company and agreements between the Company and membersof the Board of Directors or members of the Board Directors or management of the Company. management of the Company.

f.

All contracts with major manufacturers, All contracts with major manufacturers, suppliers, distributors and customers. suppliers, distributors and customers.

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Previously Provided Provided

Provided Provided Herewith

To Be Provided Provided

N/A

g.
h. h.

Schedule of major competitors by product. Schedule of product.
All agreements between the Company and All agreements between the Company and

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any health care practices affiliated or any health care practices affiliated or doing business with the Company. doing business with the Company.

i.

All agreements relating to restrictions All agreements relating to restrictions upon competition or restricting upon competition or restricting or or purportingto restrict the ability of the purporting to restrict the ability the Company to engage in any type of Companyto engage in any type of business or to operate in any geographic business or operate any geographic area. area.
All agreements with any government or All agreements any government government agency. government agency. secrecy, secrecy, nondisclosure nondisclosure Company. Company.

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j. k.

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All

confidentiality agreements of agreements

and and the the

l.
m. m.

All material contracts made otherwise than All material contracts made in the ordinary course of business. in the ordinary course of business.

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Any other material contract to which the other material contract the Company is a party and any other Company is a party and any other documents containing any restrictions on documents containing any restrictions financing, borrowing or the issuance or financing, borrowing the issuance offering of any securities of the Company. offering of any securities of the

n. n.

Any agreement containing provisions agreement containing provisions regarding a “change of ownership or regarding a “change of ownership or control” of the Company. control” of the Company.

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(5)

Insider Transactions:
a. a.

All agreements or contracts, including a All agreements contracts, including a description of any transaction, between the description of any transaction, between the Company and any officer, director, Company and any officer, director, stockholder or affiliate, or a member of the affiliate, or a member immediate family of any officer, director immediate family any officer, director or stockholder of the Company, or any stockholder the Company, any other entity controlled an officer, other entity controlled by an officer, director or stockholder of the Company. of the
All documents relating to any loans made All documents relating to any loans made

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b. b.

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or contemplated by the Company to, or contemplated by the Company to, guaranteesmade by the Company on guarantees made by the Company on behalf of, any officer, director, stockholder director, stockholder

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Previously Provided Provided or affiliate, or a member of the immediate affiliate, or a member of the immediate

Provided Provided Herewith

To Be Provided Provided

N/A

family of any officer, director family of any officer, director or

or

stockholder of the Company, or any other stockholder any other entity controlled by an officer, director or stockholder of the Company. stockholder the Company.

(6)

Legal Proceedings and Compliance: Proceedings and Compliance:
a. a.

arbitration or proceedings or administrative proceedings investigations to which the Company is or investigations was a party, together with the name of the together with was a

List List ofof legal, legal, all all

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court or agency, the date instituted, court or agency, the date instituted, principal parties thereto, a description of parties thereto, a description the factual basis alleged to underlie the the factual basis alleged underlie the proceedingsor investigations and the proceedings or investigations and the relief sought. Please include similar sought. Please include similar information as to any such proceedings, information as to any such proceedings, investigations or claims known to be investigations or claims known to be contemplated or threatened by any private contemplated threatened by or governmental authority.
b. b.

Documentation and pleadings relating to Documentation and pleadings relating any lawsuit, including names and any lawsuit, including names and addresses ofall law firms handling the addresses of all law handling the litigation.

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c. c.

Schedule of Schedule of allall consent decrees, consent decrees, settlements judgments, judgments, settlements and other and other

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dispositionsof any legal, arbitration or dispositions of any legal, arbitration administrative proceeding pursuant to administrative proceeding pursuant which the Company has continuing or which the Company has continuing or contingent obligations of a material nature contingent a material nature or requiring prohibiting future or requiring or or prohibiting future activities.

d.

Correspondence,memoranda or notes Correspondence, memoranda or notes concerning any dispute with concerning any dispute with any any employee, supplier, competitor employee, supplier, competitor or or customer regarding any claim for an customerregarding any claim for an amount in excess of $10,000 or any claim amount excess of $10,000 or or potential claim as to the licensing or use or potential claim as to the licensing or use of technology.

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Previously Provided Provided
e. e.

Provided Provided Herewith

To Be Provided Provided

N/A

Correspondence between the Company or Correspondence between the Company or

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the Company’s attorneys and auditors the Company’s attorneys and auditors regarding threatened or pending litigation, threatened or pending litigation, claims or assessments. claims or assessments. f.

Correspondence, memoranda or opinions Correspondence, memoranda or

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of the Company’s attorneys as to any the Company’s attorneys as any pending or threatened litigation against the pending threatened litigation against the Company. Company.
g. g.
h. h.

Correspondence,memoranda or notes Correspondence, memoranda or notes concerning contract violations. Correspondence,memoranda or notes Correspondence, memoranda or notes regarding any claim or potential claim regarding any claim potential claim involving the prior employment involving the prior employment or or inventions of any employee or consultant inventions any employee or consultant of the Company. of the Company. Correspondence,memoranda or notes Correspondence, memoranda or notes regarding any claim or potential claim regarding any claim potential claim involving a key supplier, distributor or involving key supplier, distributor or customer of the Company. customer of the Company. Correspondence,memoranda or notes Correspondence, memoranda or notes concerning inquiries from federal or state concerning inquiries federal or state governmental entities or any other agency governmental other agency regarding compliance with any law, rule regarding compliance with any law, or regulation.

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i.

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j.

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k.

Opinions or other assessments of the Opinions other assessments of the Company’s attorneys concerning the Company’s attorneys concerning the potential effects of any significant potential effects of any significant proposed or pending change in any state or proposed or pending change in any state or federal law, rule or regulation.
Correspondencewith, and the Company’s Correspondence with, and

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l.

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attorneys’ responsesto, audit inquiries attorneys’ responses to, audit inquiries from accountants. from accountants.
m. m.
n. n.

Documentation relating to compliance Documentation relating compliance with health, safety and civil rights laws. and civil with health,
Settlement documents and release Settlement documents and release agreements. agreements.

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Previously Provided Provided

Provided Provided Herewith

To Be Provided Provided

N/A

(7)

Matters: Employee/Labor Matters:
a. a.

List of all employees, including each List of all employees, including each employee’s address, social security employee’s address, social security number, job title, location, hire date and number, job location, hire date and base salary. base salary. []

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b. b.

Schedule of compensation paid to officers, Schedule of compensation paid to directors and key employees (salary, directors and key employees (salary, benefits, bonuses, noncash compensation). benefits, bonuses, noncash compensation).

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c. c.

All collective bargaining contracts with All collective bargaining contracts any unions any unions oror other organizations other organizations representing employees of the Company. representing employees of the Company.
All retirement plans or other benefit plans All retirement plans or other benefit plans provided for employees of the Company, provided employees the Company,

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d. d.

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including any employee profit sharing, including employee profit sharing, bonus, stock option or other similar bonus, stock option or other similar incentive plans. incentive plans.
e. e.

Employment, noncompetition or other Employment, noncompetition or other agreements with employees, including agreements with employees, including noncompetition or similar agreements noncompetition or similar agreements between any key employee and a party between any key employee and a party other than the Company. other than the Company.
All written employee policies, guidelines All written employee policies, guidelines and rules. and rules.

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f. g.

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Correspondence,memoranda or notes Correspondence, memoranda or notes regarding any labor or employment regarding any labor or employment disputes. disputes.

h. h.

Copies all releases executed by Copies of all releases executed by employees in the past three years. employees in the past three years.

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i.

description any and all strikes, A description of any and all strikes, lockouts, slow downs and other labor lockouts, slow downs and other labor disruptions at any of the Company’s disruptionsat any of the Company’s facilities and any claim of unfair labor facilities and any claim unfair labor practices or petitions filed with the practices or petitions filed with the National Labor Relations Board with National Labor Relations Board with respect to workers at the Company’s respect to workers at the Company’s facilities. j.

Employee turnover analysis: turnover by Employee turnover analysis: turnover function for last two years, itemization of last two years,

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Previously Provided Provided management managementlosses and reason for losses and reason for departure. departure.

Provided Provided Herewith

To Be Provided Provided

N/A

k.
(8)

Biographies/resumes of key personnel. Biographies/resumes key personnel.

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Customers/Suppliers:
a. a.

Schedule current customers Schedule of current customers byby geography and type of customer. geography and type of customer.

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b. b.

List of top 25 customers, including length of top 25 customers,

relationship and annual revenues of relationship and annual revenues received from such customer in the last received from such customer in last three years. three years.
c. c. Schedule of major suppliers, distributors Schedule of major suppliers, distributors and manufacturers. and manufacturers.

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(9)

Products and Services: and
a. a.

A description of all products created, description of all products created, manufactured, licensed, sold or distributed manufactured, licensed, sold or

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by the Company, including software by the Company, including software products, whether such manufacture, products, whether such manufacture,

license, sale or distribution is currently license, sale or distribution currently being provided, was provided in the past being provided, was provided the past or is currently contemplated (collectively, currently contemplated the “Products”).
b. b.

All warranty agreements relating to the All warranty agreements relating the Products. Products.
Schedule of percentage of sales by each Schedule of percentage of sales each major Product for the last three years and for the last three years and forecasts for the current year. forecasts for the current year.

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c. c.

d. d.

List of new Products which are expected of new Products which are expected to be introduced in the next two years and the next two years and a forecast of revenues for these Products. forecast of revenues for these Products. a

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e. e.

A description of all services provided by description all services provided the Company, whether such services are Company, whether such services are currently being provided, were provided in the past, or are currently contemplated the past, or are currently contemplated (collectively, the “Services”).

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Previously Provided Provided

Provided Provided Herewith

To Be Provided Provided

N/A

(10) Software:
a. a.

For each software product used at any For each software product used at any time by the Company to develop Products, time by the Company to develop Products, and all third party software that is or has and party software or has been licensed, used or possessed by the been licensed, used possessed by the Company, please: (a) identify such Company, please: (a) identify such software product and the owner or licensor software and of such product, (b) identify the number of product, (b) copies of such software used, (c) identify identify copies used, all independent contractors and other third and other third independent parties who have or have had access to the parties who have or have had access to the Company’s copies of such software, and Company’s copies such software, and (d) state the number of employees who state the number employees have access to such software. Provide have access to such software. Provide copies of all agreements to which the copies of all agreements to which the Company is a party relating to such Companyis a party relating to such software. software.
Identify (by product name, product version Identify (by product name, and owner) all third party software that is and owner) party software

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b. b.

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or has been distributed along with or has been distributed along with
Products and Services and describe the Products and Services and describe the circumstancesunder which such third circumstances under which such third party software is or was so distributed. To is or was so distributed. the extent not previously provided, the extent not previously provided, provide copies of all agreements granting copies all agreements the Company the right to distribute such the the Company to distribute such software. software.
c. c.
For any software and documentation used any software and documentation used by or in the possession of the Company, or in the possession the Company,

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but not owned by or licensed to the but not owned by or licensed to the Company, state the basis Company, state the basis forfor the the
Company’s right to use or possess such Company’s to use or possess such materials. materials.

(11) Intellectual Property Rights Generally: Property
For purposes of this request list, the term For purposes of this request list, the term
“Intellectual Property” means any United States or “Intellectual Property” means any United States

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foreign letters patent, patent application, foreign letters patent, patent application, trademark, trade name, service mark, brand name, trademark, trade name, mark, brand name, logo, other trade designation (including other trade designation

unregistered names and marks), trademark and unregistered names and marks), trademark and service mark registration or application, copyright, service mark registration or copyright registration or application, invention, copyright registration application, invention, trade secret, software, computer program or source trade secret, software, computer program or source

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Previously Provided Provided code, engineering know-how, and customer or code, engineering know-how, and customer supplier information.
a. a.

Provided Provided Herewith

To Be Provided Provided

N/A

Copyrights.

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1. Schedule of all United States and Schedule all United States and foreign copyright registrations (and foreign copyright registrations (and applications therefor) owned by the applications therefor) owned by the Company. Company.

2. Identify all licenses granted by the Identify all licenses granted the Company relating Company relating to Products and Products and
Services, Services, including customer licenses, customer licenses, and provide copies and provide copies of each identified each license. license.

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3. For any copyrighted work identified For any copyrighted work identified pursuant to 1. above that is not owned pursuant above that by or licensed to the Company, state or licensed to the Company, state the basis for the basis for the Company’s right to Company’s right use the work. use the work.
b. b.
Trademarks/Service marks. Trademarks/Service marks.

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1. List allall trademarks/service marks, List trademarks/service marks, trademark/service mark registrations trademark/service mark registrations or pending applications owned by the pending applications owned the Company (both foreign and domestic). (both foreign and domestic). Company

2. List all unregistered trademarks used 2. List all unregistered trademarks used by the Company in connection with the Company connection the marketing, the marketing, promotion and sale of sale the Products and Services. the Products and Services.

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3. List all tradenames used by the List all tradenames used by the
Company.
c. c.
Patents. Patents.

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1. Identify Identify

patented and all patented and patent-applied-for technology relating patent-applied-for technology to Products and Services, including Products and Services, including copies of the Company’s copies of the Company’s file history history for each identified patent or patent each identified patent or patent application owned by the Company application owned the Company and all related ownership and license and related ownership and license documents. documents.

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Previously Provided Provided
2. For each of the identified patented and 2. each the identified patented and technologies, patent-applied-for technologies, identify all related patents and patent identify all related patents and patent applications, domestic or applications, domestic or foreign, and and identify the ownership of the patents the ownership of the patents and patent applications, and patent applications, including the the chains of title of each. chains title of each. 3. For each identified patent or patent 3. For each identified patent or patent application, provide the name of each the name of each inventor and prosecuting attorney. inventor and prosecuting attorney. 4. Identify all patent licenses granted to 4. all patent licenses granted the Company or by the Company the Company or by the Company relating to any Product or Service and any Product or Service and provide copies each identified provide copies of each identified license and the Company’s file license and the Company’s file relating to each identified license, relating each identified license, including copies of all royalty and including copies of royalty and similar reports. similar reports. 5. For each identified patent not owned 5. each patent owned by or licensed to the Company, state or licensed to the Company, state the basis for the basis for the Company’s right to Company’s right use each such patent. use each such patent. Provided Provided Herewith

To Be Provided Provided

N/A

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6. Identify each patent of any third party 6. Identify each patent of any of which the Company knows may be which the Company knows may be or become the subject of a claim of become the subject of a claim patent infringement by the holder patent infringement by the holder of such patent with respect to any such patent with respect to any of the Products or Services. Products or Services. d. d.
Other Intellectual Property.

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1. To the extent not identified above, To the extent not identified above, identify all Intellectual Property used all Intellectual Property used in connection with the Products and connection with the Products and Services, together any with Services, together any documentation thereof. thereof. documentation

2. Describe the Company’s activities Describe the Company’s activities involving export compliance for the export compliance the Products. Products.
3. With respect to each country in which 3. With respect to each country in which Products have been delivered, directly Products have been delivered, directly or indirectly, or Services provided, or indirectly, or Services provided,

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Previously Provided Provided state what actions have been taken to state been taken

Provided Provided Herewith

To Be Provided Provided

N/A

protect the Company’s Intellectual protect the Company’s Intellectual Property and provide copies of all Property and provide copies of documents regarding such efforts. documents
4. Identify and provide copies of all 4. Identify and provide copies of source code/technical material escrow source code/technical escrow agreements to which agreements to which the Company is Company either either a party (whether as licensor or (whether as licensor beneficiary) or a beneficiary) or a thirdthird party party beneficiary related to any of the beneficiary related to any of the Products or Services. Products or Services. 5. List any proprietary process controlled 5. List any proprietary process by the Company and other trade by the Company and other trade secrets. secrets. 6. Identify and provide copies of the 6. Identify and provide copies of the Company’s current policies and Company’s current policies and practices with respect practices with respect to protecting its Intellectual Property. 7. Provide any correspondence from 7. Provide any correspondence from third parties regarding potential third parties regarding potential infringement of the Intellectual infringement of the Intellectual Property rights of others. Property of others.

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(12) Intellectual Property Agreements: Intellectual Property Agreements:
a. a.

Identify all other agreements and contracts Identify all other agreements and contracts

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to which the Company is a party or is which the Company is a party or is bound relating to the ownership, use or bound relating the ownership, use exploitation of any Intellectual Property, exploitation any Intellectual Property, together with copies thereof, including any thereof, together with agreements, maintenance security security agreements, maintenance agreements, royalty agreements or other agreements, royalty agreements or other payment obligations. payment
b. b.

Identify all marketing, license, sales, Identify all marketing, license, sales, franchise, franchise, reseller and distribution reseller and distribution materials or agreements that have been materials agreements that have been used by the Company to market, license, used Company market, license, sell, franchise, resell or distribute any of sell, franchise, resell or distribute any the Intellectual Property relating the Intellectual Property relating toto Products and Services together with copies Products and Services together with copies thereof. thereof.

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Previously Provided Provided
c. c.

Provided Provided Herewith

To Be Provided Provided

N/A

Copies of (i) assignment of inventions Copies assignment inventions agreements and agreements and (ii) confidentiality/nondisclosure/proprietary information agreements with employees, agreements with employees, consultants or other persons. consultants or other persons.

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(13) Financial Matters:
a. a.
Accountants’ reports to management. Accountants’ reports to management.

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b. b.

Audited financial statements (balance Audited financial statements (balance sheet, income statement, statement of cash sheet, income statement, statement of cash flows and statement of changes flows and statement of changes inin financial position) since the date of financial position) since the date of inception. IfIf auditedfinancial statements inception. audited financial statements are unavailable, please supply unaudited are unavailable, please unaudited financial statements. financial statements.
List of banks or other lenders with whom of banks other lenders the Company has a financial relationship, Company has a including a brief description of such including a brief description of such relationship.

c. c.

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d.

Any current internal financial projections current internal financial projections (profit and loss, cash flow, capital (profit and loss, cash flow, capital expenditures, etc.), forecasts or budgets. expenditures, etc.), forecasts or budgets.

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e. e.

letters All letters

from the Company’s from the Company’s independent public accountants to the independent public accountants to the Company regarding control systems, Company regarding control systems, methods of accounting, etc. of the methods of accounting, etc. of the Company and any management replies Company and any management replies thereto. thereto.

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(14) Tax Matters:
a. a.

Correspondence,memoranda or notes Correspondence, memoranda or notes concerning inquiries from state or federal concerning inquiries state federal tax authorities. tax authorities.
Federal and state tax returns for the last Federal and state tax returns for last three years. three years.

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c. c.

Forms 940 and 941 for current year and Forms 940 and 941 current year and payroll registers related thereto; details payroll registers related thereto; details concerning stock option exercises (taxable option exercises spread, taxes withheld and remitted). spread, taxes withheld and remitted).

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Previously Provided Provided

Provided Provided Herewith

To Be Provided Provided

N/A

d.

Change in control (“golden parachute”) Change in control parachute”) agreements with senior management. agreements with senior management.

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(15) Regulatory Matters:
a. a.

All regulatory filings, licenses, permits, All regulatory filings, licenses, permits, consents and regulatory approvals required consents and regulatory approvals required to enable the Company to conduct its enable the Company to conduct its business. business.
Material correspondence,if any, alleging correspondence, if any, violations of or requesting compliance by of or requesting compliance the Company with any law, regulation, the Company any law, regulation, etc. or requests for information pursuant to requests for information interstate commerce laws, antitrust laws, interstate commerce laws, antitrust laws, securities laws, environmental laws, securities laws, environmental laws, worker safety laws (OSHA), etc. etc.

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b. b.

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(16) Real Property: Property:
a. a.

All deeds and other real property title All deeds and other real property documents. documents.
Documentation regarding the purchase or Documentation purchase transfer of real property. transfer real
All leases and subleases of real property. All leases and subleases of real property.

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b. b.

c. c.

d.

All leases for personal property, including All leases personal property, significant manufacturing equipment, manufacturing equipment, computer hardware and other equipment, computer hardware other equipment, furniture and automobiles. furniture and automobiles.

e. e.

Itemized list of all easements, liens, Itemized list of all easements, liens,

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restrictions, violations, covenants and restrictions, violations, covenants and agreements of any kind affecting any agreements of any kind affecting any property owned or leased the property owned or leased by by the Company, together with copies thereof. Company, together with copies thereof.
(17) Environmental Matters:
a. a.

Environmental surveys or reports prepared Environmental surveys or reports prepared by consultants on behalf of the Company. by consultants on behalf of the Company.

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Previously Provided Provided
b. b.
Any material documents pertaining to any Any material documents

Provided Provided Herewith

To Be Provided Provided

N/A

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orders or investigations involving the orders or investigations involving the Company by environmental Company by any any environmental regulatory or administrative body.

c. c.

All environmental reports and any other All environmental reports and any other memoranda, letters or documentation memoranda, letters or documentation relating to compliance with environmental environmental laws. laws.

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d. d.

schedule of the estimated capital A schedule of the estimated capital

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expenditures for environmental control expenditures for environmental control facilities for the remainder of the current for the remainder the current fiscal year and for the next two succeeding fiscal year and the next two succeeding fiscal years for the Company. fiscal years for the Company.
e. e.

A schedule of reserves established by the A schedule of reserves established

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Company for loss contingencies Company for loss contingencies inin connection with remediation or other connection with remediation or other environmental matters. environmental matters.

(18) Insurance:
a. a.

A schedule or summary description of all schedule summary description of insurance policies that the Company has in insurance that the Company has effect as of the date hereof or expects to be effect as of the date hereof or expects to be in effect in the future.

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b. b.

Copies of all agreements or documents Copies all agreements or documents relating to the Company’s insurance relating to the Company’s insurance policies.

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(19) Miscellaneous:
a. a.

news releases All news releases andand corporate corporate

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advertising, marketing or other product advertising, marketing or other product literature utilized during the last twelve literature utilized during the last twelve months and those proposed to be utilized months and those proposed to be in the future.
b. b.
Any internal operations manuals currently Any internal operations manuals in use. in use.

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Previously Provided Provided
c. c.

Provided Provided Herewith

To Be Provided Provided

N/A

A list of any plans for any acquisitions, list of any plans for any acquisitions, dispositions, mergers or consolidations, dispositions, mergers or consolidations, including previous negotiations including previous negotiations or or discussions held with respect thereto, or discussions held respect thereto, any changes in the business or products of in the business or products of any changes the Company. the Company.
Analyses of the Company or its industry Analyses of Company or industry prepared bankers, prepared by investment bankers, by investment engineers, management consultants, management consultants, engineers, accountantsor others, including other accountants or others, including other types of reports (financial or otherwise) or types reports memoranda relating to broad aspects of memoranda relating broad aspects the business, operations or Products of the the business, operations or Products the Company. Company.

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d. d.

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e. e.

Any material reports Any material reports filed filed with governmental agencies. governmental agencies.

with

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f.
g. g.
h. h.

Description of any backlog of orders for Description backlog orders
Products or Services. Products or Services.

Any written presentations to securities written presentations to securities analysts. analysts. audit reports covering pension, All audit reports covering pension, retirement or employee benefit plans of retirement or employee benefit plans the Company. the Company.

i.
j.

Indemnification agreements with officers agreements with and directors. and
Any other document or information which, Any other document or information

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your judgment, is significant with in your judgment, is significant with respect to the business of the Company or business of respect to which should be considered and reviewed should be considered

in making disclosures to prospective making disclosures to prospective investors regarding the business and investors regarding the business and financial condition of the Company. condition of the Company.

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