Diligence Checklist

1. Entity Documents

1.1. Jurisdiction – provide a schedule of each jurisdiction in which the Company or any of its subsidiaries (including corporations, joint ventures, partnerships, or other entities in which the Company has an interest) conducts business, including all locations where there are offices or other facilities and identification of the nature and function of each location and the street address of each location.

1.2. Organizational Documents – provide all charter documents, bylaws, or similar organizational documents of the Company and each of its subsidiaries.

1.3. Organization – provide a chart of legal entities under which the Company operates including all organizational relationships.

1.4. Ownership Records – provide all stock ledgers, capital accounts, and similar ownership records of the Company and each of its subsidiaries.

1.5. Minutes or Memorandum of Decisions – provide all minutes of all ownership, policy, operational, and executive meetings of the Company and each of its subsidiaries.

1.6. Reports – provide all reports issued by of the Company and each of its subsidiaries, whether issued to owners, managers, executives, or employees, or to regulatory, governmental, journalistic, or other unrelated parties.

2. Owner Agreements

2.1. Buy-sell Agreements – provide all agreements between owners regarding the transfer of ownership interests.

2.2. Voting Trusts – provide all agreements between owners regarding voting on decisions of the Company and each of its subsidiaries.

2.3. Management Agreements – provide all agreements regarding the management of the Company and each of its subsidiaries.

3. Regulatory Matters

3.1. Licenses and Permits – provide a complete and accurate list of all regulatory or governmental permits, licenses, or consents of the Company or any of its subsidiaries.

3.2. Registrations and Filings – provide all filings and related correspondence between by or between the Company or any of its subsidiaries and all federal and state governmental agencies and authorities having jurisdiction over the Company and its subsidiaries.

4. Facilities

4.1. Lease Agreement – provide for any facility not owned by the Company or a subsidiary of the Company the lease and all other related documents granting the right to use such facility.

4.2. Access or Use Agreements – provide all agreements relating to access or use of facilities.

5. Employment

5.1. Compliance with Statutes – provide A list of all pending or threatened claims or any potential liability relating to employment, compensation, benefits, discrimination, including before the EEOC, or to any possible violations of the Fair Labor Standards Act (FLSA), Workers’ Compensation, Unemployment and Disability Insurance, the Internal Revenue Code, ADEA, OSHA, IRCA, ERISA, COBRA, Drug-Free Workplace Act, Lie Detector Act, and other employment-related claims and litigation of any kind under any federal, state, local or foreign law, regulation or decision.

5.2. Employee Manual – provide master forms of all material relating to the Company or any of its subsidiaries distributed to employees generally, including all employee handbooks and policy manuals.

5.3. Employment Agreements – provide all Employment, consulting, severance, collective bargaining or non-competition agreements, including severance arrangements triggered upon a change of control.

5.4. Agreements with Key Personnel – provide all agreements with members of management, stockholders or key personnel other than employment or consulting agreements and a description of any special executive perquisites.

5.5. Officers and Directors – provide all Indemnification contracts, insurance, and similar arrangements for officers and directors.

5.6. Personnel Files – provide access to all personnel files and records.

5.7. Benefits – provide all schedules of bonus, retirement, profit sharing, incentive compensation, pension, stock option or purchase plans, sickness, disability, life insurance, health/medical/surgical/hospital, dental, vacation, relocation and other employee benefit plans or other fringe benefit programs and agreements of the Company or any of its subsidiaries, including all plan documents and other information provided to employees, together with any actuarial reports for any of the foregoing.

5.8. Compensation Histories – provide a schedule showing all compensation for officers and directors for the existence of the Company and all of its subsidiaries.

6. Balance Sheet

6.1. Assets – provide lists of all assets with serial numbers, identification marks, or other similar means of identification.

6.2. Title Documentation – provide documents evidencing title to the Company’s real property with related surveys, policies of title insurance, or title searches.

6.3. Appraisals – provide appraisals of any properties of the Company or any of its subsidiaries.

6.4. Intellectual Property – provide a list of all trademarks, service marks or copyrights issued or applied for, including the name of the record owners and the registration/application number; all U.S. and foreign trade names, and brand names; trademark/copyright licensing agreements (company as licensee or licensor; royalties paid out or received); infringement actions or challenges to ownership (pending or threatened); other agreements respecting trade secrets or condifential designs or information; and a list of all trade names whether current or discontinued.

6.5. Search – conduct complete searches in appropriate jurisdictions of the following:

6.5.1. UCC filings

6.5.2. Court Dockets

6.5.3. Secretary of State Business Records

6.5.4. Intellectual Property

6.5.5. Patent

6.5.6. Copyright

6.5.7. Trademark

6.5.7.1 Registered

6.5.7.2 Unregistered

6.5.7.3 Pending

6.5.7.4 Domain

6.5.7.5 International Records

6.6. Indebtedness

6.6.1. Credit – provide a summary of all credit activities and relationships.

6.6.2. Documentation – provide all agreements related to indebtedness for borrowed money or trade credit, including promissory notes, financing statements, subordination agreements, deeds of trust, and repurchase agreements.

6.6.3. Securities – provide all documentation relating to the issuance, purchase, and sale of corporate securities, including stocks, bonds, notes, rights, options, and warrants.

6.7. Financial

6.7.1. Complete Statements – provide Audited financial statements for last 3 years (on a consolidated basis and broken down by subsidiary, operating segment or division) and interim financial statements through current date (on a consolidated basis and broken down by subsidiary, operating segment or division).

6.7.2. Outstanding Debt – provide a schedule of the outstanding debt of the Company or any of its subsidiaries, as of a recent date (including capitalized leases), showing amounts, dates, maturities, and obligees.

6.7.3. Loan Agreements – provide a schedule of loan agreements, notes, or other debt instruments of the Company or any of its subsidiaries or to which their assets are subject.

6.7.4. Indemnification – provide a schedule of security agreements, trust indentures, mortgages, deeds of trust, guarantees, contingent obligations and indemnities of the Company or any of its subsidiaries or to which their assets are subject or granting the Company or any of its subsidiaries a security interest of the assets of others.

6.7.5. Contingent Liabilities – provide a list of contingent liabilities and estimated value, such as lawsuits, guarantees, purchase contracts, leaseholds, service contracts, benefit plans, warranties, and violations of Federal wage and hour laws, EEO rules and labor contracts.

6.7.6. Other Arrangements – provide a schedule of Agreements evidencing other financing arrangements involving the Company or any of its subsidiaries, including sale and leaseback arrangements, financing leases, letters of credit, repurchase agreements, lease-purchase agreements, installment purchases, bonds, etc.

6.7.7. Inter-company – provide a description of policies regarding intercompany allocations (and support therefor), corporate overhead charges and transfer policies.

6.7.8. Reports – provide all reports (“management letters” and “audit letters” and “score sheets”) of the independent auditors employed by the Company or its subsidiaries relating to management or accounting procedures for the Company and its subsidiaries and matters which arose during the course of audits during the last four years.

6.7.9. Forecasts – provide copies of all projections, forecasts and budgets (including capital budgets) prepared by or for the Company in the last two years, including all assumptions integral thereto and copies of all studies, reports, analyses, summaries or memoranda prepared by or for the Company in the last two years (for any purpose) relating to the Company’s business operations, prospects or financing.

6.7.10. Not in Ordinary Course of Business – provide a schedule of any unusual or non-recurring items included in income for the last 3 years; schedule of any unusual or non-recurring items included in income for the last 3 years; and an estimate of the value of any assets or potential liabilities not on the balance sheet.

6.8. Tax

6.8.1. Tax – provide Federal income tax returns and all attachments; a list of states where the Company and its subsidiaries do business; state and local and foreign income tax returns and all attachment, and other tax returns, including real property and tangible personal property, sales and use tax, license, intangibles and occupancy tax returns; all for the last 3 years for the Company and its subsidiaries.

6.8.2. Tax Litigation – provide A schedule of all to pending or threatened tax litigation or litigation resolved in last 3 years.

6.9. Environmental

6.9.1. Surveys – provide all reviews, audits, surveys, or similar procedures involving environmental concerns.

6.9.2. Consent Decrees – provide all written agreements, memorandums of understanding, or other similar documentation of agreements or understandings with regulators involving matters relating directly or indirectly to environmental concerns.

6.10. Contracts

6.10.1. Existing – provide a list of all agreements, whether express, implied, written, or otherwise, concerning the Company and its subsidiaries to the extent not provided above.

6.10.2. Defaults – provide a schedule of all defaults by the Company or its subsidiaries under any contract or agreement unless previously provided.

7. Miscellaneous – provide any other document or information material with respect to the business or which should be considered and reviewed in order to adequately disclose the Company's business, financial condition, and prospects to a potential purchaser.

8. Further Inquiries

8.1. Provide the names and contact information of persons who have the knowledge and authority to respond to questions concerning diligence inquiries.

8.2. Provide the name of the person to contact if the listed persons are not responsive to diligence inquiries.