Due Diligence Questionnaire

DUE DILIGENCE QUESTIONNAIRE

This questionnaire is intended to help us obtain basic information about your business in connection with [describe potential transaction]. Please answer the questions listed below for _____________ and its subsidiaries in the spaces provided or use an attachment. Please return the completed questionnaire to __________________________ at________________________ (___)_____, with the other documents that we ask you to furnish. If you need clarification or have questions, please call ________________. Once we have reviewed your completed questionnaire and documents, we may need further information.

1. Capitalization

1. Who were the founders of the company?
2. How have you been capitalized?
3. Who are your major investors?
4. Please describe and attach a schedule showing by stockholder all outstanding common and preferred stock, options and warrants, and other rights to acquire equity securities, including where applicable exercise prices and vesting dates.
5. What vesting arrangements are in place for the founders’ shares?

1. With which banks do you have relationships?
2. Describe any existing lines of credit, term loans or other debt. Please attach copies of relevant documents. Please describe any security interests in your assets granted to any third party or parties.
3. What signature authority is required for checks over $50,000?

1. Please list any employment or similar agreements.
2. Have all of your past and existing employees, officers and consultants signed proprietary information and invention agreements? Y / N
3. If not, identify who has not by name, title, and dates or employment or consultancy.
4. Are all of your employees “at will” and terminable without liability? If not, please give details.
5. Please attach your form of proprietary information and invention agreement.

1. Please identify your officers, directors and key employees.
2. Have any of them been subject to a bankruptcy proceeding or been an officer of a firm subject to bankruptcy proceedings? If the answer is “yes”, please identify each individual by name and position.
3. Have any of them been subject to any criminal proceeding (other than traffic violations or other minor offenses)? If the answer is “yes”, please identify each individual by name and position, and provide a description of the nature of the proceeding(s).
4. Have any....