Startup Package - Deluxe

APPENDIX B Tenant's Quick Checklist of Lease Points Tenant's Quick Checklist of Lease Points The following is a basic lease checklist to be used during both the negotiation and the drafting process. It is not exhaustive of all issues a party may encounter in an office lease transaction, but it does provide a quick reference to check off basic lease issues. ? PARTIES a. Landlord b. Legal Identity ? PREMISES a. Accurate description of premises, including street address, floor, suite number, etc. b. Square footage c. Measurement standard (i.e., BOMA standard) d. Floor load e. Rentable and usable area in demised premises ? RENT-TERM a. Total/Annual b. PSF basis c. Term in years d. Taxes e. Additional rent/increases (i.e., escalation, common area charges) f. Formulas for calculating rent and additional rent, etc.

CHECKLIST OF DIFFERENT TYPES OF INSURANCE
AVAILABLE FOR A SMALL BUSINESS

COMPARISON CHART FOR DIFFERENT BUSINESS ENTITIES

5.09 Mutual Nondisclosure Agreement (Prospec-tive Outsourcing Client) [Letter Format] [Date] ABC Corp. [Address] Re: Informational Session Confidentiality Dear [_____]: In order to provide ABC Corp. (""Potential Client"") an opportunity to learn more about the outsourcing services offered by The XYZ Company (""Outsourcer""), and to allow Outsourcer to obtain relevant information about Potential Client, Outsourcer will be conducting informational sessions. All information disclosed by either party in connection with such informational sessions shall be deemed ""Confidential Information,"" except for:

RIGHT OF FIRST REFUSAL AGREEMENT

This Right of First Refusal Agreement (this Agreement) is made on the date written below, by and among [Name of Company], a Delaware corporation (the Company), and the parties listed as signatories hereto (the Holders).

In consideration of the mutual promises, covenants and conditions herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1. Definitions. Certain terms used herein are defined as follows:

   1. "Board of Directors" means the Board of Directors of the Company and any committee thereof.

   2. "Immediate Family" means any spouse, child, grandchild, parent, brother, or sister of a Holder.

   3. "Shares" means any shares of capital stock of the Company or any securities convertible into or exchangeable for any class of capital stock of the Company and all securities into which such Shares may be converted or reclassified as a result of any merger, consolidation, stock split, stock dividend, or other recapitalization of the Company, whether now owned or hereafter acquired.

2. Restrictions on Transfer. No Holder may sell or engage in any transaction which has resulted in or will result in a change in the beneficial or record ownership of any Shares held by the Holder, including without limitation a voluntary or involuntary sale, assignment, transfer, pledge, hypothecation, encumbrance, disposal, loan, gift, attachment or levy (a Transfer), except as provided in this Agreement, and any such Transfer of Shares or attempted Transfer of Shares in contravention of this Agreement shall be void and ineffective for any purpose or confer on any transferee or purported transferee any rights whatsoever....

2.14 Checklist for Executive Summaries and Business Plans The Executive Summary and the Business Plan are imperative for launching a successful entrepreneurial career. They are the means by which a company crisply conveys its mission, demonstrates its familiarity with its market and growth potential, positions itself and its products within its industry, assesses general market forces and the competitive landscape, and-perhaps most important for high-growth businesses-generates excitement among prospective capital partners for its business concept, management team, and ability to generate favorable returns on investment. The Executive Summary is typically a one-to-two page paper that describes a business concept at a high level, introducing a company's idea to the reader. The Summary should focus on answering three fundamental questions: What is the key technology of the product or service? What differentiates this concept from others? Is there a barrier to entry for current or potential competitors? What is the current market environment and potential future? Who are the competitors and what are the similarities and differences? What kind of market demand exists for this type of product?

Sample Business Plan Outline Title Page Name of company, date, contact information, Table of Contents Executive Summary 1. Business Concept 2. Company 3. Market Potential 4. Management Team 5. Distinct Competencies 6. Required Funding and its Use 7. Exit Strategy Main Sections I. Company Description A. Mission Statement B. Summary of Activity to Date C. Current Stage of Development D. Competencies E. Product or Service 1. Description 2. Benefits to customer 3. Differences from current offerings F. Objectives G. Keys to Success H. Location and Facilities II. Industry Analysis A. Entry Barriers B. Supply and Distribution C. Technological Factors D. Seasonality E. Economic Influences F. Regulatory Issues

5.10[2] Legal Opinion Checklist

I. Due Incorporation/Organization: Good Standing; Conduct of Business.

• Review minute books.
• Review the corporation or other applicable entity laws of jurisdiction of organization existing on the date of organization and at the time of any subsequent reorganizations, mergers, etc.
• Review charter with amendments to determine, among other things, whether the charter as originally filed and as subsequently modified complied therewith …

etc.

Sample Corporate Notices of Meetings, Resolutions and Stock Ledger & Certificate

CONTENTS

The following sample forms are included:

1) Notice of Special Meeting of Directors

2) Notice of Annual Meeting of Directors

3) Notice of Special Meeting of Shareholders

4) Notice of Annual Meeting of Shareholders

5) Resolution of the Shareholders

6) Resolution of the Directors

7) Waiver of Notice of Meeting by the Directors

8) Waiver of Notice of Meeting by the Shareholders

9) Simple Stock Transfer Ledger

10)  Simple Stock Certificate