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By
Venture Planning Associates.
Prepared for
San Diego Regional Technology Alliance Conference.
Used by permission.
MEMORANDUM FOR XYZ.COM
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Set forth below is a list
of the documents we would like to review for due diligence purposes in
connection with the proposed purchase of shares of preferred stock of XYZ.com
(the "Company").
All documents requested
below are with respect to the Company, its subsidiaries and any joint ventures
involving the Company or any of its subsidiaries and should be provided with
respect to all periods since the founding of the Company, unless otherwise
specified.
The list represents a
standard due diligence request list and attempts to be over-inclusive rather
than under-inclusive. We understand, therefore, that certain items may not
be appropriate to the Company, its subsidiaries and joint ventures, and others
may need to be added as we become more familiar with the Company, its
subsidiaries and joint ventures.
I. Corporate Books and Records
II.
Financial
Information
III.
Employee
Materials
IV.
Contingent
Liabilities
V. Contracts, Agreements, and Other Arrangements
VI.
Proprietary Rights
VII.
Plant, Property, and Equipment
VIII.
Insurance
IX.
Sales / Marketing
X.
Miscellaneous
I.
CORPORATE BOOKS AND RECORDS
-
Charter and By-laws
-
Original certificate of
incorporation of the Company and all amendments thereto
-
By-laws of the Company,
as amended
-
Charter and by-laws of
each wholly or partially owned subsidiary of the Company and of any joint
venture involving the Company or any of its subsidiaries
-
Closing record books for
any material corporate transactions (e.g., reorganization into holding company
structure, joint ventures, etc.)
-
Other relevant legal
documents governing the organization and management of the Company
-
Minutes of meetings and
unanimous written consents (since date of incorporation) of the Company, any of
its subsidiaries and any joint venture involving the Company or any of its
subsidiaries, of the following:
-
Shareholders
-
Board of Directors
-
Executive Committee
-
Audit Committee
-
Any other committees
-
Specific authorizing
resolutions
-
Material (including
financial projections), if available, distributed to the Board of Directors, or
any committees thereof, in connection with the most recent meetings of the Board
or such committees
-
Officers' and directors'
questionnaires prepared in connection with the most recent proxy statement of
the Company
-
Shareholders
-
Shareholder list and
other stock records
-
Any shareholder
agreements, voting trusts, proxy agreements, escrow agreements or similar
arrangements
-
Any stock purchase
agreements with shareholders
-
Any agreements relating
to preemptive rights or other preferential rights of shareholders
-
Any agreements
restricting the sale or other disposition of capital stock
-
Any agreements or plans
concerning outstanding or proposed stock options, warrants or rights, including
any employee stock ownership plans
-
Any agreements relating
to registration rights of shareholders
-
Any trust agreements or
other documents if shares are held in fiduciary capacity
-
Qualifications and
Registrations
-
List of jurisdictions
where qualified as foreign corporation or licensed to do business
-
Any other material
governmental qualifications, registrations, business licenses, permits,
authorizations, exemptions or security clearances, including those pursuant to
Federal or state antitrust, environmental, nuclear regulatory, public utility or
public service or securities laws and regulations
-
Reports to Shareholders
-
Annual reports
-
Quarterly and special
interim reports since most recent annual report
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