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MEMORANDUM FOR XYZ.COM

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").

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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

  1. Charter and By-laws

    1. Original certificate of incorporation of the Company and all amendments thereto

    2. By-laws of the Company, as amended

    3. 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

    4. Closing record books for any material corporate transactions (e.g., reorganization into holding company structure, joint ventures, etc.)

    5. Other relevant legal documents governing the organization and management of the Company

  1. 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:

    1. Shareholders

    2. Board of Directors

    3. Executive Committee

    4. Audit Committee

    5. Any other committees

    6. Specific authorizing resolutions

    7. 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

  2. Officers' and directors' questionnaires prepared in connection with the most recent proxy statement of the Company

  1. Shareholders

    1. Shareholder list and other stock records

    2. Any shareholder agreements, voting trusts, proxy agreements, escrow agreements or similar arrangements

    3. Any stock purchase agreements with shareholders

    4. Any agreements relating to preemptive rights or other preferential rights of shareholders

    5. Any agreements restricting the sale or other disposition of capital stock

    6. Any agreements or plans concerning outstanding or proposed stock options, warrants or rights, including any employee stock ownership plans

    7. Any agreements relating to registration rights of shareholders

    8. Any trust agreements or other documents if shares are held in fiduciary capacity

  2.  Qualifications and Registrations

    1. List of jurisdictions where qualified as foreign corporation or licensed to do business

    2. 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

  3. Reports to Shareholders

    1. Annual reports

    2. Quarterly and special interim reports since most recent annual report

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