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Exhibit B

COMPANY QUESTIONNAIRE

If additional space is required to answer any of the questions below, please include a reference to such item on additional worksheets and include the Company’s name on each page. Please note that all copies of documents attached to appendices must be in English or translated into English.

I. GENERAL INFORMATION

a. Name of Company

 

b. Form (or type) of entity

 

c. Jurisdiction of formation, organization or incorporation

 

d. Other states or jurisdictions in which Company is qualified to do business

 

e. Organizational Documents

Please attach to Appendix I(e) the Company’s: (A) articles or certificate of incorporation and by-laws, if the Company is a corporation; (B) articles of organization or certificate of formation and limited liability company agreement or operating agreement, if the Company is a limited liability company; or (C) if any other type of entity, such governing or other organizational documents, in each case, as amended to date, and in each case as in full force and effect.

f. Good Standing, Power and Authority

Is the Company validly existing and in good standing under the laws of the jurisdiction of its formation?

q

YES

q NO

(If “No,” please explain on additional worksheet.)

Does the Company have the power to operate its business as currently conducted, including the power and authority to enter into the Competition and execute the Agreement?

q

YES

q NO

(If “No,” please explain on additional worksheet.)

II. DIRECTORS AND OFFICERS

a. Form of Company’s Governing Body

q

Board of Directors

q Board of Managers

q Member-managed

q

Other (please describe):

b. Names of members of Governing Body (e.g., directors, managers)

 

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c. Resolutions of Governing Body

Please attach to Appendix II(c) the resolutions of the Company’s Governing Body approving the execution, delivery and performance by the Company of this Agreement, including the issuance to GOFLY of the Securities, as they may have been amended or modified to date (and which have not been rescinded).

d. Resolutions of

Please attach to Appendix II(d) the resolutions of Company’s equityholders approving the execution, delivery and performance by the Company of this Agreement, including the issuance to GOFLY of the Securities, as they may have been amended or modified to date (and which have not been rescinded).

Equityholders

e. Names and Titles of all Company Officers:

Name:

Title:

Name:

Title:

Name:

Title:

Name:

Title:

Name:

Title:

III. CAPITALIZATION

a. Capitalization Table. The following table sets forth the complete capitalization of the Company on a Fully Diluted Basis as of immediately prior to giving effect to the issuance of the Securities to GOFLY:

Name and Address of Equityholder Number and Class of Equity Securities Held and Date Issued
Name and Address of
Equityholder
Number and Class of
Equity Securities Held and
Date Issued
Number of Options,
Warrants or Convertible
Securities Held and
Exercise, Conversion or
Exchange Price
Percentage of Issued and
Outstanding Equity of the
Company on a Fully
Diluted Basis
Totals:

b. Valid Issuance. Are all of the equity securities set forth in the above table validly issued, fully paid and nonassessable?

q YES

q NO

(If “No,” please explain on additional worksheet.)

c. Equityholders Agreements. Please attach to Appendix III(c) all shareholders agreements, equityholders’ agreements, voting agreements, investor rights agreements and similar agreements by and among the equityholders of the Company, including any agreements that provide preemptive rights in favor of any person or entity, would result in the issuance of any additional equity or contain any anti- dilution or similar rights.

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d.

Waivers of Preemptive Rights and Anti-Dilution Protections. With respect to any preemptive rights, anti-dilution rights or other consent rights expressly set forth in the Equityholders Agreements above, please attach to Appendix III(d) an executed waiver and consent to the issuance of the Securities to GOFLY pursuant to this Agreement.

e. Bound Equityholder Joinders. With respect to each equityholder listed on the Capitalization Table holding at least [five percent (5%)] of the equity securities of the Company on a Fully Diluted Basis, please attach to Appendix III(e) a joinder to the Agreement in the form attached to the Agreement as Exhibit D signed by such equityholder.

IV. SUBSIDIARIES

a. Subsidiaries

Does the Company have any subsidiaries (i.e., any entity in which the Company directly or indirectly owns any shares of outstanding capital stock or securities convertible into capital stock or (ii) any equity, voting or participating interest)?

q YES

q NO

(If “Yes,” please provide the information and materials requested in Sections I, II and III through (e) for each subsidiary on additional worksheets.)

V. THIRD PARTY CONSENTS AND APPROVALS

a. Compliance with Organizational Documents

After giving effect the Governing Body resolutions and equityholder resolutions attached to this Company Questionnaire, does the Company’s entry into this Agreement contravene the terms of the Company’s Organizational Documents in any respect?

q

YES

q NO

(If “Yes,” please explain on additional worksheets.)

b. Approvals of Governmental Authorities

Does the Company’s entry into this Agreement require the consent or approval of any Governmental Authority or violate or contravene any applicable Law?

q

YES

q NO

(If “Yes,” please list and explain on additional worksheets.)

c. Approvals of Third Parties

Does the Company’s entry into this Agreement require the consent or approval of any counterparty to the Company or any of its subsidiaries pursuant to the terms of any agreement or contract to which they are party?

q

YES

q NO

(If “Yes,” please list and explain on additional worksheets.)

d. Liens and Encumbrances

Will the Company’s entry into this Agreement result in the creation of any lien, encumbrance or other security interest on the assets or properties of the Company or any of its subsidiaries?

q

YES

q NO

(If “Yes,” please list and explain on additional worksheets.)

e. Copies of Third Party Consents and Approvals

Please attach to Appendix V(e) executed copies of all consents and approvals referenced in your responses to items V(a) through (d), if any.

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VI.

LITIGATION, PROCEEDINGS AND COMPLIANCE

a. Injunctions or Orders

Has any injunction, writ, temporary restraining order, decree or any order of any nature been issued by any Governmental Authority enjoining or restraining the Company’s participation in the Competition or entry into this Agreement?

q

YES

q NO

(If “Yes,” please explain on additional worksheets.)

b. Pending and Threatened Litigations

Is the Company or any subsidiary party to any pending or threatened litigation, action, claim or other proceeding?

q

YES

q NO

(If “Yes,” please explain on additional worksheets.)

c. Compliance with Laws

Has the Company and each of its subsidiaries been in compliance in all material respects with all applicable Laws since formation, organization or incorporation, as applicable?

q

YES

q NO

(If “No,” please explain on additional worksheets.)

d. Certain Payments

Has the Company or any subsidiary made, or caused anyone to make on its behalf, any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Governmental Authority or its representative, regardless of form, to obtain favorable treatment in securing business, to pay for favorable treatment for business secured, to obtain special concessions or for special concessions already obtained, or otherwise in violation of any applicable Law?

q

YES

q NO

(If “Yes,” please explain on additional worksheets.)

VII. TAX MATTERS

a. U.S. Tax Classification

 

b. U.S. Taxpayer ID Number

 

c. Tax Returns

Have all tax returns required to be filed by the Company or any of its subsidiaries in any jurisdiction been timely filed, correct and complete in all material respects?

q

YES

q NO

(If “No,” please explain on additional worksheet.)

d. Payment of Taxes

Has the Company or its subsidiaries timely paid all taxes owed by them in any jurisdiction,, whether or not shown on any tax return?

q

YES

q NO

(If “No,” please explain on additional worksheet.)

e. Audits

Has any tax return filed by the Company or any of its subsidiaries been audited or are currently the subject of any audit, in each case by any tax authority in any jurisdiction?

q

YES

q NO

(If “Yes,” please list such tax returns and explain on additional worksheet.)

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VIII.

INTELLECTUAL PROPERTY MATTERS

a. Intellectual Property Rights.

On an additional worksheet, please list all patents, trademarks, service marks, trade names, copyrights, licenses, franchises and other intellectual property rights, including, without limitation, with respect to all software developed, owned or licensed by the Company or any of its subsidiaries, as applicable (being used to conduct the businesses of the Company and any of its subsidiaries.

b. Liens and Encumbrances

Are any such owned or licensed intellectual property

 

rights of the Company or any of its subsidiaries encumbered or restricted?

q

YES

q NO

(If “Yes,” please list such tax returns and explain on additional worksheet.)

c. Licenses.

Please attach to Appendix VIII(b) copies of all agreements or contracts pursuant to which the Company licenses from any other party or entity or licenses to any other party or entity any intellectual property rights, including any amendments to date, each of which is in full force and effect.

Other than these attached agreements, does the Company or any of its subsidiaries have any obligation to compensate any person for the use of any intellectual property rights or granted a license to anyone to use the Company’s or its subsidiaries’ intellectual property rights?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

d. Infringement Matters

Does any of the intellectual property rights of the Company or any of its subsidiaries infringe the intellectual property rights of others?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

To your knowledge, is any third party infringing upon the intellectual property rights of the Company or any of its subsidiaries?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

Has the Company or any subsidiary been made aware, by written notice or otherwise, of any actual or threatened claim or action either by or against the Company for infringement of intellectual property?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

e. Proprietary Rights Agreements and Assignments

On an additional worksheet, please (i) list all each officer, employee, independent contractor or consultant who participates in or has in any respect in the past participated in, or contributed to the development of intellectual property rights of the Company or any of its subsidiaries, and (ii) for each such named person, attached to Appendix VIII(e) a copy of the proprietary rights assignment agreements and/or other confidentiality agreements executed by such person in favor of the Company or its subsidiary.

Is the Company or any subsidiary aware that any person listed above is in breach of or violation of any such agreement?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

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f. Protection of Intellectual Property Rights

Has the Company and its subsidiaries taken reasonable measures to protect and preserve the security, confidentiality and value of its intellectual property rights, including trade secrets and other confidential information?

q

YES

q NO

(If “Yes,” please describe such methods on additional worksheet.)

g. Trade Secrets

Have any trade secrets of the Company or its subsidiaries been divulged or appropriated for the benefit of any person or entity other than the Company or its subsidiaries?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

To your knowledge, has any employee or consultant of the Company or its subsidiaries used any trade secrets or other confidential information of any other person or entity in the course of his or her work for the Company or its subsidiaries?

q

YES

q NO

(If “Yes,” please explain on additional worksheet.)

IX. AFFILIATE ARRANGEMENTS

a. Affiliate Arrangements.

Please attach to Appendix IX(a) any agreements, contracts or other arrangements (including employment and other payment arrangements) between the Company or any of its subsidiaries, on one hand, and any director, officer, manager or equityholder, on the other hand. Please include descriptions of any such arrangement that is not documented in writing.

b. Arms’ Length Terms

Are any of the above arrangements on terms that are less favorable to the Company or any of its subsidiaries than those the Company or its subsidiary would enter into with a third party?

q YES

q NO

(If “Yes,” please explain on additional worksheets.)

[Appendices and signature pages follow]

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Appendix I(e)

COPIES OF ORGANIZATIONAL DOCUMENTS

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[Please attach]

Appendix II(c)

COPIES OF GOVERNING BODY RESOLUTIONS

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[Please attach]

Appendix II(d)

COPIES OF EQUITYHOLDER RESOLUTIONS

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[Please attach]

Appendix III(c)

COPIES OF EQUITYHOLDERS AGREEMENTS

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[Please attach]

Appendix III(d)

COPIES OF WAIVERS AND CONSENTS TO PREEMPTIVE AND ANTI-DILUTION RIGHTS

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[Please attach]

Appendix V(e)

COPIES OF THIRD PARTY CONSENTS AND APPROVALS

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[Please attach]

Appendix VIII(b)

COPIES OF INBOUND AND OUTBOUND LICENSES

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[Please attach]

Appendix VIII(e)

COPIES OF PROPRIETARY RIGHTS ASSIGNMENT AGREEMENTS AND CONFIDENTIALITY AGREEMENTS

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[Please attach]

Appendix IX(a)

COPIES AND DESCRIPTIONS OF AFFILIATE ARRANGEMENTS

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[Please attach]

The foregoing Company Questionnaire, including all appendices and attachments is hereby submitted by the undersigned as of the date of the Agreement.

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COMPANY:

[NAME OF COMPANY]

By:

Name:

Title:

RECEIVED and ACKNOWLEDGED as of the date of the Agreement by:

GOFLY:

GOFLY HOLDINGS, LLC

By:

Name:

Title:

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