PRELIMINARYLEGAL DUE DILIGENCE REQUEST LIST

1. CORPORATE

1.1 Corporate Documents

1.1.1 Incorporation. Date and jurisdiction of incorporation of

________________________., a ___________ corporation, and of all the
subsidiaries and affiliates, if any (collectively, the “Company”).

1.1.2 Minute Book. Minute book of the Company, including the following:

1.1.2.1 Minutes and consents of the board of directors and any of its
committees, and any material (including financial projections)
distributed in connection therewith

1.1.2.2 Minutes and consents of the stockholders, and any reports or other
communications distributed in connection therewith;

1.1.2.3 Current bylaws, as amended to date;

1.1.2.4 Current charter documents, as amended to date; and

1.1.2.5 Stockholder agreements, voting trust agreements, share restriction

agreements or other similar arrangements.

1.1.3 Capitalization Table. Complete table showing, by class and by significant

holder (or group of holders, where appropriate) the Company’s total outstanding
capital stock, including the total authorized and the total outstanding shares of
each series of Preferred Stock, Common Stock, warrants, and other instruments
exercisable into or rights to acquire shares of capital stock of the Company.

1.1.4 Capital Stock. Summary of authorized capital stock by classes, indicating

number of shares and par value of each class authorized, rights and privileges of
holders of each class of stock and voided specimen certificate for each class of
stock.

1.1.5 List of Security Holders. All security holders of the Company, including
stockholders and holders of any convertible security, options, warrants,
preemptive rights or similar rights that could or may affect the capital structure of
the Company.

1.1.6 Qualification to do Business. All jurisdictions in which the Company is

qualified to do business, dates of qualification and name and address of statutory
agent; all jurisdictions in which the Company maintains offices or facilities but is
not qualified to do business, and description of any activities in such
jurisdictions.
 1.2 Governmental Regulations and Filings

1.2.1 All correspondence with, notices and/or reports of or to, filings with, or other
material information and documentation with respect to any other regulatory
bodies which regulate the Company’s businesses.

1.2.2 Any material government permits, licenses, etc. of the Company.

2. INTELLECTUAL PROPERTY AND PROPRIETARY RIGHTS

2.1 Agreements. Any agreements regarding proprietary rights and assignment of inventions,
whether with employees or other parties.

2.2 Patents. Any patents owned or used in the business, showing for each the nature of the
patent, patent number, date of issue and the date acquired.

2.3 Patent Applications. Any patent applications filed by or for the Company, showing for
each the nature of the patent, date of filing, names of inventors and date of assignment of
each inventor’s rights, date and substance of any rejections and the current status of the
application.

2.4 Marks. Any trademarks or service marks owned or used in the business, showing for
each the registration number, date of registration, registrant and use.

2.5 Trade Names. Any interests in trade names, corporate names, brand names, brands and
slogans related to the business of the Company and describe any registrations or filings
pertaining thereto.

2.6 Copyrights. Any copyrights registered by the Company and describe all precautions
taken to protect unregistered copyrights.

2.7 Trade Secrets. Trade secrets relating to the business of the Company and describe all
precautions taken to protect trade secrets.

2.8 Other Interests. Any other interests in any inventions, patents, patent rights and patent
applications, trademarks, service marks, trade names, brand names, brands, copyrights,
registrations and any other proprietary right not commercially available, which relate to
the Company’s operations or name, whether or not held by the Company.

2.9 Licenses. Any royalty, license or other agreements relating to the patents, trade marks,
trade names, copyrights or other intellectual property used, owned or licensed by the
Company.

2.10 Infringement. Any claims, allegations, notices or pending litigation involving the
Company’s intellectual property or alleged infringements by the Company of the
intellectual property of others.

3. PROPERTY AND FACILITIES

3.1 Real Property and Leases. Copies of deeds, title reports and descriptions of all real
property or interests in real estate owned or leased by the Company or to which the

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 Company is a party, or any real property or interests in real estate that is otherwise related
to the business of the Company.

3.2 Non-Compliance. Any correspondence regarding non-compliance with any term of a

lease or governmental regulation relating to such real property.

4. CONTRACTS, LITIGATION, INSURANCE AND FINANCING

4.1 Contracts.

4.1.1 All material agreements or contracts related to the operation of the business of
the Company, including all material contracts with vendors, suppliers and
customers and any agreements that may require the consent of any third party to
the proposed transaction.

4.1.2 Any joint venture or partnership agreements of the Company.

4.1.3 Confidentiality and nondisclosure agreements binding the Company.

4.2 Litigation.

4.2.1 Any claims, demands, suits, actions, litigation, administrative proceedings or

other governmental investigations or inquiries, whether pending or threatened,
affecting the business or operations of the Company.

4.2.2 Any outstanding judgments against the Company and any consent decrees,
settlement agreements or other decrees, agreements or orders to which the
Company is a party or is bound and which require or prohibit any future
activities.

4.2.3 Any attorneys’ responses to audit inquiries regarding the Company.

4.3 Insurance

4.3.1 Any documentation regarding key person insurance.

4.3.2 All insurance policies and binders related to the business of the Company,
including any insurer’s certificate containing this information.

4.3.3 Any claims made, the date of the claim, the nature of the claim and the amount of
the claim under any of the Company’s insurance policies.

4.4 Financing. All document and agreements evidencing borrowing or available borrowing,
whether or not secured or unsecured, or other financing arrangements by the Company,
including loan and credit agreements, promissory notes and any guarantees of the above.

5. EMPLOYEES

5.1 Schedule of Employees. For each of the Company’s directors, officers and employees,
the name, date of birth, length of service, position, pay and benefits, including bonus
eligibility, if any.

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5.2 Employment Contracts. All employment contracts, consulting contracts and severance
agreements to which the Company is a party.

5.3 Pending Employment Contracts. All pending or executory contracts or agreements

related to the business of the Company with respect to employment of any officer or key
employee of the Company.

5.4 Employee Plans. All employee plans, documentation regarding proposed employee
plans and related documents arising out of the business of the Company, including the
following:

5.4.1 Stock option plans, including the title, date of adoption, date of stockholder
approval, number of shares reserved, standard vesting provisions and any other
significant provisions;

5.4.2 Complete table of option grants, showing option holder, date of grant, number of
shares and any other significant information generally applicable to option
holders;

5.4.3 Qualified pension, retirement, profit sharing, savings plans or 401(k) plans;

5.4.4 Non-qualified deferred compensation plans or arrangements (including all

executive benefits) and their related trust instruments, contracts, instruments, etc.,
relating to any of the following plans, programs, arrangements or agreements of
the Company or in which the Company employees participate;

5.4.5 Health and welfare benefits plans or programs, to include the latest plan
documents (contracts, summary plan descriptions, etc.) for any plan maintained
by the Company or in which any of the Company’s employees participate; and

5.4.6 Any collective bargaining agreements.

5.5 Benefits.

5.5.1 A description of all policies concerning fringe benefits, prerequisites and a list of
all accrued vacation pay due employees.

5.5.2 All data, as applicable, regarding medical/dental insurance, HMOs, life

insurance, long-term disability or other insurance for which the Company pays or
subsidizes premiums or intends to provide for the benefit of any employee.

5.6 Employee Policies. Any employee handbooks and policies, including those concerning
business ethics, regular working hours, overtime, vacation, sick pay, maternity leave and
emergency leave.

5.7 Restrictive Covenants. All employee non-compete agreements and current forms used
for employee confidentiality, accompanied by a description of the policy and procedure
for obtaining signatures.

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6. ENVIRONMENTAL

6.1 Licenses and Permits. All licenses, permits, authorizations, etc. related to the business
of the Company, and provide all correspondence and documents relating to permits and
licenses for current operations of the Company.

6.2 Non-Compliance with Laws. Any communications, notices and correspondence with
respect to violations, investigations, litigation, enforcement activity or responsibility
under laws and regulations.

6.3 Reports, Audits and Assessments. Any reports, audits and assessments of facilities and
real property presently or previously owned, leased, rented or otherwise occupied by the
Company, including the following:

6.3.1 Any environmental studies, reports, audits, surveys or disclosures, including

without limitation any Phase I or Phase II reports;

6.3.2 Any documents reflecting or relating to remedial action plans;

6.3.3 Any agreements to which the Company is obligated to make any payment for
environmental clean-up or compliance or have indemnified, or is obligated to
indemnify, any other party for the cost of such clean-up or compliance.

6.4 Other. Any other pertinent information regarding the Company’s compliance or
noncompliance with environmental laws or regulations.

During the course of the due diligence review, other materials not described herein may
require further examination.