Information Request List

Please provide the following information as may be relevant to the business

and to the assets, property, service and personnel employed in connection with
Half Off Depot.

BUSINESS/FINANCIAL OVERVIEW
1. Historical monthly and quarterly information for the period from
January 1, 2010 to March 31, 2011 (by quarter):
a. Income statements (actual and budgeted).
b. Balance sheet and cash flows (detailed listings of assets and
liabilities).
2. Management letters from accounting firms.
3. Significant and/or unusual accounting practices.
4. Unusual or non-recurring items of income or expense.
5. The nature and extent of period end closing adjustments.
6. Projected annual and quarterly information for 2011, 2012 and 2013:
a. Income statements.
b. Business model/plan.

OPERATIONS
1. Generally describe the infrastructure to deliver service.
2. Copies of contracts related to significant service and technology
providers.
3. Schedule of COGs by major cost component during the period.
4. Provide product architecture documents including data flows, physical
implementation, deployment location(s) as well as known limitations.
5. Provide a description of the management information systems
currently in place and upgrade paths.
6. Provide a description of the website user signup/payment process.
7. Provide a description of the cash flow processes.
8. Provide a description of the billing system used.
9. Any statistics available regarding infrastructure use.
10. Provide available metrics surrounding customer/merchant care
including the number of contacts, reason for contacts,
customer/merchant life cycle contact incidence, and costs of contacts.
11. Customer refund policies and amounts of refunds in the period.

SALES & MARKETING

1. General overview of marketing programs to date.
2. City sales ramp information during the historical period.
3. Customer research information (focus groups, usability research,
market research).
4. Competitive research conducted to date.
5. Provide access to all online analytical tools such as Google Analytics.
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6. Customer information:
a. Unique users by month during the period.
b. Size of user email database by month during the period.
c. Average marketing expenditure per customer.
d. Sources of new customer acquisition
e. Computation of customer acquisition cost.
f. Any customer engagement measurements.
g. Customer referral rates.
h. Geographical breakdown of customer
i. Any other demographic information regarding customer base.
j. Customer acceptable use policy.
7. Merchant information:
a. General overview of process to secure merchant including
pipeline development process.
b. Total number of merchants by month during the period.
c. Information on cost to acquire merchant.
d. Geographical breakdown of merchants.
e. Merchant remarketing programs.
8. Describe merchant social media marketing promotions
9. General sales terms and commitments.
10. Copies of merchant contracts.
11. Sales recognition policy.
12. Pricing strategy.
13. Sales compensation program.
14. Provide the terms and conditions of affiliate and other promotional
programs and their effectiveness in driving customer growth.
15. Product development information:
a. Product strategy & roadmap.
b. Overview of applications developed in-house vs. outsourced.

LIABILITIES AND DEBT ARRANGEMENTS

1. Warranty and product liabilities.
2. Any agreement or encumbrances of customer base.
3. Any tax audits or tax rulings (past or current).
4. Ascertain nature and amounts of assets pledged.
5. What lease obligations exist.
6. Debt obligations.
7. Hedging arrangements.

AGREEMENTS/ CONTRACTS
1. Review of all major contracts in force not reviewed elsewhere.
2. All material agreements with customers, suppliers, networks, vendors
and all other third parties of every type, and all standard forms of
agreements with customer or suppliers used by the company.
3. A list and description of all significant oral contracts and
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commitments.
4. Copies of all forms of product warranties or guarantees.
5. All joint venture, association, management, operating, collaboration,
alliance partnership and limited partnership agreements, as well as
working interests and concessions (including prospective agreements
currently under negotiation).
6. All software agreements, licenses, sublicenses of every type.

EMPLOYEES
1. Copy of the Company’s wage and salary structure.
2. Organizational chart, outlining major roles and responsibilities.
3. Describe extent of employee benefit plans such as group life
insurance, health insurance, holiday, stock ownership, etc.
4. Brief description of any pending labor or employment problems,
complaints, disputes or contract negotiations or requests for union
representation.
5. All employment agreements, consulting agreements, independent
contractor arrangements, termination severance and “golden
parachute” arrangements, equity and option vesting/acceleration
arrangements.
6. Biographies for founders and members of management team.
7. Background checks will be carried out on founders and member of
management team.
8. An industrial psychologist evaluation will be required for founders and
members of management team.

INTELLECTUAL PROPERTY
1. Copies of all agreements relating to the license or use by or from the
company of patents, trademarks, service marks, copyrights, know-
how, trade secrets or other intellectual property or related rights.
2. Communication to or from third parties relating to the validity or
infringement of patents, technology, trade secrets, trademarks,
service marks, trade dress and copyrights.
3. Description of any conflicts, interferences, third-party suits,
oppositions and possible or actual infringement or misappropriation of
rights or licenses.

LITIGATION AND OTHER LEGAL MATTERS

1. A schedule of all pending or threatened claims, lawsuits,
administrative proceedings, governmental or other investigations or
inquiries, or arbitration proceedings, naming or affecting the company
or its business or assets, including thereon the parties’ names, the
remedy sought and the nature of the action, the date and method
commenced and the material documents in connection therewith,
including pleadings, briefs, transcripts, correspondence ,and a brief
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description of the action.
2. All outstanding consent decrees, judgments, other decrees or
orders, injunctions, other acts of courts or administrative or regulatory
bodies or arbitration awards, settlement agreements and other
agreements to which the company is bound that requires or prohibits
any future activities or creates continuing or contingent obligations.

REAL PROPERTY MATTERS

1. Identify all owned and leased real property, including details on
location, current and past use, environmental and title status,
landlord, and all other pertinent information.
2. Provide all pertinent documents, including title work, title insurance,
environmental tests, and surveys.