Closing Checklist

DOC-01 Amended and restated certificate of incorporation, adopted and filed in Delaware before the initial closing. States the rights, privileges and preferences of the preferred stock.

DOC-02 Stock purchase agreement, disclosure schedule and schedule of purchasers.

DOC-03 Investors' rights agreement.

DOC-04 Voting agreement.

DOC-05 Right of first refusal and co-sale agreement.

DOC-06 Management rights letters for the purchasers to whom they are addressed, if required by the purchase agreement.

DOC-07 Indemnification agreements to be executed and delivered by the Company.

DOC-08 Board approvals for the charter amendment, the transaction agreements and the share issuance.

DOC-09 Stockholder approvals for the charter amendment, the transaction agreements and the share issuance, and required consents and waivers under existing governing documents and securityholder agreements.

DOC-10 Secretary’s certificate certifying the charter, bylaws, board approvals of the transaction agreements and transactions, and stockholder approval of the restated charter, as required by the purchase agreement.

DOC-11 Good standing certificates, if requested.

DOC-12 Compliance certificate from the Company’s Chief Executive Officer or President certifying satisfaction of the representation and performance conditions specified in the purchase agreement.

DOC-13 Company counsel opinion, if the purchase agreement requires one.

DOC-14 Pre-closing and post-closing capitalization tables, reflecting the capitalization disclosures required by the purchase agreement.

DOC-15 Conversion schedule for instruments converting at closing, recording the conversion price and share counts under the purchase agreement.

CC-01 Bring down the Company’s representations and warranties under the executed stock purchase agreement, as qualified by its disclosure schedule, to the extent and at the closing specified in that agreement.

CC-02 Confirm the Company has performed its covenants and obligations to the extent and by the closing required under the executed purchase agreement.

CC-03 The Company’s Chief Executive Officer or President has delivered the compliance certificate required by the purchase agreement.

CC-04 The amended and restated certificate of incorporation has been adopted and filed in Delaware before the initial closing and remains in full force and effect at the closing specified in the purchase agreement.

CC-05 The voting, right of first refusal and co-sale, investors' rights and indemnification agreements have been executed and delivered by the parties required under the purchase agreement.

CC-06 The secretary’s certificate required by the purchase agreement has been delivered.

CC-07 If the purchase agreement includes a board-composition condition, confirm the required board changes at closing.

CC-08 If the purchase agreement includes a minimum-share or minimum-investment condition, confirm that its agreed minimum is met at the applicable closing.

CC-09 Required government authorizations, approvals and permits for lawful issuance and sale of the shares have been obtained and are effective at closing, except for notices required or permitted after closing under the purchase agreement.

CC-10 Corporate and other closing proceedings and incidental documents satisfy the purchase agreement’s reasonable-satisfaction condition for each purchaser, and requested counterpart originals and certified or other copies have been received by each purchaser or its counsel.

CC-11 The purchasers’ representations and warranties under the purchase agreement are true and correct at the applicable closing, and the purchasers have performed their obligations due by that closing. These conditions benefit the Company and may be waived by it under the purchase agreement.

CC-12 Each purchaser has delivered the purchase price by a method permitted under the purchase agreement, including cancellation or conversion of indebtedness or other convertible securities where applicable.

FIL-01 Amended and restated certificate of incorporation filed with the Delaware Secretary of State before the initial closing.

FIL-02 Federal securities filings required for the offering, made when due.

FIL-03 State securities filings required for the offering, made when due.

POST-01 Record the conversion share counts and discharge of converted instruments under the purchase agreement; mark original instruments cancelled where applicable.

POST-02 Complete required federal and state securities filings due after closing within the applicable deadlines.

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