Venture Financing Due Diligence Request List

"Company" means [Legal name of the company issuing the securities], the company issuing the securities. "Requesting Party" means the investors in this financing and their counsel. These requests concern a priced preferred stock financing.

The Company should respond to each numbered request and identify documents already provided. Mark a request "Does Not Exist" or "Not Applicable" where appropriate. If circumstances change after a response, promptly notify the Requesting Party and supplement the response with the additional documents needed.

Provide all stockholder meeting minutes and written actions.

Provide the minutes and written consents of the board and its committees since incorporation.

Provide the current certificate or articles of incorporation and all amendments.

Provide the current bylaws.

Provide a capitalization summary showing outstanding shares, convertible securities, options, warrants and similar instruments.

Provide stockholder, optionholder and warrantholder lists showing issuance dates, original issuance prices, and the class and number of securities held, together with issuance agreements.

Provide equity incentive plans and the forms used for grants under those plans.

Provide signed simple agreements for future equity (SAFEs), convertible notes, warrants and other convertible instruments, including amendments and side letters. If none exist, indicate that in the response.

Provide agreements covering voting, share transfers, registration, preemptive rights, and rights of first offer or refusal.

Provide stock purchase, repurchase, sale and issuance agreements, including founder stock purchase agreements, and summarize vesting schedules for stock and options subject to vesting.

Provide evidence of qualification or exemption under federal and state securities laws for prior issuances and transfers.

Identify equity promises to officers, employees, directors or consultants that differ from the share amounts or terms recorded in board minutes or written consents.

Provide agreements among stockholders to which the Company is not a party that address the sale, voting or transfer of Company securities.

Provide copies of Section 83(b) elections and evidence of timely filing for restricted stock subject to vesting.

Provide all Section 409A valuation reports.

Provide a holder-by-holder schedule of convertible securities converting in this financing, showing the outstanding amount, conversion price, and resulting number and class of shares for each holder. Identify any proposed amendments needed for conversion.

Provide documents and correspondence concerning pending or threatened litigation, or disputes that could lead to litigation, involving the Company, its executive officers or directors.

Provide settlement agreements, consent decrees, injunctions, judgments and other orders.

Provide the proprietary information and inventions agreement forms used with current and former employees and consultants.

Provide signed proprietary information and inventions agreements for key employees and consultants. List employees and consultants who have not signed, including periods when key employees or consultants worked without an agreement.

Provide proprietary information and inventions agreements that exclude any inventions or other rights from assignment to the Company.

Provide documents transferring technology to the Company and agreements for technology development or purchases.

Provide agreements concerning the Company’s or others’ patents, copyrights, trade secrets, proprietary information or technology, excluding agreements for standard or off-the-shelf products.

List patents, copyrights and trademarks, and provide any searches performed concerning them.

Provide agreements, understandings and proposed transactions between the Company and its employees, officers, directors or affiliates, or their affiliates, including employment and indemnification agreements, loans and guarantees.

Provide employment, consulting and independent contractor agreements, and offer letters.

Provide employee benefit, profit-sharing, deferred compensation and bonus plans or arrangements. Provide equity plans and grant forms under C.3.

List the current officers and directors. Identify officers who devote less than all of their business time to the Company.

Provide a breakdown of unpaid accrued salary, paid time off and reimbursable expenses.

Provide all debt instruments and credit agreements currently in effect, including lease financing.

Provide guarantees of obligations owed by third parties.

Provide real property leases with amendments and exhibits.

Provide agreements for capital leases.

Provide the Company’s standard agreement forms.

Provide agreements for joint ventures and partnerships.

Provide agreements for management, services and marketing.

Provide confidentiality and nondisclosure agreements.

Provide agreements requiring consent or approval for this financing. If none exist, indicate that in the response.

Provide other agreements that are material to the Company’s business or outside its ordinary course of business.

Provide reports and studies prepared by the Company or outside consultants on the business or financial condition of the Company, its subsidiaries or its affiliates.

Provide the latest audited financial statements and the latest unaudited monthly financial statements.

Describe contracts that restrict the Company’s ability to compete in a line of business or with another person or entity, or require the Company or a subsidiary to remain in a line of business.

Provide the latest business plan, offering memorandum or similar Company document.