Financial Due Diligence Questionnaire

FINANCIAL DUE DILIGENCE QUESTIONNAIRE

Purpose: This Financial Due Diligence Questionnaire is prepared to collect factual financial, tax, operational and contingent liability information regarding the Respondent for evaluation by prospective acquirers, lenders or investors. Completion of this questionnaire requires the attachment of corroborating documentation where requested and the signature of an authorized representative certifying that the information provided is true, complete and accurate to the best of the signatory's knowledge.

1. Respondent Identification

Email:

2. Transaction Overview

Transaction Type: Asset Purchase Stock Purchase Investment / Financing Other

Brief description of proposed transaction:

Expected or effective transaction date:

3. Financial Summary (Most Recent Three Fiscal Years)

Fiscal Year End (month/day):

4. Accounting, Audit and Restatements

Have financial statements been audited in the last three fiscal years? Yes No

Name of independent auditor (if audited):

Has the company restated any previously issued financial statements or received audit adjustments requiring disclosure? Yes No

5. Debt, Guarantees and Capital Structure

Provide the principal outstanding debt facilities (list principal creditor, facility type, outstanding principal, maturity date, interest rate). Attach schedules as necessary.

Are there any off-balance-sheet obligations, guarantees, letters of credit, or other contingent liabilities? Yes No

6. Material Contracts, Litigation and Regulatory Matters

Are there any material contracts (exclusive supply, long-term customer or vendor, joint ventures) that would be affected by the transaction? Yes No

Are there any pending or threatened litigation, arbitration, governmental investigations, or regulatory enforcement matters? Yes No

7. Tax Matters

Are all material tax returns filed and up to date for all jurisdictions? Yes No

8. Employees, Benefits and Pensions

Number of full-time employees: Number of part-time employees:

Are there any defined benefit pension plans or material post-employment obligations? Yes No

9. Insurance and Risk Management

List primary insurance carriers and policy limits for property, liability, D&O and other material coverage. Indicate expiration dates and pending claims.

10. Intellectual Property, Material Assets and IT Systems

11. Projections, Significant Customers and Suppliers

Top 5 customers by revenue (current period):

Top 5 suppliers by spend:

12. Certifications and Acknowledgements

The undersigned hereby certifies, on behalf of the Respondent, that to the best of the undersigned's knowledge and belief: (a) the information provided in this questionnaire and the documents delivered in connection herewith are true, complete and correct in all material respects; (b) no material information has been omitted which would render the disclosures misleading; and (c) the Respondent will promptly notify the requesting party of any material changes to the information provided prior to the closing of any contemplated transaction. The undersigned acknowledges that prospective acquirers, lenders or their advisors may rely on these representations in conducting financial due diligence and in negotiating transaction terms.

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