Going Public 489
(2) List the states where such securities
described in Section J.2.a., above,
were issued and state the date of
blue-sky authorization. If no such
authorization, give the applicable
exemption.
(3) Indicate the date of each federal
registration, if any, and the term
for which registered.
(4) Obtain copies of any agreements
pursuant to which such securities
were issued (e.g., stock option
plans, underwriting agreements,
placement agreements, bond
indentures, etc.).
(5) Do any such agreements provide
for registration rights? If so,
describe.
(6) Obtain copies of all applications
for permits, private placement
memoranda and registration
statements.
c. Payments for stock.
(1) Do the Company’s records indicate
all of its outstanding stock was
properly issued for value?
(2) Is any of the Company’s stock not
fully paid? If so, explain; do statutes,
articles and by-laws permit?
d. Stock issuance/transfer restrictions.
(1) Do all issuance and transfers
comply with any rights of first
refusal, preemptive rights, or other
restrictions contained in the
articles, bylaws or other
documents, such as placement
agreements?
- Review of material contracts.
a. Various material contracts.
(1) Obtain bank lines of credit
agreements, including any
amendments, renewal letters,
notices, default waivers, etc.
(2) Obtain other outstanding loan
agreements, guarantees, indentures,
or agreements with respect to
indebtedness.
(3) Obtain all outstanding material
leases for real and personal
property.
(4) Obtain material contracts with
suppliers and customers.
(5) Obtain any model sales contracts,
license agreements, and dealer
agreements used by the Company.
(6) Obtain agreements for loans and
any other agreements (including
consulting and employment
contracts) for officers, directors, or
employees, whether or not now
outstanding.
(7) Obtain schedule for all insurance
policies in force covering property
of the Company and any other
insurance policies, such as “key
man” policies or products liability
policies.
(8) Obtain partnership or joint venture
agreements.
(9) Obtain copies of any bonus plans,
retirement plans, pension plans,
deferred compensation plans, profit
sharing and management incentive
agreements.
b. Mortgages, notes payable, and
other liabilities.
(1) List all mortgages (including deeds
of trust) of the Company on which
