注：Softbank的DD框架，和软银中国不太一样

DUE DILIGENCE REQUEST LIST

FOR

[Company].

[Date]

In order to facilitate the due diligence investigation to be conducted in connection with the proposed investment by SOFTBANK Capital Technology Fund III L.P. (“SOFTBANK”) and certain affiliates of SOFTBANK (the “Investors”) in [Company] (the “Company”), we request that you provide to SOFTBANK the documents listed below. If any of these documents do not exist, have already been provided or are not applicable, please so indicate. In all instances, requests for documents or information regarding the Company extend to similar documents and information regarding subsidiaries and affiliated entities of the Company. We may ask for additional documents or information as our review proceeds. Please forward the documents and information to [Contact], SOFTBANK Capital, 1188 Centre Street, Newton Center, MA 02459. Please forward the documents as soon as they become available rather than delaying until all have been collected. If you have any questions, please do not hesitate to call [Contact] at [Phone Number].

Thank you for your attention to this matter.

1. Corporate and Organizational Data.

1.1 Charter documents and by-laws of the Company, as amended since the formation of the Company.

1.2 Minutes or other records of all meetings and actions of the stockholders, board of directors and committees of the board of directors.

1.3 A list indicating each state or jurisdiction in which the Company is qualified to do business, conducts business, or owns, leases, or licenses real property.

1.4 A list of subsidiaries and other entities in which the Company has an equity investment.

1.5 An organizational chart setting forth the name, age, stock ownership, title and compensation of each officer, director and key employee of the Company.

1.6 List of material open positions.

1.7 List of at least three references for each member of the Company’s management team.

1.8 Biographies and resumes for each member of the Company’s management team.

1.9 List of at least four references which are customers of the Company.

2. Securities Information.

2.1 Specimen of all securities of the Company presently outstanding (including options, warrants, and other rights) and the number of shares, units, or principal amount thereof outstanding.

2.2 A list of all stockholders of the Company, indicating the class and number of shares held by each security holder.

2.3 A copy of the stock transfer ledger of the Company showing all transactions in its securities.

2.4 Copies of all documents and agreements relating to the Company’s securities, including subscription agreements, options, warrants, preemptive rights, pledges of securities, proxies, voting agreements or other agreements relating to the sale or voting of the Company’s securities, rights of first refusal and first offer, and all agreements relating to registration rights with respect to the Company’s securities.

2.5 A summary of the Company’s funding history and a current capitalization table.

3. Financial Data and Materials.

3.1 Copies of the Company’s financial statements since inception and any auditors’ reports to management and any management responses thereto.

3.2 Year-to-date financials.

3.3 Detailed projections with assumptions.

3.4 Reports to security holders.

3.5 Copies of all credit agreements, loan agreements, security agreements, mortgages, guarantees of third party obligations, lease agreements, notes, and any agreements relating to financings of the Company.

3.6 All Federal and state tax returns filed by the Company since inception.

3.7 Any market research summaries or reports.

3.8 Sales pipeline summary and detail report.

4. Material Agreements.

4.1 All significant documents relating to any major acquisitions or dispositions by the Company or currently proposed acquisitions or dispositions.

4.2 All material agreements to which the Company is a party.

4.3 All significant leases of real property and personal property to which the Company is a party, either as lessor or lessee.

4.4 All material employment and consulting agreements to which the Company is a party, and all documents representing any bonus, retirement, profit-sharing, incentive compensation, pension, change in control agreements and all other employee benefit plans or agreements of the Company, as amended to date. A list of all material transactions involving the Company and any current or former stockholder, officer, key employee or director of the Company.

4.5 Non-competition, confidentiality, non-disclosure, assignment of invention and similar agreements with employees, officers, directors, or consultants of the Company. Please indicate any employees not covered by such agreements.

4.6 A list of all patents, registered and material unregistered trademarks, service marks and trade names and all registered copyrights and all applications for any of the foregoing. Copies of all material royalty, technology and licensing agreements, franchises and conditional sale contracts to which the Company is a party.

4.7 All records maintained by the Company relating to customer complaints.

4.8 List of insurance policies, including “key man” policies.

4.9 All material contracts and instruments to which the Company is a party and which are not otherwise covered on this list.

5. Governmental Compliance.

5.1 Any and all filings and correspondence with state or federal government agencies or other authorities pertaining to compliance and regulation matters connected with the Company’s business (including, without limitation, all FCC filings).

6. Litigations and Disputes.

6.1 A schedule of all suits, actions, litigations, administrative proceedings or other governmental investigations, or inquiries, pending or threatened, relating to the Company, its business or its operations.

6.2 All consent decrees, judgments, other decrees or orders, settlement agreements and other agreements to which the Company is a party or is bound, which require or prohibit any future activities.

6.3 All reports, notices, or correspondence relating to any violation or infringement by the Company of government regulations or the rights of third parties, including, but not limited to, the areas of securities regulation, proprietary rights, tax, equal employment opportunity, occupational safety, and health and environmental protection, antitrust and RICO, and copies of any other material correspondence with federal or state regulatory agencies.

6.4 Any and all filings with state or federal government agencies or other authorities pertaining to environmental compliance and regulation as well as a description of any hazardous materials stored, manufactured, or located at any facility of the Company, either now or in the past.