A publication of

THE DEFINITIVE GUIDE FOR

E A R LY- S TA G E V E N T U R E INVESTING DUE DILIGENCE

Ve r s i o n 1 . 1

Chris J Snook & Brianne Snook Co-Founders- Launch Haus

A CHECKLIST FOR FOUNDERS & THEIR INVESTORS

THE PURPOSE OF THIS MEMORANDUM To provide our ecosystem of innovators and capital providers a more tangible assessment and transparent checklist to prepare and create speed to the capital raising and acquisition cycle of early stage ventures . 2020 BLUEPRINT OBJECTIVES

INVEST IN NOCO INNOVATORS!

u  Establish Northern Colorado as a national leading ecosystem for new venture financings u  Retain, Grow, & Recruit Companies and Talent to our market through well funded companies u  Increase Access to Capital and Attract Regional Institutional Capital Firms u  Create, Establish, & Market the Launch NoCo Regional Brand and Core Cities Nationally u  Nurture Sustainable Innovation Across our Core Advanced Industries u  Cultivate a Business-Friendly Environment

Disclaimer: Invest at your own risk. This guide is not a silver bullet for sound investing diligence but will serve as a good starting point for those actively participating.

KEY AREAS FOR DUE DILIGENCE

Organization Issuances

Contracts Finance and Loans

Properties

Environmental Intellectual Property

SEC Information Litigation

due dil·i·gence (noun): a comprehensive appraisal of a business undertaken by a prospective buyer, especially to establish its assets and liabilities and evaluate its commercial potential

ORGANIZATION CHECKLIST

1)  Articles of Incorporation and Current Bylaws 2)  Minutes of all meetings of the Board of Directors and Stockholders, including

copies of all Written Consents, if any. 3)  A list of all current members of the Board, stockholders, and Officers of the

Company 4)  List of all the cities and states, as well as other countries, if any, in which the

Company owns property, has registered tradenames and/or in which any Company’s employees, agents, subcontractors, or other representatives are located.

5)  List of all jurisdictions (including non-US jurisdictions, if any) in which the Company or its known subsidiaries is qualified to do business and/or is doing business currently

6)  Any additional substantive organizational documents related to the operating and/or holding Company (if any)

7)  Background check (formal or informal) on all Founder, Key or Controlling Stakeholders, and formal Board members of the Company

ISSUANCES CHECKLIST

1)  A detailed capitalization table schedule of all securities of the Company 2)  Copies of all securities issued by the Company, including purchase

agreements 3)  Copies of any voting trust, shareholder or other similar agreement covering

any portion of the Company’s securities 4)  Any equity incentive plans which have been used or approved by the Board 5)  Copies of all agreements and instruments containing restrictions on transfer,

rights of first refusal with respect to, encumbrances upon, or other restrictions with respect to, the securities of the Company

6)  Permits or other state or federal securities law filings for issuance or transfer of Company’s securities

7)  Any other agreements relating to the registration rights or Company Securities

CONTRACTS CHECKLIST

1)  Collaboration, Joint Venture, Partnership or any similar Agreement between any party and the Company

2)  Contracts with major distributors or suppliers 3)  Contracts with customers (or forms where there haven’t been modifications

to the forms across a particular customer base) 4)  Insurance policies, if any, (key person, disability, general liability etc.) 5)  Any research and development agreements (including tech transfer) 6)  Any other material contracts outstanding or currently in force. 7)  List of any parties whose consent to sale of all or substantially all of the

assets of any Company is or may be required and copies of all relevant documents evidencing the same

8)  Current notices, consents, information requests, permits, licenses, approvals, and certificates of authority from federal, state and local authorities held or required to be held by the Company.

FINANCE AND LOANS CHECKLIST

1)  Cash Flow, Balance Sheet, and Income Statement (actual and pro-forma) on a monthly basis for the past two years (or since inception)

2)  Budget goals and targets approved by the Board or managed too for the past two years (or since inception)

3)  Copies of all documents and agreements evidencing any material financial arrangements of the Company, including notes, amendments, lendings, sale and lease back arrangements, capitalized leases, inventory financings agreements, construction loans, mortgages, real estate and other material installment purchases, material equipment leases, etc.

4)  Any other documents relating to the material financing arrangements of the Company and/or its Founders

PROPERTIES CHECKLIST

1)  Title reports for any real property owned by the Company and documentation regarding the purchase or transfer of real property of the Company

2)  All documents purporting to create liens, mortgages (private or institutional), security agreements, pledges, charges or other encumbrances on real or personal property or UCC filings against material assets of the Company

3)  Lease agreements for offices and other facilities or vehicles of the Company

ENVIRONMENTAL CHECKLIST

1)  Environmental or safety studies (if applicable) audits, assessments, or reports prepared by, for or in the possession of the Company and agreements, citations, notices, orders, or requests relating to environmental matters involving the Company

INTELLECTUAL PROPERTY CHECKLIST

1)  List of patents or pending applications (both domestic and international) and copyright or pending copyright applications of the Company

2)  Trademarks/service marks, trademark or service mark registrations or pending applications of the Company

3)  License, joint development, royalty or collaboration agreements of the Company

4)  License and technology transfer agreements and other agreements of the Company regarding technology with founders, corporate partners or other parties

5)  Schedule and description of all software to which each Company has (or had) rights, indicating whether such Company has (or had) title to such software or is (or was) a nonexclusive or exclusive licensees thereof, specifying the author of such software, indicating whether the copyrights in such software are registered or otherwise protected

INTELLECTUAL PROPERTY CHECKLIST

6) Listing of the programming language of such software (including list of all software or other technology that is distributed as “free software”, “open source software” or under a similar licensing or distribution model (including but not limited to the GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), BSD licenses, the Artistic License, the Netscape Public License, the Sun Community Source License (SCSL) the Sun Industry Standards License (SISL) and the Apache License) (“Open Source Materials”) and that is used by the Company in any way, and describe the manner in which such Open Source Materials are used (such description to include, without limitation, whether (and, if so, how) the Open Source Materials have been modified or distributed by such Company) 7) Evidence of title or right to use (including all licenses and other similar agreements) all software in which each Company has rights, including description of all escrow arrangements with respect to software

INTELLECTUAL PROPERTY CHECKLIST

8) For all such software, please provide the following to the extent appropriate: i. The names of all persons who assisted in the design, development or implementation of such rights

ii. The nature of each person’s relationship to each Company (i.e. consultant, independent contractor, employee, etc.

iii. Whether each person signed a consulting, confidentiality, nondisclosure, or employment agreement (if so, include a copy of the agreements)

iv. For each person who no longer works with the Company, the present location (and if possible, known employment, of the person)

v. A description of all measures used to protect the confidentiality of such rights

INTELLECTUAL PROPERTY CHECKLIST

9) Any and all royalty arrangements, agreements, license agreements and similar promises written or implied relating to the use of the Company’s software, intellectual property, or APIs, by a third party 10) A listing of all domain name registrations owned by the Company 11) A listing of all domain name registrations used by the Company, not identified above that are similar to any trade names, trademarks or service marks, registered or unregistered and owned by the Company 12) Proprietary Information and Invention agreements with employees and consultants of the Company and copies of all key hires (contractor or otherwise) to date

SEC INFORMATION CHECKLIST

1)  All SEC Filings (if applicable) and material correspondence

LITIGATION CHECKLIST

1)  Documentation relating to pending or threatened litigation, assessments, or claims against the Company

2)  Documentation relating to any discharged personal (founders and key Officers) or Company bankruptcy proceedings (Ch 7, 11, or 13)

3)  Documentation related to any outstanding State or Federal tax liabilities, judgements, offers in compromise, or installment agreements on the Company

THANKS FOR READING OUR GUIDE AND WE HOPE IT SERVES YOU AS A VALUABLE RESOURCE!

MISSION 2020

LAUNCH NOCO HAS BIG ASPIRATIONS

u Leading the State in Regional Growth Across All Key Metrics u Nationally Recognized Innovation & Technology Hub u An Increased Capacity to Attract Business, Talent, and Economic Builders u Best in Class Utilization of Natural Resources u A Vibrant, Diverse, and Highly Educated Workforce

FOR SPEAKING AND SPONSOR INQUIRIES ¡  Chris J Sno ok (970) 658 5040 c@launchha.us ¡  Brianne Sno ok (970) 658 5040 b@launchha.us ¡  Tom Maynard (970) 290 0040 tom@launchha.us

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