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A. Organizational Documents and Information.


1. Charter documents, by-laws or other organizational documents, as amended, of
the Business or any entity related to the Business.
2. List of all jurisdictions in which the Business does business, and foreign
qualification documents in each jurisdiction where qualified.
3. List of all assets to be acquired.
4. List of all existing directors, managers, partners and officers of the Business.
5. List of all persons and entities that have ownership or economic interest in any
asset or business to be acquired.

B. Securities.
1. For each component of the Business, where applicable, please provide:
a. list of the current owners (including amounts) for each type, series and
class of security;
b. stockholder agreements and all other documents, if any, relating to any
such securities including, without limitation, the voting, purchase,
issuance or sale thereof; and
c. information on any 3rd parties who have any interest in any aspect of the
Business, which will survive the acquisition.

C. Indebtedness.
1. Schedule of indebtedness (including off balance sheet items), including amounts
currently outstanding, and all documentation relating thereto.
2. Loan agreements, indentures, revolving credit agreements, note purchase
agreements, notes, letters of credit or other evidences of indebtedness and all
related documents (including all amendments) concerning any debt financing.
3. Mortgages, security agreements, pledges, other evidences of liens, including any
such documents evidencing any lien, security interest, claim or other
encumbrance on the Business or any assets related to the conduct thereof.
4. Company and personal guarantees.
5. All other financing documents, such as sale and leasebacks, installments sales,
letters of credit, vendor financing programs and capital lease agreements related
to the Business.
6. Any other documents, business arrangements, or oral agreements that concern any
asset to be acquired.

130 EAST 59TH STREET • NEW YORK, NEW YORK 10022 • 212.759.2888 • INQUIRY@PALCAPITAL.COM
 
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D. Employee Benefits and Other Employment Matters.


1. Schedule of personnel of the Business, together with a description of their
compensation, the history of their past three years compensation, 2010 target
compensation, future compensation (formal or informal), benefits, job description,
other factors pertinent to employment, and copies of all agreements with any such
person.
2. All employee benefit, pension, health, medical, deferred compensation, profit-
sharing, equity appreciation, equity incentive, stock option, phantom stock, bonus,
incentive or severance arrangements, plans, programs or agreements (oral, written
or otherwise) pertinent to employees to be hired in connection with acquisition.
3. Each of the foregoing items:
a. all plan texts and agreements (including, but not limited to, trust
agreements, insurance contracts and investment management
agreements);
b. all material employee communications (including all summary plan
descriptions);
c. the three most recent annual reports, and all management reports relating
to employment matters compiled during that period,
d. the most recent annual and periodic accounting of plan assets, if
applicable;
e. the most recent determination letter received from the Internal Revenue
Service, if applicable; and
f. in the case of any unfunded or self-insured plan or arrangement, a current
estimate of accrued and anticipated liabilities thereunder.
4. Employment, compensation, consulting, severance or other similar agreements or
arrangements related to the Business, including copies of all such agreements
related to content used in the Business.
5. Forms of confidentiality, non-competition, non-solicitation and/or invention
agreements for officers, directors, employees, consultants, representatives and
suppliers to, for or of the Business, together with list of persons who have signed
the same. List of employees who have not signed the standard form agreements
and copies of the agreements, if any, that any such person has signed.
6. Collective bargaining and other labor agreements, together with a description of
any significant labor problems or union activities that the Business has
experienced including human rights or similar complaints.
7. Personnel manuals and employee handbooks.

 
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E. Other Material Agreements.


1. Agreements, in principal or otherwise, with respect to mergers, acquisitions or
sales of material assets or securities of, by or with respect to the Business,
whether or not consummated.
2. License agreements (as licensor or licensee), including:
a. those related to publications, websites, software, patents, copyrights or
trademarks used in or useful to the Business, and
b. in any event, all such agreements with the licensing/strategic partners
3. Distribution, fulfillment, franchise, sales representative, agency, or commission
agreements related to the Business.
4. Material sales and purchase contracts and supply agreements related to the
Business.
5. Joint venture or partnership agreements related to the Business.
6. Material maintenance or repair agreements related to the Business.
7. Any agreements with respect to which the Business has any liability or obligation
related to the Business involving more than $10,000 contingent or otherwise,
which relates to the assets to be acquired.
8. Any agreements related to the Business that may extend after the closing.
9. Any agreements related to the Business that place any material limitation on the
method of conducting or scope of the Business.
10. Agreements related to the Business under which the amount payable by the
Business is dependent on the revenue, income or similar measure of the Business
entity related to the Business or any other person or entity.
11. Powers of attorney related to the Business.
12. All printing and distribution agreements related to the Business.
13. Schedule of all central services provided by the Business whether allocated or not.
14. Copy of allocation accounting policy for central services.
15. Description and supporting documentation for any affiliate or inter-company
contracts, arrangements or understandings related to the Business, including any
such contracts, arrangements or understandings involving the sharing of overhead
costs, expenses or resources.
16. Please provide a copy of all contracts relating to the design, maintenance,
operations, monetization and publishing of the all websites relating to the
Business
17. Please provide a list of all parties that have executed any of the following types of
agreements and provide those agreements for review:
a. Consultant Agreement c. Photographer/Illustrator License
b. Contributor License Agreement
Agreement d. Sales Representative Agreement.

 
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F. Properties.
1. All documents, including title insurance policies, surveys, appraisals, structural
reports, etc. relating to real property owned or used by the Business in the conduct
of the Business (including easements and rights of way).
2. Environmental reviews, audits, studies or similar evaluations of compliance with
environmental laws or exposure to environmental liabilities, including details of
any environmental investigations or complaints relating to real property owned or
used by the Business in the conduct the Business.
3. List of all locations where any employees, consultants, managers, or assets
relating to the Business are located or from which the Business (or any portion of
the Business) is conducted, along with copies of all leases and non-disturbance
agreements (if any) related thereto.
4. Agreements for the construction or alteration of property, plant or material
equipment for real property used or to be used in the conduct of the Business.
5. Schedule and diagram of space currently occupied by the Business.

 
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G. Intellectual Property.
1. List of all trade names used in the Business.
2. List of all URLs, Internet domains, and proprietary software used by the
company. Please provide a detailed accounting of the ownership of such URLs,
Internet Domains, and software.
3. Please list all:
a. patents, trademarks, service marks, copyrights and other intellectual
property related to the Business;
b. applications and registrations for any of the foregoing; and
c. correspondence to or from examining authorities or other parties
regarding such registered intellectual property, applications and
registrations.
4. All documents, correspondence, memoranda, legal opinions, notes and other
papers analyzing or assessing the validity or scope of any intellectual property
related to the Business.
5. Correspondence or other documentation dealing with actual or alleged
infringement of patents, trademarks, copyrights, trade secrets or other intellectual
property rights related to the Business.
6. All documents, correspondence, memoranda, notes, legal opinions, and other
papers analyzing or assessing the Business’s or any entity related to the Business
freedom to make, use, sell, offer to sell, export or import any of the Business’
products or services.
7. All agreements relating to intellectual property rights, options to intellectual
property rights, licenses, or other interests in intellectual property related to the
Business.
8. Copies of all contracts with independent contractors who have worked on the
development of any of the Business’ products or services.

 
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H. Tax and Financial Information.


1. Five years of management accounts, annual balance sheets, and 2010 year to date
budget and projections, as well as any projections for the next five years.
2. Description of subscriber base, as detailed as possible.
3. Schedule detailing revenues from online and print subscriptions for the past five
years, and month-by-month projections for the next five years.
4. Schedule of historical estimated 2010 and projected revenue from advertisement,
differentiated by source (print, online, etc.).
5. Breakdown of subscription (print only, web only, web and print) and analysis of
renewal periods for each subscription type.
6. List of all jurisdictions in which the Business, any entity related to the Business,
or parent company, files tax returns with respect to the Business or any assets
used in the conduct thereof, and a description of all taxes paid.
7. List of all jurisdictions in which the Business or any entity related to the Business
has received notice from any authority in any jurisdiction where it does not file
tax returns that the Business (or any asset, product or service of the Business) is
subject to taxation in such jurisdiction.
8. Schedule of all pending or threatened audits of any kind.
9. For each of the last three years, copies of all tax returns (federal, state or local)
filed by the Business or any entity related to the Business with respect to the
Business or any assets used in the conduct thereof.

I. Insurance.
1. Current insurance policies (such as property, general liability, product liability,
excess liability (umbrella), life, accident, indemnity, casualty and business
interruption) covering the Business and its assets, products and services, and a
schedule of any existing claims under any of the foregoing.
2. Any notices or other correspondence indicating termination of any coverages,
proposed increases in premiums, or the refusal to cover (or reservation of rights
with respect to) any claim against the Business related to any insurance policy
covering the Business or any of its assets, products or services.
3. Any claims under such policies relating to the assets to be acquired.

 
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J. Legal Matters.
1. Schedule of all threatened or pending litigation (including investigations,
prosecutions and other legal or governmental proceedings of any kind) involving
or related to the Business.
2. Litigation files, including pleadings, status, etc. for all matters related to the
Business during the past three years.
3. All letters or other correspondence related to the Business and threatening
litigation or similar proceedings.
4. Outstanding judgments, decrees, injunctions, consents, orders, etc. requiring
payment or limiting the Business, and all settlement agreements related to the
Business.
5. Description and listing of current reserves for litigation and other contingencies
related to the Business.

K. Regulatory and Related Matters.


1. All filings, reports, correspondence, orders, etc., relating to federal, state or local
governmental regulatory agencies related to the Business and made or received
during the last three years.
2. List of all required or advisable government and non-governmental certifications,
licenses, permits, authorizations, approvals and similar items, and copies of all
such items, held by the Business or any entity related to the Business with respect
to the Business or any asset, product or service.
3. Copies of any complaints, suspensions or similar notices or correspondence
received during the last three years with respect to any of the foregoing
certifications, licenses, permits.