M E M O R A N D U M

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Subject: M&A Due Diligence Plan

When acquiring a company, Company breaks the process into several distinct sequential steps:

Phase 1 Due Diligence Non-Binding Letter of Intent

Phase 2 Due Diligence Stock/Asset Purchase Agreement

Phase 3 Due Diligence Integration Plan

By structuring the process into these discrete steps, we minimize the amount of time and money spent on a particular transaction. After negotiating the non-binding letter of intent (“LOI”), our goal is to review as much deal critical information as quickly as possible prior to engaging outside accountants, lawyers, and other consultants.

The purpose of this document is to outline our due diligence plan for the potential acquisition. Each phase will be described in more detail and a list of relevant information for each phase will be provided. In addition, once Phase 1 is complete and a non-binding LOI has been executed, we will provide a calendar for the period beginning with Phase 2 and ending with a close.

Phase 1 Due Diligence

Objectives

When we are presented with a potential acquisition opportunity, it is important to quickly determine if the business meets our strategic goals and that the valuation and acquisition structure acceptable to Company meets the expectations of the potential seller. This process generally begins with the execution of a Confidentiality Agreement (“CA”) followed by an in-person meeting between me and the seller and/or their representative. It provides both sides an opportunity to get better acquainted and develop the comfort level necessary to proceed.