LEGAL DUE DILIGENCE QUESTIONNAIRE

<Company Name>

(the “Company”)

Please answer the following enquiries and provide the following documentation in respect of the Company.

1. CORPORATE MATTERS

1.1 A copy of the Company’s Constitution.

1.2 Details of:

1.2.1 the issued capital of the Company and the number and classes of shares of which it is
composed;

1.2.2 any changes in the issued share capital of the Company during the three preceding
financial years including the issue, consolidation, sub-division, conversion, redemption,
repurchase, reduction or reclassification or creation of new classes of shares;

1.2.3 names of subscribers, number of shares issued, classes of shares issued, and issue price.

Please identify those shareholders who are employees of the Company or a related entity.

1.3 Details of any subsidiaries of the Company and an indication as to whether they are trading or
dormant.

1.4 Details (including the percentage of total issued capital owned) of any companies (other than the
subsidiaries of the Company) in which the Company owns or has agreed to subscribe for any shares
or stock including loan stock.

1.5 Confirmation that no resolution for the winding up of the Company has been passed and no petition
for the winding up of the Company or the appointment of an administrator or liquidator of the
Company has been presented, that no receiver, administrative receiver, manager or other
encumbrancer has been appointed over or to all or any part of its business or assets and that the
Company has not entered into any voluntary arrangement or composition for the benefit of its
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creditors. Please provide details to the extent that such confirmation cannot be given.

1.6 Details of, and copies of documents relating to, any share option or subscription warrant
arrangements or other agreements or arrangements which oblige or may oblige the Company to
issue shares or buy back issued shares.

1.7 Details of, and copies of documents relating to, any convertible debt or similar securities issued by
the Company.

1.8 Details of any financial assistance given by the Company in connection with the acquisition of its
shares.

2. BANKING ARRANGEMENTS AND BORROWINGS

2.1 Copies or details of all:

2.1.1 loan agreements, facility letters or other documentation relating to the banking
arrangements and borrowings of the Company;

2.1.2 charges, debentures and guarantees, indemnities or other security given by the Company
over its assets or given by a third party in respect of the Company’s obligations;

2.1.3 loans made by the Company to third parties, including the rates of interest payable and

repayment terms.

2.2 Copies or details of any grants, subsidies or financial assistance received by the Company and of
any for which application has been made.

3. CONTRACTS

3.1 Copies or details of any:

3.1.1 material customer agreements (including draft agreements currently being

negotiated);

3.1.2 joint venture, consortium, production, sales representative, dealer, agency, distribution,
franchise, partnership or profit sharing agreements or arrangements;

3.1.3 options or agreements for options to acquire assets of any nature which are connected
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with the Company;

3.1.4 other contracts that are of fundamental importance to the activities of the Company;

3.1.5 any shareholders agreements;

3.1.6 contracts or arrangements relating to the Company in which any of the shareholders or
directors of the Company or persons related to or otherwise connected with the Company
are or have been interested, whether directly or indirectly, which are currently in effect (or
which have been in effect during the current or immediately preceding financial year of
the Company);

4. DIRECTORS, SENIOR EXECUTIVES AND OTHER EMPLOYEES

4.1 Copies of any current or proposed employment contracts (or details of the terms of employment if
there is no written contract) of the directors and senior executives of the Company and details of
any current or proposed letter of appointment of any non-executive directors of the Company.

4.2 Details of any loans or guarantees provided by the Company to or for the benefit of any of the
directors or employees of the Company.

5. SHARE OPTION AND OTHER EMPLOYEE INCENTIVE SCHEMES

5.1 Copies of any executive/employee share option scheme, share incentive or profit sharing schemes,
employee share trusts and any bonus or incentive compensation plans and any relevant funding
arrangements thereof, including related trust agreements and employee descriptive material relating
to the same.

5.2 Details of share options granted or held including name of option holder, number of options,
exercise price, exercise period and any performance or exercise conditions.

6. INTELLECTUAL PROPERTY

6.1 Copies of any licences of the Company's intellectual property by the Company to third parties.

6.2 Copies of all contractual documents relevant to intellectual property rights (registered and
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unregistered) not owned but used by the Company under a licence (formal or informal), excluding
standard open source software licences such as GNU GPL, etc.

6.3 Details of:

6.3.1 any challenges or disputes relating to any intellectual property rights owned or used by
the Company, including any challenges to the validity, subsistence or ownership of such
rights including details of any claims or threatened claims by employees for
compensation in respect of any intellectual property;

6.3.2 any prospective or alleged infringement by third parties of any intellectual property rights
owned or used by the Company;

6.3.3 any circumstances which might affect the intellectual property rights owned or used by
the Company or the validity, enforceability, subsistence or registration of such intellectual
property;

6.3.4 any suspected or alleged infringement of third party intellectual property rights by the
Company.

7. LITIGATION

7.1 Details of any litigation, arbitration, prosecutions, disputes (including governmental proceedings)
whether current, pending or threatened, to which the Company or any of its directors is or may
become a party.

7.2 Details of circumstances which may give rise to litigation but which have not yet resulted in any
claim or threat.

8. SOFTWARE

8.1 Particulars of any software in which the Company owns the copyright including who wrote
it,whether any rights in such software have been registered and whether it has been licensed to
third parties.

8.2 Details of any software licences used in the Company and details of any breaches of those
licences.
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9. ACCOUNTS

The last three financial years' accounts.

10. MISCELLANEOUS

Details of anything not covered by the above questions which relates to the Company and which is
or may be in any way unusual or onerous in relation to the ordinary course of business, or which
you otherwise consider should be mentioned so as to ensure that the parties concerned will be in
possession of all relevant information concerning the Company.