Due Diligence Report For

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DUE DILIGENCE REPORT

FOR

PREPARED BY

DISCLAIMER

This document has been created for the purpose of sharing information to enable the co-investment by two or more RAIN funds or their members. This recommendation and additional materials have been provided on an “as is” basis without warranty, implied or otherwise to the accuracy, consistency, or thoroughness about this Company. It is understood that each RAIN Fund and RAIN member shall be responsible for their own independent due diligence and reliance upon this report shall be at your own risk.

Recommendation

The due diligence team recommends an investment of $______in the form of ______.

Summary Company Background and Description

Management

Management Analysis and Due Diligence

Market

General Market Information

Competition

Sales Strategy

Target Customers/Demographics

Market Analysis and Due Diligence

Product / Service Uniqueness

Description

Value Proposition

Intellectual Property/Other Competitive Strategies

Product Uniqueness Analysis and Due Diligence

Financial

Historical Financials & Projections

(Millions) / 2007 / 2008 / 2009 / 2010
Revenue
Op. Expenses
Net Income/Loss
Ending Cash

Current Financials (narrative summary, may want to attach detailed statements)

Sources and Uses of Proceeds

Capitalization Table

Pre-Offering Shares / % / Post-Offering
Shares / %
Existing Shareholders:
Common Stock
Stock Options
New Investors:
Series A Conv. Pref. / --
Warrants / --
Total / % / %

Current Financing/Summary of Terms

Investment Expectation

Exit strategy and time to exit:

Future value at exit:

Estimated % of company held at exit:

Estimated total return (IRR):

Financial Analysis and Due Diligence

Goal Synergy

Alignment of Management and Fund Goals

Goal Synergy Analysis and Due Diligence

Additional Information Available: