Company details

1.1a Company name*

1.1b Is the trading name different from the company name?

Has the company been known by any other name in the past 5 years?

1.2 Website address

1.3 Description of target activities*

1.5 Enterprise value of target (USD)*

$

TLPE is available for targets up to $20,000,000.

1.6 NAIC code (or a full description of the target)

1.7 Is the company located in California?

02

Insurance broker & shareholder details

Insurance broker

Insurance broker contact

Insurance broker email

2.2 Is there a business broker or advisor working on the transaction?

2.3 Insured — name*

2.3 Insured — address*

Will the entity / individual give representations and warranties to the buyer?

Will the entity / individual be insured under the TLPE policy?

Type of shareholder

Position at target

03

Transaction

3.1a Transaction type

3.1b Is the target being carved out of a larger entity, or are substantially all of its assets being acquired?

3.2 Purchase price adjustment mechanism

3.3 Will the buyer acquire all the equity in the company?

3.4 Proposed timeline for this transaction

3.5 Will the sellers be rolling over any equity?

3.6 Are you required to give an escrow under the acquisition agreement?

Overall liability to the buyer under the acquisition agreement

3.7 Will the buyer know about the existence of the TLPE policy?

3.8 Do you want the buyer to be named as a "loss payee" under the TLPE policy?

A loss payee can receive claims paid under the policy directly from the insurer. Buyers generally see this as a benefit.

04

Insurance

4.1 Policy limit (USD)*

$

Usually 100% of the enterprise value of the target / asset, plus defense costs.

4.2 Specific coverage requests

05

Information about the target

5.1 Have the parties prepared any diligence in respect of the transaction?

5.2 Has the target engaged tax advisers?

5.3 Has the target ever been subject to a tax audit, litigation, government investigation, or a dispute?

5.4 Does the target prepare financial accounts?

5.5 Is the target financially distressed?

5.6 Have all tax returns been duly filed?

5.7 Does the target own any intellectual property being sold to the buyer?

5.8 Number of employees

5.9 Number of contractors

5.10 Is there any recurring revenue?

5.11 Does the target require any licenses or permits to carry on its business?

5.12 Insurance coverage of the target

Include coverage, limit, insurer and expiry date for each policy.

5.13a Has the target made an insurance claim in the past 3 years?

5.13b Aware of any unreported claims, circumstances or incidents in the past 3 years?

5.13c Aware of any incident which resulted in legal action against the target in the past 3 years?

5.14 Does the target own any real estate being sold in this transaction?

5.17 Applicable regulatory regimes & any government contracts

e.g. HIPAA, Medicare, Medicaid, FDCPA, CCPA, BIPA, GDPR.

5.18 Are any of the business assets subject to any liens?

5.19 Does the business have any overseas operations?

06

Notifiable circumstances declaration

6.1 Are you aware of any fact, matter or circumstance which could result in a breach of any of the representations and warranties?

07

Additional information

7.1 Anything else we should know about the target / asset or the transaction

7.2 Additional information you'd like to provide

Transaction liability private enterprise — application