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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.

Type of Company:

Location:

Stage:

Current YTD Sales:

Investment:

Pre-Money:

Projected Close:
©RAIN Source Capital, Inc.

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 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

©RAIN Source Capital, Inc.

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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 % Post- %
Shares 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

©RAIN Source Capital, Inc.

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Goal Synergy

Alignment of Management and Fund Goals

Goal Synergy Analysis and Due Diligence

Additional Information Available:

©RAIN Source Capital, Inc.