CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT REQUESTED
DISCLOSURE SCHEDULES
TO THE
SERIES D PREFERRED STOCK PURCHASE AGREEMENT
VERDANA SOFTWARE, INC.
a Delaware corporation
June 8, 2022
Prepared by:
Calderwood & Harkness LLP 101 Montgomery Street, Suite 3500 San Francisco, California 94104
Delivered to:
Langford Price & Associates LLP 1000 SW Broadway, Suite 1600 Portland, Oregon 97205
(Counsel to Verdana Software, Inc.)
For completion by:
Verdana Software, Inc. (the "Company")
These Disclosure Schedules are delivered pursuant to and form a part of the Series D Preferred Stock Purchase Agreement (the "Agreement"), dated as of ____, 2022, by and among Verdana Software, Inc., a Delaware corporation (the "Company"), and Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Purchaser").
Matter Number: 1002-00004 Billing Client: PIN-0042
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GENERAL INSTRUCTIONS AND INTERPRETIVE NOTES
The following instructions and interpretive notes apply to all Disclosure Schedules set forth herein. The Company is directed to review these instructions carefully before completing the Disclosure Schedules. Failure to comply with these instructions may result in delay of closing or the Purchaser's determination that the conditions to closing have not been satisfied.
1. Correspondence to the Agreement. These Disclosure Schedules correspond to the representations and warranties set forth in Article III of the Agreement. Each Schedule is numbered to correspond to the section number of the applicable representation or warranty in the Agreement. For example, Schedule 3.01 corresponds to Section 3.01 of the Agreement, and so forth. To the extent that the numbering convention set forth herein differs from that ultimately reflected in the final executed version of the Agreement, the Company and the Purchaser shall cooperate in good faith to reconcile such numbering prior to closing.
2. Completion Requirements. The Company shall complete all blank fields and provide all requested information, documents, and attachments as indicated in each Schedule. Where a Schedule calls for a table or list, the Company shall populate every column and row as applicable. Where a Schedule indicates that the Company should state "None" if no items are disclosable, the Company shall affirmatively insert the word "None" rather than leaving the field blank.
3. Cross-References and Deemed Disclosure. Disclosure of any item on a particular Schedule shall be deemed disclosed with respect to all other Schedules to the extent the relevance of such disclosure to such other Schedule is reasonably apparent on the face of such disclosure. Notwithstanding the foregoing, the Company is encouraged to cross-reference items on each Schedule where applicable, and the Company's failure to do so shall not limit the scope of deemed disclosure under this paragraph.
4. No Admission of Materiality. The inclusion of any item on a Schedule shall not be deemed an admission that such item is material or would constitute a breach of any representation or warranty contained in the Agreement. Certain items may be disclosed herein solely for informational purposes or out of an abundance of caution. The fact that an item is disclosed shall not be used to interpret the scope of any representation or warranty or to establish a standard of materiality for purposes of the Agreement.
5. Defined Terms. All capitalized terms used but not defined herein shall have the meanings given to them in the Agreement, unless the context clearly requires otherwise. References to "dollars" or "$" shall mean United States dollars unless otherwise specified.
6. Headings. The headings contained herein are for reference purposes only and shall not affect the meaning or interpretation of these Disclosure Schedules. The headings do not limit or expand the scope of the information to be disclosed under any particular Schedule.
7. Document Attachments. The Company shall attach copies of all referenced documents as exhibits to the applicable Schedule where indicated. All such attachments shall be clearly labeled with the applicable Schedule number and a sequential exhibit number (e.g., "Schedule 8(a) — Exhibit 1"). To the extent that a document is relevant to more than one Schedule, it need only be attached once, provided that it is cross-referenced on each applicable Schedule.
8. Materiality and Knowledge Qualifiers. Disclosure is being made regardless of whether the applicable representation or warranty is qualified by materiality, Material Adverse Effect, or similar qualifiers. The Company should not limit its disclosure to items that exceed any particular materiality threshold, but rather should err on the side of over-inclusion.
9. Ongoing Obligation. The Company acknowledges its obligation under the Agreement to update these Disclosure Schedules through the delivery of a Bring-Down Certificate at or prior to the Closing Date, to the extent that any information set forth herein has changed or become inaccurate in any material respect between the date hereof and the Closing Date. The form of Bring-Down Certificate is attached hereto as Exhibit A.
10. Review and Verification. The Company's legal counsel and authorized officers should review each completed Schedule for accuracy and completeness prior to delivery to the Purchaser. The Purchaser's review of, or failure to object to, any item disclosed herein shall not constitute a waiver of any right or remedy under the Agreement.
SCHEDULE 1 — ORGANIZATION, GOOD STANDING, AND QUALIFICATION
Schedule 3.01 — Organization, Good Standing, and Qualification
Set forth below is information regarding the Company's incorporation, organization, and qualification to do business, as required by Section 3.01 of the Agreement.
Instructions: List each jurisdiction in which the Company is incorporated, organized, or qualified to do business, including the Company's state of incorporation and each foreign qualification. Provide the date of incorporation or qualification, the file or registration number assigned by the applicable governmental authority, and the name and address of the Company's registered agent in each jurisdiction. Identify any jurisdictions in which the Company is required to qualify to do business but has not yet obtained such qualification.
1. State of Incorporation
2. Jurisdictions of Foreign Qualification
The Company is qualified to do business as a foreign corporation in the following jurisdictions:
3. Jurisdictions Where Qualification Is Required but Not Yet Obtained
[Insert description of any jurisdiction where the Company conducts business or owns property sufficient to require qualification as a foreign corporation but has not yet obtained such qualification, or state "None."]
4. Required Attachments
The Company shall attach the following documents to this Schedule 1:
(a) Restated Certificate of Incorporation (as amended to date), certified by the Secretary of State of Delaware;
(b) Bylaws (as amended to date), certified by the Secretary of the Company;
(c) Certificate of Good Standing from the State of Delaware, dated within thirty (30) days of the date hereof; and
(d) Certificates of Good Standing (or equivalent) from each foreign jurisdiction in which the Company is qualified to do business, each dated within thirty (30) days of the date hereof.
SCHEDULE 2 — SUBSIDIARIES
Schedule 3.02 — Subsidiaries
Set forth below is information regarding all subsidiaries of the Company, as required by Section 3.02 of the Agreement.
Instructions: List all subsidiaries of the Company, whether direct or indirect, including the full legal name, jurisdiction of organization, type of entity, the Company's ownership percentage (direct and indirect), and the names of the directors or managers of each subsidiary. If the Company has no subsidiaries, state "None." If the Company has subsidiaries, attach a corporate organizational chart as an exhibit to this Schedule.
If the Company has no subsidiaries, state here: [Insert "None" if applicable.]
Required Attachments: If the Company has one or more subsidiaries, attach a corporate organizational chart showing the Company's ownership structure, including all direct and indirect subsidiaries, the percentage of ownership held by the Company (or its subsidiaries) in each entity, and any minority interests held by third parties.
SCHEDULE 3 — CAPITALIZATION
Schedule 3.03 — Capitalization
Set forth below is information regarding the Company's authorized and outstanding capital stock, stockholders, options, warrants, convertible securities, and other equity-related rights, as required by Section 3.03 of the Agreement.
Section 3(a) — Authorized and Outstanding Capital Stock
Instructions: Provide the authorized capital stock of the Company, including each class and series, and the number of shares authorized, issued, and outstanding as of the date hereof. Include Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and the proposed Series D Preferred Stock (on a post-closing basis). This table should be reconciled to the Company's most recent Certificate of Incorporation (as amended or restated) and to the Company's stock ledger maintained by its transfer agent or the Company's Secretary.
Guidance Note: The foregoing should reflect the authorized capital structure as set forth in the Company's most recently filed Certificate of Incorporation, as proposed to be amended in connection with the transactions contemplated by the Agreement. To the extent the Certificate of Incorporation is to be amended and restated to authorize the Series D Preferred Stock, the Company should present the post-amendment authorized share totals in a separate column or footnote.
Section 3(b) — Stockholders
Instructions: List each stockholder of the Company (including individual holders, institutional investors, trusts, and entities), the class and series of stock held by such stockholder, and the number of shares held. Provide each holder's percentage ownership on both a class basis and a total fully diluted basis. "Fully diluted" for purposes of this Schedule means all outstanding shares of Common Stock and Preferred Stock on an as-converted-to-Common-Stock basis, plus all shares issuable upon exercise of outstanding options, warrants, and other convertible securities, whether or not vested.
Guidance Note: Include all founders, institutional investors, angel investors, former employees who hold shares, and any other record or beneficial holders of Common or Preferred Stock. If shares are held in trust or by a nominee, identify both the record holder and the beneficial owner.
Section 3(c) — Options, Warrants, and Convertible Securities
Instructions: List all outstanding options, warrants, convertible notes, SAFEs, or other rights to purchase or receive shares of the Company's capital stock, whether or not currently exercisable or vested. Include details regarding the Company's equity incentive plan(s), including the total number of shares reserved under each plan, the number of shares subject to outstanding options or other awards, the number of shares that have been issued upon exercise of options or settlement of other awards, and the number of shares remaining available for future grant.
Equity Incentive Plan Summary
Outstanding Options, Warrants, and Convertible Securities
ESOP Pool: The Company shall separately identify the existing employee stock option pool (the "ESOP Pool"), including the current size of the pool, the number of shares allocated to outstanding awards, and the number of shares remaining unallocated. If any expansion of the ESOP Pool is proposed in connection with the transactions contemplated by the Agreement, the Company shall describe the proposed expansion in detail, including the number of additional shares to be reserved and the source of such shares (e.g., new authorization or recycled shares).
[Insert description of ESOP Pool and any proposed expansion.]
Section 3(d) — Preemptive Rights, Rights of First Refusal, and Other Rights
Instructions: Describe any preemptive rights, rights of first refusal, co-sale rights (or tag-along rights), drag-along rights, registration rights (including demand registration rights and piggyback registration rights), anti-dilution rights (including broad-based weighted-average or full-ratchet anti-dilution protections), or similar rights affecting the Company's capital stock or the issuance, transfer, or disposition thereof. Identify the agreement(s) under which such rights are granted, the holders of such rights, and the material terms thereof.
[Insert description of all such rights, or state "None."]
Required Attachments: The Company shall attach copies of the following agreements (as applicable):
(a) Investors' Rights Agreement, dated [__], as amended;
(b) Right of First Refusal and Co-Sale Agreement, dated [__], as amended;
(c) Voting Agreement, dated [__], as amended; and
(d) Any other agreement granting preemptive rights, registration rights, anti-dilution rights, or similar rights.
Section 3(e) — Stock Transfer Restrictions
Instructions: List any restrictions on transfer applicable to any shares of the Company's capital stock, including lock-up agreements, market standoff agreements, right of first refusal provisions in favor of the Company, or other contractual transfer restrictions. Identify the agreement(s) imposing such restrictions, the shares subject thereto, and the material terms of such restrictions.
[Insert description of all stock transfer restrictions, or state "None."]
SCHEDULE 4 — AUTHORIZATION
Schedule 3.04 — Authorization
Set forth below is information regarding consents, approvals, and authorizations required in connection with the execution, delivery, and performance of the Agreement and the issuance of the Series D Preferred Stock, as required by Section 3.04 of the Agreement.
Instructions: List any consents, approvals, or authorizations required from third parties (including lenders, contracting parties, landlords, and licensors) or governmental authorities (including regulatory agencies and foreign investment authorities) in connection with the execution, delivery, and performance of the Agreement and the issuance of the Series D Preferred Stock. Include any required stockholder approvals (including any approval required under the Company's Certificate of Incorporation or the General Corporation Law of the State of Delaware), board of directors approvals, lender consents, and regulatory filings.
Guidance Note: The Company should carefully consider whether any of its existing debt agreements, credit facilities, customer contracts, lease agreements, license agreements, or other contracts contain change of control, anti-assignment, or consent provisions that may be triggered by the transactions contemplated by the Agreement, including the issuance of the Series D Preferred Stock, the amendment and restatement of the Certificate of Incorporation, or any changes to the composition of the Company's board of directors.
If no consents, approvals, or authorizations are required, state here: [Insert "None" if applicable.]
SCHEDULE 5 — FINANCIAL STATEMENTS
Schedule 3.05 — Financial Statements
Set forth below is information regarding the Company's financial statements and related matters, as required by Section 3.05 of the Agreement.
Section 5(a) — Financial Statements Delivered
Instructions: List all financial statements of the Company that have been delivered or made available to the Purchaser in connection with the transactions contemplated by the Agreement. Indicate whether each set of financial statements is audited or unaudited, the identity of the independent auditor (if applicable), and the date on which such financial statements were delivered to the Purchaser or its counsel.
Required Attachments: The Company shall attach copies of all financial statements listed above as exhibits to this Schedule.
Section 5(b) — Exceptions to GAAP Compliance
Instructions: Describe any known exceptions to the Company's financial statements' compliance with generally accepted accounting principles ("GAAP") as applied in the United States, consistently applied throughout the periods covered by such financial statements. This includes, without limitation, any departures from GAAP recognition, measurement, classification, or disclosure requirements, and any changes in accounting methods, estimates, or policies from one period to another.
[Insert description of any exceptions to GAAP compliance, or state "None."]
Section 5(c) — Off-Balance Sheet Liabilities and Contingent Obligations
Instructions: Describe any material liabilities, obligations, or commitments of the Company (whether absolute, accrued, contingent, or otherwise) that are not reflected in the most recent financial statements delivered to the Purchaser. This includes, without limitation, contingent liabilities arising from pending or threatened litigation, guarantees, indemnification obligations, deferred revenue adjustments, earn-out payments, and any other off-balance sheet arrangements.
[Insert description of any off-balance sheet liabilities and contingent obligations, or state "None."]
SCHEDULE 6 — ABSENCE OF CHANGES
Schedule 3.06 — Absence of Changes
Set forth below is information regarding material changes affecting the Company since the date of the most recent financial statements delivered to the Purchaser, as required by Section 3.06 of the Agreement.
Instructions: Since the date of the most recent financial statements provided to the Purchaser (the "Balance Sheet Date"), describe any material changes in the assets, liabilities, financial condition, or results of operations of the Company, or any event or occurrence that would reasonably be expected to have a Material Adverse Effect on the Company. In addition, list any of the following events occurring since the Balance Sheet Date:
(a) Any change in accounting methods, practices, or policies;
(b) Any declaration, setting aside, payment, or authorization of any dividend or other distribution with respect to any shares of the Company's capital stock;
(c) Any incurrence of indebtedness for borrowed money, or any guarantee of the obligations of any third party;
(d) Any mortgage, lien, pledge, security interest, or other encumbrance placed on any of the Company's assets;
(e) Any sale, assignment, lease, transfer, or other disposition of any assets of the Company outside the ordinary course of business consistent with past practice;
(f) Any amendment to the Certificate of Incorporation or Bylaws of the Company;
(g) Any increase in compensation, bonuses, or benefits for any officer, director, or employee of the Company outside the ordinary course of business consistent with past practice, or the entry into any new employment, consulting, severance, or change of control agreement;
(h) Any material damage, destruction, or casualty loss (whether or not insured) affecting the Company's assets or business; and
(i) Any other event, occurrence, or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
[Insert description of any changes or events, or state "None."]
SCHEDULE 7 — MATERIAL CONTRACTS
Schedule 3.07 — Material Contracts
Set forth below is information regarding the Company's material contracts, agreements, arrangements, and commitments, as required by Section 3.07 of the Agreement.
Section 7(a) — List of Material Contracts
Instructions: List all material contracts, agreements, arrangements, and commitments (whether written or oral) to which the Company is a party or by which the Company or any of its assets are bound. For purposes of this Schedule, "material contracts" include, without limitation, the categories of agreements listed below. The Company should err on the side of over-inclusion. Attach copies of all listed contracts as exhibits to this Schedule.
Categories to Be Addressed:
(i) Customer contracts generating annual revenue in excess of $100,000 (or such other threshold as specified in the Agreement);
(ii) Supplier and vendor agreements involving annual expenditures exceeding $50,000;
(iii) Leases of real and personal property (including equipment leases);
(iv) Loan, credit, revolving credit facility, or other financing agreements (including the Company's revolving credit facility, if any);
(v) License agreements (both in-bound and out-bound), including software license agreements, patent license agreements, and trademark license agreements;
(vi) Partnership, joint venture, or strategic alliance agreements;
(vii) Employment, consulting, severance, or change of control agreements with officers, directors, or key employees;
(viii) Non-competition, non-solicitation, or exclusivity agreements;
(ix) Government contracts and subcontracts;
(x) Agreements with affiliates or related parties;
(xi) Settlement agreements;
(xii) Agency, distribution, or reseller agreements; and
(xiii) Any other contract involving aggregate payments, receipts, or obligations in excess of $100,000 or that is otherwise material to the Company's business, financial condition, or results of operations.
Required Attachments: The Company shall attach complete copies of all listed contracts (including all amendments, exhibits, schedules, and supplements thereto) as exhibits to this Schedule.
Section 7(b) — Defaults and Breaches
Instructions: Describe any known breaches, defaults, or events of default (or any event that, with the giving of notice, lapse of time, or both, would constitute a breach, default, or event of default) under any material contract to which the Company is a party. Include the identity of the contract, the nature of the breach or default, any cure period or remediation steps taken, and the potential consequences thereof.
[Insert description of any defaults or breaches, or state "None."]
Section 7(c) — Contracts Requiring Third-Party Consent
Instructions: List any material contracts that require consent, waiver, or notice to any counterparty in connection with the consummation of the transactions contemplated by the Agreement (including, without limitation, any change of control, anti-assignment, or consent-to-transfer provisions).
[If none, state "None."]
SCHEDULE 8 — INTELLECTUAL PROPERTY
Schedule 3.08 — Intellectual Property
Set forth below is information regarding the Company's intellectual property, as required by Section 3.08 of the Agreement.
Section 8(a) — Owned intellectual Property
Instructions: List all intellectual property owned by the Company, whether registered, applied for, or unregistered. This includes patents and patent applications, trademarks and service marks (including common law marks), copyrights, domain names, and trade secrets that are material to the conduct of the Company's business.
Patents and Patent Applications
Trademarks and Service Marks
Copyrights.  
Domain Names.  
Trade Secrets Material to the Business
[Insert description of material trade secrets, or state "None." The Company need not disclose the substance of its trade secrets, but should identify them by category or general description (e.g., proprietary algorithms, customer lists, pricing models, source code, manufacturing processes).]
Section 8(b) — Licensed intellectual Property
Instructions: List all intellectual property licensed to the Company by third parties, including proprietary software licenses, commercial off-the-shelf (COTS) software licenses, patent licenses, trademark licenses, and open-source software components used in the Company's products or services. For open-source software, identify the applicable license type (e.g., MIT License, Apache License 2.0, GNU General Public License (GPL) v2 or v3, GNU Lesser General Public License (LGPL), Affero General Public License (AGPL), BSD License, Mozilla Public License).
Note Regarding Open-Source Software: The Company should pay particular attention to any open-source software components that are licensed under copyleft or reciprocal license terms (e.g., GPL, LGPL, AGPL) and that are incorporated into, linked with, or distributed as part of the Company's proprietary products or services. The Company should describe the manner in which such open-source components are used (e.g., statically linked, dynamically linked, standalone tool) and whether such use triggers any copyleft or source code disclosure obligations.
Section 8(c) — Outbound Licenses
Instructions: List all intellectual property licenses granted by the Company to third parties, other than standard end-user license agreements ("EULAs") entered into in the ordinary course of business with the Company's customers on the Company's standard form. Include any exclusive licenses, source code escrow arrangements, OEM licenses, reseller licenses, or other non-standard license grants.
[If none (other than standard EULAs in the ordinary course), state "None."]
Section 8(d) — IP Assignments
Instructions: Describe any agreements under which the Company has acquired intellectual property from any third party, including founders, employees, independent contractors, consultants, or other entities. Include the identity of the assignor, a description of the intellectual property assigned, the date of assignment, and any material terms or conditions of the assignment (including any retained rights or licenses in favor of the assignor).
[Insert description of IP assignment agreements.]
Employee and Contractor IP Assignments: Identify any exceptions to the Company's standard practice of obtaining proprietary information and inventions assignment agreements (or comparable IP assignment agreements) from all employees and independent contractors. For each exception, identify the individual, the nature of the work performed, and the reason for the exception.
[Insert description of any exceptions, or state "The Company has obtained executed proprietary information and inventions assignment agreements from all current and former employees and independent contractors who have performed work for the Company, without exception."]
Section 8(e) — IP Disputes and Infringement Claims
Instructions: Describe any pending or, to the Company's knowledge, threatened claims, disputes, demands, or proceedings relating to the Company's intellectual property, including (i) allegations that the Company's products, services, or technology infringe, misappropriate, or otherwise violate the intellectual property rights of any third party, (ii) allegations that any third party infringes, misappropriates, or otherwise violates the Company's intellectual property rights, and (iii) any challenges to the validity, enforceability, or ownership of any of the Company's intellectual property.
[Insert description of any IP disputes or infringement claims, or state "None."]
SCHEDULE 9 — LITIGATION
Schedule 3.09 — Litigation
Set forth below is information regarding litigation and other proceedings involving the Company, as required by Section 3.09 of the Agreement.
Instructions: List all pending or, to the Company's knowledge, threatened actions, suits, claims, proceedings, investigations, or inquiries (whether civil, criminal, administrative, or arbitral) against the Company, any of its subsidiaries, or any of its officers or directors in their capacities as such. Include all governmental investigations, regulatory inquiries, enforcement actions, and grand jury proceedings. Also describe any judgments, orders, injunctions, decrees, consent orders, or settlement agreements to which the Company or any of its subsidiaries is subject and that remain in effect.
Judgments, Orders, and Settlement Agreements:
[Insert description of any judgments, orders, decrees, or settlement agreements to which the Company is subject, or state "None."]
[If no pending or threatened actions exist, state "None."]
SCHEDULE 10 — TAX MATTERS
Schedule 3.10 — Tax Matters
Set forth below is information regarding the Company's tax matters, as required by Section 3.10 of the Agreement.
Section 10(a) — Tax Returns
Instructions: List all jurisdictions (federal, state, local, and foreign) in which the Company has filed or is required to file tax returns, including income tax returns, franchise tax returns, sales and use tax returns, property tax returns, employment tax returns, and any other material tax returns.
Section 10(b) — Tax Deficiencies, Audits, and Disputes
Instructions: Describe any pending or proposed tax assessments, deficiencies, adjustments, audits, examinations, or disputes with any taxing authority. Include the identity of the taxing authority, the tax years involved, the nature and amount of any proposed assessment or deficiency, and the current status of any audit or dispute.
[Insert description of any tax deficiencies, audits, or disputes, or state "None."]
Section 10(c) — Tax Liens
Instructions: Describe any tax liens (whether federal, state, local, or foreign) that have been filed against the Company or any of its assets. Include the taxing authority, the amount of the lien, the assets encumbered, and the current status.
[Insert description of any tax liens, or state "None."]
Section 10(d) — Tax Elections and Agreements
Instructions: List any material tax elections that the Company has made or agreed to make, including elections under Section 338 or Section 83(b) of the Internal Revenue Code, and any tax rulings, closing agreements, advance pricing agreements, or similar arrangements with any taxing authority.
[Insert description of any material tax elections or agreements, or state "None."]
Section 10(e) — Withholding Compliance
Instructions: Describe any known failures by the Company to withhold or remit taxes as required by applicable law, including federal, state, and local income tax withholding, employment taxes (FICA, FUTA), and backup withholding obligations. Include any notices received from taxing authorities regarding withholding deficiencies.
[Insert description of any withholding compliance failures, or state "None."]
SCHEDULE 11 — EMPLOYEE MATTERS
Schedule 3.11 — Employee Matters
Set forth below is information regarding the Company's employees, benefit plans, labor relations, and employment-related matters, as required by Section 3.11 of the Agreement.
Section 11(a) — Employees
Instructions: Provide the total number of full-time employees, part-time employees, and independent contractors of the Company as of the date hereof. List all officers and key employees of the Company, including each individual's title, start date, current compensation (base salary, bonus target, and equity grants), and whether such individual is subject to a written employment agreement.
Employee Headcount:
Officers and Key Employees:
Section 11(b) — Employee Benefit Plans
Instructions: List all employee benefit plans, programs, policies, and arrangements maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of current or former employees, officers, directors, or independent contractors (or their dependents or beneficiaries). This includes, without limitation, health insurance, dental insurance, vision insurance, life insurance, short-term and long-term disability insurance, 401(k) or other retirement plans, pension plans, equity incentive plans, bonus plans, severance plans or policies, change of control arrangements, deferred compensation plans or arrangements, flexible spending accounts, health savings accounts, commuter benefits, wellness programs, and other fringe benefit plans or arrangements.
Required Attachments: The Company shall attach copies of all plan documents, summary plan descriptions, and most recent Form 5500 filings (if applicable) for each listed plan.
Section 11(c) — Labor Relations
Instructions: Describe any collective bargaining agreements to which the Company is a party, any union representation of the Company's employees, any pending or threatened labor disputes or work stoppages, and any unfair labor practice charges or complaints filed against the Company with the National Labor Relations Board or any other labor relations agency.
[Insert description of any labor relations matters, or state "None."]
Section 11(d) — Employment Claims and Disputes
Instructions: Describe any pending or, to the Company's knowledge, threatened employment-related claims, disputes, charges, or proceedings against the Company, including charges filed with the Equal Employment Opportunity Commission (EEOC) or any state or local fair employment agency, complaints filed with the Occupational Safety and Health Administration (OSHA), wage and hour claims (including claims under the Fair Labor Standards Act or applicable state wage laws), whistleblower claims, wrongful termination claims, discrimination or harassment claims, and any other employment-related litigation or administrative proceedings.
[Insert description of any employment claims and disputes, or state "None."]
Section 11(e) — WARN Act
Instructions: Describe any plant closings, mass layoffs, relocations, or reductions in force implemented by the Company within the past two (2) years that may implicate the Worker Adjustment and Retraining Notification Act (the "WARN Act") or any analogous state or local law. Include the date of the event, the number of employees affected, the location(s) involved, and whether the requisite notice was provided.
[Insert description of any WARN Act-related events, or state "None."]
SCHEDULE 12 — COMPLIANCE WITH LAWS; PERMITS
Schedule 3.12 — Compliance with Laws; Permits
Set forth below is information regarding the Company's compliance with applicable laws and the permits and licenses held by the Company, as required by Section 3.12 of the Agreement.
Section 12(a) — Legal Compliance
Instructions: Describe any known violations of, or failures to comply with, any applicable federal, state, local, or foreign law, regulation, ordinance, rule, order, judgment, injunction, or decree, including any notices of violation, citations, fines, penalties, or corrective action orders received from any governmental authority. Include violations relating to employment and labor, environmental, health and safety, data privacy, consumer protection, securities, tax, anti-corruption, and any other applicable regulatory areas.
[Insert description of any known violations or compliance failures, or state "None."]
Section 12(b) — Permits and Licenses
Instructions: List all material permits, licenses, authorizations, registrations, certifications, and approvals held by the Company and required for the conduct of its business as currently conducted. Identify any permits or licenses that are pending renewal, subject to conditions or restrictions, or that may be affected by the transactions contemplated by the Agreement (including any change of control or assignment provisions).
SCHEDULE 13 — ENVIRONMENTAL MATTERS
Schedule 3.13 — Environmental Matters
Set forth below is information regarding environmental matters affecting the Company, as required by Section 3.13 of the Agreement.
Instructions: Describe any known environmental liabilities, violations, remediation obligations, clean-up costs, or pending or threatened environmental claims, demands, or proceedings involving the Company. This includes, without limitation, any liability under the Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"), the Resource Conservation and Recovery Act ("RCRA"), the Clean Air Act, the Clean Water Act, or any analogous state or local environmental law. Also describe any underground storage tanks, hazardous material storage or handling, asbestos-containing materials, or lead-based paint at any property owned, leased, or operated by the Company.
[Insert description of any environmental matters, or state "None."]
SCHEDULE 14 — INSURANCE
Schedule 3.14 — Insurance
Set forth below is information regarding the insurance policies maintained by the Company, as required by Section 3.14 of the Agreement.
Instructions: List all insurance policies maintained by or on behalf of the Company, including general liability, directors' and officers' liability (D&O), errors and omissions (E&O) / professional liability, cyber liability, property, business interruption, workers' compensation, employment practices liability (EPLI), key person, product liability, umbrella / excess liability, and any other insurance policies. Identify any pending claims under such policies and any insurance claims that have been denied or disputed by the insurer.
Pending Claims: [Insert description of any pending claims under the Company's insurance policies, or state "None."]
Required Attachments: The Company shall attach copies or binders of all listed insurance policies as exhibits to this Schedule.
SCHEDULE 15 — REAL PROPERTY
Schedule 3.15 — Real Property
Set forth below is information regarding real property owned, leased, or subleased by the Company, as required by Section 3.15 of the Agreement.
Section 15(a) — Owned Real Property
Instructions: List all real property owned (in fee simple or otherwise) by the Company, including the street address, county, state, legal description (or reference thereto), and any encumbrances, liens, easements, or restrictions on such property.
[Insert description of any owned real property, or state "None."]
Section 15(b) — Leased Real Property
Instructions: List all real property leased, subleased, or otherwise occupied by the Company, including the street address, the identity of the landlord or sublandlord, the lease term (including commencement and expiration dates), monthly rent, renewal options, security deposit amounts, and any material terms or conditions.
Required Attachments: The Company shall attach complete copies of all lease agreements (including all amendments, extensions, and subleases) as exhibits to this Schedule.
SCHEDULE 16 — RELATED PARTY TRANSACTIONS
Schedule 3.16 — Related Party Transactions
Set forth below is information regarding transactions between the Company and related parties, as required by Section 3.16 of the Agreement.
Instructions: Describe any transactions, contracts, arrangements, or understandings (whether written or oral, formal or informal) between the Company, on the one hand, and any of the following persons, on the other hand: (i) any officer or director of the Company, (ii) any stockholder holding five percent (5%) or more of any class of the Company's capital stock, (iii) any member of the immediate family of any such officer, director, or stockholder, or (iv) any entity in which any such officer, director, stockholder, or family member has a material interest. This includes, without limitation, loans (including receivables from or payables to related parties), guarantees, employment or consulting arrangements with family members, contracts with affiliated entities, and any other transactions that would be required to be disclosed under Item 404 of SEC Regulation S-K (as if the Company were a reporting company).
[Insert description of any related party transactions, or state "None."]
SCHEDULE 17 — DATA PRIVACY AND SECURITY
Schedule 3.17 — Data Privacy and Security
Set forth below is information regarding the Company's data privacy and security practices, as required by Section 3.17 of the Agreement.
Instructions: Describe the Company's data privacy and security practices, policies, and compliance measures, including the following:
(a) A summary of the Company's privacy policy(ies) as published on its website(s) and/or as provided to customers and users;
(b) The types of personal data (as defined under applicable data privacy laws) collected, processed, stored, or transmitted by the Company, including customer data, employee data, and any data subject to heightened regulatory protection (e.g., protected health information under HIPAA, personal information of children under COPPA, financial data under GLBA, biometric data);
(c) The Company's compliance with applicable data privacy and security laws and regulations, including the California Consumer Privacy Act (CCPA), the General Data Protection Regulation (GDPR), and any other applicable federal, state, or foreign data privacy laws;
(d) A description of the Company's information security program, including technical, administrative, and physical safeguards;
(e) Any data protection impact assessments, SOC 2 audits, ISO 27001 certifications, or other security assessments conducted by or on behalf of the Company; and
(f) Any material data processing agreements with third-party service providers, including cloud hosting providers, payment processors, and analytics vendors.
[Insert description of the Company's data privacy and security practices.]
Data Breaches and Security Incidents: Describe any known data breaches, unauthorized access, security incidents, or violations of data privacy laws or regulations that have occurred at any time. Include the date of the incident, the nature and scope of the breach, the number of individuals affected, the type of data compromised, whether notification was provided to affected individuals or regulatory authorities, and any remedial actions taken.
[Insert description of any data breaches or security incidents, or state "None."]
SCHEDULE 18 — INDEBTEDNESS; LIENS AND ENCUMBRANCES
Schedule 3.18 — Indebtedness; Liens and Encumbrances
Set forth below is information regarding the Company's indebtedness and encumbrances on the Company's assets, as required by Section 3.18 of the Agreement.
Section 18(a) — Indebtedness
Instructions: List all indebtedness for borrowed money of the Company, whether secured or unsecured, including revolving credit facilities, term loans, lines of credit, capital leases, finance leases, promissory notes, convertible notes (to the extent not already disclosed on Schedule 3), venture debt, equipment financing, guarantees of the obligations of third parties, and any other financing obligations. Include the identity of the lender or creditor, the type and amount of the facility, the outstanding balance as of the date hereof, the applicable interest rate, the maturity date, the collateral or security (if any), and any material financial covenants.
Required Attachments: The Company shall attach complete copies of all loan agreements, credit agreements, promissory notes, security agreements, guarantees, and related documents as exhibits to this Schedule.
Section 18(b) — Liens and Encumbrances
Instructions: List all liens, mortgages, pledges, security interests, charges, and other encumbrances on the Company's assets (whether tangible or intangible), other than those disclosed in Section 18(a) above. Include UCC financing statements filed against the Company, judgment liens, mechanic's liens, and any other encumbrances. For each lien or encumbrance, identify the secured party, the assets encumbered, the nature of the lien, and the amount secured (if determinable).
[Insert description of any liens and encumbrances, or state "None (other than those disclosed in Section 18(a) above)."]
SCHEDULE 19 — BROKERS AND FINDERS
Schedule 3.19 — Brokers and Finders
Set forth below is information regarding brokers, finders, and financial advisors in connection with the transactions contemplated by the Agreement, as required by Section 3.19 of the Agreement.
Instructions: List any broker, finder, investment banker, financial advisor, placement agent, or other person or entity that is entitled to receive any fee, commission, expense reimbursement, or other payment in connection with the transactions contemplated by the Agreement, whether payable by the Company or the Purchaser.
[If none, state "None."]
SCHEDULE 20 — ACCOUNTS RECEIVABLE
Schedule 3.20 — Accounts Receivable
Set forth below is information regarding the Company's accounts receivable, as required by Section 3.20 of the Agreement.
Instructions: Provide an aging schedule of accounts receivable as of the date of the most recent financial statements delivered to the Purchaser (the "Balance Sheet Date"). Identify any accounts receivable that are subject to dispute, offset, counterclaim, or allowance for doubtful accounts, and describe the nature and amount of any such dispute or allowance.
Summary by Aging Category:
Disputed Accounts / Allowance for Doubtful Accounts:
[Insert description of any accounts receivable subject to dispute, offset, counterclaim, or allowance for doubtful accounts, including the customer name, the amount in dispute, and the nature of the dispute, or state "None."]
SCHEDULE 21 — PRODUCT WARRANTIES AND LIABILITIES
Schedule 3.21 — Product Warranties and Liabilities
Set forth below is information regarding the Company's product and service warranties and related liabilities, as required by Section 3.21 of the Agreement.
Instructions: Describe any material product or service warranties, guarantees, service level agreements ("SLAs"), uptime commitments, indemnification obligations, or similar commitments made by the Company to its customers, whether in the Company's standard terms of service, customer contracts, or otherwise. Include the nature of the warranty or commitment, the duration, the applicable remedies (including credits, refunds, or service extensions), and the aggregate financial exposure thereunder.
[Insert description of material product/service warranties, guarantees, and SLAs.]
Pending or Threatened Product Liability or Warranty Claims: Describe any pending or, to the Company's knowledge, threatened product liability claims, warranty claims, or other claims arising from the Company's products or services, including the identity of the claimant, the nature and amount of the claim, and the current status.
[Insert description of any pending or threatened claims, or state "None."]
SCHEDULE 22 — CUSTOMERS AND SUPPLIERS
Schedule 3.22 — Customers and Suppliers
Set forth below is information regarding the Company's significant customers and suppliers, as required by Section 3.22 of the Agreement.
Section 22(a) — Top Customers
Instructions: List the Company's top fifteen (15) customers by revenue for the most recent twelve-month period, including each customer's name, the revenue generated from such customer during such period, the percentage of the Company's total revenue attributable to such customer, and the expiration date of the applicable contract (if any).
Section 22(b) — Top Suppliers / Vendors
Instructions: List the Company's top ten (10) suppliers or vendors by spend for the most recent twelve-month period, including the name of the supplier or vendor, the annual spend, and a description of the goods or services provided.
Section 22(c) — Customer / Supplier Issues
Instructions: Describe any material disputes, threatened terminations, renegotiations, or significant changes in the relationship with any of the customers or suppliers listed above. Also identify any customer or supplier that has notified the Company of its intent to terminate, materially reduce, or materially alter its business relationship with the Company within the past twelve (12) months.
[Insert description of any material customer or supplier issues, or state "None."]
SCHEDULE 23 — BANK ACCOUNTS
Schedule 3.23 — Bank Accounts
Set forth below is information regarding the Company's bank accounts and depository accounts, as required by Section 3.23 of the Agreement.
Instructions: List all bank accounts, brokerage accounts, money market accounts, investment accounts, and other depository accounts maintained by the Company, including the financial institution, account type, the last four digits of the account number (for security purposes), and the names of all individuals authorized to sign on or access each account.
SCHEDULE 24 — POWERS OF ATTORNEY AND AUTHORIZED SIGNATORIES
Schedule 3.24 — Powers of Attorney and Authorized Signatories
Set forth below is information regarding powers of attorney and similar authorizations granted by the Company, as required by Section 3.24 of the Agreement.
Instructions: List all outstanding powers of attorney, agency agreements, or similar authorizations granted by the Company to any person or entity, including the identity of the grantee, the scope of authority granted, the date of the grant, and whether such authorization is revocable or irrevocable.
[If none, state "None."]
SCHEDULE 25 — ANTI-CORRUPTION; SANCTIONS; EXPORT CONTROLS
Schedule 3.25 — Anti-Corruption; Sanctions; Export Controls
Set forth below is information regarding the Company's compliance with anti-corruption, sanctions, and export control laws, as required by Section 3.25 of the Agreement.
Instructions: Describe any known violations of, or pending or threatened investigations relating to, any anti-corruption law (including the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the UK Bribery Act 2010, and any other applicable anti-corruption law), economic sanctions laws and regulations (including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, and the United Nations), or export control laws and regulations (including the U.S. Export Administration Regulations ("EAR") and the International Traffic in Arms Regulations ("ITAR")).
The Company should also describe:
(a) Any payments, gifts, or things of value provided by the Company or its agents to any government official, political party, or candidate for political office;
(b) Any transactions involving persons or entities located in, organized under the laws of, or ordinarily resident in any country or territory that is the subject of comprehensive U.S. economic sanctions (currently including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine);
(c) Any dealings with any person or entity appearing on the OFAC Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List, or any other applicable restricted party list; and
(d) Any exports or re-exports of the Company's products, technology, or technical data that may require an export license or other authorization under applicable export control laws.
[Insert description of any known violations or pending investigations, or state "None."]
EXHIBIT A — FORM OF BRING-DOWN CERTIFICATE
OFFICER'S CERTIFICATE
Pursuant to Section [____] of the Series D Preferred Stock Purchase Agreement
Verdana Software, Inc.
The undersigned, [NAME], the [TITLE] of Verdana Software, Inc., a Delaware corporation (the "Company"), hereby certifies, on behalf of the Company and not in any individual capacity, as follows, in connection with the closing of the transactions contemplated by the Series D Preferred Stock Purchase Agreement, dated as of [__], 2022 (the "Agreement"), by and among the Company and Pinnacle Venture Fund II LP, a Delaware limited partnership (the "Purchaser"):
1.  Accuracy of Representations and Warranties. Each of the representations and warranties of the Company contained in Article III of the Agreement is true and correct in all material respects (or, with respect to any representation or warranty that is qualified by materiality, Material Adverse Effect, or similar qualifier, in all respects) as of the Closing Date, as though made on and as of the Closing Date, except to the extent such representations and warranties are specifically made as of an earlier date, in which case they are true and correct as of such earlier date, subject to the disclosures set forth in the Disclosure Schedules (as updated by this Certificate).
2.  Accuracy and Completeness of Disclosure Schedules. The Disclosure Schedules delivered to the Purchaser on June 8, 2022, are accurate and complete in all material respects as of the Closing Date, except as set forth in the Update Schedule attached hereto as Annex 1.
3.  Performance of Covenants. The Company has performed and complied in all material respects with all covenants and agreements required by the Agreement to be performed or complied with by it on or before the Closing Date.
4.  No Material Adverse Effect. Since the date of the Agreement, no event, occurrence, development, or circumstance has occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.
5.  Corporate Authority. All corporate action on the part of the Company, its officers, directors, and stockholders necessary for the authorization, execution, and delivery of the Agreement and the other Transaction Documents, and the consummation of the transactions contemplated thereby, has been taken.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of [__], 2022.
VERDANA SOFTWARE, INC.
By: ________
Name: ________
Title: ________
Date: ________
Annex 1 — Update Schedule
[Insert any updates to the Disclosure Schedules since June 8, 2022, or state "No updates."]
APPENDIX — DOCUMENT DELIVERY CHECKLIST
Set forth below is a checklist of documents to be attached to each Disclosure Schedule. The Company shall confirm delivery of all required attachments and mark this checklist accordingly prior to closing. Delivery of all attachments listed below as required is a condition to the Purchaser's obligation to close under the Agreement.
Instructions: The Company shall review each row above, confirm delivery of the applicable attachment by marking "Y" in the "Delivered" column, and include any explanatory notes in the "Notes" column. Any attachment not yet delivered should be marked "N" with a note indicating the expected delivery date.
SIGNATURE PAGE / ACKNOWLEDGMENT
The undersigned, being a duly authorized representative of Verdana Software, Inc., hereby acknowledges and confirms that the foregoing Disclosure Schedules, together with all exhibits, attachments, and appendices hereto, have been prepared and delivered in good faith and are accurate and complete in all material respects as of the date first written above. The undersigned further acknowledges that the Purchaser is relying upon the accuracy and completeness of these Disclosure Schedules in connection with its decision to enter into the Agreement and consummate the transactions contemplated thereby.
This acknowledgment is made as of June 8, 2022.
VERDANA SOFTWARE, INC.
By: ________
Name: ________
Title: ________
Date: ________
ACKNOWLEDGED AND RECEIVED BY PURCHASER'S COUNSEL:
CALDERWOOD & HARKNESS LLP
By: ________
Name: ________
Title: Partner
Date: ________
Matter Number: 1002-00004 | Billing Client: PIN-0042 Calderwood & Harkness LLP — 101 Montgomery Street, Suite 3500, San Francisco, CA 94104 CONFIDENTIAL — ATTORNEY WORK PRODUCT
Field | Information
State of Incorporation | [Insert state — e.g., Delaware]
Date of Incorporation | [Insert date — e.g., March 15, 2014]
File Number | [Insert file number — e.g., 5587231]
Registered Agent Name | [Insert — e.g., Pemberton Industries]
Registered Agent Address | [Insert — e.g., 251 Little Falls Drive, Wilmington, DE 19808]
Jurisdiction | Date of Qualification | File / Registration Number | Registered Agent Name | Registered Agent Address
[Insert jurisdiction] | [Insert date] | [Insert number] | [Insert name] | [Insert address]
[Insert jurisdiction] | [Insert date] | [Insert number] | [Insert name] | [Insert address]
[Insert jurisdiction] | [Insert date] | [Insert number] | [Insert name] | [Insert address]
Full Legal Name | Jurisdiction of Organization | Entity Type | Ownership (%) | Directors / Managers
[Insert] | [Insert] | [Insert — e.g., Corporation, LLC] | [Insert — e.g., 100%] | [Insert names]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert names]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert names]
Class / Series | Authorized Shares | Issued and Outstanding Shares | Par Value
Common Stock | [Insert] | [Insert] | [Insert — e.g., $0.0001]
Series A Preferred Stock | [Insert] | [Insert] | [Insert]
Series B Preferred Stock | [Insert] | [Insert] | [Insert]
Series C Preferred Stock | [Insert] | [Insert] | [Insert]
Series D Preferred Stock (post-closing) | [Insert] | [Insert] | [Insert]
Total | [Insert] | [Insert]
Stockholder Name | Class / Series | Number of Shares | Percentage of Class | Percentage of Total Fully Diluted
[Insert — e.g., Founder 1] | [Insert] | [Insert] | [Insert]% | [Insert]%
[Insert — e.g., Founder 2] | [Insert] | [Insert] | [Insert]% | [Insert]%
[Insert — e.g., Institutional Investor 1] | [Insert] | [Insert] | [Insert]% | [Insert]%
[Insert — e.g., Institutional Investor 2] | [Insert] | [Insert] | [Insert]% | [Insert]%
[Insert additional holders as needed] | [Insert] | [Insert] | [Insert]% | [Insert]%
Total | [Insert] | 100%
Plan Name | Date Adopted | Total Shares Reserved | Shares Subject to Outstanding Awards | Shares Issued Upon Exercise / Settlement | Shares Available for Future Grant
[Insert — e.g., 2014 Stock Incentive Plan] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert — e.g., 2019 Equity Incentive Plan] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
Holder / Grantee | Type of Security (Option / Warrant / Convertible Note / SAFE) | Number of Shares | Exercise / Conversion Price | Vesting Schedule | Expiration Date
[Insert] | [Insert] | [Insert] | [Insert] | [Insert — e.g., 4-year vest, 1-year cliff] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert additional holders as needed]
Consent / Approval Required | Granting Party | Status (Obtained / Pending / Not Yet Requested)
[Insert — e.g., Stockholder approval of Restated Certificate of Incorporation] | [Insert — e.g., holders of a majority of outstanding shares] | [Insert]
[Insert — e.g., Board of Directors approval] | [Insert — e.g., Board of Directors of the Company] | [Insert]
[Insert — e.g., Lender consent under Credit Agreement] | [Insert — e.g., Harborview Savings Bank] | [Insert]
[Insert additional items as needed]
Description of Financial Statements | Period Covered | Audited / Unaudited | Auditor (if audited) | Date Delivered
[Insert — e.g., Annual Financial Statements] | [Insert — e.g., FY 2021 (Jan. 1 – Dec. 31, 2021)] | [Insert] | [Insert — e.g., Severin Beck CPAs LLP] | [Insert]
[Insert — e.g., Annual Financial Statements] | [Insert — e.g., FY 2020] | [Insert] | [Insert] | [Insert]
[Insert — e.g., Interim Financial Statements] | [Insert — e.g., Q1 2022 (Jan. 1 – Mar. 31, 2022)] | [Insert] | [Insert] | [Insert]
[Insert additional items as needed]
Contract Title / Description | Counterparty | Effective Date | Expiration / Renewal Date | Material Terms Summary
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert]
[Insert additional contracts as needed]
Contract Title / Description | Counterparty | Type of Consent / Notice Required | Status
[Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert]
Type | Description / Title | Jurisdiction | Application / Registration No. | Filing Date | Issue Date | Status
[Insert — e.g., Utility Patent] | [Insert] | [Insert — e.g., United States] | [Insert] | [Insert] | [Insert] | [Insert — e.g., Issued / Pending / Provisional]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
Type | Mark | Jurisdiction | Application / Registration No. | Filing / Registration Date | Status
[Insert — e.g., Word Mark] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert — e.g., Registered / Pending / Intent-to-Use]
[Insert] | [Insert] | [Insert] | [Insert] | [Insert] | [Insert]
Title / Description | Registration No. | Registration Date | Status
[Insert] | [Insert] | [Insert] | [Insert]
[Insert] | [Insert] | [Insert] | [Insert]
Domain Name | Registrar | Registration Date | Expiration Date
[Insert — e.g., verda