Stock Purchase Agreement: Fill & Download for Free

This is going to be a really long answer with series of questions and answers in it. This involves compilation of lot of my previous work too.Grab a popcorn tub! Bookmark it and read it patiently.Part A] Basics of Stock Market1] What is share?The company form of organization need huge amount of money to start the business. The basic idea is to ask people to invest the money and give them a small share in the ownership of the company.Share is the smallest unit of a company’s capital. So, when a person buys a share of a company, he is basically having a small part in the company’s ownership. The shares collectively form ‘share capital’ of the company, that is the total amount of money raised.2] What is a stock exchange?Like any commodity, shares of a company can be traded too. That is to say, the shares of a company can be bought and sold.Say, there are 10 places in a city where vegetables can be bought and sold. These 10 places provide a platform for trading vegetables. Similarly, stock exchange is a place where the shares can be traded. It is simply a platform where trading can be done.Currently in India, the most popular trading platforms are BSE (Bombay Stock Exchange) and NSE (National Stock Exchange).Companies wishing to get their shares listed on these platforms will have to enter into a listing agreement with them.3] Who is a market regulator and what it does?Now, imagine that there are thousands and lakhs of companies listed on the stock exchanges and many of these companies are violating the laws relating to companies. Hence, there has to be a watch on these companies to ensure that the laws have been complied with.The SEBI (Securities and Exchange Board of India) acts as a market regulator here. It keeps and eye on these companies and is the watchdog of the market.4] What is dematerialisation (demat)?Origin of ‘Demat’Before 1996, shares used to be traded physically in paper form. The word ‘paper’ is synonymous to ‘material’. However, since 1996, shares are traded in computerized form. Hence, there will be no use of ‘paper’ or any other ‘material’. This is what we call as ‘dematerialization’. This is reduced to ‘demat’ in common parlance.So basically, a demat account is simply opening an account whereby the investors can purchase and sell in demat form.5] What are the important terms used in demat trading?Before going any further, I believe it is very important for an investor to understand the process and the related terms.Market Regulator: In order to ensure smooth and fair trading, SEBI (Securities and Exchange Board of India) acts as the apex body regulating the stock market.Stock exchanges: These are simply the platforms where the buyers and sellers meet to trade. The most popular of them are NSE (National Stock Exchange) and BSE (Bombay Stock Exchange).Depository: The depositories play a very important part in the whole process of dematerialization. They act as custodian for holding the shares in demat form. As banks hold the money belonging to its customer, similarly the depository holds the shares of the investors only as a custodian. Currently there are only two depositories- Central Depository Services Limited and National Securities Depository Limited.Depository participants: The depository participants are the agents or the brokers who act as a bridge between the investor and the depositories. For example- Zerodha, Motilal Oswal, Angel Broking, Share Khan, etc are the brokers with whom the investor can open a demat account.Sub-brokers- These are the people working for the brokers. Most of the times, an investor will contact the sub-broker for placing an order and the sub-broker, through the broker will place the order.5] What is the the entire process of trading in demat account?So considering the above image, investor ‘A’ is willing to buy shares of Yes Bank 10 quantity at Rs.1700 and investor ‘B’ is ready to sell the same quantity at the same price. They will have to place their order through their brokers and the shares so credited are maintained by depositories. Basically, depositories are only holding shares on behalf of the actual investors. Hence, all the rights relating to the shares such as dividend, voting power, etc will be exercised by the investors.6] How to open a demat account?You have to first make a choice regarding the depository participants. There is so much competition here and hence a wise choice would be choosing the one with dedicated services and low brokerage cost. The following documents are normally required:Photocopy of PAN cardPhotocopy of Aadhar card2 Passport size photos (one of the investor and other of the nominee)These documents along with few signatures on the application form is all one need to start a demat account. And that is when you can start trading.7] What is meant by Market Capitalization?Market capitalization is nothing but the total number of outstanding shares of a company multiplied by the market price per share.Sounds quite easy, doesn’t it? But there is more to the concept of market capitalization than just the above basic definition.Market capitalization of a stock shows the size of the company and most of the times, the volatility of a stock depends on its market capitalization.Let me put this in a different way.So we have three images. Image A- a bike, Image B- a car and Image C- a truck. If I ask you a simple question as to which of these is easy to push in case these vehicles are stuck, the answer would be the bike, then the car and the most difficult to push would be the truck.You see this is very much comparable to the market capitalization of the stocks.Image A depicts stocks with smaller capitalization. Image B depicts stocks with medium capitalization and Image C represents the stocks with large capitalization. The people pushing these vehicles are the investors. The more they push the more the vehicle move ahead. If they stop pushing it, the vehicle would move back.CASE A- Pushing the bike(google image)A bike requires one or two people to push and can be very easily pushed. So is the case with small cap stocks. A lot lesser number of investors can lift the stock up or bring it down.These small cap stocks show great movement both upwards and downwards. Hence, they tend to be more volatile. For the same reason when such small cap stocks are performing really well, they can turn out to be potential multibagger. But then again, these are high beta stocks and they are riskier than the blue chip large cap stocks.CASE B- Pushing the car(google image)A car requires more people than a bike to push it. Hence again this is comparable to mid cap stocks. These too tend to be more volatile than the large cap stocks. But they tend to give fancier returns than the large cap stocks.CASE C- Pushing the truck(google image)A truck requires many people to push it. The behavior of large cap stocks is akin to this. The large cap stocks require lot of investors showing great deal of interest in them for it to show a big move both ways. So, even if few investors sell the stock, the stock won’t fall much. The same is true the other way round as well. The stock won’t go up a lot if few investors buy it. Hence, these stocks are less riskier than the small and mid cap stocks. People who hate the volatility in the stock market and are having conservative approach of investing their money generally invest in large cap stocks. They tend to be safer bet as compared to the small or mid cap stocks.8. What is SENSEX?SENSEX stands for Sensitivity Index.Before going into any further detail, let us firstly understand as to what is an index.What is an index?Index is basically used for the sake of comparison. The prices of multiple years are compared with the base year.Let us consider this example,If the base year is 2010 and say the index of base year is 100, then the index value of future years can be used for knowing the % change.Hence, if the index of 2011 is 110, it means the value has increased by 10% from the base year.On similar lines, SENSEX is basically index which represents the change in the values of top 30 stocks of the nation comparing from its base year.The base year SENSEX was taken as 1978–79 with an index value of 100.Hence, now if the value of SENSEX is 28,892 (as on 27th February, 2017), it means that the value of top 30 stocks has increased by 288 times since 1978–79.Part B] Understanding the technicalities1] What influences the stock prices? Who decides the prices?This is such an amazing question with many complex possibilities! But ultimately all the possibilities are finally rooted to two categories of people. They are called by the collective names of ‘buyers’ and ‘sellers’.So imagine that there is a ‘tug of war’ situation between the ‘buyers’ and the ‘sellers’. The one who wins this war will control the price.Case 1] Buyers control the game:For the buyers to control the game, there has to be more supply. More supply of shares would mean that sellers are desperate to sell their part and hence this would give the control in the hands of buyers.Now imagine that you are a buyer. Okay, now what would you want? Will you want to buy at a cheaper price or at a costlier price?The obvious answer would be to buy cheap. Hence, the price would fall owing to excess supply and transfer of control towards buyers.Case 2] Sellers control the game:For the sellers to control the game, there has to be more demand. More demand for the shares would mean that buyers are desperate to buy and hence the control of the shares would pass on to the sellers.Again imagine this time yourself as a seller. What would you do?You would certainly want to sell the shares at a higher price, won’t you?This would move the price of the share up.But then what makes the buyers to demand more and sellers to supply more?This is something which we call as the market sentiment. Market is controlled by buyers and sellers, who are human beings with sentiments. These sentiments are governed by multiple factors which are complicated and unpredictable. Hence, it is very difficult to predict the exact reaction on the stock prices and the market as a whole.Trigger 1: The sentiment called fear:This sentiment will activate the sellers and there will be excessive selling which drags the markets down. Fear is that of the anticipated losses. Stock market is a funny place because here anticipation turns into reality. People feel that the market may come down and hence start selling. Little did they know that their selling is actually dragging the markets down.The Indian stock markets fell on these three occasions owing to the sentiment called fearSeptember 29, 2016: Reason- Sensex crashes over 500 points as Indian Army claims strike on Pakistan base.November 9, 2016: Reason- Sensex & Nifty Slump Over 1% as Trump Win, Note Ban Spooks Markets.April 7, 2017: Reason- From stocks to currencies, what Trump's Syria strike did to global market?Trigger 2: The sentiment called excitement:Excitement is again a human trait. If the shareholders are anticipating gains, they will buy earlier on the basis of this rumor or anticipation. This will move the markets up. The Indian stock market moved up on these specific occasions:October 4, 2016: Reason- MPC-steered RBI cuts repo rate by 25 bps; market bounces - The Economic TimesMarch 12, 2017: Reason- Stock markets may see an upswing due to BJP win in the coming week.Every day there are plenty of national and international news which become the basis of pulling the above human triggers of emotions.These may be Rupee depreciation- Dollar appreciation and vice a versa, introducing GST, changing political scenarios, moods of FIIs and DIIs, good monsoon, bad monsoon, insane mergers (vodafone-idea) and all such information.This makes the market such an interesting place! After all predictability is boring and tedious.2] What is ‘Target Price’ and ‘Stop Loss’?In stock market many a times these two terms are used while trading.Target Price is nothing but the price which a trader is seeking. Whereas ‘Stop Loss’ is used to cut down the losses.Okay, let me put this example, Say a stock is trading at Rs.100 and a trader is buying it at the current price and seeking a target of Rs.110. However, the stock turns down and moves to Rs.95. In this case, there may be risk that the stock will slip further. Hence, a stop loss is set at Rs.92. Which means if the stock hits 92, then the stop loss will be triggered and the stock will be sold to avoid further downfall and losses.3] What is PE ratio?Let us understand this with the help of various cases.1.1] Fresh Apple v/s Stale AppleYou go to a market and buy an apple. You have a choice to make.Apple ‘A’ is fresh and juicy. Apple ‘B’ is clearly stale. Apple ‘A’ costs you Rs.20 while Apple ‘B’ costs you only Rs.10. This clarifies the fact that a consumer will be paying more for Apple ‘A’ as it is better in taste and quality compared to Apple ‘B’.This same thing happens in case of a stock. Hence, we can say that companies with better fundamentals will command more price as compared to companies with weaker fundamentals.1.2] Costlier Fresh Apple v/s Cheaper Fresh AppleSuppose you have to make a choice between Apple ‘A’ and Apple ‘B’. Both of them are fresh and juicy. However, Apple ‘A’ costs you Rs.20, whereas Apple ‘B’ costs you only Rs.15. Hence, you choose Apple ‘B’ over Apple ‘A’.This again can be related to buying a stock. Hence, we can again say that companies which are undervalued and have good fundamentals must be bought compared to overvalued companies with good fundamentals.Now the important element is to understand in case of stocks as to which stock is overvalued and which is undervalued. For this we need to understand the formula for PE ratio.PE ratio= Market Price/ Earnings per share.In other words, it is nothing but the market price one is ready to pay for every rupee earned by the company per share. Needless to say that a company with higher PE ratio is more valued compared to a company with lower PE ratio.Using PE multiple in making decisionsSo whether to buy a company with a lower PE multiple or to go with a company with higher PE multiple?It would be meaningless to stick to one theory unless you understand and relate it to all the other factors as well.Buying a grossly undervalued stock with no fundamentals would make no sense. Buying a great stock which is overvalued again would make no sense. The key lies is choosing the right mixture of great fundamentals and lesser valued stock which has got legs to run.This would sum up the key to the decision making-The intersection of above set functions is the best choice. And that was possible only after knowing the importance of a PE multiple.Choose your apple wisely!Also to add, PE ratio differs from sector to sector. This is because you can not ask the fruit seller why is he selling Apples and oranges at different prices, can you? Different things, different values!Will keep on adding more as and when possible.

Over many decades Mr. Buffett has carefully crafted a unique reputation and approach to acquiring businesses for Berkshire Hathaway. For prospective sellers, this has made him a very differentiated buyer that can offer a few things that most private equity firms cannot:Speed and certainty to close -- Mr. Buffett makes up his mind fast. He is very clear on what kinds of businesses he will consider [1]. He sticks to industries that fit within his "circle of competence". He often already knows a lot about the company before he is approached by the seller and already has an idea of what he would want to pay for the business. If the seller gives him a price that is acceptable, he can make a decision extremely quickly. The due diligence process is simple because Mr. Buffett usually already knows what to look for. He will not typically bring a massive team of advisors and consultants to pour over every single document and number. Drafting transaction documents will be a piece of cake. In 1983, he purchased Nebraska Furniture Mart with a handshake and a two-page purchase agreement.Zero financing contingency -- With over $60 billion of cash sitting on the balance sheet, a near-perfect credit rating and well over a billion dollars of operating cashflow coming in every month, Berkshire Hathaway does not need to raise third-party financing to acquire companies. There can be very little (if any) waiting period between signing and closing.Post-acquisition autonomy -- This is pretty much the opposite of the private equity model. Mr. Buffett is a hands-off owner and has a more than four-decade track record that consistently demonstrates that. From his perspective, the whole point in buying the company was because he liked how it had been being run and would love nothing more than to see it continue being run the same way. The only times he gets involved are when the company messes up (e.g. NetJets). He stays away from messy, operationally intensive situations with one very notable (and profitable) exception in Heinz [2]. This can be a huge differentiating factor for family-run businesses where the family members want to continue to be involved in the business and who see their businesses more than just a number on a piece of paper.What about having the highest bid? Marc Bodnick is right that Buffett is able to acquire companies because he offers the highest price. It's just that in many cases, Berkshire Hathaway is the only real or credible bidder at the table because sellers seek him out [see Note 1 again]. Once again, this is quite the opposite of the private equity model, where senior PE executives often spend the majority of their time hustling for deals.Berkshire's growing advantage as a strategic buyer. It's also important to note that these days, Warren is also not as directly involved many of the new acquisitions. This is because Berkshire Hathaway has expanded over the years into many new businesses and these autonomous business units often come with exception management teams and talented leaders. In addition to their day jobs of running their businesses, these leaders are also part of Buffett's investment team. Most of Berkshire's Hathaway acquisitions these days are "bolt-on" acquisitions where Berkshire Hathaway has the advantage of being a "strategic" buyer. This is one way Berkshire Hathaway can continue to scale and deploy billions of dollars each month of new capital pouring through.Case Study: MidAmerican (now called Berkshire Hathaway Energy). This is a good example of Berkshire Hathaway creating new platform companies. Berkshire Hathaway bought majority ownership in the moderately sized Midwest power company fifteen years ago. In 2000, MidAmerican generated $4.0 billion in revenue and served around 2.2 million electricity customers and 1.2 million natural gas customers worldwide. By 2015, primarily through a series of add-on acquisitions as well as significant incremental investment in renewable energy assets, MidAmerican has grown into a $18.2 billion revenue business with $3.4 billion in pre-tax operating income. It is now the largest investor in U.S. solar and wind assets, one of the largest owners of natural gas pipelines (formerly Enron's, purchased out of bankruptcy) and one of the largest regulated power utilities in England. It is so big that one of MidAmerican's smaller subsidiaries is a real estate brokerage firm called HomeServices of America that happens to be the second-largest home brokerage in the entire country. Not surprisingly, it too has also been making bolt-on acquisitions over time. That's right, subsidiaries of Berkshire subsidiaries count as major acquirers these days.I actually have some firsthand experience with MidAmerican. In 2003, I was working as a junior investment banker at Deutsche Bank out of its Hong Kong office. We were involved in the sale of some Asian power assets and looking for potential strategic and financial buyers. One of the prospective buyers was MidAmerican and we ended up conducting several conference calls with their deal team, which was led by Greg Abel. At the time, Greg was the #2 guy at MidAmerican. He is now running BH Energy and is one of the lead contenders to succeed Warren Buffett as CEO of Berkshire Hathaway one day. I remember him as being extremely quick and wicked smart. Obviously he knew the power business inside and out. As much as I would have liked, Mr. Buffett never joined those conference calls! But in true Berkshire Hathaway fashion, they did their work and made a decision extremely quickly (they passed).Berkshire Hathaway also has some disadvantages as a buyer.Mr. Buffett has extremely high returns expectations and is loathe to use financial leverage to juice those returns (at the cost of increased risk). His number one investing rule is to "not lose money": it is reeeaaaally hard to get him to over-pay for something.Mr. Buffett has also stated that he will not participate in auctions (although leaders at his subsidiary companies will sometimes do so). So that cuts out another swathe of potential acquisition candidates.As a result, Berkshire Hathaway only makes a couple large new acquisitions a year (again, ignoring bolt-ons). Some years he doesn't make any acquisitions at all. But this is mostly by design -- the prospects that pass this filter are exactly the type of companies that Mr. Buffett is targeting.Warren likes to bring up Ted Williams, one of baseball's all-time greatest hitters. He talks about how he rarely swings at pitches, but when he swings, he swings hard. Buffett only likes to swing at these "fat pitches". The most recent one was the acquisition of the Van Tuyl Group (now known as Berkshire Hathaway Automotive) for $4 billion in early 2015. Van Tuyl Group is a car dealership with 81 locations spread across 10 states. The industry is pretty fragmented and I expect there to be a whole lot of bolt-on car dealership acquisitions in the coming years for BH Automotive.Notes:[1] Mr. Buffett first announced to the world that Berkshire Hathaway was interested in inbound acquisition opportunities in his 1982 Chairman's Letter. He had made a number of acquisitions already and was hungry for more as he prepared to transform the key driver of Berkshire Hathaway's value creation from partial ownership of companies (through stocks) to complete ownership of whole companies.His acquisition philosophy has largely stayed the same, with the principle difference being an increasing minimum threshold. In 1982, he was looking for companies that could generate at least "$5 million of after-tax earnings". In this year's letter, this number is now $75 million:We are eager to hear from principals or their representatives about businesses that meet all of the following criteria:Large purchases (at least $75 million of before-tax earnings),Demonstrated consistent earning power (future projections are of no interest to us, nor are "turnaround" situations),Businesses earning good returns on equity while employing little or no debt,Management in place (we can't supply it),Simple businesses (if there's lots of technology, we won't understand it),An offering price (we don't want to waste our time or that of the seller by talking, even preliminarily, about a transaction when price is unknown).The larger the company, the greater will be our interest: We would like to make an acquisition in the $5-20 billion range. We are not interested, however, in receiving suggestions about purchases we might make in the general stock market.We will not engage in unfriendly takeovers. We can promise complete confidentiality and a very fast answer -- customarily within five minutes -- as to whether we're interested. We prefer to buy for cash, but will consider issuing stock when we receive as much in intrinsic business value as we give.Charlie and I frequently get approached about acquisitions that don't come close to meeting our tests: We've found that if you advertise an interest in buying collies, a lot of people will call hoping to sell you their cocker spaniels. A line from a country song expresses our feeling about new ventures, turnarounds, or auction-like sales: "When the phone don't ring, you'll know it's me."[2] The one notable exception to this rule was his investment in Heinz. The investment thesis here rested heavily on the ability to operationally transform the business and increase margins over time. Mr. Buffett talks about why he made an exception in this case, citing that he was investing with partners (3G Capital) whom he trusted that would be doing all the heavy lifting. He was "going along for the ride" -- and what a ride that has been. Based on the latest market values, his investment in Heinz (now publicly listed Kraft-Heinz) has grown by over $10 billion based on the latest market valuation.

As John Greathouse noted, in a Series Seed round made up of Accredited Investors, you are not legally required to provide a prospectus or any specific disclosure schedules. As a matter of fact, I actually can't recall (at least recently) seeing a Disclosure Schedule in any of the [many] deals that I have done.Where these schedules and lists do appear, however, is in the due diligence requests from serious investors, which they will undertake prior to the closing. Depending on the size of the round and the size and professionalism of the investors (and the budget of their lawyers) the requested information may range from practically nothing more than a business plan and a slide deck (for an informal seed round), all the way up to a voluminous amount of material for a later stage venture round from a top tier fund.The closing documents will then generally include a representations and warranties clause, in which you swear on a stack of bibles (backed up by some severe economic penalties) that everything you've previously told your investors is actually true...particularly such teeny little issues as "we own all our code" and "we are operating perfectly legally".But if you want an idea as to how far the disclosure issue can go, Entrepreneur Magazine has posted a sample Due Diligence checklist (http://www.entrepreneur.com/formnet/form/774) that includes the following items (but be sure to check out their link for their terms of use and attribution):"Due Diligence" Investigation Check ListCORPORATE MATTERSa. Articles of Incorporation and by-laws of the Company and Seller.b. Corporate minute books and stock transfer records of the Company.c. Federal and state tax returns and related reports of the Company including:i. income tax returns,ii. audit reports of taxing authorities including descriptions of any open issues,iii. real estate tax bills and payment records,iv. personal property tax bills and payment records,v. franchise, license, capital stock, doing business, and similar tax reports, andvi. any other material documents.d. Agreements and arrangements between the Company and Seller or any affiliate of the Company or Seller, including:i. stock subscription agreements,ii. loan, line of credit or other financing arrangements,iii. tax sharing agreements or arrangements,iv. overhead allocation agreements or arrangements,v. management services or personnel loan agreements or arrangements,vi. guarantees or keep-well arrangements for the benefit of creditors or other third parties, andvii. any others.e. Shareholder agreements relating to stock of the Company or stock owned by the Company.f. Documents imposing restrictions or conditions on stock transfer or merger, including any arrangements granting rights of first refusal or other preferential purchase rights.g. Third-party or governmental consent or authorizations required for merger or acquisition.FINANCIAL MATTERSa. Financial statements, including:i. audited financial statements for all periods beginning on or after ^, 19^, consisting, in each case, of at least a balance sheet and income statement,ii. interim monthly unaudited financial statements for periods after the latest audited statements, andiii. working papers relating to the foregoing.b. Bank accounts and depositary arrangements.c. Credit agreements and credit instruments including loan agreements, notes, debentures and bonds, and files relating thereto.d. Performance and financial bonds.e. Letters of credit.f. Instruments or arrangements creating liens, encumbrances, mortgages, or other charges (including mechanics and materialmens' liens) on any real or personal property of the Company, including property held indirectly through joint ventures, partnerships, subsidiaries or otherwise.g. Receivables analysis including aging, turnover and bad debt experience.MANAGEMENT AND OPERATIONSa. Internal management reports and memoranda.b. Policy and procedures manuals including those concerning personnel policy, internal controls and legal and regulatory compliance.c. Budgets, financial projections, business plans and capital expenditure plans.d. Contracts and arrangements for supplies or services, including the following which were entered into or under which work was done during the past ^ years:i. contracts for the sale or purchase of real estate,ii. contracts for the purchase or sale of materials, equipment or other personal property or fixtures,iii. contracts or other arrangements for legal, accounting, consulting, brokerage, banking or other services, andiv. construction and engineering contracts or subcontracts.e. Proprietary information and documents, including:i. patents and patent applications,ii. copyrights,iii. trademarks, service marks, logos and trade or assumed names,iv. nonpatentable proprietary know-how,v. federal and state filings relating to any of the foregoing,vi. licensing agreements relating to any of the foregoing (whether the Company is a licensor or licensee), andvii. confidentiality agreements relating to any of the foregoing.f. Partnership or joint venture agreements to which the Company is a party and any other arrangements with third parties concerning the management or operation of properties, facilities or investments of the Company.g. Reports to management, board of directors or shareholders prepared by outside consultants, engineers or analysts.h. Closing documentation and related files for each prior sale of Company stock and each material asset purchase or sale by the Company during the past ^ years.i. Leases, deeds and related instruments, including without limitation, office premises leases, equipment or vehicle leases, and any such instruments held indirectly through joint ventures, partnerships, subsidiaries or otherwise.j. Agreements or arrangements granting rights of first refusal or other preferential purchase rights to any property of the Company.k. Other material agreements or arrangements.EMPLOYEE MATTERSa. Corporate policies concerning hiring, compensation, advancement and termination.b. Labor contracts together with a list of all labor unions that have represented or attempted to represent employees of the Company during the past ^ years.c. Agreements with individual employees, including:i. executive employment agreements,ii. bonus, profit-sharing and similar arrangements,iii. postemployment agreements including "salary continuation" and "golden parachute" arrangements, andiv. covenants not to compete by present or former employees.d. Names of any officers or key employees who have left the Company during the past years.e. Each of the following which the Company maintains or contributes to, together with filings with the Internal Revenue Service, Pension Benefit Guaranty Corporation (PBGC), Securities and Exchange Commission and Department of Labor, including without limitation Forms 5500 and 5310, summary plan descriptions, summary annual reports, IRS determination letters (for qualified plans), and PBGC reportable events:i. Union-sponsored multiemployer plans,ii. Defined benefit plans,iii. Defined contribution plans including:1. money purchase pension plans,2. profit-sharing plans,3. stock bonus plans,4. employee stock ownership plans, and5. savings or thrift plans,iv. Health and welfare plans, including:1. medical, surgical, hospital or other health care plans or insurance programs including HMOs,2. dental plans,3. short-term disability or sick pay plans or arrangements,4. long-term disability insurance or uninsured arrangements,5. group term or other life or accident insurance,6. unemployment or vacation benefit plans, and7. other welfare plans,v. Nonqualified deferred compensation arrangements including:1. director or officer deferred fee plans,2. excess benefit plans (providing benefits in excess of internal revenue code limitations for qualified plans), and3. severance pay plans,vi. Incentive or bonus plans including:1. stock option plans,2. stock bonus plans,3. stock purchase plans, and4. cash bonus or incentive plans.INSURANCEa. Insurance policies including those covering:i. fire,ii. liability,iii. casualty,iv. life,v. title,vi. workers' compensation,vii. directors' and officers' liability, andviii. any other insured events or matters.b. Claim and loss histories, correspondence with insurance carriers and names of all insurance representatives relating to the foregoing.REAL ESTATE AND EQUIPMENT AND OTHER PERSONAL PROPERTYa. List of real estate (with legal descriptions), equipment and other personal property owned, leased or in the process of being acquired or sold by the Company, with the cost and book value of each item.b. Real estate, equipment and other personal property leases and conditional sale agreements.c. Information relating to title on all property listed in the items above, including motor vehicle title documents.d. Appraisals of real estate, personal property and equipment.GOVERNMENTAL REGULATIONa. Licenses, permits, filings or authorizations obtained from, made with or required by any governmental entity.b. Correspondence with any governmental regulatory authority.c. Accident or injury reports to federal, state, local and foreign governmental entities.LITIGATION AND CLAIMSa. Pending or threatened litigation, regulatory investigations, governmental actions, arbitrations, or notices of violation or possible violation, including proceedings in which the Company is a plaintiff or claimant, and the names and addresses of legal counsel advising or representing the Company in each matter.b. Files and records relating to the foregoing including opinions and evaluations.