reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs;
reviewing and approving all employment agreement and severance arrangements for our executive officers;
making recommendations to our board of directors regarding the compensation of our directors; and
retaining and overseeing any compensation consultants.
Upon consummation of the Business Combination, we anticipate that New Profusa’s compensation committee will consist of [•],[•] and [•], each of whom will qualify as independent directors according to the rules and regulations of the SEC and Nasdaq with respect to compensation committee membership, including the heightened independence standards for members of a compensation committee. New Profusa’s Board will adopt a new written charter for the compensation committee, which will be available on New Profusa’s website after adoption. The reference to New Profusa’s website address in this proxy statement/prospectus does not include or incorporate by reference the information on New Profusa’s website into this proxy statement/prospectus.
Nominating CommitteeNorthView
Our nominating committeeSee “NorthView Management’s Discussion and Analysis of Financial Condition and Results of Operations— Related Party Transactions.”
Profusa
Investor Rights Agreement
In May 2018, Profusa entered into an amended and restated investor rights agreement (the “IRA”) with certain holders of its preferred stock and common stock, including certain holders of 5% of its capital stock, and including certain affiliates of its directors, and certain of its executive officers. The IRA provides the holders of Profusa’s convertible preferred stock with certain registration rights, including the right to demand that Profusa files a registration statement or request that their shares be covered by a registration statement that Profusa is otherwise filing. The IRA also provides certain major stockholders with information rights and a right of first refusal with regard to certain issuances of Profusa’s capital stock. The IRA will be responsible for, among other things:terminate upon the closing of the merger.
identifying individuals qualifiedVoting Agreement
In May 2018, Profusa entered into an amended and restated voting agreement (the “Voting Agreement”) with certain holders of its preferred stock and common stock, including certain holders of 5% of its capital stock, and including certain affiliates of its directors, and certain of its executive officers. Pursuant to become membersthe Voting Agreement, certain holders of our boardits preferred stock and common stock have agreed to vote their shares in favor of the election of certain directors consistent with criteriaand specified transactions approved by our board of directors;
overseeing succession planning for our Chief Executive Officer and other executive officers;
periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors;
overseeing an annual evaluationthe requisite number of the effectivenessshares of our boardits voting capital stock held by investors party thereto. The Voting Agreement will terminate upon the closing of the merger.
Right of First Refusal and Co-Sale Agreement
In May 2018, Profusa entered into an amended and restated right of first refusal and co-sale agreement (the “Co-Sale Agreement”) with certain holders of its preferred stock and common stock, including certain holders of 5% of its capital stock, and including certain affiliates of its directors, and certain of its committees;executive officers. Pursuant to the Co-Sale Agreement, Profusa has a right of first refusal in respect of certain sales of securities by certain holders of its capital stock. To the extent Profusa does not exercise such right in full, certain holders of its preferred stock are granted certain rights of first refusal and
developing and recommending to our board co-sale in respect of directors a set of corporate governance guidelines.
Upon consummationsuch sales. The Co-Sale Agreement will terminate upon the closing of the Business Combination, we anticipatemerger.
APAC Joint Venture Term Sheet
In July 2020, Profusa entered into a Binding Term Sheet for APAC Joint Venture (the “Term Sheet”) with Carbis Bay Limited, BC hSensor Limited, and Tasly (International) Healthcare Capital Company Limited (collectively, the “Investors”), pursuant to which Profusa and the Investors intend to negotiate and enter into definitive transaction agreements for a joint venture (the “JV”) intended to commercialize Lumee Glucose and Lumee Oxygen (collectively, the “Licensed Products”) in the Asia Pacific region, which includes Greater China, South Korea, New Zealand, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and Vietnam. If Profusa and the Investors establish the JV, Profusa will grant the JV a license to its intellectual property to use, develop, manufacture and commercialize the Licensed Products in the Asia Pacific region. In exchange for the license, the JV would pay Profusa an upfront fee and also sub-teen double-digit royalties on sales and lower-mid double digit royalties on royalties, sub-licensing fees or collaboration payments received by the JV. At formation, the JV would be wholly owned by Profusa, and the Investors would subsequently provide seed funding for the JV in the amount of $350,000 in exchange for a 3.4% ownership interest in the JV. The Investors would also have an option to invest up to an additional $11 million into the JV in exchange for an up to 52.4% ownership interest in the JV. Allocations of investment amounts and ownership percentages in the JV among the Investors would be one-third for each Investor. The Term Sheet also contemplates that New Profusa’s nominating committee will consist of [•], [•] and [•], each of whom will qualify as independent directors according to the rules and regulationsdefinitive transaction documents would include provisions for the governance of the SECJV and Nasdaq withthe rights of Profusa and the Investors in respect thereof.
Equity Grants to nominating committee membership. New Profusa’s Board will adopt a new written charter for the nominating committee, which will be available on New Profusa’s website after adoption. The referenceExecutive Officers and Directors
Profusa has granted stock options to New Profusa’s website address in this proxy statement/prospectus does not include or incorporate by reference the information on New Profusa’s website into this proxy statement/prospectus.
Risk Oversight
Our board of directors is responsible for overseeing our risk management process. Our board of directors focuses on our general risk management strategy, the most significant risks facing us, and oversees the implementation of risk mitigation strategies by management. Our audit committee is also responsible for discussing our policies with respect to risk assessment and risk management. Our board of directors believes its administration of its risk oversight function has not negatively affected our board of directors’ leadership structure.
Code of Ethics
New Profusa’s Board will adopt a Code of Ethics applicable to our directors, executive officers and team members that complies withcertain directors, as more fully described in the rulessection titled “Management of Profusa — Executive and regulations of Nasdaq and the SEC. The Code of Ethics will be available on New Profusa’s website. In addition, New Profusa intends to post on the Corporate Governance section of its website all disclosures that are required by law or Nasdaq listing standards concerning any amendments to, or waivers from, any provision of the Code of Ethics. The reference to New Profusa’s website address in this proxy statement/prospectus does not include or incorporate by reference the information on New Profusa’s website into this proxy statement/prospectus.
Director Compensation of Directors and Officers
Following the Closing of the Business Combination, we expect New Profusa’s executive compensation program to reflect Profusa’s compensation policies and philosophies, as they may be modified and updated from time to time.Profusa.”