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 [•],[•]Rajesh Asarpota (Chair). Lauren Chung, and [•],Peter O’Rourke, 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 anticipate thatmerger.
APAC Joint Venture Term Sheet
In July 2020, Profusa entered into a Binding Term Sheet for APAC Joint Venture (the “Original 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 Profusa’s nominating committee will consist of [•], [•]Zealand, Australia, Brunei, Cambodia, Indonesia, Laos, Malaysia, Myanmar, the Philippines, Singapore, Thailand and [•], each of whom will qualifyVietnam. Subsequently, in 2023, Profusa and the Investors entered into Amendment Number One to Binding Term Sheet for APAC Joint Venture, which amended the Original Term Sheet (the Original Term Sheet, as independent directors accordingso amended, the “Term Sheet”). If Profusa and the Investors establish the JV, at formation, the JV would be wholly owned by Profusa. Profusa would grant the JV an exclusive license to its intellectual property to use, develop, manufacture and commercialize the rules and regulationsLicensed Products in the Asia Pacific region. In exchange for the license, the JV would issue to Profusa ordinary shares of the SEC and NasdaqJV with respectvalue equal to nominating committee membership. New Profusa’s Board will adopt a new written charter for$10 million, contingent upon an independent third-party valuation firm determining that the nominating 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.
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 with the rules 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 provisionvalue of the Code of Ethics. The referencelicense is no less than $10 million. Subject to New Profusa’s website address in this proxy statement/prospectus does not includecertain closing conditions, Tasly Holding Group Co. Ltd. or incorporate by reference the information on New Profusa’s website into this proxy statement/prospectus.
Compensation of Directors and Officers
Following the Closingits affiliates (collectively, “Tasly”) would then purchase 60% of the Business Combination, we expect New Profusa’s executive compensation programshare capital of the JV from Profusa for $6 million, resulting in the JV being 60% owned by Tasly and 40% owned by Profusa. The JV would also pay Profusa 5% royalties on sales, and 30% royalties on income from royalties, sub-licensing fees or collaboration payments received by the JV. The Investors would also have an option to reflect Profusa’s compensation policiesinvest in preference shares of the JV at a pre-money valuation of $10 million, with allocations of investment amounts and philosophies, as they may be modified and updated from time to time.ownership percentages in the JV