/Docs/G/NVCA/2018/SPA/Form/0.md
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Doc.GUID=

P1.Name.Full=

P2.Name.Full=

EffectiveDate.YMD=

P1.US.Contract.Among.Sec=

P2.US.Contract.Among.Sec=

and the persons listed as “Founders” on the signature pages to this Agreement (each a “Founder” and together the “Founders”)=

{_Milestone_Share=

_________=

reasonably acceptable to {_Purchaser=

90=

; and (iii) {_________=

_____________=

Board=

Purchasers=

_Milestone_Event=

and Purchaser Affiliates=

and certain other stockholders of the Company=

_Purchaser=

list any other agreements, instruments or documents entered into in connection with this Agreement=

__________=

The {_Company=

arising out of their employment or board relationship with the Company=

to the Company’s knowledge,=

; or (iii) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect=

To the Company’s knowledge,=

The Company has not engaged in the past {three (3) months=

or, {to the Company’s knowledge=

material=

and its unaudited financial statements (including balance sheet, income statement and statement of cash flows) as of _______ __, 20_ and for the _____-month period ended _______ __, 20_ (collectively, the “Financial Statements”). The Financial Statements have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments. Except as set forth in the Financial Statements, the Company has no material liabilities or obligations, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to ___________; (ii) obligations under contracts and commitments incurred in the ordinary course of business; and (iii) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements, which, in all such cases, individually and in the aggregate would not have a Material Adverse Effect. The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with GAAP.

Changes
Since date of most recent financial statements/date of incorporation if no financial statements there has not been:

1. any change in the assets, liabilities, financial condition or operating results of the Company from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect;
2. any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;
3. any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
4. any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect;
5. any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;
6. any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;
7. any resignation or termination of employment of any officer or Key Employee of the Company;
8. any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s ownership or use of such property or assets;
9. any loans or guarantees made by the Company to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
10. any declaration, setting aside or payment or other distribution in respect of any of the Company’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company;
11. any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;
12. receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
13. to the Company’s knowledge,=
    
    Subsection 2.15(n) of=
    
    ____ __, 20_=
    
    , to the Company’s knowledge,=
    
    To the extent the Company maintains or transmits protected health information, as defined under 45 C.F.R. § 160.103, the Company is in compliance with the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, including all rules and regulations promulgated thereunder.=
    
    , to the knowledge of the Company,=
    
    The Purchaser acknowledges that the Company filed a registration statement for a public offering of its Common Stock, which was withdrawn effective {_____ __, 20_=
    
    The Purchaser agrees that neither any Purchaser nor the respective controlling Persons, officers, directors, partners, agents, or employees of any Purchaser shall be liable to any other Purchaser for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.=
    
    _Founders in Section 3=
    
    and the other stockholders of the Company named as parties thereto=
    
    _Founders=
    
    Company Counsel Name and Address=
    
    Purchaser Counsel Name and Address=
    
    _Purchaser =
    
    , or (ii) for an amendment, termination or waiver effected prior to the Initial Closing, Purchasers obligated to purchase specify percentage of the Shares to be issued at the Initial Closing=
    
    insert name of Company counsel=