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Toggle navigationCOURSESign In / Sign UpPast Year PapersCA Intermediate Syllabus (New) For May and Nov 2018 and Chapter wise WeightageBy Admin |150 Views (0) (0)Check CA Intermediate (Earlier CA IPCC) Revised Syllabus for May 2018 and November 2018 and Marks Weightage. In our latest articles, we have given CA IPCC Study Material & Practice Manual For Nov 2017 and CA IPCC RTP For November 2017. Today we are providing CA Intermediate Group - 1 and Group - 2 new syllabus which is applicable from May 2018 attempt. There are 8 papers in CA Intermediate I;e Accounting, Corporate and Other Laws, Cost and Management Accounting, Taxation, Advanced Accounting, Auditing and Assurance, Enterprise Information Systems & Strategic Management and Financial Management & Economics for Finance. May 2019 is the last attempt to write CA IPCC in old syllabus. Later, old registration students should also write CA Intermediate in new syllabus. Now check CA Intermediate course syllabus and marks weightage.CA Intermediate Accounting Syllabus(One paper – Three hours – 100 Marks)Weightage: 20% to 25%1. Process of formulation of Accounting Standards including Ind ASs (IFRS converged standards) and IFRS; convergence or adoption; objective and concepts of carve outs.2. Framework for Preparation and Presentation of Financial Statements (as per Accounting Standards)3. Applications of Accounting Standards:- AS 1: Disclosure of Accounting Policies- AS 2: Valuation of Inventories- AS 3: Cash Flow Statements- AS 4: Contingencies and Events occurring after the Balance Sheet Date- AS 5: Net Profit or Loss for the Period, Prior Period Items and Changes in Accounting Policies- AS 10: Property, Plant and Equipment- AS 11: The Effects of Changes in Foreign Exchange Rates- AS 12: Accounting for Government Grants- AS 13: Accounting for Investments- AS 16: Borrowing Costs- AS 17: Segment Reporting- AS 22: Accounting for Taxes on IncomeWeightage: 25% to 30%4. Company Accounts- Redemption of preference shares- Redemption of debentures- Accounting for bonus issue and right issue- Accounting for tax: Concept of deferred tax asset and deferred tax liability in line with AS 22 “Accounting for Taxes”- Managerial Remuneration- Preparation of financial statements – Statement of Profit and Loss, Balance Sheet and Cash Flow Statement- Profit (Loss) prior to incorporation;Weightage: 30% to 35%5. Accounting for Special Transactions:- Investment- Insurance claims for loss of stock and loss of profit- Hire - purchase and Instalment Sale Transactions6. Special Type of Accounting- Departmental Accounting- Accounting for Branches including foreign branches- Accounts from Incomplete RecordsWeightage: 15% to 20%7.Dissolution of partnership firms including piecemeal distribution of assets; Amalgamation of partnership firms; Conversion of partnership firm into a company and Sale to a company; Issues related to accounting in Limited Liability Partnership.Note : If either a new Accounting Standards (AS), Announcements and Limited Revisions to AS are issued or the earlier one are withdrawn or new AS, Announcements and Limited Revisions to AS are issued in place of existing AS, Announcements and Limited Revisions to AS, the syllabus will accordingly include/exclude such new developments in the place of the existing ones with effect from the date to be notified by the Institute.CA Intermediate Corporate and Other Laws Syllabus(One paper – Three hours - 100 Marks)Part 1: Company Law (60 Marks)The Companies Act, 2013 – Sections 1 to 148Weightage: 30% to 40%- Preliminary- Incorporation of Company and Matters Incidental thereto- Prospectus and Allotment of Securities- Share Capital and DebenturesWeightage: 30% to 40%- Acceptance of Deposits by companies- Registration of Charges- Management and AdministrationWeightage: 25% to 35%- Declaration and payment of Dividend- Accounts of Companies- Audit and AuditorsNote: The provisions of the Companies Act, 1956 which are still in force would form part of the syllabus till the time their corresponding or new provisions of the Companies Act, 2013 are enforced.Part 2: Other Laws (40 Marks)1.The Indian Contract Act, 1872 (Specific contracts covered from section 123 onwards): Contract of Indemnity and Guarantee, Bailment, Pledge, Agency Weightage: 25% to 35%2.The Negotiable Instruments Act, 1881: Meaning of Negotiable Instruments, Characteristics, Classification of Instruments, Different provisions relating to Negotiation, Negotiability, Assignability, Right and Obligation of parties, presentment of Instruments, Rules of Compensation Weightage: 20% to 35%3.The General Clauses Act, 1897: Important Definitions, Extent and Applicability, General Rules of Construction, Powers and Functionaries, Provisions as to Orders, Rules, etc. made under Enactments, Miscellaneous Weightage: 20% to 25%4.Interpretation of statutes: Rules of Interpretation of statutes, Aids to interpretation, Rules of Interpretation/construction of Deeds and Documents Weightage: 15% to 25%Note: If new legislations are enacted in place of the existing legislations, the syllabus would include the corresponding provisions of such new legislations with effect from a date notified by the Institute. Similarly, if any existing legislation ceases to have effect, the syllabus will accordingly exclude such legislation with effect from the date to be notified by the Institute.The specific inclusions/exclusions in the various topics covered in the syllabus will be effected every year by way of Study Guidelines, if required.CA Intermediate Cost and Management Accounting Syllabus(One Paper- Three hours- 100 Marks)Weightage: 10% to 15%1.Overview of Cost and Management Accounting(i) Introduction to Cost and Management Accounting- Objectives and Scope of Cost and Management Accounting,- The users of Cost and Management accounting information- Functions of management accounting.- Role of cost accounting department in an organisation and its relation with other departments.- Installation of Costing System- Relationship of Cost Accounting, Financial Accounting, Management Accounting and Financial Management.- Cost terms and Concepts- Cost Reduction and Cost Control- Elements of Costs- Cost behavior pattern, Separating the components of fixed, variable, semi- variable and step costs.- Methods of Costing, Techniques of Costing.- Cost Accounting with use of Information Technology.(ii) Elements of Cost and preparation of Cost Sheets- Functional classification and ascertainment of cost- Preparation of Cost Sheets for Manufacturing sector and for Service sectorWeightage: 35% to 40%2. Ascertainment of Cost and Cost Accounting System(i) Material Cost- Procurement procedures- Store procedures and documentation in respect of receipts and issue of stock, Stock verification,- Valuation of material receipts,- Inventory control* Techniques of fixing level of stocks- minimum, maximum, re-order point, safety stock, determination of optimum stock level,* Determination of Optimum Order quantity- Economic Order Quantity (EOQ),* Techniques of Inventory control- ABC Analysis, Fast, Slow moving and Non moving (FSN), High, Medium, Low (HML), Vital, Essential, Desirable (VED), Just-in-Time (JIT)- Stock taking and perpetual inventory system, use of control ratios,- Inventory Accounting- Consumption- Identification with products of cost centres, Basis for consumption entries in financial accounting, monitoring consumption.(ii)Employee Cost- Attendance and Payroll procedures* Elements of wages- Basic pay, Dearness Allowance, Overtime, Bonus, Holiday and leave wages, Allowances and perquisites.- Employee Cost Control- Employee Turnover- Methods of calculating employee turnover, causes of employee turnover, effects of employee turnover.- Utilisation of Human Resource, Direct and indirect employee Cost, charging of employee cost, Identifying employee hours with work orders or batches or capital jobs.- Remuneration systems and incentive schemes* Time Rate System, Piece Rate System, Differential piece rate system, Calculation of wages, Effective Wages.(iii) Direct Expenses- Direct expenses- Nature of Direct or Chargeable expenses.- Sub-contracting- Control on material movements, Identification with the main product or service.(iv) Overheads- Functional analysis- Factory, Administration, Selling, Distribution, Research and Development.- Behavioral analysis- Fixed, Variable and Semi- Variable.- Allocation and Apportionment of overheads using Absorption Costing Method.- Factory Overheads- Primary and secondary distribution,- Administration Overheads- Method of allocation to cost centres or products,- Selling & Distribution Overheads- Analysis and absorption of the expenses in products/ customers, impact of marketing strategies, cost effectiveness of various methods of sales promotion.- Treatment of Research and development cost in cost accounting.(v) Concepts of Activity Based Costing (ABC)(vi) Recording and Accounting of Costs- Non-integrated Cost Accounting system- Ledger under non-integral system- Integrated (Cost and Financial) Accounting system- Ledgers under integral system.- Difference between the Nonintegrated and Integrated Accounting system.- Reconciliation of profit as per Cost and Financial Accounts (under Non- Integrated Accounting System).Weightage: 25% to 30%3.Methods of Costing(i) Single Output/ Unit Costing(ii) Job Costing: Job cost cards and databases, collecting direct costs of each job, attributing overheads to jobs, Application of job costing.(iii) Batch Costing: Determination of optimum batch quantity, Ascertainment of cost for a batch, Preparation of batch cost sheet, Treatment of spoiled and defective work.(iv) Contract Costing- Ascertainment of cost of a contract, Progress payment, Retention money, Escalation clause, Cost plus contract, Value of work certified, Cost of Work not certified.- Determination Value of work certified, Cost of work not certified, Notional or Estimated profit from a contact.(v) Process/ Operation Costing- Process cost recording, Process loss, Abnormal gains and losses, Equivalent units of production, Inter-process profit, Valuation of work in process.- Joint Products- Apportionment of joint costs, Methods of apportioning joint cost over joint products,- By-Products- Methods of apportioning joint costs over by-products, treatment of By-product cost.(vi) Costing of Service Sectors- Determination of Costs and Prices of services of following sectors/ Industries:* Transport, Toll roads, Hospitals, Canteen/ Restaurants, Hotels/ Lodges, Educational Institutions, Financial Institutions/ Banks, Insurance, IT sector and other services.Weightage: 20% to 25%4.Cost Control and Analysis(i) Standard Costing- Setting up of Standards, Types of Standards, Standard Costing as method of performance measurement.- Calculation and Reconciliation of Cost Variances* Material Cost Variance, employee Cost Variance, Variable Overheads Variance and Fixed Overhead Variance.(ii) Marginal Costing- Basic concepts of marginal costing, Contribution margin, Break-even analysis, Break –even and profit volume charts, Contribution to sales ratio, Margin of Safety, Angle of Incidence, Cost-Volume-Profit Analysis (CVP), Multi- product break- even analysis, Consideration of Limiting factor (key factor),- Determination of Cost of a product/ service under marginal costing method, determination of cost of finished goods, work-in-progress,- Comparison of Marginal costing with absorption costing method- Reconciliation of profit under the both methods,- Short term decision making using the above concepts (basic / fundamental level).(iii) Budget and Budgetary Control- Meaning of Budget, Essentials of Budget, Budget Manual, Budget setting process, Preparation of Budget and monitoring procedures.- The use of budget in planning and control- Flexible budget, Preparation of Functional budget for operating and non- operating functions, Cash budget, Master budget,- Introduction to Principal/ Key budget factor, Zero Based Budgeting (ZBB), Performance budget, Control ratios and Budget variances.CA Intermediate Taxation Syllabus(One paper ? Three hours – 100 Marks)Section A: Income Tax Law (60 Marks)Weightage: 5% to 10%1. Basic Concepts- Income-tax law: An introduction- Important definitions in the Income-tax Act, 1961- Concept of previous year and assessment year- Basis of Charge and Rates of TaxWeightage: 10% to 15%2. Residential status and scope of total income- Residential status- Scope of total incomeWeightage: 25% to 30%3.Incomes which do not form part of total income (other than charitable trusts and institutions, political parties and electoral trusts)- Incomes not included in total income- Tax holiday for newly established units in Special Economic Zones4.Heads of income and the provisions governing computation of income under different heads- Salaries- Income from house property- Profits and gains of business or profession- Capital gains- Income from other sourcesWeightage: 15% to 20%5.Income of other persons included in assessee's total income- Clubbing of income: An introduction- Transfer of income without transfer of assets- Income arising from revocable transfer of assets- Clubbing of income of income arising to spouse, minor child and son’s wife in certain cases- Conversion of self-acquired property into property of HUF6. Aggregation of income; Set-off, or carry forward and set-off of losses- Aggregation of income- Concept of set-off and carry forward and set-off of losses- Provisions governing set-off and carry forward and set-off of losses under different heads of income- Order of set-off of losses7. Deductions from gross total income- General provisions- Deductions in respect of certain payments- Specific deductions in respect of certain income- Deductions in respect of other income- Other deductionsWeightage: 20% to 25%8. Computation of total income and tax liability of individuals- Income to be considered while computing total income of individuals- Procedure for computation of total income and tax liability of individualsWeightage: 10% to 15%9. Advance tax, tax deduction at source and introduction to tax collection at source- Introduction- Direct Payment- Provisions concerning deduction of tax at source- Advance payment of tax- Interest for defaults in payment of advance tax and deferment of advance tax- Tax collection at source – Basic concept- Tax deduction and collection account number10. Provisions for filing return of income and self-assessment- Return of Income- Compulsory filing of return of income- Fee and Interest for default in furnishing return of income- Return of loss- Provisions relating to belated return, revised return etc.- Permanent account number- Persons authorized to verify return of income- Self-assessmentSection B: Indirect Taxes (40 Marks)Weightage: 30% to 35%1.Concept of indirect taxes- Concept and features of indirect taxes- Principal indirect taxes2.Goods and Services Tax (GST) Laws- GST Laws: An introduction including Constitutional aspects- Levy and collection of CGST and IGST* Application of CGST/IGST law* Concept of supply including composite and mixed supplies* Charge of tax* Exemption from tax* Composition levy- Basic concepts of time and value of supply- Input tax creditWeightage: 20% to 30%- Computation of GST liabilityWeightage: 25% to 40%- Registration- Tax invoice; Credit and Debit Notes; Electronic waybill- Returns- Payment of tax including reverse chargeWeightage: 0% to 5%- Concept of indirect taxes - Concept and features of indirect taxes; Principal indirect taxes- GST Laws: An introduction including Constitutional aspectsNote – If any new legislation(s) is enacted in place of an existing legislation(s), the syllabus will accordingly include the corresponding provisions of such new legislation(s) in place of the existing legislations) with effect from the date to be notified by the Institute. Similarly, if any existing legislation ceases to have effect, the syllabus will accordingly exclude such legislation with effect from the date to be notified by the Institute. Students shall not be examined with reference to any particular State GST Law.Consequential/corresponding amendments made in the provisions of the Income-tax law and Goods and Services Tax laws covered in the syllabus of this paper which arise out of the amendments made in the provisions not covered in the syllabus will not form part of the syllabus. Further, the specific inclusions/exclusions in the various topics covered in the syllabus will be effected every year by way of Study Guidelines. The specific inclusions/exclusions may also arise due to additions/deletions every year by the annual Finance Act.Group 2CA Intermediate Advanced Accounting Syllabus(One paper – Three hours – 100 Marks)Weightage: 20% to 25%1.Accounting Standards:- AS 7: Construction Contracts AS 9 : Revenue Recognition- AS 14: Accounting for Amalgamations- AS 18 : Related Party Disclosures- AS 19: Leases- AS 20 : Earnings Per Share- AS 24 : Discontinuing Operations- AS 26 : Intangible Assets- AS 29 : Provisions, Contingent Liabilities and Contingent Assets.2. Application of Guidance Notes issued by the ICAI on specified accounting aspects. Company AccountsWeightage: 35% to 40%3.Special Aspects of Company Accounts- Accounting for employee stock option plan- Buyback of securities- Equity shares with differential rights- Underwriting of shares and debentures.4.Reorganization of Companies- Accounting for Amalgamation (excluding inter-company holding) and reconstruction- Accounting involved in liquidation of companies.Weightage: 15% to 20%5.Financial Reporting of Banking, Financial Services and Insurance (BFSI)- Insurance companies,- Banking companies and- Non-Banking Financial Companies- Mutual funds and regulatory requirements thereof.Weightage: 20% to 25%6.Valuation of goodwill7.Consolidated Financial StatementsConcept of consolidation and simple problems on Consolidated Financial Statements with single subsidiary (excluding problems involving acquisition of Interest in Subsidiary at Different Dates; Different Reporting Dates; Disposal of a Subsidiary and Foreign Subsidiaries)Notes :1.If either a new Accounting Standards (ASs), Announcements and Limited Revisions to ASs are issued or the earlier one are withdrawn or new ASs, Announcements and Limited Revisions to AS are issued in place of existing ASs, Announcements and Limited Revisions to AS, the syllabus will accordingly include/exclude such new developments in the place of the existing ones with effect from the date to be notified.2.The specific inclusions/exclusions, in any topic covered in the syllabus, will be effected every year by way of Study Guidelines. The list of applicable Guidance Notes in Accounting will also form part of the Study Guidelines.CA Intermediate Auditing and Assurance Syllabus (100 Marks)(One paper – Three hours – 100 Marks)Weightage: 20% to 25%1.Nature, Objective and Scope of AuditAuditing Concepts: Nature, objective and scope of Audit; Relationship of auditing with other disciplines;Standard Setting Process: Overview, Standard-setting process, Role of International Auditing and Assurance Standards Board (IAASB) & Auditing and Assurance Standards Board (AASB); Standards on Auditing, Guidance Note(s) issued by the ICAI;Engagement Standards: Qualities of Auditor, Elements of System of Quality Control (SQC 1 Quality Control for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements); Ethical requirements relating to an audit of financial statements; Inherent Limitations of an audit (SA 200 Overall Objectives of the Independent Auditor and the Conduct of an Audit in Accordance with Standards on Auditing); Preconditions for an audit; Audit Engagement; Agreement on Audit Engagement Terms; Terms of Engagement in Recurring Audits (SA 210 Agreeing the Terms of Audit Engagements); Leadership Responsibilities for Quality on Audits; Concept of Auditor’s Independence; Threats to Independence; Acceptance and Continuance of Client Relationships and Audit Engagements (SA 220 Quality Control for an Audit of Financial Statements).2.Audit Strategy, Audit Planning and Audit ProgrammeAudit Strategy; Audit planning (SA 300); Audit programme; Development of Audit Plan and Programme, Control of quality of audit work - Delegation and supervision of audit work; Materiality and Audit Plan; Revision of Materiality; Documenting the Materiality; Performance Materiality (SA 320 Materiality in Planning and Performing an Audit).Weightage: 5% to 15%3.Audit Documentation and Audit EvidenceConcept of Audit Documentation; Nature & Purpose of Audit Documentation; Form, Content & Extent of Audit Documentation; Completion Memorandum; Ownership and custody of Audit Documentation (SA 230 Audit Documentation); Audit procedures for obtaining audit evidence; Sources of evidence; Relevance and Reliability of audit evidence; Sufficient appropriate audit evidence, Evaluation of Audit Evidence (SA 500 Audit Evidence); Written Representations as Audit Evidence; Objective of Auditor regarding Written Representation; Management from whom Written Representations may be requested; Written Representations about Management’s Responsibilities (SA 580 Written Representations); Obtaining evidence of existence of inventory; Audit procedure to identify litigation & claims (SA 501 Audit Evidence - Specific Considerations for Selected Items); External confirmation procedures; Management's refusal to allow the auditor to send a confirmation request; Negative Confirmations (SA 505 External Confirmations); Audit evidence about opening balances; Accounting policies relating to opening balances; Reporting with regard to opening balances (SA 510 Initial Audit Engagements-Opening Balances); Meaning of Related Party; Nature of Related Party Relationships & Transactions; Understanding the Entity's Related Party Relationships & Transactions (SA 550 Related Parties); Meaning of Subsequent Events; Auditor's obligations in different situations of subsequent events (SA 560 Subsequent Events); Responsibilities of the Auditor with regard to Going Concern Assumption; Objectives of the Auditor regarding Going Concern; Events or Conditions that may cast doubt about Going Concern Assumption; Audit Procedures when events or conditions are identified (SA 570 Going Concern).Weightage: 10% to 15%4.Risk Assessment and Internal Control: Audit Risk, Identifying and Assessing the Risk of Material Misstatement, Risk Assessment procedures; Understanding the entity and its environment; Internal control ,Documenting the Risks; Evaluation of internal control system; Testing of Internal control; Internal Control and IT Environment (SA 315 Identifying and Assessing the Risks of Material Misstatement Through Understanding the Entity and Its Environment); Materiality and audit risk (SA 320 Materiality in Planning and Performing an Audit); Internal audit, Basics of Standards on Internal Audit (SIAs) issued by the ICAI; Basics of Internal Financial Control and reporting requirements; Distinction between Internal Financial Control and Internal Control over Financial Reporting.Weightage: 15% to 20%5.Fraud and Responsibilities of the Auditor in this Regard: Responsibility for the Prevention and Detection of Fraud; Fraud Risk Factors; Risks of Material Misstatement Due to Fraud; Communication of Fraud (SA 240 The Auditor’s Responsibilities Relating to Fraud in an Audit of Financial Statements); Provisions of the Companies Act 2013 relating to fraud and rules thereunder including reporting requirements under CARO.6.Audit in an Automated Environment: Key features, Impact of IT related Risks, Impact on Controls, Internal Financial Controls as per Regulatory requirements, Types of Controls, Audit approach, Understanding and documenting Automated environment, Testing methods, data analytics for audit, assessing and reporting audit findings.7.Audit Sampling: Meaning of Audit Sampling; Designing an audit sample; Types of sampling; Sample Size and selection of items for testing; Sample selection method (SA 530 Audit Sampling).8.Analytical Procedure: Meaning, nature, purpose and timing of analytical procedures; Substantive analytical procedures, Designing and performing analytical procedures prior to Audit; investigating the results of analytical procedures (SA 520 Analytical Procedures).Weightage: 10% to 15%9.Audit of Items of Financial Statements: Audit of sale of Products and Services; Audit of Interest Income, Rental Income, Dividend Income, Net gain/loss on sale of Investments etc.Audit of Purchases, Employee benefits expenses, Depreciation, Interest expense, Expenditure on Power & Fuel, Rent, Repair to building, Repair to Machinery, Insurance, Taxes, Travelling Expenses, Miscellaneous Expenses etc.Audit of Share Capital, Reserve & Surplus, Long Term Borrowings, Trade Payables, Provisions, Short Term Borrowings & Other Current Liabilities. Audit of Land, Buildings, Plant & Equipment, Furniture & Fixtures, Vehicles, Office Equipments, Goodwill, Brand/Trademarks, Computer Software etc. Audit of Loan & Advances, Trade Receivable, Inventories, Cash & Cash Equivalent, Other Current Assets. Audit of Contingent Liabilities.(The list of items is illustrative only)10.The Company Audit: Eligibility, Qualifications and Disqualifications of Auditors;Appointment of auditors; Removal of auditors; Remuneration of Auditors; Powers and duties of auditors; Branch audit; Joint audit; Reporting requirements under the Companies Act, 2013 including CARO; Other Important Provisions under the Companies Act, 2013 relating to Audit and Auditors and Rules made thereunder.Weightage: 5% to 15%11.Audit Report: Forming an opinion on the Financial Statements; Auditor's Report- basic elements (SA 700 Forming an Opinion and Reporting on Financial Statements); Types of Modified Opinion; Circumstances When a Modification to the Auditor’s Opinion is Required (SA 705 Modification to the Opinion in the Independent Auditor’s Report); Qualification, Disclaimer, Adverse opinion (SA 706 Emphasis of Matter Paragraphs and Other Matter Paragraphs in the Independent, Auditor’s Report); Nature of Comparative Information; Corresponding Figure; Comparative Financial Statements (SA 710 Comparative Information– Corresponding Figures and Comparative Financial Statements).Weightage: 10% to 20%12.Audit of Banks: Understanding of accounting system in Banks, Audit Approach, Audit of Revenue items, Special Consideration in Bank Audit with emphasis on Advances and NPAs.13.Audit of Different Types of Entities: Appointment of Auditor, Audit Procedure. Audit Report in respect of different Category of Entities mentioned below: government; Local bodies and not-for-profit organizations; Partnership Firms, Audit of different type of undertakings, i.e., Educational institutions, Hotels, Clubs, Hospitals Basics of Limited Liability Partnerships (LLPs) audit and Co-operative Societies Audit.Note:- The specific inclusions/exclusions, in any topic covered in the syllabus, will be effected every year by way of Study Guidelines.- The provisions of the Companies Act, 1956 which are still in force would form part of the syllabus till the time their corresponding or new provisions of the Companies Act, 2013 are enforced.- If new legislations/ Standards on Auditing/Guidance Notes/Statements are enacted in place of the existing legislations, the syllabus would include the corresponding provisions of such new legislations with effect from a date notified by the Institute. The changes in this regard would also form part of Study Guidelines.CA Intermediate Enterprise Information Systems and Strategic Management Syllabus(One paper – Three hours – 100 Marks)Section A: Enterprise Information Systems (50 Marks)Weightage: 15% to 25%1. Automated Business Processes- Introduction to Enterprise Business Processes, Benefits, Risks and Controls;- Diagrammatic representation of business processes using Flowcharts;- Risks and controls for specific business processes: Procure to pay (P2P), Order to cash, Inventory Cycle, Hire to Retire, Supply Chain Management, Fixed Assets etc.- Applicable regulatory and compliance requirements including computer related offences, privacy, cybercrime, Sensitive Personal Data Information of Information Technology Act, 2000Weightage: 15% to 25%2. Financial and Accounting Systems- Integrated (ERP) and non-integrated systems with related risks and controls;- Business process modules and their integration with Financial and Accounting systems.- Reporting Systems and MIS, Data Analytics and Business Intelligence- Business Reporting and fundamentals of XBRL (eXtensible Business Reporting Language).- Applicable regulatory and compliance requirementsWeightage: 15% to 25%3. Information Systems and Its Components- Components of Automated Information Systems: Application Systems, Database, Network and Operating System with related risks and controls.- Mapping of Organization structure with segregation of duties in Information Systems.Weightage: 15% to 25%4. E-Commerce, M-Commerce and Emerging Technologies- Components and Architecture of E-Commerce and M-Commerce with related risks and controls- Business process flow with its related risks and controls- Applicable regulatory and compliance requirements- Emerging technologies with its related risks and controlsWeightage: 15% to 25%5.Core Banking Systems- Components and Architecture of CBS and related risks and controls- Core modules of banking and Business process flow and its related risks and controls- Reporting Systems and MIS, Data Analytics and Business Intelligence- Applicable regulatory and compliance requirementsSection B: Strategic Management (50 Marks)Weightage: 10% to 15%1. Introduction to Strategic Management- Business Policy- Meaning and Nature of Strategic management- Business Strategy- Strategic Levels in Organizations- Strategic Management in Government and Not-for-profit organizationWeightage: 10% to 15%2.Dynamics of Competitive Strategy- Competitive Landscape- Strategic Analysis- Industry and Competitive Analysis- Core Competence- Competitive Advantage- Internal and External Analysis- SWOT Analysis- GlobalizationWeightage: 10% to 15%3.Strategic Management Process- Strategic Planning- Strategic Intent - Vision, Mission and Objectives- Strategy FormulationWeightage: 10% to 15%4.Corporate Level Strategies- Concepts and Nature of Corporate Strategy- Strategic Alternatives at Corporate Level* Growth* Stability* Expansion* Business Combinations – Mergers and Acquisitions* Strategic Alliances* Turnaround* Retrenchment and RetreatWeightage: 10% to 15%5.Business Level Strategies- Competitive Strategies at Business Level- Michael Porter’s Generic Strategies- Best-Cost Provider StrategyWeightage: 10% to 15%6.Functional Level Strategies- Marketing Strategy- Financial Strategy- Operations Strategy- Human Resource Strategy- Research and DevelopmentWeightage: 10% to 15%7.Organisation and Strategic Leadership- Organisation Structure- Strategic Business Unit- Strategic Leadership- Strategy Supportive Culture- Entrepreneurship and IntrapreneurshipWeightage: 10% to 15%8.Strategy Implementation and Control- Strategy Implementation- Strategic Change- Strategic Control- Strategy Audit- Business Process Reengineering- BenchmarkingCA Intermediate Financial Management and Economics For Finance Syllabus(One paper – Three hours – 100 Marks)Section A: Financial Management (60 Marks)Weightage: 10% to 15%1.Financial Management and Financial Analysis- Introduction to Financial Management Function* Objective and scope of financial management* Role and purpose* Financial management environment* Functions of finance executives in an organization* Financial distress and insolvency.- Financial Analysis through Ratios* Users of the financial analysis* Sources of financial data for analysis* Calculation and Interpretation of ratios:^ Analysing liquidity^ Analysing leverage^ Analysing solvency^ Analysing efficiency/ activity^ Analysing profitability* Limitations of ratio analysisWeightage: 40% to 45%2. Financing Decisions- Sources of Finance* Different Sources of Finance, Characteristics of different types of long term debt and equity finance, Method of raising long term finance* Different Sources of short term Finance* Internal fund as a source of finance* International sources of finance* Other sources of finance- Sale and leaseback, Convertible debt, Venture capital, Grants etc.- Lease Financing* Concept and Classification* Significance and Limitations of Lease Financing* Financial Evaluation of Leasing Decision- Cost of Capital* Significance of cost of capital* Factors of cost of capital* Measurement of costs of individual components of capital* Weighted average cost of capital (WACC)* Marginal cost of capital* Effective Interest rate- Capital Structure Decisions* Significance of capital structure* Determinants of capital structure* Capital structure planning and designing* Designing of optimum capital structure* Theories of Capital Structure and value of the firm- relevancy and Irrelevancy of capital structure.* EBIT- EPS Analysis, Breakeven- EBIT Analysis.* Under/ Over Capitalisation.- Leverages* Types of Leverages- Operating, Financial and Combined* Analysis of leveragesWeightage: 30% to 35%3.Capital Investment and Dividend Decisions- Capital Investment Decisions* Objective of capital investment decisions* Methods of Investment appraisal:^ Payback period, Discounted payback period^ Accounting Rate of Return (ARR),^ Net Present Value (NPV) - The meaning of NPV, Strengths and limitations of NPV method, The impact of taxation on the NPV analysis, The impact of Inflation on the NPV analysis, The working capital adjustment in an NPV analysis, Capital rationing, Equivalent Annual Costs, Adjusted present value^ Internal Rate of return (IRR)- Limitations of the IRR method, Multiple IRRs,^ Modified internal Rate of Return (MIRR)- Definition and explanation of MIRR, The process for calculating MIRR, Strengths of the MIRR approach.^ Profitability Index- Adjustment of Risk and Uncertainty in Capital Budgeting Decision* Probability Analysis* Certainty Equivalent Method* Risk Adjusted Discount Rate* Monte Carlo Simulation* Decision Tree Analysis* Scenario Analysis* Sensitivity Analysis- Dividend Decisions* Basics of Dividends* Forms of dividend* Determinants of dividend* Relevancy and Irrelevancy of Dividend Policies- Traditional Approach, Walter’s model, Gordon’s model, Modigliani and Miller (MM) Hypothesis.Weightage: 10% to 15%4.Management of Working Capital- Management of Working Capital* The management of working capital- Liquidity and Profitability* The Working capital financing decisions- Primary and Secondary Sources of Liquidity* The working Capital Cycle (operating Cycle), Effectiveness of Working Capital based on its operating and cash conversion cycles* Assessment of working capital requirement* Management of Accounts Receivables (Debtors)* Factoring and Forfaiting* Management of Accounts Payables (Creditors)* Management of Inventory* Management of Cash, Treasury management* Banking norms of working capital financeSection B: Economics For Finance (Marks: 40)Weightage: 20% to 30%1.Determination of National Income- Macro Economic Aggregates and Measurement of National Income- The Keynesian Theory of Determination of National IncomeWeightage: 20% to 30%2.The Money Market- The Concept of Money Demand: Important Theories of Demand for Money- The Concept of Money Supply- Monetary PolicyWeightage: 20% to 30%3.Public Finance- Fiscal functions: An Overview.- Market Failure- Government Interventions to Correct Market Failure- Fiscal PolicyWeightage: 20% to 30%4.International Trade- Theories of International Trade- Trade Policy – The Instruments of Trade Policy- Trade Negotiations- Exchange Rates and its economic effects- International Capital Movements: Foreign Direct InvestmentI hope this article will help you to check CA intermediate course new syllabus. If you have any doubt, feel free to reach us at [email protected] or on our toll-free number 1800-212-8575. Also, share this article “ CA Intermediate Syllabus (New) For May and Nov 2018 and Chapter wise Weightage ” to your friends who are going to write CA intermediate exams in May and November 2018.STAY CONNECTEDGET CAPREP18 NEWSLETTER IN YOUR INBOXCA CPTMock TestSample PapersPast Year PapersCA IPCCMock TestSample PapersPast Year PapersCA INTERMEDIATEMock TestSample PapersPast Year PapersFAQSCA CPTCA IPCCCA IntermediateABOUT USCONTACT USLIVE CLASS HELPDEMO VIDEOSNETWORK18 SITESNews18 IndiaCricketNextBangla NewsGujarati NewsUrdu NewsMarathi NewsMoneycontrolFirstpostCompareIndiaHistory IndiaMTV IndiaIn.comBurrpTopperLearningTerms and Conditions|Privacy PolicyCopyright Notice © 2017 Network18 Media & Investments Limited. All rights reserved.Network 18 Sites

What is the use of term sheets?

Term sheets are a way to make sure that everyone who is party to an agreement is on the same page before lawyers spend a lot of time and money writing the actual paperwork for a transaction.To give you an example, check out the Model Legal Documents from the National Venture Capital Association (NVCA). Their sample Term Sheet is 16 pages, and covers all of the important issues that an investor and an early stage company need to agree on before they consummate an investment transaction.However, at that same link you will see nine other documents that will ultimately be drafted and agreed on by the parties and their attorneys, covering all the tiny details of the transaction. Taken together, they amount to 120 pages of paperwork. As you can imagine, negotiating 16 pages is much easier, cheaper and faster than negotiating 120 pages.For a perfect example of why we use term sheets, take a look at the following provision from the NVCA term sheet:Representations and WarrantiesStandard representations and warranties by the Company. [Representations and warranties by Founders regarding technology ownership, etc.]Now take a look at the expanded, detailed language that is actually contained in the Stock Purchase Agreement that all parties will ultimately sign:1. Representations and Warranties of the CompanyThe Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit C to this Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, the following representations are true and complete as of the date of the Initial Closing, except as otherwise indicated. The Disclosure Schedule shall be arranged in sections corresponding to the numbered and lettered sections and subsections contained in this Section 2, and the disclosures in any section or subsection of the Disclosure Schedule shall qualify other sections and subsections in this Section 2 only to the extent it is readily apparent from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.[1] For purposes of these representations and warranties (other than those in Subsections 2.2, 2.3, 2.4, 2.5, and 2.6), the term the “Company” shall include any subsidiaries of the Company, unless otherwise noted herein.2.1 Organization, Good Standing, Corporate Power and Qualification[2] The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to carry on its business as presently conducted and as proposed to be conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.2.2 Capitalization.[3] (a) The authorized capital of the Company consists, immediately prior to the Initial Closing, of:(i) [__________] shares of common stock, $[____] par value per share (the “Common Stock”), [_________] shares of which are issued and outstanding immediately prior to the Initial Closing. All of the outstanding shares of Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.[4] [The Company holds no Common Stock in its treasury.](ii) [__________] shares of Preferred Stock, of which [__________] shares have been designated Series A Preferred Stock, none of which are issued and outstanding immediately prior to the Initial Closing. The rights, privileges and preferences of the Preferred Stock are as stated in the Restated Certificate and as provided by the Delaware General Corporation Law. [The Company holds no Preferred Stock in its treasury.](b) The Company has reserved [__________] shares of Common Stock for issuance to officers, directors, employees and consultants of the Company pursuant to its [Plan Year] Stock [Option] Plan duly adopted by the Board of Directors and approved by the Company stockholders (the “Stock Plan”). Of such reserved shares of Common Stock, [__________] shares have been issued pursuant to restricted stock purchase agreements, options to purchase [__________] shares have been granted and are currently outstanding, and [__________] shares of Common Stock remain available for issuance to officers, directors, employees and consultants pursuant to the Stock Plan. The Company has furnished to the Purchasers complete and accurate copies of the Stock Plan and forms of agreements used thereunder.(c) Subsection 2.2(b) of the Disclosure Schedule sets forth the capitalization of the Company immediately following the Initial Closing including the number of shares of the following: (i) issued and outstanding Common Stock, including, with respect to restricted Common Stock, vesting schedule and repurchase price; (ii) granted stock options, including vesting schedule and exercise price; (iii) shares of Common Stock reserved for future award grants under the Stock Plan; (iv) each series of Preferred Stock; and (v) warrants or stock purchase rights, if any.[5] Except for (A) the conversion privileges of the Shares to be issued under this Agreement, (B) the rights provided in Section 4 of the Investors’ Rights Agreement, and (C) the securities and rights described in Subsection 2.2(a)(ii) of this Agreement and Subsection 2.2(b) of the Disclosure Schedule, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series A Preferred Stock. All outstanding shares of the Company’s Common Stock and all shares of the Company’s Common Stock underlying outstanding options are subject to (i) a right of first refusal in favor of the Company upon any proposed transfer (other than transfers for estate planning purposes); and (ii) a lock-up or market standoff agreement of not less than one hundred eighty (180) days following the Company’s initial public offering pursuant to a registration statement filed with the Securities and Exchange Commission under the Securities Act.(d) None of the Company’s stock purchase agreements or stock option documents contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events, including without limitation in the case where the Company’s Stock Plan is not assumed in an acquisition. The Company has never adjusted or amended the exercise price of any stock options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Restated Certificate, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.(e) [409A. The Company believes in good faith that any “nonqualified deferred compensation plan” (as such term is defined under Section 409A(d)(1) of the Code and the guidance thereunder) under which the Company makes, is obligated to make or promises to make, payments (each, a “409A Plan”) complies in all material respects, in both form and operation, with the requirements of Section 409A of the Code and the guidance thereunder. To the knowledge of the Company, no payment to be made under any 409A Plan is, or will be, subject to the penalties of Section 409A(a)(1) of the Code.][6] (f) The Company has obtained valid waivers of any rights by other parties to purchase any of the Shares covered by this Agreement.2.3 Subsidiaries[7] The Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. The Company is not a participant in any joint venture, partnership or similar arrangement.2.4 Authorization[8] All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the Company to enter into the Transaction Agreements, and to issue the Shares at the Closing and the Common Stock issuable upon conversion of the Shares, has been taken or will be taken prior to the Closing. All action on the part of the officers of the Company necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the Company under the Transaction Agreements to be performed as of the Closing, and the issuance and delivery of the Shares has been taken or will be taken prior to the Closing. The Transaction Agreements, when executed and delivered by the Company, shall constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies, or (iii) to the extent the indemnification provisions contained in the Investors’ Rights Agreement and the Indemnification Agreement may be limited by applicable federal or state securities laws.2.5 Valid Issuance of Shares[9] (a) The Shares, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws and liens or encumbrances created by or imposed by a Purchaser. Assuming the accuracy of the representations of the Purchasers in Section 0 of this Agreement and subject to the filings described in Subsection2.5(b) (ii) below, the Shares will be issued in compliance with all applicable federal and state securities laws. The Common Stock issuable upon conversion of the Shares has been duly reserved for issuance, and upon issuance in accordance with the terms of the Restated Certificate, will be validly issued, fully paid and nonassessable and free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable federal and state securities laws and liens or encumbrances created by or imposed by a Purchaser. Based in part upon the representations of the Purchasers in Section 0 of this Agreement, and subject to Subsection 2.5(b) below, the Common Stock issuable upon conversion of the Shares will be issued in compliance with all applicable federal and state securities laws.(b) No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s knowledge, any Company Covered Person, except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable.,[10]2.6 Governmental Consents and FilingsAssuming the accuracy of the representations made by the Purchasers in Section 0 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the filing of the Restated Certificate, which will have been filed as of the Initial Closing, and (ii) filings pursuant to Regulation D of the Securities Act, and applicable state securities laws, which have been made or will be made in a timely manner.2.7 Litigation.[11] There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation[12] pending or to the Company’s knowledge, currently threatened [in writing] (i) against the Company or any officer, director or Key Employee of the Company [arising out of their employment or board relationship with the Company][; or] (ii) [to the Company’s knowledge,] that questions the validity of the Transaction Agreements or the right of the Company to enter into them, or to consummate the transactions contemplated by the Transaction Agreements[; or (iii) to the Company’s knowledge, that would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect]. Neither the Company nor, to the Company’s knowledge, any of its officers, directors or Key Employees is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers, directors or Key Employees, such as would affect the Company). There is no action, suit, proceeding or investigation by the Company pending or which the Company intends to initiate. The foregoing includes, without limitation, actions, suits, proceedings or investigations pending or threatened in writing (or any basis therefor known to the Company) involving the prior employment of any of the Company’s employees, their services provided in connection with the Company’s business, any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers.2.8 Intellectual Property[13] [The Company owns or possesses or [believes it] can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property without any known conflict with, or infringement of, the rights of others.] To the Company’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company violates or will violate any license or infringes or will infringe any intellectual property rights of any other party. Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person. The Company has not received any communications alleging that the Company has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person. The Company has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s business. To the Company’s knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company. Each employee and consultant has assigned to the Company all intellectual property rights he or she owns that are related to the Company’s business as now conducted and as presently proposed to be conducted. Subsection 0of the Disclosure Schedule lists all Company Intellectual Property.[14] The Company has not embedded any open source, copyleft or community source code in any of its products generally available or in development, including but not limited to any libraries or code licensed under any General Public License, Lesser General Public License or similar license arrangement.[15] For purposes of this Subsection 0, the Company shall be deemed to have knowledge of a patent right if the Company has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.2.9 Compliance with Other Instruments2.6.. The Company is not in violation or default (i) of any provisions of its Restated Certificate or Bylaws, (ii) of any instrument, judgment, order, writ or decree, (iii) under any note, indenture or mortgage, or (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound that is required to be listed on the Disclosure Schedule, or (v) [to its knowledge,] of any provision of federal or state statute, rule or regulation applicable to the Company, the violation of which would have a Material Adverse Effect. The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement; or (ii) an event which results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the Company.2.10 Agreements; Actions2.7..[16](a) Except for the Transaction Agreements, there are no agreements, understandings, instruments, contracts or proposed transactions to which the Company is a party or by which it is bound that involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of [_________], (ii) the license of any patent, copyright, trademark, trade secret or other proprietary right to or from the Company, (iii) the grant of rights to manufacture, produce, assemble, license, market, or sell its products to any other Person that limit the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products, or (iv) indemnification by the Company with respect to infringements of proprietary rights.(b) The Company has not (i) declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred any indebtedness for money borrowed or incurred any other liabilities individually in excess of [___________] or in excess of [__________] in the aggregate, (iii) made any loans or advances to any Person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights, other than the sale of its inventory in the ordinary course of business. For the purposes of(a)and(b)of this Subsection2.6, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same Person (including Persons the Company has reason to believe are affiliated with each other) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsection.(c) The Company is not a guarantor or indemnitor of any indebtedness of any other Person.(d) [The Company has not engaged in the past [three (3) months] in any discussion with any representative of any Person regarding (i) a sale or exclusive license of all or substantially all of the Company’s assets, or (ii) any merger, consolidation or other business combination transaction of the Company with or into another Person.][17]2.11 Certain Transactions2.8..[18](a) Other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board of Directors, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Stock, in each instance, approved in the written minutes of the Board of Directors (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors, consultants or Key Employees, or any Affiliate thereof.(b) The Company is not indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company[ or, [to the Company’s knowledge], have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation which competes with the Company except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company; or (iii) financial interest in any [material] contract with the Company].[19]2.12 Rights of Registration and Voting Rights2.9..[20] Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.2.13 Property2.10.. The property and assets that the Company owns are free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances 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. With respect to the property and assets it leases, the Company is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. The Company does not own any real property.2.14 Financial Statements2.11..[21] The Company has delivered to each Purchaser its [unaudited] [audited] financial statements as of [_______ __, 20_] and for the fiscal year ended [_______ __, 20_] [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.2.15 Changes2.12..[22] Since [date of most recent financial statements/date of incorporation if no financial statements] there has not been:(a) 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;(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect;(c) any waiver or compromise by the Company of a valuable right or of a material debt owed to it;(d) 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;(e) any material change to a material contract or agreement by which the Company or any of its assets is bound or subject;(f) any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder;(g) any resignation or termination of employment of any officer or Key Employee of the Company;(h) 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;(i) 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;(j) 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;(k) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Material Adverse Effect;(l) receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;(m) to the Company’s knowledge, any other event or condition of any character, other than events affecting the economy or the Company’s industry generally, that could reasonably be expected to result in a Material Adverse Effect; or(n) any arrangement or commitment by the Company to do any of the things described in this Subsection2.11.2.16 Employee Matters2.13..(a) As of the date hereof, the Company employs [________] full-time employees and [________] part-time employees and engages [________] consultants or independent contractors. [Subsection2.12(n)of] the Disclosure Schedule sets forth a detailed description of all compensation, including salary, bonus, severance obligations and deferred compensation paid or payable for each officer, employee, consultant and independent contractor of the Company who received compensation in excess of $[________] for the fiscal year ended [____ __, 20_] or is anticipated to receive compensation in excess of $[________] for the fiscal year ending [____ __, 20_].[23](b) To the Company’s knowledge, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or that would conflict with the Company’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business by the employees of the Company, nor the conduct of the Company’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.(c) The Company is not delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. The Company has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. The Company has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing.(d) To the Company’s knowledge, no Key Employee intends to terminate employment with the Company or is otherwise likely to become unavailable to continue as a Key Employee, nor does the Company have a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company is terminable at the will of the Company. Except as set forth in Subsection2.12(n)of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Subsection2.12(n)of the Disclosure Schedule, the Company has no policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services.(e) The Company has not made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of the Company’s board of directors.(f) Each former Key Employee whose employment was terminated by the Company has entered into an agreement with the Company providing for the full release of any claims against the Company or any related party arising out of such employment.(g) Subsection2.12(n)of the Disclosure Schedule sets forth each employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). The Company has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan.(h) [The Company is not bound by or subject to (and none of its assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, and no labor union has requested or, to the knowledge of the Company, has sought to represent any of the employees, representatives or agents of the Company. There is no strike or other labor dispute involving the Company pending, or to the Company’s knowledge, threatened, which could have a Material Adverse Effect, nor is the Company aware of any labor organization activity involving its employees.](i) [To the Company’s knowledge, none of the Key Employees or directors[24] of the Company has been (a) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his business or property; (b) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (c) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him from engaging, or otherwise imposing limits or conditions on his engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (d) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated.]2.17 Tax Returns and Payments2.14.. There are no federal, state, county, local or foreign taxes due and payable by the Company which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. The Company has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year.2.18 Insurance2.15..[25] The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.2.19 Employee Agreements2.16.. Each current and former employee, consultant and officer of the Company has executed an agreement with the Company regarding confidentiality and proprietary information substantially in the form or forms delivered to the counsel for the Purchasers (the “Confidential Information Agreements”). No current or former Key Employee has excluded works or inventions from his or her assignment of inventions pursuant to such Key Employee’s Confidential Information Agreement. Each current and former Key Employee has executed a [non-competition and] non-solicitation agreement substantially in the form or forms delivered to counsel for the Purchasers. The Company is not aware that any of its Key Employees is in violation of any agreement covered by this Subsection2.15.2.20 Permits2.17.. The Company has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. The Company is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.2.21 Corporate Documents2.18.. The Restated Certificate and Bylaws of the Company are in the form provided to the Purchasers. The copy of the minute books of the Company provided to the Purchasers contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders with respect to all transactions referred to in such minutes.2.22 [83(b) Elections2.19.. To the Company’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals who have acquired unvested shares of the Company’s Common Stock.][26]2.23 [Real Property Holding Corporation2.20..[27] The Company is not now and has never been a “United States real property holding corporation” as defined in the Code and any applicable regulations promulgated thereunder. The Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns which are required under such regulations.]2.24 Environmental and Safety Laws2.21.. Except as could not reasonably be expected to have a Material Adverse Effect [to the best of its knowledge] (a) the Company is and has been in compliance with all Environmental Laws; (b) there has been no release or [to the Company’s knowledge] threatened release of any pollutant, contaminant or toxic or hazardous material, substance or waste or petroleum or any fraction thereof (each a “Hazardous Substance”), on, upon, into or from any site currently or heretofore owned, leased or otherwise used by the Company; (c) there have been no Hazardous Substances generated by the Company that have been disposed of or come to rest at any site that has been included in any published U.S. federal, state or local “superfund” site list or any other similar list of hazardous or toxic waste sites published by any governmental authority in the United States; and (d) there are no underground storage tanks located on, no polychlorinated biphenyls (“PCBs”) or PCB-containing equipment used or stored on, and no hazardous waste as defined by the Resource Conservation and Recovery Act, as amended, stored on, any site owned or operated by the Company, except for the storage of hazardous waste in compliance with Environmental Laws. The Company has made available to the Purchasers true and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies and environmental studies or assessments.For purposes of this Subsection 2.24, “Environmental Laws” means any law, regulation, or other applicable requirement relating to (a) releases or threatened release of Hazardous Substance; (b) pollution or protection of employee health or safety, public health or the environment; or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances.2.25 [Qualified Small Business Stock2.22..[28] As of and immediately following the Closing: (i) the Company will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one (1) year period preceding the Initial Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2, and (iii) the Company’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Initial Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company in accordance with Code Section 1202(d)(3); provided, however, that in no event shall the Company be liable to the Purchasers or any other party for any damages arising from any subsequently proven or identified error in the Company’s determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company in a manner either grossly negligent or fraudulent.]2.26 Disclosure2.23..[29] The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Shares, including certain of the Company’s projections describing its proposed business plan (the “Business Plan”). No representation or warranty of the Company contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchasers at the Closing contains any untrue statement of a material fact or[, to the Company’s knowledge,] omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan was prepared in good faith; however, the Company does not warrant that it will achieve any results projected in the Business Plan. It is understood that this representation is qualified by the fact that the Company has not delivered to the Purchasers, and has not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to purchasers of securities.2.27 [Small Business Concern2.24..[30] The Company together with its “affiliates” (as that term is defined in Section 121.103 of Title 13 of the Code of Federal Regulations (“CFR”), is a [“small business concern”][“smaller business”] within the meaning of the Small Business Investment Act of 1958, as amended (the “Small Business Act”), and the regulations promulgated thereunder, including [Section 121.301 of Title 13 of the CFR][Section 107.710 of Title 13 of the CFR]. The information delivered to each Purchaser that is a licensed Small Business Investment Company (an “SBIC Purchaser”) on SBA Forms 480, 652 and 1031 delivered in connection herewith is true and complete. The Company is not ineligible for financing by any SBIC Purchaser pursuant to Section 107.720 of the CFR. The Company acknowledges that each SBIC Purchaser is a Federal licensee under the Small Business Act.]2.28 [Foreign Corrupt Practices Act2.25.. Neither the Company nor any of the Company’s directors, officers, employees or agents have, directly or indirectly, made, offered, promised or authorized any payment or gift of any money or anything of value to or for the benefit of any “foreign official” (as such term is defined in the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”)), foreign political party or official thereof or candidate for foreign political office for the purpose of (i) influencing any official act or decision of such official, party or candidate, (ii) inducing such official, party or candidate to use his, her or its influence to affect any act or decision of a foreign governmental authority, or (iii) securing any improper advantage, in the case of (i), (ii) and (iii) above in order to assist the Company or any of its affiliates in obtaining or retaining business for or with, or directing business to, any person. Neither the Company nor any of its directors, officers, employees or agents have made or authorized any bribe, rebate, payoff, influence payment, kickback or other unlawful payment of funds or received or retained any funds in violation of any law, rule or regulation. The Company further represents that it has maintained, and has caused each of its subsidiaries and affiliates to maintain, systems of internal controls (including, but not limited to, accounting systems, purchasing systems and billing systems) to ensure compliance with the FCPA or any other applicable anti-bribery or anti-corruption law. Neither the Company, or, to the Company’s knowledge, any of its officers, directors or employees are the subject of any allegation, voluntary disclosure, investigation, prosecution or other enforcement action related to the FCPA or any other anti-corruption law (collectively, “Enforcement Action”).]2.29 [Data Privacy2.26.. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Company is and has been[, to the Company’s knowledge,] in compliance with all applicable laws in all relevant jurisdictions, the Company’s privacy policies and the requirements of any contract or codes of conduct to which the Company is a party. The Company has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company is and has been[, to the Company’s knowledge,] in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.][See ADDENDUM at end of this document with sample Founders Representations and Warranties.][31]3. Representations and Warranties of the Purchasers.[32]Each Purchaser hereby represents and warrants to the Company, severally and not jointly, that:3.1 Authorization. The Purchaser has full power and authority to enter into the Transaction Agreements. The Transaction Agreements to which the Purchaser is a party, when executed and delivered by the Purchaser, will constitute valid and legally binding obligations of the Purchaser, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, or (b) to the extent the indemnification provisions contained in the Investors’ Rights Agreement may be limited by applicable federal or state securities laws.3.2 Purchase Entirely for Own Account.[33] This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares.3.3 Disclosure of Information. The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Shares with the Company’s management and has had an opportunity to review the Company’s facilities. The foregoing, however, does not limit or modify the representations and warranties of the Company in Section2of this Agreement or the right of the Purchasers to rely thereon.3.4 Restricted Securities. The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock into which it may be converted, for resale except as set forth in the Investors’ Rights Agreement. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. [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 understands that this offering is not intended to be part of the public offering, and that the Purchaser will not be able to rely on the protection of Section 11 of the Securities Act.[34]]3.5 No Public Market. The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares.3.6 Legends. The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with one or all of the following legends:“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”(a) Any legend set forth in, or required by, the other Transaction Agreements.(b) Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended.3.7 Accredited Investor. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.3.8 Foreign Investors. If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.3.9 No General Solicitation. Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or finder (a) engaged in any general solicitation, or (b) published any advertisement in connection with the offer and sale of the Shares.[35]3.10 Exculpation Among Purchasers. The Purchaser acknowledges that it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. [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.][36]3.11 Residence. If the Purchaser is an individual, then the Purchaser resides in the state or province identified in the address of the Purchaser set forth onExhibit A; if the Purchaser is a partnership, corporation, limited liability company or other entity, then the office or offices of the Purchaser in which its principal place of business is identified in the address or addresses of the Purchaser set forth onExhibit A.3.12 [Consent to Promissory Note Conversion and Termination. Each Purchaser, to the extent that such Purchaser, as set forth on the Schedule of Purchasers, is a holder of any promissory note of the Company being converted and/or cancelled in consideration of the issuance hereunder of Shares to such Purchaser, hereby agrees that the entire amount owed to such Purchaser under such note is being tendered to the Company in exchange for the applicable Shares set forth on the Schedule of Purchasers, and effective upon the Company’s and such Purchaser’s execution and delivery of this Agreement, without any further action required by the Company or such Purchaser, such note and all obligations set forth therein shall be immediately deemed repaid in full and terminated in their entirety, including, but not limited to, any security interest effected therein.[37]][1] The purpose of the Company’s representations is primarily to create a mechanism to ensure full disclosure about the Company’s organization, financial condition and business to the investors. The Company is required to list any deviations from the representations on a Disclosure Schedule, the preparation and review of which drives the due diligence process on both sides of the deal. For subsequent closings, changes to the Disclosure Schedule are sometimes simply referenced on the Compliance Certificate. The introductory paragraph to this Section2may be modified to permit an update to the Disclosure Schedule that would be reasonably acceptable to each of the Purchasers. If this modification is made, a closing condition should be added to indicate that the updated Disclosure Schedule will be delivered and that each of the Purchasers may refuse to close if the updated Disclosure Schedule is reasonably unacceptable to that Purchaser. If there is to be a Milestone Closing, specific representations and warranties to be true as of the Milestone Closing date may need to be negotiated. Some practitioners prefer to deliver the Disclosure Schedule separately, instead of as an exhibit to the Stock Purchase Agreement, so that the Disclosure Schedule will not have to be publicly filed in the event the Stock Purchase Agreement is filed as an exhibit to a public offering registration statement.[2] The purpose of this representation is to ensure that basic corporate maintenance has been properly carried out by the Company. Note that the Company is required to disclose failure to qualify in other jurisdictions where it does business only if failure to do so could have a “Material Adverse Effect”; the purpose of this language is to eliminate the time and expense of doing a state-by-state analysis to determine whether the Company should technically be qualified. If the Company has material connections to states in which it is not qualified, these states must be investigated by counsel to determine whether qualification is necessary and whether there are potential adverse effects of having failed to qualify.[3] Subsection2describes the Company’s capital structure and can be stated either immediately prior to or upon the Initial Closing of the financing. This description details any outstanding rights or privileges with respect to the Company’s securities. In later round financings, this description would also list any co-sale rights and rights of first refusal granted to investors in prior rounds. In later round financings, consider adding representations that there have been no conversions of previously-issued preferred stock to common stock, the number of shares that would be outstanding on an as-converted-to-common stock basis and the current conversion ratios of each series of preferred stock.[4] Note that the amendments to Rule 506 effective September 23, 2013 added additional requirements for offerings relying on the Rule 506 safe harbor, namely, the absence of “bad actors” affiliated with the issuer and, for offerings involving general solicitation under Rule 506(c), accredited investor certification. Accordingly, investors may wish to conduct additional due diligence on these matters with respect to offerings consummated after September 23, 2013[5] Some practitioners prefer to delete this representation, provided the capitalization table is a separate document.[6] It should be noted that the consensus among the NVCA drafting group was that the 409A issues are better dealt with as a diligence item, rather than a company rep. Nevertheless, this rep is included here because it is in any case important that the issue be surfaced as part of the financing, to ensure that the company is mindful of the obligations and potential penalties imposed by 409A as it makes future equity grants. Inserting the rep in the first draft, as a discussion item, is one way to ensure that the issue is not neglected.[7] The purpose of this representation is to require the Company to fully disclose its structure, including other corporations, if any, that it controls. If the Company does have subsidiaries, you should (i) add to Subsection2.2(f)a representation with respect to the subsidiaries of the Company modeled after Subsection0regarding the organization, good standing and qualification of each such subsidiary, and (ii) add a reference to subsidiaries where appropriate in Section2. Some formulations include subsidiaries in the definition of the Company, this approach works if careful attention is given to representations where the effect of such inclusion requires additional language (for example, the representation in Subsection2would require either the exclusion of subsidiaries or a separate paragraph regarding the capitalization of subsidiaries).[8] In certain jurisdictions, ancillary agreements executed in connection with the financing, such as noncompetition provisions or voting agreements, may be subject to some question regarding their enforceability, and the representation should be modified accordingly.[9] The representations in Subsections2.3and2.4are intended to ensure that the Company has taken all steps necessary to issue the preferred stock in accordance with applicable corporate law. This means that, before the closing, the Company must (A) obtain the requisite stockholder and board approvals to amend the Certificate of Incorporation and issue the stock; (B) file the Restated Certificate; and (C) obtain any other stockholder consents or waivers required pursuant to the Restated Certificate, Bylaws, and existing agreements with securityholders (most importantly, waivers to any existing rights of first offer or refusal). Subsection2.4also requires the Company to disclose any restrictions on transfer other than those contained in the Transaction Agreements (such as any contained in the Restated Certificate and Bylaws, or any preemptive rights contained in agreements with other securityholders).[10] Even if the Company is not relying on Rule 506 for the offering under this Agreement, this representation is included so that investors can determine whether the Company will be entitled to rely on Rule 506 in future offerings by the Company.[11] The litigation representation will often be unqualified in Series A financings. The bracketed materiality qualifiers are more common in later rounds of financings. In subsequent rounds it is no longer appropriate to have the Company make representations regarding directors (as opposed to employees), since directors will include investor representatives.[12] It may be appropriate to include a knowledge qualifier as to investigations since it would be difficult for the Company to know of an investigation unless it had been notified. Some investors nevertheless feel the risk is appropriately borne by the Company.[13] Subsection 2.8 gives the Purchasers assurances that the Company has the intellectual property rights necessary to conduct its business, or has disclosed its need to acquire further rights. Although Purchasers prefer an unqualified representation, this provision is often heavily negotiated, and may be impossible for the Company to make with certainty for a product in a very early stage of development. Under a common compromise, the Company provides an unqualified representation with respect to everything but patents, on the theory that potential patent conflicts cannot always be uncovered even after reasonable investigation, and that patent conflicts therefore represent an unknown risk that is fairly borne by both parties.[14] If you represent the Company, you may seek to use a more specific list of items (a subset of the broader definition of Company Intellectual Property) to be set forth on the Disclosure Schedule: “patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, and licenses to and under any of the foregoing.”[15] This representation regarding non-use of open source software is intended to elicit disclosure of publicly available, third-party source code that the Company has incorporated, or intends to incorporate, into its products. In most cases, the Purchasers should be concerned primarily about use of third-party source code distributed under a license that requires the Company to disclose and distribute its own source code, that grants licensees rights under the Company’s patents, or that contains other provisions that relinquish or may compromise the Company’s intellectual property rights or commercial prospects. Much publicly available source code is distributed under licenses that permit it to be freely used and redistributed without imposing onerous obligations upon those that use it to develop their own software. Note also that the General Public License (“GPL”) and other so-called “viral” open source licenses impose potentially onerous obligations upon licensees only if code distributed under them is incorporated into a product that is actually released to the general public. Some proprietary software companies experiment with code distributed under the GPL during the development process with no intention of retaining GPL code in the products ultimately released to their customers. (This experimentation typically is done in a separate “branch” of the source code of a product in development.) The Company may wish to consider narrowing this representation to include use of third-party source code distributed under any license that imposes specified obligations upon the Company, and perhaps then only if the third party source code has been included in a product that the Company has released. An example of a reduced-disclosure open source representation is as follows: “The Company has not embedded, used or distributed any open source, copyleft or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License or similar license arrangement or other distribution model described by the Open Source Initiative at News | Open Source Initiative, collectively “Open Source Software”) in connection with any of its products or services that are generally available or in development in any manner that would materially restrict the ability of the Company to protect its proprietary interests in any such product or service or in any manner that requires, or purports to require (i) any Company IP (other than the Open Source Software itself) be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the distribution of any Company IP; (iii) the creation of any obligation for the Company with respect to Company IP owned by the Company, or the grant to any third party of any rights or immunities under Company IP owned by the Company; or (iv) any other limitation, restriction or condition on the right of the Company with respect to its use or distribution of any Company IP.”[16] Subsections2.7and 2.102.7require the Company to disclose material contracts as well as other agreements or arrangements that might be important from a due diligence standpoint regardless of dollar amount (such as intellectual property licenses or a proposed acquisition of the Company). The disclosure thresholds are negotiable.[17] This representation is not standard, but is sometimes requested by investors concerned that the Company might be considering a business combination transaction.[18] This representation requires disclosure of situations which could create a conflict of interest. This is an item of particular concern in the first round of venture capital financing, since loans among the Company and its founders and their families (which may not be well documented) are especially common prior to the first infusion of outside capital.[19] The bracketed portion of this sentence may be a broader representation than the Company is comfortable giving. In addition, it is appropriate to include directors throughout this section only at the first financing round. In subsequent rounds the directors will include investor representatives, and it should not be incumbent on the Company to make disclosures as to them.[20] Prior registration rights may conflict with those currently being negotiated among the investors and the Company. Therefore, any such rights must be carefully reviewed and any conflicts resolved. It is common to have any previous registration rights agreement amended to include the new investors, or replaced by a new agreement including the old and new investors and clarifying their rights relative to each other as well as the Company. It is preferable to have all registration rights relating to the Company’s securities set forth in one document. Having several different sets of rights outstanding can be a significant (and confusing) complication when the Company goes public.[21] For early stage companies without financial statements, it may be appropriate to have an alternative provision, such as the following:Material Liabilities. The Company has no liability or obligation, absolute or contingent (individually or in the aggregate), except (i) obligations and liabilities incurred after the date of incorporation in the ordinary course of business that are not material, individually or in the aggregate, and (ii) obligations under contracts made in the ordinary course of business that would not be required to be reflected in financial statements prepared in accordance with GAAP.[22] The purpose of this representation is to “bring down” the financial statements from the period covered thereby. Therefore, the blank in Subsection2.11should be filled with the last date covered by the financial statements provided to the investors, and any of the changes listed in this section must be disclosed on the Disclosure Schedule. While the itemization in this section serves as a useful due diligence checklist, this section can be replaced by a much shorter section reading simply, “[To the Company’s knowledge], since [______,] there have been no events or circumstances of any kind that have had or could reasonably be expected to result in a Material Adverse Effect.”[23] Many practitioners prefer not to list employee compensation in the Disclosure Schedule, particularly if employees are participating in the round. Even if there is no employee participation, however, employee compensation is a sensitive matter for many companies, and there is always a risk of the Disclosure Schedule inadvertently winding up in the wrong hands.[24] See footnote31– same point as to investor directors.[25] The investors may negotiate life insurance coverage in favor of the Company for certain founders or other key employees. If such coverage is in effect prior to the closing, it may be appropriate to add to this representation a statement of the covered individuals and amount of coverage for each.[26] This representation is fairly standard in West Coast venture financing transactions; it is much less common in financings originating on the East Coast.[27] This representation is appropriate if there are foreign investors (i.e., nonresident aliens) involved in the financing, since they are subject to the Foreign Investment Real Property Tax Act of 1980 (“FIRPTA”). Under FIRPTA, a transfer of an interest in a U.S. Real Property Holding Corporation (a “USRPHC”) by a foreign investor is subject to tax withholding, notwithstanding the general rule that sales of stock by foreigners are not subject to U.S. taxation. A corporation is USRPHC if more than fifty percent (50%) of its assets consist of U.S. real property. While very few, if any, venture capital investors are USRPHCs, it is customary to provide this representation in order to ensure that any foreign investors will not be subject to tax withholding. Regardless of FIRPTA, if a foreign person or entity is, directly or indirectly, acquiring a ten percent (10%) or greater voting interest in the Company, it must file Form BE-13 with the U.S. Department of Commerce unless an exemption applies.[28] Section 1202 of the Internal Revenue Code provides for a fifty percent (50%) exclusion (subject to certain limitations) from taxable income of gains recognized on the disposition of certain stock in qualifying corporations that has been held for at least five years. Although investors may ask for such a representation, companies may resist on the theory that the analysis regarding current compliance is complex, and that many elements of the test are outside the Company’s control. In any event, compliance with numerous other requirements during the time the investor holds the stock is needed for the investor to qualify for the benefits of Section 1202.[29] There is no consensus position on what should be included in the “Disclosure” representation. Purchasers will generally try to obtain an unqualified representation that none of the written information and business plan information provided to them by the Company contains a material misstatement or a materially misleading omission. The Company will generally try to resist such a broad representation, on the basis that a 10b-5 type representation, commonly found in an IPO prospectus, is inappropriate for a private financing in which a prospectus-type due diligence process has not occurred. The language shown represents a compromise position. It is important to note that the investors’ right of recovery for a breach of this rep may be broader than under Rule SEC 10b-5, because in order to prevail in a Rule 10b-5 securities fraud action, the purchaser must establish that the seller acted with scienter. That is, a purely innocent misrepresentation normally does not give rise to civil liability under 10b-5. Another issue for a Series A investor to consider is the relative utility of this rep to the Series A investor at this stage, versus the risk of giving such a broad rep to investors in later rounds (who, in a worst case, may be looking for a rep on which to “hang their hat” if they decide they want out of the investment).[30] The Small Business Concern representation is only necessary if one or more Purchasers is a SBIC.[31] Founders’ representations are controversial and may elicit significant resistance as they are found in a minority of venture deals. They are more likely to appear if Founders are receiving liquidity from the transaction, or if there is heightened concern over intellectual property (e.g., the Company is a spin-out from an academic institution or the Founder was formerly with another company whose business could be deemed competitive with the Company), or in international deals. Founders’ representations are even less common in subsequent rounds, where risk is viewed as significantly diminished and fairly shared by the investors, rather than being disproportionately borne by the Founders. A sample set of Founders Representations is attached as an Addendum at the end of this Model Stock Purchase Agreement.[32] The main purpose of the Purchasers’ representations and warranties in Section0are to ensure that the investors meet the criteria for private placement exceptions under applicable state and federal securities laws.[33] Occasionally, a venture capital fund will allow its employees and principals to co-invest through a special entity as a nominee. Assuming these employees and principals meet the accreditation or sophistication standards necessary for the private placement exemption being relied on, and assuming the special purpose entity is not formed solely for the purpose of this investment, the language of this provision can be tailored to carve out that special entity.[34] Include the bracketed language if the private placement exemption is based on the safe harbor in Rule 155(c) under the Securities Act for private offerings following an abandoned public offering.[35] In September 2012 and pursuant to the Jumpstart Our Business Startups Act (the “JOBS Act”), the SEC proposed new rules amending Rule 506 of Regulation D and Rule 144A which would provide that the Rule 502(c) prohibition against general solicitation and general advertising would not apply to offers and sales of securities made pursuant to Rule 506 where all purchasers of the securities are accredited investors. Until these rules are finalized, any disclosures made under Section 3.9 in reliance on the JOBS Act should be carefully scrutinized by counsel.[36] This provision is intended to protect the lead investor from claims of reliance by other investors.[37] This eliminates any issues resulting from possible miscalculation of the amount owed to investor noteholders (miscalculations that can result from, for example, application of conversion discounts).

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