Note - Please sign the undertaking on the form after reading the T&C.

Terms & Conditions – ICOUNT

1. SCIP and its Members would invest in Idea Stage & Early Stage Businesses, with a potential to create disproportionate value, in any domain with potential of Success and Scalability.

• All individual members are inducted in their individual capacities and not as representatives of their organizations.

• SCIP is an India-based group of Angel Investors investing under a platform created by TACT. It looks at investing in ventures from across India. Its members are TiE Charter Member based in India or Charter Members based outside of India that have an Indian Rupee account in India, can invest as a part of TiE India Angels.

2. The member hereby affirms that he/she has read all the above-mentioned Clauses of MoU and is signing the same having fully understood the Meaning, Implications and Liabilities in a fit state of mind. They also affirm that the above-mentioned information is true and correct to the best of their knowledge and the member shall be solely responsible for any discrepancies thereof.

1. Deal Flow

TIA will proactively seek positive publicity with a view to being seen as the investor group of choice by startups engaged with the TiE chapters. Members will agree on the publicity strategy. The deal flow arising from such activities as well as the publicity will be coordinated and handled by the TIA committee.

The primary deal flow for the TIA comes through its Chapters and Charter members. Chapters should autonomously assess funding proposals that they might come across. In addition, they might create some startup opportunities with entrepreneurs. All such recommended opportunities will then be presented to the TIA committee as “Chapter” deals, i.e., the Chapter feels that the deal is worthwhile taking forward and will through its Charter Members it will invest no less than 25% of the funding amount.

2. Investment Decisions:

Following broad objectives have been taken into account while coming up with the model for investment decisions:

1. People with differential ability to invest must be accommodated, especially as we will induct diverse people into the group. Also, adding members will be a continuous activity and not one time (such as fund closure). Both these require a flexible model in terms of where and how much each Charter member invests. This will also ensure that new Charter members feel invited to TIA with minimal constraints.

2. Investee companies will be explained TIA’s framework for investing and mentoring, as explained in this document, and a concurrence sought early in the discussions.

3. Given these objectives, it is proposed to adopt the following processes:

4. In summary, TIA meetings will be convened every 4 or 8 weeks, depending on the deal flows, to discuss deals that have been either directly sponsored by Chapters

5. All members present will then discuss and debate each investment and any concerns they might have, any additional information required, etc.

Members who are interested in that investment will then group together to take discussions forward in separate meetings. These meetings will be coordinated by the TIA committee. The process will be carried forward in the spirit of mentorship and guidance mentioned herein. As such, it will be expected that, over time, a number of sub groups of members will be meeting “offline” regarding their respective investee companies. While the main forum, consisting of all members, will have a Coordination Committee, these subgroups would need to form their own subgroups, etc.

The details of the company in which an investment has been made, the names of members and the names in which those investments have been made would be communicated to the TIA Committee for its records.

The principle of investment within an investing sub group would be parri passu. However, it would be entirely up to this sub group to mutually agree the individual investment amounts and, also, if it wants to give an incentive by way of disproportionate equity allocation of its holding, to one or more members of that group who will spend extra time and energy on the investee company.

a) The group or subgroup as applicable will nominate a member (the “lead member”), who will lead all discussions on deal valuation, structure and closure with the entrepreneur. For the entrepreneur, the lead member will be the single point of contact for such discussions.

b) The TIA Committee will restrict its involvement only to groups/sub-groups which exclusively have TIA members and not to any groups/subgroups where there are non-member co-investors, unless such co-investors were invited by the investing members to make up the shortfall.

c) Each member will be free to make his or her individual decision on investing in any given opportunity.

d) It is expected that members who do not invest at all for three years would be deemed not to have received value and must therefore review whether they should at all continue their membership.

3. Mentoring

TIA members collectively are committed to contributing money as well as their time and expertise in businesses that they consider worth investing.

a) Members, when investing in an opportunity, will identify who, from within their group would be most appropriate to represent them on the Board of the company (there could be more than one board member) based on the ability to mentor and guide the company at strategic/operational levels as also availability of time to do so.

b) The sub group of members investing in an opportunity are encouraged to find ways to appropriately incentive/reward those amongst the group spending disproportionately more time and effort on mentoring the company (from within the equity negotiated by them) but this is purely at the discretion of the sub group.

TIA Committee (cum Treasurer)

TIA has a central TIA committee to do the following:

a) Create and develop investment opportunities.

b) Evaluate the opportunities at the first stage, including initial interviews.

c) Coaching entrepreneurs for presentations to the TIA

d) Handle member recruitment, communications and relationships Adherence to defined process for Deal Flows, etc.

e) Coordinating due diligence and investments on behalf of the Investing group

f) Interaction with TIA members

g) Handle publicity and public relations

• The TIA Committee will operate through informal set up TIA, which has been specifically formulated for this purpose. Once it goes through a process of evolution, a corporate body shall be formed on mutual consent of TiE Global and TIA Committee members. A formal secretariat shall then be formed to take the activities further.

• TIA or TACT will be governed by a Coordination Committee. ?Based on this framework, the specific rules and future coordination committee processes will be constituted by the above-mentioned coordination committee. An overall principle of broad agreement will be adopted when dealing with significant changes. ?

• TIA or TACT will not be responsible in any way for any investment decisions taken by the members, the correctness of any information that it receives and disseminates, etc. In signing this document, each member specifically indemnifies the TIA and the Chapters against any such liability. ?

• Nothing stated herein should be deemed to create a partnership among the members; nor give any authorization to any member to act for or assume any obligation or responsibility on behalf of, any other member, the TIA, the TIA Committee members other than has been expressly provided for herein.

MANDATORY UNDERTAKING TO BE GIVEN BY MEMBERS:

1. As a Member of TIA; I am a Charter Member of TiE.

2. Non-Disclosure of Confidential Information: Since, I shall be a part of Functioning, Deal Flow Discussions, Decisions & Agreements pertaining to Investments and Funding of TIA; certain proprietary information shall be shared with me. Therefore, with reference to investment Proposals and Opportunities that have been tabled at TIA in consideration of the mutual promises and covenants contained in this MoU, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, I hereto agree as follows:

a) If I have any interest in a particular deal as an investor, director or in any other capacity, the onus of disclosing this to the TIA Committee shall lie solely with me on or before the Proposal being tabled.

b) If I have already pursuing a Proposal/Deal before being tabled at TIA, the onus of disclosing this to the Chapters and TIA Committee shall lie solely with me, who will then exclude the said Proposal/Deal from going forward.

c) I shall not hold parallel discussions with the entrepreneur outside of the process, which includes a restriction on my entering into a separate understanding with an investee company for any consideration. I agree that deal details of any deal, entrepreneurs, etc. will be kept strictly confidential and will not be discussed or revealed outside the TIA.

3. I shall sign this document in acceptance of the broad principles that will govern the functioning of the TIA. The TIA members will also agree to adhere to a code of confidentiality regarding all opportunities tabled at the forum. Members need to sign NDA and follow the required processes to give entrepreneur needed safeguards against proposed Business Idea or IP safety.