GLOBAL STARTUP PROGRAM

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GLOBAL STARTUP PROGRAM Terms of Reference NATIONAL CALL 2016 May 2016 Powered by Supported by 2016 IC 2 Institute Proprietary 2016 IC 2 Institute Proprietary 1

Chapter I - Objective and scope ARTICLE 1 - OBJECTIVE 1. The purpose of the Global Startup Program, hereinafter referred to as GSP, is to assist the success of Portuguese entrepreneurial endeavors. 2. The following regulations set out the selection, contracting procedures, and legal requirements applicable to all projects that are selected to participate in the GSP managed by the IC 2 Institute of The University of Texas at Austin, hereinafter referred to as IC 2, and funded by the Portuguese Foundation for Science and Technology, hereinafter referred to as FCT. 3. For the due purposes of what is stated in these regulations, the beneficiaries of the program are those who are approved by the IC 2 selection committee and their participation is confirmed in writing under the scope of the program. ARTICLE 2 - SCOPE 1. These regulations apply to the types of projects described in Chapter III. Chapter II - CANDIDATE COMPANIES 1. Should be technology-based with a novel or innovative product/service. 2. Must be incorporated in Portugal, or prove significant economic impact in Portugal, such through (but not limited to) job creation, tax payments, and buying from Portuguese suppliers. 3. Should be early-stage or mature Micro, Small, and Medium Enterprises (MSME). 4. The appointed leadership from the Portuguese venture shall be either the CEO or a co-founder expected to be on a full-time commitment if accepted and offered an invitation to the program. Under valid justification and upon approval by the jury committee, the project s leadership may be warranted to the Director of Business Development. Chapter III - Types of projects ARTICLE 3 - TYPE 1 PROJECTS 1. Companies with high-growth potential based on a unique or enabling technology that is under development, typically with limited local or regional sales who wish to move to the United States to obtain funding, product development, and commercialization efforts. 2016 IC 2 Institute Proprietary 2

ARTICLE 4 - TYPE 2 PROJECTS 1. Companies with a product/service ready to market that typically have sales in domestic or regional markets and wish to expand their sales, distribution or reach into global markets. ARTICLE 5 - TECHNOLOGY AREAS 1. The GSP accepts applications from all technology areas with high preference for ventures that have some core, enabling or unique technology, intellectual property, patents or trade secrets that differentiate them from their competition. Chapter IV - Services provided by the IC 2 Institute team ARTICLE 6 - SERVICES PROVIDED FOR PROJECTS 1. Depending on the company s needs, typical services provided may include: a. International market entry efforts towards sales and first customer acquisition; b. Develop first client or customer relationships that can result in present or future cash transfer to Portuguese ventures. These can include corporate investment, research investment, executed agreements, term sheets, or memorandum of understanding including relationships involving product sales, marketing rights, distributorship relationships, certification support, testing of product in new markets, inventory management structures or agreements, and localized product modification for new market penetration. c. Free office space at the IC 2 Institute in Austin for up to one year. d. Assistance on the preparation for a funding round, whether that be seed, series A or B types; e. (when justifiable) application for incubation at the Austin Technology Incubator (ATI); f. (as necessary or convenient to the client company) assistance with establishing a USA corporation, local/regional office/s or help with international visa or immigration specific to, or as necessary for conducting business in the United States; g. Pursuit of arrangements that provide in-kind or lower cost services which conserve cash for the Portuguese ventures such as web site development, marketing materials development, or sales activity leveraging existing sales calls by the partner; h. Overall guidance for market readiness; and readiness to go global ; 2016 IC 2 Institute Proprietary 3

i. Development of business models, value proposition and Go to Market selling strategies that can be directly linked to increased probability of future business agreements leading to sales, distribution, corporate investment, or a research investment; j. Guidance for product development and marketing/selling strategies; k. Market analysis, targeting, segmentation, and customer validation; l. Development of information on the company s unique value proposition, specific customer benefits and one s unique, novel and/or unfair competitive advantages; m. Work with company representatives to develop localized marketing materials about their technologies for sophisticated markets; n. Preparing applicants to pitch to customers or investors effectively; o. Development of a commercialization strategy for international markets; p. Coaching/Mentoring on effective sales closing strategies; q. Preparation for market approach towards first customer acquisition; r. Business development activities in the U.S. market, and, when justified, in other international markets; s. Framing and executing in potential avenues for business engagement agreements between technology representatives and other parties; t. Arranging of meetings between technology representatives and interested parties; u. Coaching of technology representatives prior to meetings with interested parties and throughout the business development activities of the program; v. Providing feedback and guidance on business model development, marketing, pricing, contract negotiations, etc. Chapter V - National Call for Applications ARTICLE 7-2015 CALL FOR APPLICATIONS 1. The Terms of Reference and application instructions are publically available at the UTEN GSP UT Austin website on the following URL: http://utenportugal.org/global-startup-program/ 2. The call for applicants shall be thoroughly advertised publically through FCT, UTEN, and the IC 2 Institute and other adequate media and communications channels. 2016 IC 2 Institute Proprietary 4

3. The IC 2 Institute team reserves the right to accept and review applications to the program for companies with high internationalization potential applying throughout the year preceded by a warm introduction from someone within our trusted network of contacts. These special cases will be subject to the exact same criteria and thoroughness as set for this call. ARTICLE 8 - NUMBER OF PROJECTS SUPPORTED 1. In order to equilibrate the effort devoted to each project, the number of applications supported at each call depends on their nature and quality; as such, they cannot be estimated. Nevertheless, the total number of projects to be selected is foreseen not to exceed the number of twenty (20) new for the 2016 call. Chapter VI - Application process ARTICLE 9 - APPLICATION PERIOD 1. Applications for 2016 call: open from 12:00 midnight CST Monday May 23 2016 through 11:59pm Sunday July 10, 2016. ARTICLE 10 - APPLICATION REQUIREMENTS 1. Instructions for applications are presented at the GSP website: http://utenportugal.org/global-startup-program/. 2. Candidates must fill out the application form and submit the required materials accordingly. 3. Candidates are free to apply multiple times on different yearly calls with the same type of project or with a different one. 4. Candidates are not allowed to apply with more than one type of project in the same call. Chapter VII - Calendar ARTICLE 11 - SELECTION PHASES 1. STAGE 1 (March 16-25, 2016): roadshow in Portugal with visits to multiple incubators and accelerators. 2. STAGE 2 (May 18-27, 2016): roadshow in Portugal with visits to multiple incubators and accelerators. 3. STAGE 3 (July 11-August 31): IC 2 Institute team conducts due diligence on all applications received. This includes both primary and secondary research and remote contact with the applicants or their references. 2016 IC 2 Institute Proprietary 5

4. STAGE 4 (September, 2016): selection bootcamp in Portugal: (open to selected applicant companies) for training in US and foreign market entry. The IC 2 Institute team will also conduct in-person Shark Tank-like interviews with selected companies, followed by period of additional due diligence on the opportunities that requires close contact with the applicants. 5. STAGE 5 (October, 2015): final selections and communication of results. 6. STAGE 6 (November 1-December 31, 2016): initial mentoring/coaching, business development executives assigned, incubation, and acceleration activities for selected companies begins. Depending on each project, the duration of this stage can be shortened or extended. Selected companies are expected to come to Austin for 5-10 working days for an orientation hands-on workshop/internship to actively participate in the tasks detailed above and develop a commercialization strategy for implementation during the coming year of the program. 7. STAGE 7 (January 1-December31, 2017): full time engagement on business development, incubation, and acceleration. It is expected that the companies will come to the US or other specified locations to support commercialization efforts including, but not limited to scientific or business conferences, business meetings, strategy sessions, engagements with potential funders. The graduation date is undetermined and will be set in common agreement between each company and the IC 2 Institute team. Chapter VIII - Selection process ARTICLE 12 - SELECTION CRITERIA 1. Criteria for final selection will involve various parameters conducive to market success in global markets, this includes, but is not limited to: a. Team: leadership, dynamic, CEO coach-ability, motivation, willingness to dedicate time to the program. b. Readiness level of product and team to succeed in highly competitive environments. c. Clear ambition, budget and commitment to internationalize (Go Global). d. Proof of Market Traction, Sales and Revenue Generation (Local/Region/EU). e. Strong value proposition of the innovation. f. Strong and clear competitive product positioning. g. Ability to exclude others from operating in the same space. h. Respect for barriers and challenges faced by the company. 2016 IC 2 Institute Proprietary 6

i. Alignment of objectives with the GSP. j. Uniqueness of the opportunity and large, profitable market opportunity k. Quality of the application. 2. Selection will be determined by and through the IC 2 Institute team due diligence, industry/market analysis, potential of the opportunity and high correlation to our ability to help the venture achieve measurable success within 12 months time or less. ARTICLE 13 - JURY COMMITTEE 1. A team of experienced professionals from the IC 2 Institute is responsible for the selection process. 2. The jury committee consults multiple people before making a final decision. ARTICLE 14 - COMMUNICATION OF RESULTS 1. Final decisions will be communicated electronically in written form, both to selected and not-selected projects. 2. Selected companies will be formally accepted in the Program upon confirming their interest electronically in written form, thereby fully agreeing to these Terms of Reference. Chapter IX - Miscellaneous ARTICLE 15 - COSTS 1. IC 2 Institute operations within the program are funded by the FCT. 2. Participating companies are expected to assume all travel and accommodation costs as well as any other own expense related with the internationalization process. 3. As necessary or appropriate the Portugal company may be asked to pay for certain travel or other business expenses on behalf of a respective client project, should both parties agree these costs are reasonable. In some cases the IC 2 Institute may offset part of those business expense costs from funds in the program. ARTICLE 16 - TERMINATION OF PARTICIPATION 1. Both the IC 2 Institute team and the companies selected may terminate a project at anytime electronically in written form so long as it is accompanied by an adequate justification. 2016 IC 2 Institute Proprietary 7

2. Justification is directly related to non-compliance with continued adherence and opportunity detailed in the Selection Criteria. ARTICLE 17 - EXPECTED RESULTS 1. The IC 2 Institute team will dedicate diligent effort to secure relationships and revenue, strategic and dilutive capital bearing engagements with partners. 2. Due to the high complexity and unpredictable nature of the technology commercialization process and the dependency of timing, product readiness, team preparedness and mutual party agreement, the closure of business deals is expected, but not guaranteed. ARTICLE 18 - DUTIES OF THE PARTICIPANTS 1. Participants from Portugal are required to devote substantial time and effort to conduct the internationalization process within the program (at least 8 hours per week). 2. Since the program may include hosting the participants in the U.S.A. or other international markets for short or long periods (up to one year), it is required for the participants to travel and live abroad as needed. 3. The participating companies are required to designate one top-level representative to lead the internationalization endeavor and to have regular and frequent interaction and direct communication with the IC 2 Institute business development team at least once a week. 4. Participants are required to collaborate with the IC 2 Institute and our marketing and communications team to communicate activity or news regarding their participation in the program and publicize the results thereof. Confidentiality issues related to the nature of closed business deals will be taken into account by both parties in accordance with the best practices including information disclosure rules specific to the University of Texas at Austin. 2016 IC 2 Institute Proprietary 8