TUBITAK The DIRECTORATE of TECHNOLOGY and INNOVATION FUNDING PROGRAMS (TEYDEB) 1514- VENTURE CAPITAL FUNDING PROGRAM APPLICATION FORM REMARKS 1514 - Venture Capital Funding Program aims to provide grant support to Venture Capital Funds that have been established or will be established by the Fund Managers or Prospective Fund Managers of which TUBITAK has accepted project applications. Application Form is the main document of the application regarding the Venture Capital Funding Program which has been established within TUBITAK TEYDEB. Please fill out the form and its appendices if you are a Fund Manager or Prospective Fund Manager wishing to take advantage of the Venture Capital Funding Program. You may present tables, pictures, videos or other similar documents in addition to the appendices required in the Application Form. Please make sure to fill out all parts of the Application Form in full and sign each page. If necessary, other information and documents may be required in addition to the ones requested here. If inaccurate information is provided, the application shall be deemed void and legal action shall be taken against the project applicant and legal representatives pursuant to Article 206 of the Turkish Criminal Code No. 5237 dated September 26, 2004. All communications with the Fund Manager or Prospective Fund Manager and their legal representatives shall be carried out by the Venture Capital Funding Group (GISDEG). In order for the applications to be valid, an application file made has to be prepared containing all the information requested in the application form and its appendices being filled in fully to be delivered to TUBITAK s address along with a copy on CD by the project deadline date. 1/16
A- Information about The Fund, Fund Manager / Prospective Fund Manager A.1. Is there a Fund Manager that has been established with regards to the Call? Yes No If your answer is YES a. Please fill the form below. Please provide the documents in proof in the appendix of the Application Form. Fund Manager's Title: Company Type: Establishment Date: Taxpayer Identification Social Security Institution (SSI) Employer Registration Address: Telephone Fax Email Address: Website Address: Fund Official/Officials: Last Nationality: TR Identification/Passport 1 Educational Status: Telephone Mobile Email Address: Last Nationality: TR Identification/Passport 2 Educational Status: Telephone Mobile Email Address: If your answer is NO please fill the form below as the representative of the Prospective Fund Manager. Please provide the basic information (location, legal structure, capital, founding partners) of the Fund Manager (FYTB) in the appendix of the Application Form. Authorized Representative/Representatives of the Prospective Fund Manager Last TR Nationality: Identification/Passport Educational Status: Telephone Mobile Email Address: Last TR Nationality: Identification/Passport Educational Status: Telephone Mobile Email Address: 2/16
B- Information about the Fund Manager/Prospective Fund Manager Team Fund Manager/Prospective Fund Manager Team Last TR Identification/Passport Nationality: Educational Status: Telephone Mobile Email Address: Last TR Identification/Passport Nationality: Educational Status: Telephone Mobile Email Address: Last TR Identification/Passport Nationality: Educational Status: Telephone Mobile Email Address: Last TR Identification/Passport Nationality: Educational Status: Telephone Mobile Email Address: Last TR Identification/Passport Nationality: Educational Status: Telephone Mobile Email Address: C. Experience of the Fund Manager and the Enterprises of the Fund Manager/Prospective Fund Manager regarding Venture Capital Funds C.1. Does the Fund Manager have fund management experience (including Venture Capital Funds)? Yes No If your answer is YES please provide the related Fund Management Experience List (FMEL) in the appendix of the Application Form. C.2. Is there an already established Venture Capital Fund to be managed by the Fund Manager/Prospective Fund Manager? Yes No If your answer is "YES" please provide the documents in proof in the appendix of the Application Form. If your answer is NO" do the capital providers make any commitment to provide capital? 3/16
Yes No If your answer is YES please provide the Capital Structure and Partnership Information of the Fund (CSPI) in the appendix of the Application Form. If your answer is NO" please indicate the Capital Development Strategy (CDS) regarding the fund you plan to create. D. Experience, Information and Backgrounds of the People who are Positioned/will be Positioned within the Fund Manager/Prospective Fund Manager D.1. Please provide, in the appendix of the Application Form, the Backgrounds (B) of the Fund Manager/Prospective Fund Manager team and the Reference List (RL) to obtain information about them as well as the Reference Letters (RLe). D.2.Please provide detailed information in the appendix of the Application Form regarding Investment Experience (IE) (including Venture Capital investment experience) of the Fund Manager/Prospective Fund Manager team. D.3. Please provide a list of the State (date of entering the investment, whether still in the investment, exit dates if exited the investment, internal productivity rate, net asset value) of Investments (10VCIE) (Venture Capital investments) made in the last 10 (ten) years by the people in the Fund Manager/Prospective Fund Manager team in the appendix of the Application Form. D.4. Please provide detailed information in the annex of the Application Form regarding the investment and exit processes as well as the outcome of the investments (2EOI), including at least two of the exited investments which were made by the Fund Manager/Prospective Fund Manager's team. D.5. If the individuals that make up the Fund Manager/Prospective Fund Manager's team have at least two investments in the investment portfolio (2IP), please provide detailed information about them in the appendix of the Application Form. D.6. Please provide the information about the Investment Committee Members and Consultants (ICMC) that will be working with the Fund Manager/Prospective Fund Manager in the appendix of the Application Form. 4/16
E. Letter of Commitment E.1. Please provide the attached Letter of Commitment (LC) filled out by each member of the Fund Manager/Prospective Fund Manager team in the appendix of the Application Form. 5/16
F. Documents Required to be Provided in the Application Form Important: Following documents have to be provided in full in the Application Form in order for the project applications to be assessed by the Fund Manager/Prospective Fund Managers. Please check the boxes to make sure that the related documents are in the Application Form. Fund Manager/Candidate Fund Manager's Investment Plan and Strategy (investment strategy, entry and exit strategy, cash flow tables, organization, fund management cost, projected return ratio for the investor and distribution of profits). Fund Managers/Candidate Fund Manager's Business Plan Aimed for Venture Firm (VCBP) Basic information of the Fund Manager (BIFM) that is planned to be established (Appendix 1), Fund Management Experience List (FMEL) of the Fund Manager (Appendix 2), Capital Structure and Partnership Information (CSPI) of the Fund. (Appendix 3), Capital Development Strategy (CDS) of the Fund (Appendix 4), Fund Manager/Prospective Fund Manager Team's Backgrounds (FMTB), Reference List (RL) (Appendix 5) and two Reference Letters (RLe) Fund Manager/Prospective Fund Manager Team's Investment Experience (IE) (Appendix 6) Information about the Investment Committee Members and Consultants (ICMC) (Appendix 7), If there is any, document containing information regarding the support obtained from other institutions and organizations, Document in which Fund Manager's assessment, acceptance, investment, and exit processes are explained, Document in which auditing, reporting and risk control processes are explained, Tax registration certificate of the Fund Manager, Trade Registry Gazette (TSG), signature circular, annual report, document proving that there is no Social Security or tax debt, current operating report for the last period and audited financial tables, Letter of Commitment (T) from the Fund Manager/Prospective Fund Manager regarding its team, (Appendix 8 NOTE: TUBITAK and/or the persons authorized by it reserve the right to request information in addition to the above in order to assess the applications more effectively. TUBITAK reserves the right to decline any application unilaterally. TUBITAK's resolutions shall be final. Please deliver the Application Form and appendices to the following address in bound hard copy. TUBITAK TEYDEB 1514- Venture Capital Funding Group Atatürk Bulvarı No:221 06100 Kavaklıdere ANKARA 6/16
Appendix 1: Basic Information of the Prospective Fund Manager Location of Establishment: Company Type: Size of Capital: Geographical Distribution of Investment: Target Investment Industries: 1- Lower and Upper Limits of Investments (Thousand TL): Stages of Target Investments (%): Lower: 2- Seed: 3- Beginning: Upper: 4- Growth: Dividend Policy: Founding Partners: Management Cost Ratio (%): Key Person/Persons Last Nationality: TR Identification/Passport 1 Educational Status: Position at Last Job: Venture Capital Previous Industry: Management Partnership Ratio (%): Experience in Finance Industry and Duration of Employment in the Industry: Last Nationality: TR Identification/Passport 2 Educational Status: Position at Last Job: Venture Capital Previous Industry: Management Partnership Ratio (%): Experience in Finance Industry and Duration of Employment in the Industry: Last Nationality: TR Identification/Passport 3 Educational Status: Position at Last Job: Venture Capital Previous Industry: Management Partnership Ratio (%): Experience in Finance Industry and Duration of Employment in the Industry: Last Nationality: TR Identification/Passport 4 Educational Status: Position at Last Job: Venture Capital Previous Industry: Management Partnership Ratio (%): Experience in Finance Industry and Duration of Employment in the Industry: Last Nationality: TR Identification/Passport 5 Educational Status: Position at Last Job: Venture Capital Previous Industry: Management Partnership Ratio (%): Experience in Finance Industry and Duration of Employment in the Industry: Headquarters: Taxpayer Identification Current Industry: Company Type: Establishment Date: Number of Personnel: Authorized Representative: Venture Capital Structure of the Partnership: 1-2- Capital: Asset Size: (Profit for the Period + Depreciation Expenses) (%): Partnership Ratio (%): (Debt Interest Expenses + Debt Principal Payments) Headquarters: Taxpayer Identification Current Industry: Company Type: Establishment Date: Number of Personnel: Authorized Venture Capital Structure of the Capital: Representative: Partnership: Asset Size: Partnership Ratio (%): 7/16
(Profit for the Period + Depreciation Expenses) (%): (Debt Interest Expenses + Debt Principal Payments) Appendix 2: Fund Manager Establishment Date: Size: Headquarters: Number of Venture Capital Companies in the Portfolio: Last Investment Committee Team: Last Last Last Last Venture Capital Fund Lower and Upper Limits of Investments (Thousand TL): 1 2 3 4 Investments Venture Firm (GS) Title: Establishment Location of GS: Company Type: Date of GS: Asset Size of GS Prior to Investment (TL): Equity Size of GS Prior to Investment (TL): Current Industry of GS: Date of Investment in GS: Amount of Investment in GS: Date of exit from GS: Earnings from Investment: Internal Productivity Rate: Venture Firm (GS) Title: Establishment Location of Company Type: Date of GS: GS: Asset Size of GS Prior to Investment (TL): Equity Size of GS Prior to Investment (TL): Current Industry of GS: Date of Investment in GS: Amount of Investment in GS: Date of exit from GS: Earnings from Investment: Internal Productivity Rate: Venture Firm (GS) Title: Establishment Location of Company Type: Date of GS: GS: Asset Size of GS Prior to Investment (TL): Equity Size of GS Prior to Investment (TL): Current Industry of GS: Date of Investment in GS: Amount of Investment in GS: Date of exit from GS: Earnings from Investment: Internal Productivity Rate: Venture Firm (GS) Title: Establishment Location of Company Type: Date of GS: GS: Asset Size of GS Prior to Investment (TL): Equity Size of GS Prior to Investment (TL): Current Industry of GS: Date of Investment in GS: Amount of Investment in GS: Date of exit from GS: Earnings from Investment: Internal Productivity Rate: Management Cost Ratio: Key Person/Persons Dividend Policy: Distribution of Capital: 1- Lower: 1-2- 3- Upper: 2-4- 5-8/16
Appendix 3: Fund... Type: Size Fund Manager Contribution Cost (%): Durati on: Headqu arters: Company Type: Location of Establishment: 1 Address: Telephone Website Address: Company Type: Location of Establishment: 2 Address: Telephone Website Adresi: Other Investors 3 Company Type: Location of Establishment: Address: Telephone Website Address: Company Type: Location of Establishment: 4 Address: Telephone Website Address: Company Type: Location of Establishment: 5 Address: Telephone Website Address: 9/16
Appendix 4: Target Fund Type: Size Fund Manager Contribution Cost (%): Headqu Duration: Lower: Upper: (%): arters: 1 Company Type: Location of Establishment: Address: Telephone Website Address: 2 Company Type: Location of Establishment: Address: Telephone Website Address: 3 Company Type: Location of Establishment: Target Investors Address: Telephone Website Address: 4 Company Type: Location of Establishment: Address: Telephone Website Address: 5 Company Type: Location of Establishment: Address: Telephone Website Address: 6 Company Type: Location of Establishment: Address: Telephone Website Address: 10/16
Appendix 5: Team Personnel Name, Last Name of Type: the Fund Manager: Invested Companies and Fund Venture Capital Experience Fund Size (TL): Headquarters: Fund Duration: Industries (%): Stage of the Investment (%): Number of GSS in the Portfolio: 1-1- 2-2- 3- Seed: 3-4- Beginning: 4-5- Growth: 5- Internal Productivity Rate (%): Average Duration of Exiting the Funds: Other Investors and Their Shares in the Fund (%): Rate of Increase in Asset Size When Exiting Investment (%): Position: Start Date of Position: End Date of Position and Reason, if there is any: Team Personnel Name, Last Name of Type: the Fund Manager: Invested Companies and Fund Fund Size (TL): Headquarters: Fund Duration: Industries (%): Stages of Investments (%): Number of GSS in the Porfolio: 1-1- 2-2- 3- Seed: 3-4- Beginning: 4-5- Growth: 5- Internal Productivity Rate (%): Average Duration of Exiting the Funds: Other Investors and Their Shares in the Fund (%): Rate of Increase in Asset Size When Exiting Investment (%): Team Personnel Name, Last Team Personnel Name, Last 11/16 Duty: Starting Date of Duty: Starting Date at Position Name of Type: Fund Fund Size (TL): Headquarters: Fund Duration: the Fund Manager: Invested Companies and Industries (%): Stages of Investments (%): Number of GSS in the Porfolio: 1- Seed: 1-2- Beginning: 2-3- Growth: 3-4- 4-5- 5- Internal Productivity Rate Average Duration of Exiting the (%): Funds: Position: Starting Date of Duty: Starting Date at Position Name of Type: the Fund Manager: Invested Companies and Fund Other Investors and Their Shares in the Fund (%): Rate of Increase in Asset Size When Exiting Investment (%): Fund Size (TL): Headquarters: Fund Duration: Industries (%): Stages of Investments (%): Number of GSS in the Porfolio: 1-1- 2-2- 3- Seed: 3-4- Beginning: 4- Other Investors and Their Shares in the Fund (%):
5- Growth: 5- Internal Productivity Rate (%): Average Duration of Exiting the Funds: Rate of Increase in Asset Size When Exiting Investment (%): Position: Starting Date of Duty: Starting Date at Position: 12/16
Appendix 6: References for those that make up the Fund Manager team 1. Reference 2. Reference Title Last Name Title Last Name Company Name Company Name Address Address Telephone Number. Fax Number. Telephone Number. Fax Number. Email Address Website Address Email Address Internet Address 1. Reference 2. Reference Title Last Name Title Company Name Company Name Address Address Telephone Number. Fax Number. Telephone Number. Fax Number. Email Address Website Address Email Address Internet Address 1. Reference 2. Reference Title Last Name Title Last Name Company Name Company Name Address Address Telephone Number. Fax Number. Telephone Number. Fax Number. Email Address Website Address Email Address Internet Address 13/16
Appendix. 7. Investment Committee and Consultant Information Last Field of Total Last Place of Work: Position at Last Place of Work: Previous Investment Committee Experience in Beginning or Seed Investment: Experience in Technology Company Investment: 1-1- 1-1- Exit 2-2- 2-2- 3-3- 3-3- Last Field of Total Last Place of Work: Position at Last Place of Work: Previous Investment Committee Experience in Beginning or Seed Investment: Experience in Technology Company Investment: 1-1- 1-1- Exit 2-2- 2-2- Investment Committee Members 3-3- 3-3- Last Field of Position at Last Place of Work: Previous Investment Committee Experience in Beginning or Seed Investment: Total Experience in Technology Company Investment: 1-1- 1-1- 2-2- 2-2- 3-3- 3-3- Last Field of Total Last Place of Work: Exit Last Place of Work: Position at Last Place of Work: Previous Investment Committee Experience in Beginning or Seed Investment: Experience in Technology Company Investment: 1-1- 1-1- Exit 2-2- 2-2- 3-3- 3-3- Last Field of Total Last Place of Work: Position at Last Place of Work: Previous Investment Committee Experience in Beginning or Seed Investment: Experience in Technology Company Investment: 1-1- 1-1- Exit 2-2- 2-2- 14/16
3-3- 3-3- Consultant Information Last Education: Total Last Place of Work: Field of Previous Consultancy Venture Capital Fund Consultancy 1-1- 1-2- 2-2- 15/16
Appendix 8: LETTER of COMMITMENT TO THE TUBITAK PRESIDENCY As Fund Manager/Prospective Fund Manager, we accept and undertake the following in regards to the project proposal for which we apply to TUBITAK for assessment within the scope of the "Regulation on Technology and Innovation Support" (Regulation) Programs of the Scientific and Technological Research Council of Turkey and the Implementation Principles for the Venture Capital Funding Program of TUBITAK" (Implementation Principles), to which this TUBITAK project application is made. We have complete information on the regulation regarding the support program which we have made/will make the project application to TUBITAK for, and we shall act in compliance with the regulation, We have provided and shall provide accurate information regarding all the project-related information and documents we have presented to TUBITAK and to the individuals appointed by TUBITAK; documents that have been declared regarding the personnel that have been appointed/will be appointed to carry out the project operations are accurate; project implementer is from the Fund Manager/Prospective Fund Manager team; we possess the Fund Manager/Prospective Fund Manager qualifications to be able to make the application stated in the Implementation Principles of the program; we shall submit all types of information and documents as well as provide essential conditions and facilities so as to allow TUBITAK to perform the necessary reviews and monitoring, In the case of dispute about any of the information and documents we have provided to TUBITAK regarding the project we have applied for, we are aware that TUBITAK records shall be taken as the basis, We shall determine the level of confidentiality of the information that will be provided during the project application, assessment and monitoring processes, and we accept beforehand the conclusion of the assessments made according to the presented information, We shall not hold TUBITAK responsible for any breach of ethics committed by the individuals participating in the project assessment and monitoring process, In case of taking advantage of other public support and/or support obtained from international resources for the project we have applied for, we shall not seek the aforementioned support from TUBITAK a second time, If the project application which we have prepared according to the objective, scope and targets stated in the Implementation Principles for the Venture Capital Funding Program of TUBITAK is accepted, we recognize that all decisions to be taken by TUBITAK shall be done so based on the objectives, scope, and targets. If TUBITAK determines that we have not complied with the rules, which we have accepted and undertaken above, and/or that we have provided inaccurate information, we accept and undertake that decisions taken and sanctions implemented can be applied to us directly, and that we have no right to object to these decisions or sanctions. Any translation of this Implementation Principles or of any other transaction document into English will only be for convenience of the relevant Fund Managers/Prospective Fund Managers having requested such translation. In the case of any discrepancy due to translation, the Turkish version of the Implementation Principles and of any other transaction document will prevail. 16/16