A. Introduction :

The Bengaluru Angels (TBA), is completely owned and managed by Resurgent Business Pvt Ltd . TBA may be converted into independent Company /Trust by the present ownerships at its sole discretion. The members will continue to be members of TBA in its new form as per the same and or amended rules/terms and conditions that may come into force from time to time or after its changed identity.

The Angels agree to the following terms governing the membership:

1. How to become member of TBA?

Membership is by invitation only. New member to be recommended by existing member (sponsor) along with profile.If membership committee approves the profile, then it will set up to have a meeting with the new member . After due interaction, the membership committee will decide and intimate its decision to the potential member.

2. What is expected from TBA members ?

The aspiring member should be someone who can afford to invest in high risk, early stage ventures to provide emerging companies with seed and startup capital. We expect active investors - who contribute their time and experience to evaluate deals and mentor entrepreneurs, as well as offer introductions to appropriate contacts from your network that will help the entrepreneur succeed. TBA members also refer a) start ups looking for funds and b) other potential members.

3. Undertaking ?

It is mandatory for every TBA member to sign an undertaking document and abide by the rules outlined.

4. Exit time frame for TBA deals?

There is no fixed time frame. Successful exits may take several years. It takes time to build a startup.There are risks associated with startups. Members bring in the domain expertise and experience to ensure that start ups flourish and become successful. Many a time there will be failures but one or two successful ventures will make up for the failed ones. It may take 3 to 5 years for valuations to increase and there may be exists possible .

5. Can Investments be for less than 3 years?

TCA is looking for active members. If you are not making investments or contributing to the growth of the group, then TCA may not be the right group for you.

6. Code of conduct?

TBA members may be authorised to formally represent TBA in entrepreneurship forums and meetings in India and Abroad.They will participate in Q&A sessions and raise issues that can help start ups evolve rhobust business model.

B. MEMBERS UNDERTAKING

Member represents to TBA that:

1. Member meets the eligibility criteria to be an angel investor capable of making investment decisions and protecting such investments without the standard protection available under Securities law to general investors.

2. Member understands that TBA, its members, employees and advisors are not responsible for any information, recommendation or advice leading to an investment; for monitoring or protecting the investment; or for any losses or damages suffered directly or indirectly from the investment.

3. Member alone is responsible for understanding and verifying investment case, making investment decisions and monitoring and protecting investments. There is no agency or partnership arrangement between Member and TBA (or its members, employees and advisors).

4. Member understands that there is no obligation for Member to invest in every deal presented to TBA. Members are free to not participate in any deal presented to TBA without having to explain reasons for their decision.

5. Member understands that Angel Investments are extremely high risk and notwithstanding the due diligence there is very high probability that the entire investment will be wiped out. Member represents that he/she has the ability to withstand such loss.

Member agrees to:

1. Abide by, and in the case of Institutional Members, the nominees of the Institution abide by, the Membership Terms governing TBA in force as of date and as amended from time to time and made applicable to all members of TBA. A copy of the Membership Terms currently effective is appended to this Undertaking.

2. Provide, and in the case of Institutional Members, the nominees of the Institution provide, reasonable time to mentor early stage business enterprises when required by TBA.

The membership can be terminated by:

1. Member any time with immediate effect / TBA in the manner envisaged in Membership Terms any time / The membership terminates automatically upon the member losing ability to meet eligibility criteria or upon death, insanity or insolvency.

2. Member's obligation to comply with confidentiality requirements under Membership Terms survives the termination of this Undertaking.

3. This Undertaking shall be subject to the laws and jurisdiction of Bengaluru , India.

C.Types of Memberships:

1. TBA has two classes of membership:

2.a. Individual

2.b. Institutional

3. Individual membership is provided to individuals in their personal capacity and not as nominees of an institution. Participation by individual members in meetings will have to be personal and not through nominees. Investment by individual members will have to be made in their personal names, or jointly with members of their immediate family or through wholly owned enterprises/trusts.

4. Institutional members can nominate up to a maximum of two nominees to represent the institution in members' meetings. Investment by institutional members will have to be made in the name of the institution (and not an affiliate of the institution). An institutional member has just one vote whenever a voting takes place to be exercised by the nominee present or by one of the nominees if more than one nominee is present.

5. TBA would be administered by unilaterally selected Executive Committee (EC) from amongst members/nominees (angels) with each member carrying one vote. The chairman of the EC will be appointed by the ownership of TBA's holding company.

6. Admission into membership is decided by Membership Committee (nominated by EC) subject to approval by Chairman of EC.

7. Annual membership fees are as in Table 1 to this document. This can be amended by EC from time to time.

8. Every Angel is expected to:

(a) Attend at least 75% of the TBA meetings in a calendar year in person or over phone.

(b) Invest in at least one deal every financial year.

(c) Participate in at least 50% of the weekly screening calls.

(d) Act as deal champion to take promising deals through to conclusion, as may be requested by Screening Committee.

(e) Aid and mentor investee companies and their management in successful conduct of their business, in their capacity as TBA rep Director, Observer or simply as a mentor.

(f) Represent TBA in events, seminars, conferences as may be requested of member by the Executive Committee.

(g) Aid and assist TBA objectives to the greatest extent possible, including by sourcing good deals.

(h) Persistent failure to comply may be considered by EC as reasonable ground for revocation of membership without giving any justification for the same. EC decision will be final in this regard.

(i) Membership can be revoked by EC for breach of terms; for failure to keep up commitments to invest or pay fees; and for other reasons determined by EC.

D. Investments

1. Investments would be made into early stage business enterprises with some nexus to South India.

2. Mentoring is as important as money. Angels would provide mentoring support to their investments.

E. Investment Process:

1. Applications shall be received in a standardized format, made available to Angels and shortlisted for presentation by entrepreneurs to Angels in TBA meetings scheduled from time to time.

2. Angels interested in a deal shall elect one or more deal-champions who shall engage with the entrepreneur to evaluate the prospect and crystallize valuation, structure and closure.

3. All discussions with entrepreneur shall be through or with the knowledge of the deal champion appointed by TBA

4. EC should be kept in the loop by circulation of minutes of meeting.

5. Declines shall be communicated promptly to entrepreneurs.

6. Term Sheets shall be offered in standardized format (variations will have to be referred to EC) and signed by deal champions and entrepreneurs.

7. The term sheet and business case shall be presented to all Angels for offers for subscription within 10 days. In the event of oversubscription, allotment shall be proportionate. In the event of under subscription, the deal shall be turned down unless any Angels are willing to fill the gap.

8. Investments would be made by individual angels directly into enterprise. TBA would be a facilitator ensuring standardized terms, coordinated mentoring and tracking for a pre agreed fee payable be the Angel as well as start up .

F. CONFLICT OF INTEREST

1. Any angel participating in any event on behalf of TBA would have to represent the interests of TBA (and not the interest of the angel) and provide a prompt feedback to TBA after the event. Event includes a meeting to encourage, identify or evaluate investment opportunities.

2. Any angel having any conflict of interest with a proposed investment should disclose such conflict as early as feasible. Angels with conflict of interest shall not:

a. participate in any presentation, evaluation or discussions about such investment and

b. Seek/gain access to any confidential information about the prospect, the investment case or deal terms.

3. Conflict of interest includes:

a. Ownership, substantial investment, management, or board membership in a directly competing business enterprise

b. Arrangement of a reward (in cash, equity or position) contingent upon investment by Angels

c. Relationship or business association with entrepreneurs applying for investment.

d. Competing consideration of an investment outside TBA (unless the Angel is willing to now invest only through and with TBA on identical terms)

e. Angels shall not circumvent TBA and have parallel discussions with entrepreneurs for investment outside TBA while TBA is considering a deal with the entrepreneur unless authorized or invited by TBA to do so on behalf of TBA as Deal Champion or as an Investing Angel.

f. Angels are free to engage with entrepreneur directly once TBA rejects an investment proposal.

G. CONFIDENTIALITY

In the course of evaluation, presentation or discussion, Angels may receive confidential information relating to identity of startups, entrepreneurs involved, the need for funding/mentoring support, business objectives/strategies, business models, investment case, deal size, deal structure and deal terms. Angels shall not:

a. use such confidential information for any purpose other than the purpose for which such information is disclosed to them

b. treat such confidential information with lesser care than that with which they would use confidential information relating to their own business

c. Disclose such information to any third party; disclosure to advisors for the purpose of securing advice and disclosure under compulsion of law are exempt from this restriction.

d. The obligation of Angels under Confidentiality shall survive the termination of membership for a period of five years.

H. RESPONSIBILITY

1. The decision to invest shall be that of each Investing Angel.

2. The responsibility to monitor and protect investments made is that of each investing Angel.

3. TBA, the EC, any sponsoring Angel or any Angel who participated in any evaluation shall not:

a. Be construed as an Advisor for the investment.

b. Be construed as recommending or not recommending an investment.

c. Be responsible for reliability or accuracy of any of the representations made.

d. Be responsible for investment case of or terms of investment into an enterprise.

e. Be responsible for monitoring the progress of an investment or protecting the investment.

f. Be responsible for any loss or damage suffered by an Investing Angel.

g. Nothing in this shall be construed as a partnership or agency arrangement amongst TBA, EC, Investing Angels, Sponsoring Angels and other Angels.

h. The terms can be changed by EC from time to time so long as they pass the test of fairness and are applicable to all members.

i. In any conflict between these membership terms and the membership undertaking signed by members, the undertaking prevails over the terms.

Table 1: Annual membership fee Date Effective 01 Jan 2016 Individual member (Per Financial Year) Rs. 50,000/- One time entry fee Rs. 100,000/-

Table 1: Annual membership fee
Date Effective 01 Jan 2016
Subscription Individual (Per Financial Year) Rs. 50,000/-
Subscription Institution (Per Financial Year) Rs. 1,00,000/-
One time entry fee Rs. 1,00,000/-



Bank Details
Bank HDFC Bank
Beneficiary Resurgent Business Pvt. Ltd.
A/C Number 00761000114139
RTGS/NEFT/IFSC HDFC 0000076