FY12 Program Details – July 2011

1. Business Acceleration Program (BAP) - Embedded Executive Funding FY12 Program Details – July 2011 MaRS is a member of

2. Memory at Work BAP – Embedded Executive Funding • This program provides clients with up to $50,000 to enable them to hire C-level or other senior executives to work within the company to accomplish specific short-term goals or milestones. • A total budget of $500,000 has been initially made available in this round. • Client applications will be evaluated collectively by and independent panel of reviewers – the funding budget will not be allocated based on industry/discipline. • Another call for candidates will be made this year as follows: • October 2011 - $500,000 MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

3. Memory at Work Project Eligibility • The maximum provided to any one company will not be allowed to exceed $50,000 CAD (before HST). • The maximum rate of pay contributed by BAP funds for an Embedded Executive cannot exceed $1000 per day. • Costs in excess of this amount would be borne by the Client. • Funding shall cover the costs of Embedded Executive salary only. All incidentals and other expenses will be paid for by the Client. • Candidate will begin within one month of approval. • The contract duration for this program shall not exceed 6 months. • Compensation cannot be provided for work completed outside of the term of the program contract. MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

4. Memory at Work Project Eligibility (cont’d) • Costs should not exceed fair market value for services • Incidentals and other expenses will be paid for by the Client • Ineligible Expenses (in accordance with Ontario guidelines) • Costs related to proposal development (including related staff costs). • Capital Costs (e.g. land, building, vehicles). • Entertainment expenses, gifts and alcoholic beverages. • Expenses associated with lobbying or government relations activities. • Costs associated with travel, activities or operations performed outside of Ontario • Passport and immigration fees. • Reimbursement for airfare purchased with personal frequent flyer points programs. • Legal, accounting and consulting fees in connection with financial reorganization, security issues, capital stock issues, obtaining of licenses and prosecution of claims against Ontario. • Federal and provincial income taxes, excess profit taxes or surtaxes and any special expenses incurred in relation to taxes. • Fines and penalties. • Donations in the form of goodwill and other intangibles (such as intellectual property, including licenses and patents). • Opportunity costs. • Standard discounts. • Interest charges. • Allowance for interest on invested capital, bonds, debentures, bank or other loans together with related bond discounts and finance charges. • Losses on investments, bad debts and related collection expenses. • Losses on other projects or contracts. • Amortization of unrealized appreciation of assets. • Depreciation of assets. • Expenses and depreciation of excess facilities. • Any costs, including taxes, for which the organization has received, will receive or is eligible to receive a rebate, credit or refund. MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

5. Memory at Work Client Eligibility • Clients are technology-based companies • ICT and Cleantech companies with no more than $2M in private investment, $1M annual revenue, or Life Sciences companies with no more than $4M in private investment, $2M annual revenue. • Clients will have registered with the RIC and must have met with a senior advisor who will be referring the application. MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

6. Memory at Work Application and Selection Process * Applications will not be accepted from clients directly ** Tentative depending on number of applicants and review process MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

7. Memory at Work Selection Criteria • Company’s potential impact on the economy – company is poised for job growth, sales, investment (x2 weight) • Company’s ability to exploit project results following the program term • Candidate’s potential impact on company • Candidate’s role and deliverables are adequately scoped, priced, described and align to company’s objectives • Candidate’s ability to execute and complete project MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

8. Memory at Work Process Upon Approval • Program Contract • BAP notifies client of approval and sends program contract by email with cc to IION. • The contract is a 2-way contract with the Client and BAP to cover off on program expenses. • Client may arrange its own agreement with the Embedded Executive to cover off on issues such as non-competition, confidentiality, incidental expenses, ownership of IP, etc. if they feel as though the clauses in the contract template provided are not robust enough. A template for this additional agreement is the responsibility of the Client and will be provided to BAP on completion. • Approved application and supporting documentation serve as the Statement of Work. • Client proceeds with project once BAP contract is signed. MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011

9. Memory at Work Process Upon Approval – Cont’d • Compensation and Reporting • Upon signing the BAP Program Contract, the Client will invoice BAP and receive half of the granted funding up front. • After 3 months or the half-way point of the contracted term, the Client will submit a progress report on behalf of the Embedded Executive with approval to continue the project for the rest of the term. • The Client will invoice BAP for the remainder of funds granted. Payment will not be made without an accompanying report and the Client’s signature of approval. • The Embedded Executive will also provide a final report at the end of his or her term with the company. • Compensation cannot be provided for work completed outside of the term of the program contract MaRS is a member of BAP Embedded Executive Funding FY12 Program Details – July 2011