1. Legal and Growth – Cut To The Chase

2. Business Partnership Dynamics  Mergers & Acquisitions  Joint Ventures

3. Structure the Transaction Carefully and Evaluate Funding Options:  Equity Shares  Preference Shares  Debentures  Combination of Debt and Equity Joint Venture

4. Grant of Rights to the Joint Venture Partner/Investor in a 70:30 Equity Venture:  Nomination on Board of Directors  Affirmative Voting Rights and Reserve Matters  Minimum Quorum Requirements  Anti-Dilution and Pre-emptive Rights  Rationalization of Board Nomination; Quorum and Reserved Matters in case of Dilution by JV Partner

5.  Undertakings and Covenants of the Promoter Group  Reporting Requirements  Achievement of Milestones agreed under Business Plan Complex Issues in a Joint Venture Relationship

6. Exit options available to the Investor:  Public offering  Buy-back of shares  Put options  Strategic sale with ‘drag-along’ rights  Investor mandatory put options Complex Issues in a Joint Venture Relationship

7. Transfer of Shares to Third Parties  Lock-in on Transfer of Shares  Right of First Refusal  Co-Sale  Drag Along Rights  Subsequent Sales Complex Issues in a Joint Venture Relationship

8. Event of Default and Post Termination Rights:  Put Options at Pre-agreed Exit Price  Call Option at Pre-agreed Discounted Price  Liquidation/winding up of the Company Complex Issues in a Joint Venture Relationship

9.  Indemnification Rights  Non-Compete  Non Solicitation Complex Issues in a Joint Venture Relationship

10. Seema Jhingan, Partner LexCounsel, Law Offices C-10, Gulmohar Park, New Delhi – 110049 Tel: +91-11-41662861 Fax: +91-11-41662862 E-mail: info@lexcounsel.in