1. Need for Tweaking ‘Growth Capital’ Model in the Indian context? By: Ms. Seema Jhingan (Partner)

2. 2 Its time for the Investor-Entrepreneur dynamics to change Revival of the ‘Growth Capital’ Model

3. 3 … the ‘Minority Stake with Majority Rights’ Attitude. Investor Expectations Need to Change…

4. 4 Nomination on Board – not commensurate with investment Mandatory Quorum Requirement Board Level Participation

5. 5 Reserved Matters / Affirmative Voting Rights Operational Interference Reporting Requirements Voting and Reporting Rights

6. 6 Anti-Dilution, Ratchet and other Pre-emptive Rights Lock-in on Transfer of Promoter Shares ROFO and ROFR Tag Along and Drag Along Pre-emptive and Restrictive Rights

7. 7 Public Offering Buy-Back Put options Strategic Sale - with Drag Along Complicated Exit Options – Do they work?

8. 8 …the mindset of ‘playing’ with Investors’ money. Entrepreneur Expectations Need to Change...

9. 9 …is NOT free Money ! Investors’ Money...

10. 10 …need to be complied with. Assumed Obligations...

11. 11 …to unapproved business plans is… Diversion of Funds...

12. 12 …are for keeps. Exit Options...

13. 13 Cooperation Successful Growth Capital Model Reasonableness Contribution Compliance Space Delivery Harmony Performance

14. C-10, Gulmohar Park New Delhi – 110049 Tel: +91-11-41662861 Fax: +91-11-41662862 E-mail: sjhingan@lexcounsel.in