PROFILE CONTENTS Introduction to Acuity Law Services MA

PROFILE

CONTENTS Introduction to Acuity Law Services M&A, Private Equity & Early Stage Funding Insolvency Corporate Advisory Employment Disputes Capital Market & Securities Laws Indicative Experience Leadership Profile Privileged & Confidential 2

INTRODUCTION Acuity Law was established in November 2011. Acuity Law provides legal services to multinational and domestic clients in India. Acuity Law continuously strives to partner with its clients to provide legal advice taking into account strategic and business needs of its clients. Acuity Law has a team of professionals who readily contribute their time, efforts and commitments to assist clients to overcome challenges and invest in opportunities. Acuity Law has been founded by Souvik Ganguly. Currently, the leadership team includes Souvik Ganguly and Gautam Narayan. Both, Souvik and Gautam are seasoned and experienced lawyers recognized in their chosen areas of practice Acuity Law advises Indian clients on outbound transactions, cross border commercial contracts and dispute strategy together with law firms based in the relevant jurisdictions Privileged & Confidential 3

SERVICES: M&A PRIVATE EQUITY AND EARLY STAGE FUNDING Legal Structuring Term Sheet Due Diligence Transaction Agreements Regulatory approvals Closure Assistance Privileged & Confidential 4

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY LEGAL STRUCTURING TERM SHEET Discussions with clients on purpose of the transaction Discussions with the clients on commercials relating to the proposed transaction and the critical strategic/financial objectives Advising clients on Indian law and regulations to achieve the purpose; Drafting of term sheet based on inputs from clients and depending on the envisaged structure of the proposed transaction Determination whether the proposed transaction would require any regulatory approvals (whether at a central or state government level); Internal finalisation of the term sheet for circulation to the target/its shareholders For investments by funds / investors (a) use instruments through which may enable purpose of investment; (b) provide exit; and (c) protect rights of funds / investors Assistance in negotiation and finalisation of the term sheet in conjunction with the clients, financial and tax advisors Privileged & Confidential 5

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY TRANSACTION AGREEMENTS LDD Findings Risk mitigation post LDD findings in transaction structure and terms Principal Agreement Drafting securities purchase, securities subscription, shareholders agreements, joint venture agreement, business transfer or asset sale agreements and other agreements as may be required to implement the proposed transaction Ancillary Agreements Drafting agreements such as employment agreements, escrow agreements, indemnity agreements, holdback agreements, option agreements, non-compete agreements, release deeds, deed of adherence, IP licensing/assignment agreements, and other agreements as may be required to implement the proposed transaction Negotiations Comprehensive negotiation of the definitive agreements with counter-parties and their legal counsels Finalisation Amending and finalising various transaction agreements Privileged & Confidential 6

SERVICES: M&A, PRIVATE EQUITY AND EARLY STAGE FUNDING REGULATORY APPROVALS Insurance Regulatory & Development Authority Securities & Exchange Board of India Department of Telecommunications Ministry of Corporate Affairs Ministry of Environment and Forests Reserve Bank of India Advise and assist clients on all regulatory matters. Draft applications and liaise to obtain various approvals and registrations Trademark Registry Ministry of Steel and Mines Department of Commerce National Highways Authority of India Competition Commission of India Ministry of Home Affairs State Pollution Control Board (as applicable) Privileged & Confidential 7

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY CLOSURE ASSISTANCE Corporate Authorizations Corporate authorizations of parties relating to execution of definitive agreements, specific actions to be undertaken at closing/completion, post acquisition/investment filings and authorisation of appropriate personnel for such actions Constitution Documents Amendments to the constitution documents of the target in order to reflect relevant provisions of the definitive agreements and/or ancillary agreements and finalisation in consultation with the target and its legal counsels Conditions Precedent Compliance/fulfilment with agreed conditions precedent Closing Day Support Closing of the transaction as contemplated in the transaction agreement Conditions Subsequent Assistance (to the extent necessary) with ensuring compliance with conditions subsequent within agreed time frames. Privileged & Confidential 8

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY LEGAL DUE DILIGENCE (LDD): CHECKLIST Providing a checklist to the target in order to obtain information and documents The checklist will be specific to the transaction requirement and cover sector specific queries Attending a meeting with the management of the target REVIEW Reviewing information and documents provided by the target in response to the checklist Requesting for additional information and documents Seek clarifications on identified issues ISSUE LIST Preparing list of issues and classifying the issues as High/Medium/Low risk categories RISK MITIGATION Advising on change in transaction structure if risks are significant Advising on suitable conditions precedent/ subsequent, R&Ws and indemnities Liaisingwith other advisors and client to find the most efficient solution from a commercial and tax perspective Privileged & Confidential 9

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY THE LDD REVIEW INCLUDES: CORPORATE Statutory books, records and compliance Directors and management Information relating to branches/ subsidiaries Securities and shareholder information Related party transaction Financing All material contracts entered into by and on behalf of the target company to conduct its business CONTRACTS Approvals required from third parties to implement the transaction Ips owned and/or used by the company INTELLECTUAL PROPERTY Any confidential information or know how used and shared with third parties Use of third party IP INSURANCE Applications made for IP registration Infringements and /or claims List and copies of all policies Summary of past claims and outstanding claims Privileged & Confidential 10

SERVICES: M&A AND EARLY STAGE FUNDING & PRIVATE EQUITY ASSETS Ascertaining movable and immovable assets owned or used by the company Ascertaining nature of encumbrances, if any List of competitors of the target company MARKET INFORMATION HUMAN RESOURCE PERMITS / LICENSES LITIGATION Relationship or communications with competitors Details of organisational structure Compliance with applicable labour laws Standard form employment contracts or offer letters and CXO level employment contracts Stock options List and copies of all licenses, approvals and permissions Correspondence with governmental authority Pending or threatened litigation or disputes or claims Orders passed for and against the target company Privileged & Confidential 11

SERVICES: CORPORATE ADVISORY Corporate Governance Advising various stakeholders on governance norms Opining on various legal issues relating to governance Devising strategies for better risk management Assisting in developing master checklists under companies law, securities law, and labour laws Legal Audit Conducting legal audits Drafting, negotiating and finalising agreements to supply, distribute or procure goods and/ or rendering of services Trade Contracts Acting on behalf of suppliers, procurement agencies, service recipients and service providers Advising on various applicable laws such as competition laws, laws applicable for sale of goods, packaging laws, data privacy laws, foreign exchange laws, etc. Advisory Opining on various legal matters relating to securities law, companies law, foreign investment and exchange laws, trade laws, labour laws, insolvency laws, etc. Dispute Strategy Advising shareholders, directors, senior management, creditors, bond holders, and other stakeholders on various corporate dispute issues including on mismanagement and oppression, repayment of deposits, etc. Privileged & Confidential 12

SERVICES: INSOLVENCY Advising financial creditors, corporate debtors, operational creditors, insolvency professionals and resolution applicants on the Insolvency & Bankruptcy Code, 2016 (IBC) and the rules and regulations issued thereunder ADVISORY Devising strategy under the IBC, Companies Act, 2013, guidelines issued by the Reserve Bank of India and other applicable laws to restructure the business NEGOTIATION SUPPORT Providing negotiation support to operational creditor / corporate debtor to settle or claim unpaid dues REPRESENTATION Representing financial creditors, corporate debtors, operational creditors, resolution applicants and insolvency professionals in National Company Law Tribunal (NCLT) Preparing applications to be filed with the NCLT / NCLAT / Supreme Court DOCUMENTATION Drafting, finalizing and negotiating various documents to record settlement of debt or drafting the resolution plan, request for proposal and other documents to implement the rescue process outlined in the law Privileged & Confidential 13

SERVICES: EMPLOYMENT Advising employers on applicability of various labour laws including restrictive covenants imposed on employees, employee disputes, retrenchment laws, leaves and holidays, working hours, etc. ADVISORY Advising employers and senior management resources on key contractual provisions in employment agreements Advising employers on hiring strategy and incentive plans including ESOPs for employees Advising employers on terminating employment contracts Advising technology sector employers on protection of key data accessible to employees DOCUMENTATION Drafting, negotiating and finalizing offer letters, employment agreements, employee stock option plans, termination letters, consultancy agreements, confidentiality and non-disclosure agreements, non-compete and non solicit agreements, service bonds, deputation agreements, seconding agreements Drafting and finalizing human resource policies and data protection policies of employers Assisting in developing master checklist under labour laws LEGAL AUDIT Conducting legal audits Privileged & Confidential 14

SERVICES: DISPUTE Advising on pre dispute strategy arising out of contractual disputes, statutory provisions, and Government orders Formulating litigation strategy based on the nature of dispute and choice of dispute forum keeping in view conflict of laws ADVISO Formulating litigation strategy based on the nature of dispute and choice of dispute forum keeping in view conflict of laws RY Drafting various types of submissions, pleadings, notices, rejoinders, affidavits, praecipes, in various dispute resolution forums DOCUM N ENTATIO SE REPRE N NTATIO Representing clients in various forums including Supreme Court of India, various High Courts in India, various tribunals and quasi-judicial bodies such as the Telecom Disputes Settlement and Appellate Tribunal, the National Consumer Disputes Redressal Commission, the National Green Tribunal, the Employees Provident Fund Appellate Tribunal, Appellate Tribunal for Foreign Exchange, Competition Appellate Tribunal, the Competition Commission of India, the Enforcement Directorate, Company Law Board, Debt Recovery Tribunal, Debt Recovery Appellate Tribunal, Telecom Regulatory Authority of India Assisting in choosing counsel / senior counsel and briefing counsel / senior counsel Privileged & Confidential 15

SERVICES: CAPITAL MARKET & SECURITIES LAWS SECURITIES OFFERINGS/FUNDRAISING Advising to issuers and merchant banks in domestic and international public offerings (including initial and follow-on public offerings, American/ Global Depository Receipts etc. ), private placements (including qualified institutional placements) and rights issue. Our services cover complete legal advisory role including the following: Pre-issue advisory; intermediaries and international legal counsels; Conducting legal due diligence on issuer companies; Representing and liaising for approvals with regulators including SEBI. Drafting, review and settling of offer documents, with various market. MERGERS, ACQUISITIONS AND TAKEOVERS Assisting merchant bankers, acquirers and listed target companies on takeover regulations, buy-back, delisting, PIPE transactions and preferential allotments by listed companies to strategic/financial investors including: Conducting legal due diligence on target companies; Preparing public tender offer documentation; . Advising on bulk and block trades; and Representing and liaising for Compliance with insider trading, takeover and delisting regulations. We also assist clients in PIPE transactions and preferential allotments by listed companies to strategic as well as financial investors. Privileged & Confidential 16

SERVICES: CAPITAL MARKET & SECURITIES LAWS REGULATORY ADVISORY Advising listed companies and securities market intermediaries, including merchant bankers, mutual funds, venture capital funds, alternate investment funds, asset management companies, portfolio managers, investment advisors on registrations with the Securities and Exchange Board of India (SEBI) and on statutory and regulatory compliances including issues concerning: Insider trading; Takeover norms; ; pre-listing eligibility compliance/regularization; Compliances (periodical & event based) under various securities laws. SECURITIES LAW DISPUTES Advisory and representation before SEBI and the Securities Appellate Tribunal in defending regulatory and disciplinary action by SEBI, and in appeals before the Supreme Court of India. Privileged & Confidential 17

INDICATIVE EXPERIENCE: INDUSTRIES A-G Advertising Automobile Agriculture Aviation Banking & Finance Cosmetics Consultancy & Advisory Dairy Foods & Beverages Defence Education Energy including renewables Engineering H-M Healthcare Hospitality Information Technology Infrastructure including Roads & Ropeways Insurance ITe. S Logistics Market Infrastructure Institutions Media & Entertainment Metals Micro-Finance Mining N-T Non-banking Financial Company Pharmaceutical Plantation Real Estate Renewable Energy Retail (FMCG) Security Services Telecommunications Travel & Tourism Textiles Privileged & Confidential 18

LOCATION OF CLIENTS WITH WHOM OUR LAWYERS HAVE WORKED WITH EITHER AS A PART OF ACUITY LAW OR WITH OTHER LAW FIRMS. SINGAPOR E Privileged & Confidential 19

LEADERSHIP PROFILE: SOUVIK GANGULY With a practice of more than 17 years in the field of mergers and acquisitions (which includes domestic and cross-border transactions), Souvik has dealt in intricate sectors like aviation, steel, energy, pharmaceuticals, roads, information technology, hospitality, advertising, insurance and media. He has worked at AZB & Partners, a leading law firm in India prior to starting Acuity Law. He has also worked in the Middle East with Trowers & Hamlins, a reputed international law firm. Souvik specialises in: Domestic and cross border M&A Distress M&A which includes the newly enacted Insolvency and Bankruptcy Code, 2016 Private equity and venture funding Commercial and trading arrangements Employment and labour laws Corporate governance Insolvency laws Securities law Souvik was called to the Bar in the year 2001 and qualified as a solicitor of England Wales in the year 2005. Souvik also has a masters’ degree in law from University College, London Souvik Ganguly Founder & Head of Acuity Law C-702, Marathon Nextgen Innova Off Ganpatrao Kadam Marg Lower Parel Mumbai 400 013, India Privileged & Confidential 20

LEADERSHIP PROFILE: GAUTAM NARAYAN Gautam has more than 17 years of experience in advising and representing clients in various disputes related matters including matters pertaining to constitutional law, civil and criminal law at the Supreme Court of India, various High Courts in India including at the High Court of Delhi, High Court of Karnataka and High Court of Uttaranchal, various tribunals and quasi-judicial bodies such as the Telecom Disputes Settlement and Appellate Tribunal, the National Consumer Disputes Redressal Commission, the National Green Tribunal, the Employees Provident Fund Appellate Tribunal, Appellate Tribunal for Foreign Exchange, Competition Appellate Tribunal, the Competition Commission of India, the Enforcement Directorate, Company Law Board (now known as the National Company Law Tribunal), Debt Recovery Tribunal, Debt Recovery Appellate Tribunal, Telecom Regulatory Authority of India and. Gautam also has extensive experience in arbitration matters and has represented clients in various contractual disputes under the (Indian) Arbitration and Conciliation Act, 1996. He has worked on various government cases including being appointed as “Special Counsel” for the Central Bureau of Investigation in several sensitive prosecutions, involving senior public servants. Currently, Gautam also represents the government of the National Capital Territory of Delhi in the High Court of Delhi. Gautam is actively involved in pro bono matters and has conducted cases for the Legal Aid Cell of the Supreme Court of India. Gautam was called to the Bar in the year 2001 and qualified as an Advocate-on-Record in the year 2010 which enables him to act and appear for clients in the Supreme Court of India. Gautam Narayan Head - Disputes Practice, Acuity Law D-17, Lower Ground Floor, Lajpat Nagar, Part-3 New Delhi-110 024, India Privileged & Confidential 21

SERVICES: CLIENT

Our HQ co-ordinates: C – 702, Marathon Nextgen Innova Off Ganpath Rao Kadam Marg Lower Parel, Mumbai – 400 013 www. acuitylaw. co. in +91 22 6232 7000 AL@acuitylaw. co. in