1. What Do Investors Look For? Legal Issues Ghaleb Al Faraj, Sanad Law Group in association with Eversheds KSLG October 19, 2011

2. What are they investing in? What do you need to protect? You Your management team Your intellectual output

3. Legal Priorities for a Start Up -Don’t scare them away -Legal Form –Licensing requirements –Protect your assets People IP –Business Terms

4. Legal Form What legal form should a company take: –Partnership vs. Limited Liability Jordan or Outside of Jordan –You need a presence in Jordan in order to “do business” in Jordan, however some investors prefer to invest in companies outside Jordan because: Flexibility in corporate structures Ease of entry and exit Tax considerations

5. Licensing Requirements In addition to registering a company you need to make sure that you have all necessary licenses to operate: –Regulated industries (TRC, AVC, PPD) –Municipal licenses

6. Protect your interests The Company –Keep it clean- no “side” agreements. –Make sure all ownership rights are properly documented and the investor “gets what they see” The People –The ultimate value at the early stage is in the people. –Make sure all employment relationships are properly regulated

7. Protect your interests (cont’d) The Assets –Make sure what is owned by the company is registered in the name of the company (don’t mix up personal and company assets including bank accounts, movable and immovable assets). –IP: make sure you understand your IP portfolio and have the proper legal structure to protect it (registrations, licensing agreements, vendor agreements and business terms)

8. Protect your interests (cont’d) The Business –Put in place the proper business terms to govern your relationship with Employees Consultants Suppliers –Document everything

9. We are not only looking for legal fees! -- Final Tip: Choose wisely: make sure you select a law firm that understands your business and your strategy -- Failure to address legal issues early can: -- Turn investors off -- Jeopardize your value proposition -- Significantly increase investment costs for investors if they have to “clean up” later

10. © EVERSHEDS LLP 2011. Eversheds LLP is a limited liability partnership.