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QUESTIONS 11-20 :NAME THAT RIGHT or PROVISION (Assume Preferred Stockholders = VCs) A Participation Rights (e.g., fully participating preferred stock) G NVCA's Typical weighted average

QUESTIONS 11-20:NAME THAT "RIGHT" or "PROVISION"

(Assume Preferred Stockholders = VCs)

A Participation Rights (e.g., "fully participating" preferred stock) G NVCA's Typical weighted average anti-dilution provisions
B Information Rights H Conversion Right
C Redemption Right (assume "put right") I Liquidation Preference
D Pay-to-Play Provisions J Co-Sale Right
E Drag-Along Right K Registration Rights
F Right to Participate Pro Rata in Future Rounds X Repurchase Option (or vesting provisions)

QUESTION RIGHT DESCRIPTION

Example

X

Makes a founder's Common Stock "sticky"

11

Also called a "take-me-along" or "tag-along" right (it allows Preferred Stockholders to "join in" on certain sales of stock by a founder to a third party)

12

Requires stockholders to vote in favor of certain sales of the company that are approved by the board of directors and a certain percentage of the Preferred Stockholders

13

CP2 = CP1 * (A+B) / (A+C)

14

Provides that upon a liquidation (which may include the sale of the company) the Preferred Stockholders must be paid a certain amount of the proceeds before the Common Stockholders can receive any proceeds

15

Entitles Preferred Stockholders to receive a pro rata share of what remains as though their Preferred Stock had converted to common stock (after any liquidation preference is paid by the liquidating company)

16

Requires a company's existing investors to also invest in a later financing or lose certain rights (e.g., investor X's Preferred Stock will automatically convert to Common Stock if X does not invest in a subsequent financing)

17

Requires the company to repurchase its own stock at some point in the future from Preferred Stockholders choosing to exercise this right

18

Entitles Preferred Stockholders to exchange their Preferred Stock for shares of Common Stock

19

Allows Preferred Stockholders (often just "Major Investors") the right to purchase their share of future issuances of stock by the company

20

Defines rights Preferred Stockholders have to force the company to register their shares with the Securities and Exchange Commission so that it can be sold in public markets

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