Driving Business Advantage

FOLEY HOAG LLP Driving Business Advantage Other Key Terms ■ Co-sale ("tag along") rights -Ability to sell along side founders/management (and sometimes also other investors) ■ Right of first refusal (ROFR) - Ability to purchase shares for sale by founders/management (and sometimes also other investors) Drag along rights -Ability to force all stockholders to go along with a sale that meets certain conditions. Focus on appropriate thresholds for founders/common stock. Founder vesting -Will often get renegotiated. Focus on what is vested up front and what happens on change of control. © 2014 Foley Hoag LLP. All Rights Reserved.

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