Focus on the single P in preferred

i.e. all classes of preferred vote together

Might be harder at later stage where large investor has minority holding

Include special majority for major decisions

Pro-rata rights should only be available to major investor in round

Share restrictions

• ROFR on sale of shares

Co-sale agreement

Applies only to common and has to be approved by disinterested party

Drag along

• Prevents small shareholder from stalling deals
• protection provisions = Common agrees, Board agrees and Preferred agrees

#Fund-Raising