Board of Directors:
Investors will have the option to nominate upto 2 Investor directorson the board of the company. The second director will be nominatedonly after Second Closing.
WCI will have standard approval rights over the following major corporate decisions:
Altering Rights of any class of investors if such alterationwould lead to grant of superior rights and any issuance of fresh equity
M&A, IPO and sale/merger of the Company
Any decision to hire/fire the top management employeesChanging the size of the employee option pool and employeeoption grants
Annual Budget and any related party transaction
Getting into new business and Creating / Winding up anysubsidiary of the Company
Changing the number/structure of the board
Transfer of stock by Founders
Declaring Dividends and redeeming / buying back shares
Raising any debt of more than $1 million
Any future rounds of fund raise
Rights of other investors:
Investors shall get rights similar to that of existing investors in thecompany, if existing investors have any better rights than WCI
In the event of the liquidation of the Company, the holders of theSeries A Convertible Preferred Stock will have liquidation rightssenior to all other outstanding securities of the Company. TheInvestors will be entitled to receive, in preference to holders of Ordinary Shares, an amount in US$ equal to 100% of the purchaseprice paid per share in US$ plus any accrued or declared but unpaiddividends.
Investors shall have
rights to maintain their percentageownership with respect to any offering of equity by the Company.
First Right of Refusal:
Investors will have first right of refusal on any sale or transfer of stockheld by promoters and on any new issue of shares and this right canbe exercised within 15 days of notice.
The Investors will have broad based weighted average anti-dilutionprotection against all subsequent investments in the company.