Get a civil litigation lawyer with 'standing' in a location of your choice to negotiate your deal, whatever it is. As an entrepreneur/ceo I spent circa 11 years and $3 million in legal fees and costs on 15 consecutive legal actions on comparable/almost exact issues, which regrettably are the norm more than the exception. This stuff is super complicated and I am a lawyer as well. My advice is singular: engage "litigation counsel" to get you cash now (discounted value) - take no shares; get whatever cash you can get; do not secure obligations from to the company with your shares that would bring the U.C.C. into play; and get out of ownership of the selling company ASAP. Because you do not control cash you have no practical power. If for cash they require a require a new employment agreement, then establish mandatory arbitration, no litigation, as the approach for any disputes or claims be resolved by binding arbitration, rather than litigation, before the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.com/) (the largest private alternative dispute resolution (ADR) provider in the world specializing in arbitrating complex, multi-party, business/commercial valuation cases - those in which the choice of neutral is crucial. The agreement should pay you "minority fair value" and accelerated vesting in a 'minority fair value state' for your minority interests, not 'fair market value.' The shares should be valued based on 1959 act methods, again, by two experts in business valuations. The three formal approaches are: 1. Trading Multiples Valuation Approach (Note: without telling you the VC buys the trading multiple numbers from Thompson-Financial and you are in the dark because you have no numbers); 2 Acquisition Multiples Valuation Approach and Discounted Cash Flow Valuation Approach. A annual board-approved forecast (be sure to have votes for each Board Manager in the Minutes) should be used by two valuation experts (yours and theirs). Forget formulas and magic ways used by others to calculate value - you will lose. This entire scenario can be very, very complicated' especially in front of an uneducated jury who listen to the best stories. But just remember you always want cash; "future" deals for shares are almost always to you disadvantage; and never get in a law suit with someone who has allot more time and money. You will probably lose. Many corporate lawyers who would normally document these matters have never been into a court as a litigator. You are walking a fine line with no power unless you have the intellectual property secret sauce in your head. Without knowing the facts, I would probable take 50 cents on the dollar value just to get cash unless the money is so small that you can gamble against the house.
have the transaction go through an escrow and release the funds.