IANAL and you should spend the $300 or so to get them reviewed. That said (having used standard forms before) there are usually two terms with respect to share

IANAL and you should spend the $300 or so to get them reviewed. That said (having used standard forms before) there are usually two terms with respect to shares: the repurchase right for unvested shares and a right of first refusal. The repurchase right gives your employer the right to repurchase your unvested or unexercised shares after a timeframe (often 90 days) after you leave the company. There was a lot of excitement when companies like Pinterest extended that 90 days to several years, as it's very employee friendly. The amount they pay is usually the value you "purchased" them for, often the grant price (e.g., pennies per share). The right of first refusal, which I believe you're talking about (given your market value statement) says that for the shares you own (exercised and vested) but have found another buyer for the company has the right to buy them first. The wording is usually very confusing about whether or not they have to match the external offer, but the basic provision makes sense: let the company buy back its equity rather than let some random new investor appear, but pay the (usually former) employee the same amount. Note that as above, there's some time period involved, so you don't get to just say "I found a buyer at $100/share, pay up by tomorrow or else". Note that while I think you've misunderstood, it's totally possible that you've read your (highly unusual then!) equity contract correctly. Again, take them to a lawyer if you want to be sure rather than listening to some random person on the internet :).