Term Sheet — Series A
Page 4 of 12Article III — Liquidation
Dividends. The holders of Series A Preferred shall be entitled to receive non-cumulative dividends at the rate of 6% of the Original Purchase Price per annum when, as and if declared by the Board of Directors.
Upon a liquidation event, holders of Series A Preferred shall be entitled to receive the greater of 1x the Original Purchase Price or the amount payable on an as-converted basis.Cited passage
Deemed Liquidation. A merger, reorganization, or sale of all or substantially all of the assets of the Company shall be treated as a liquidation event unless the holders of a majority of the Series A Preferred elect otherwise.
Option Pool. Immediately prior to the Closing, the Company shall reserve shares representing 15% of the post-financing fully diluted capitalization for issuance to employees, directors, and consultants.
Conversion. Each share of Series A Preferred shall be convertible, at the option of the holder, into shares of Common Stock at the then-effective conversion rate, subject to customary broad-based weighted average anti-dilution adjustment.
Confidential · Internal use only