Optional Conversion

Preferred stockholders can convert their shares into Common Stock at any time. But in doing so, they lose the preferential rights and privileges that accompany Preferred Stock. Investors may wish to convert prior to liquidation in order to maximize their return and receive a payout beyond their initial investment (see Liquidation Preference).

Term Sheet Language: The Series A Preferred initially converts 1:1 to Common Stock at any time at option of holder, subject to adjustments for stock dividends, splits, combinations and similar events and as described below under “Anti-dilution Provisions.”