The Series A Preferred shall also be convertible into any future series of Preferred Stock (the «Future Preferred») under either of the following circumstances: (a) if such conversion is approved by the Board or (b) if such conversion is in connection with a future Preferred Stock equity financing in which the Company's fully diluted pre-money
valuation is greater than the Company's fully diluted post-money
valuation immediately following the Series A Financing contemplated by this
term sheet (a «Future Financing»), in either case, on a one - for - one basis (subject to anti-dilution
adjustment) at the option of the holder; provided however, if such conversion is in connection with a Future Financing, that the holder may convert into shares of Future Preferred only in the event that all of such shares of Future Preferred received by the holder upon conversion are sold to an Approved Investor (as defined below) no later than 90 days following the first closing of the Future Financing at a price per share no lower than the price per share at which the Company sells shares of such Future Preferred in the Future Financing and, provided further, that such Approved Investor is not an affiliate, family member, or related party of the holder.
And in all but the most favorable
valuation environments, retirees should consider more defensive bond allocations — i.e., bills as opposed to longer -
term bonds — as even with
valuation - based
adjustments, stock / bond portfolios underperformed stock / bills portfolios from unfavorable and moderate starting
valuations.