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Which term sheet to choose? VC A or VC B? Please explain carefully for your choice and not repeat what is provided in the table.

Which term sheet to choose? VC A or VC B? Please explain carefully for your choice and not repeat what is provided in the table. Thank you!

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vc A VC B Expected Value of 6.5M 5.5M Founder proceeds Pre-money valuation 6M 7M Employee option Pool 24% 14% Liquidation preference' Convertible preferred with a 1X preference (No participation Participating preferred with a 1X preference and a 2.5X cap Dividends: The Series A Preferred will be entitled to receive an annual Paid on the Series A Preferred on an asconverted basis when, as, and if ' cumulative dividend in preference to the common stock, at paid on Common Stock. the rate of 8% per annum payable upon liquidation or redemption or in the event the company's board of directors declares a common dividend. Anti-dilution: Broad-based weighted average 'Fullratchet Mandatory Series A will automatically convert into common stock in the Series A will automatically convert into common stock in the event of (i) the conversion: event of (i) the closing of an undenlvritten public offering net closing of an underwritten public offering with a price of 6X the original Board composition: proceeds of not less than $50,000,000 and a preoffering valuation of not less than $350,000,000, or (ii) upon the written consent of the majority of the Series A Preferred. The board shall consist of 3 members: Two designated by the founder, and one from VC A Partners. purchase price and net proceeds of not less than $40,000,000, or (ii) upon the written consent of two-thirds of the Series A Preferred. The board shall consist of 3 members: One founder, one from VC B, and one from the other VC Founder reverse None Stock owned by founders will be 25% vested and the remaining 75% will vesting vest over the next 36 months No Yes , Pay to play

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