Your client received a term sheet for a Series A investment from a VC Fund.Below are two provisions from the term sheet:

Liquidation Preference:

In the event of any liquidation, dissolution or winding up of the Company, the proceeds shall be paid as follows: First pay the Series A Preferred the Original Purchase Price plus accrued dividends. Thereafter, the Series A Preferred participates with the Common Stock on an as-converted basis. a.Is this provision reflecting Participating Preferred or Non-Participating Preferred? b.How would you change the provision in favor of the founder / company?

Anti-dilution Provisions:

In the event that the Company issues additional securities at a purchase price per share which is lower than the current Series A Preferred price per share ("Down Round") the Company will issue additional shares to holders of Series A Preferred such that the price per share of each Series A Preferred will equal the price per share in the Down Round. a.Is this provision a Full Ratchet Provision or Weighted Average Provision? b.How would you change the provision in favor of the founder / company?