- Last round, the investors bought in at, say, $10/share. They got preferred stock, which gives them access to more of the company's assets in the case of failure and certain other rights (like maybe they have a say as to whether a certain acquisition can go through), but otherwise represent the same portion of equity as shares held by any other stockholder.
- If you're getting incentive stock options, you'll be getting common stock. This is worth much less than preferred stock, say $1 instead of $10, because in the worst-case it is worth nothing whereas the preferred stock might be worth a gently used Aeron or two.
- If the company is doing well and on track to an acquisition, the acquirer will buy all the stock. They'll pay at least $10/share, since that's what it'll take to prevent the last round of investors from losing money.
In the acquisition, does the acquirer pay the same price for a share of stock, whether preferred or common? If yes, then I think this all makes sense; if no, I've clearly missed something important.