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Glossary of Terms
‘Accredited Investor’ 
An investor who meets specific SEC income and net worth criteria, allowing them to invest in startups and other high-risk private company securities.

‘Bridge Loan’ 
A loan which is designed to “bridge the gap” between institutional investment rounds.

A security that represents general ownership in a corporation, without any special or unique rights associated with other classes of ownership, if any. Holders of common stock (or, in the case of limited liability companies 
“LLCs”, the term is “units”) exercise control by electing a board of directors and voting on corporate policy. Common stockholders are on the bottom of the priority ladder for ownership structure. In the event of liquidation, common shareholders have rights to a company’s assets only after bondholders, preferred shareholders and all debts have been paid in full.

A class of ownership in a corporation that usually has special or unique rights that are unique to the class. A company may have several different types of preferred stock, each with its unique rights and privileges. Preferred stock often has preferential payout rights in the event of a merger or liquidation, and may even have a dividend or fixed minimum rate of return which must be paid before distributions to common or other classes of stockholders. Other features common to preferred stock, especially when held by professional investors, are rights to Board seats, special voting (or veto) rights, drag along rights, anti-dilution rights in the event of down rounds, and rights of first refusal on any future sales of company equity by either the business or existing shareholders.

‘Convertible Debt’
This is a loan of any type (senior, secured, subordinated, etc.) that has a feature enabling the debtholders to convert the note into a stated form of equity at a predetermined ratio. The conversion may be at the noteholders’ option or it may be a mandatory event based upon some agreed upon trigger (e.g. filing for
an IPO, a sale or merger, etc.).

‘Debt Financing’ 
Happens most often when a company sells a note to an investor, promising to repay the debt with interest.

‘Due Diligence’ 
A thorough, detailed analysis of a company.

‘Equity Financing’ 
When a company raises money by selling its shares for cash. Shareholders then become partial owners of the company, facing both the risk and the reward that may follow. It’s worth noting that debt and equity financing can happen independently or in conjunction with each other.

‘Exit Strategy’ 
The way an investor will see the return on their investment.                                              ...Continued - Page 2                                                                                                                                       

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