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DEFINITIONS

Below are various definitions. These investment terms defined below are for your use as a reference guide.

INVESTMENT TERMS DEFINED

Asset Purchase

Authorized Shares

Bridge Loan

Bridge Loan Funding

Brokerage Firm

Broker-Dealer

Burn Rate

Buyout Funding

Clawback

Convertible Debenture

Convertible Debenture Funding

Convertible Preferred Stock

Corporate Finance

Deal Terms

Development Stage Company

EBITDA

Equity Line

Equity Line Financing

Equity Line Financing Structures

Equity Line Funding

Executive Summary

Financing Structure

FINRA

First Round Funding

Float

Form 211

Fully Diluted

Funding Source

GAAP

Growth for Growth's Sake

Growth Model

Hedge Fund

Hedge Fund Adviser

Hedge Fund Manager

Hedge Fund Regulation

Investment Company

Investment Adviser

Investment Banker

Investment Banking

Issued and Outstanding

LBO

Leaddog Capital LP

Lead Investor

Leveraged Buyout

Management Buyout

Market Cap

Market Capitalization

Market Maker

Material Adverse Effect

Mezzanine Funding

Microcap

Middle Management Buyout

Most Favored Nations Clause

PE ratio

PIPE Fund

PIPE Funding

Placement Agent

Private Banking

Private Investment Public Equity

Private Investor

Private Lender

Private Placement

Private Placement Funding

Private Placement Memorandum

Regulation A

Regulation E

Regulation D

Restricted Shares

Reverse Merger

Reverse Merger Funding

Reverse Subsidiary Merger

Reverse Triangular Merger

Right of First Refusal

Rule 144

Sarbanes Oxley

Primary Offering

Secondary Offering

Special Situations Fund

Super Preferred

Section 13(g)

Schedule 13(g)

Section 13(d)

Secured Lender

Schedule 13(d)

Standby Equity Purchase Agreement

Term Sheet

Venture Capital

Venture Capital Funding

Venture Capitalist

Vulture Capital

11c

15c211

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