-#-

1X
25102(f)
25102(o)
280G
409A
409A Report
4 Years with a One Year Cliff
83b Election

-A-

Accelerated Vesting
Acceleration Clause
Accelerator
Accredited Investor
Acqui-hire
Acquisition
Administrator
Advisory Board
Alternative Minimum Tax (AMT)
Amended and Restated Certificate of Incorporation
Amortization
Analyst
Angel Financing
Angel Group
Angel Investor
Annual Meeting
Anti-Dilution
Arbitrage
Articles of Incorporation
As-Converted Basis
Asset Acquisition
Assignment
Associate
At-Will Employee
Authorized Shares
Automatic Conversion

-B-

Back-Up Certificate
Balance Sheet
Bankruptcy
Basis Point
Basket
Benchmark
Best Efforts Offering
Black-Scholes Option Pricing Model
Blanket Lien
Blended Preferences
Blue Sky Law
Board Consent
Board Observer
Board of Directors
Boilerplate
Bond
Book Value
Bootstrapping
Break-up Fee
Bridge Financing
Broad-based Weighted Average
Broker-Dealer
Burn Rate
Business Plan
Buy-Sell Agreement
Bylaws

-C-

Call Right
Capital Account
Capital Call
Capital Commitment
Capital Gains
Capital Gains Tax
Capital Interest
Capitalization Table
Capital Stock
Carried Interest
Carveout
C-Corporation
Certificate of Incorporation
Certificate of Incumbency
Change of Control
Chapter 7
Chapter 11
Charter
Chief Executive Officer (CEO)
Class F Common Stock
Clawback
Cliff
Closing
Collateral
Common Stock
Conditions Precedent
Conditions Subsequent
Confidential Information
Consideration
Contingent Liability
Control
Control Terms
Conversion Discount
Conversion Price Adjustment
Conversion Rights
Convertible Debt
Convertible Equity
Convertible Note
Convertible Security
Convertible Stock
Corporate Governance
Corporate Resolution
Corporate VC
Co-Sale
Covenants
Cram Down Round
Creditor
Cross-Default
Cross-Fund Investment
Crowdfunding
Cumulative Dividend
Cumulative Voting

-D-

Data Room
Date of Issue
Deal Flow
Debenture
Debt Financing
Debt-to-Equity Ratio
Deck
Default
Delaware General Corporation Law
Demand Registration Rights
Depreciation
Director
Directors’ and Officers’ (D&O) Insurance
Disclosure
Disclosure Documents
Distressed Debt
Distribution
Dividends
Dodd-Frank
Domestic Corporation
Double Trigger Acceleration
Down Round
Drag Along Rights
Drawdown
Drive-By VC
Dry Powder
Due Diligence
Duty of Care
Duty of Loyalty

-E-

Early-Stage Financing

Earnout
EBITDA
Economic Terms
Economies of Scale
Effective Pre-Money
EIN
Elevator Pitch
Employee Stock Option Plan
Employment Agreement
Engagement Letter
Entrepreneur in Residence (EIR)
Equity
Equity Financing
ERISA
Escrow
Evergreen Fund
Exercise
Exercise Price
Exit Event
Exit Strategy

-F-

Face Value
Fair Market Value
Fairness Opinion
Family Office
Federal Funds Rate
Federal Reserve Act
Fiduciary Duties
Financial Accounting Standards Board
Financing Out Clause
Finder
Finder’s Fee
FINRA
First Time Fund
Flat Round
Float
Floatation
Follow-on Financing
Foreign Corrupt Practices Act
Foreign Qualification
Form 8-K
Form 10-K
Form 2553
Form S-1
Form S-2
Form S-3
Form S-4
Founder
Founder’s Stock
Franchise Tax
Free Cash Flow
Freedom To Operate Opinion
Freeze Out
Friends and Family Round
Full Ratchet
Fully-Diluted Basis
Fund
Fund of Funds
Funds Flow Memo

-G-

GAAP
Game Theory
GDPR
General Partner
General Solicitation
Going Private
Golden Parachute
Go-Shop
Grossing Up
Growth Stage

-H-

Haircut
Hedge Fund
High Resolution Financing
Hockey Stick
Holdback
Holdback Escrow
Holding Company
Holding Period
Hostile Takeover
Hurdle Rate

-I-

Illiquid
Incentive Stock Option (ISO)
Incorporation
Incubator
Indemnification
Indemnification Cap
Indemnity
Independent Contractor
Independent Director
Information Rights
Initial Coin Offering (ICO)
Initial Public Offering (IPO)
In-Kind Distribution
Inside Round
Insolvency
Institutional Investor
Integration
Intellectual Property
Interest
Internal Rate of Return (IRR)
Inventions Assignment
Investment Adviser
Investment Banker
Investment Company Act of 1940
Investor Rights Agreement
Issued Shares
Issue Price
Issuer

-J-

J Curve
JOBS Act
Joinder Page
Joint Venture
Junior Debt
Junk Bond

-K-

Key Employee
Key Person Clause
Key Person Insurance
KISS

-L-

Lapsed Option
Last In, First Out (LIFO)
Later Stage Financing
Lead Investor
Legal Opinion
Letter of Intent
Leverage
Leveraged Buyout (LBO)
License
Lifestyle Company
Lifting A Leg
Light Preferred
Liquidation
Liquidation Event
Liquidation Preference
Liquidity Event
Limited Liability Company (LLC)
Limited Liability Partnership (LLP)
Limited Partners
Limited Partnership
Lock-up Period

-M-

Major Investor
Majority Shareholder
Management Buyout
Management Carveout Plan
Management Fee
Management Rights
Mandatory Redemption
Market Terms
Material Adverse Change Clause
Materiality Qualifier
Materiality Scrape
Mentors
Merger
Mergers and Acquisitions (M&A)
Mezzanine Level
Mezzanine Financing
Micro VC
Milestones
Most Favored Nation Clause

-N-

Narrow-Based Weighted Average
National Venture Capital Association
NDA
Newco
No-Action Letter
Non-Accredited Investor
Non-Voting Stock
Non-Compete
Non-Cumulative Dividends
Non-Qualified Stock Option (NSO)
Non-Participating
Non-Solicitation
No-Par Value Stock
No-Shop Clause

-O-

Offering Documents
Officer
Operating Expenses
Optics
Option Pool
Ordinary Income Tax
Outstanding Shares
Overhang
Oversubscription
Oversubscription Privilege

-P-

Paid-In Capital
Partnership
Par Value
Parachute Payment
Pari Passu
Participating Preferred Stock
Participation Rights
Pass Through Entity
Patent
Payment in Kind (PIK)
Pay to Play
Perpetual Warrant
Piggy-Back Rights
Placement Agent
Poison Pill
Portfolio Company
Post-Money Valuation
Preemptive Rights
Preferred Return
Preferred Stock
Pre-Money Shares
Pre-Money Valuation
Prepayment
Price Cap
Price Per Share
Privacy Policy
Private Company
Private Equity
Private Investment in Public Equities
Private Offering
Private Placement
Private Placement Memorandum
Pro Forma
Profits Interest
Promissory Note
Promote
Proprietary Rights
Pro Rata
Prospectus
Protective Provisions
Proxy Voting
Public Benefit Corporation
Public Benefit LLC
Public Company
Public Offering
Pump and Dump
Purchase Agreement
Put Right

-Q-

Qualified Financing
Quasi-Public Corporation
Quiet Period
Quorum

-R-

Ratchet
Recapitalization
Redemption Right
Redline
Registered Agent
Registered Offering
Registrable Securities
Registration
Registration Rights
Regulation A
Regulation A+
Regulation Crowdfunding
Regulation D
Regulation S
Reincorporation Merger
Representations and Warranties
Repurchase Option
Reserved Shares
Residuals Clause
Restricted Stock
Restricted Stock Purchase Agreement
Restriction on Sales
Return on Investment
Reverse Break Up Fee
Reverse Dilution
Reverse Engineer
Reverse Stock Split
Reverse Vesting
Revlon Duties
Right of First Offer
Right of First Refusal
Right of First Refusal and Co-Sale Agreement
Right of Rescission
Rights Offering
Risk Tolerance
Road Show
Rolling Close
Rollup
Round
Royalties
Rule 144
Rule 145
Rule 501
Rule 502
Rule 503
Rule 504
Rule 505
Rule 506
Rule 701
Runway

-S-

SAFE
SAFT
Safe Harbor
Sarbanes-Oxley Act of 2002
Scalability
Scale Up
S-Corporation
Search Fund
Secondary Buy-Out
Secondary Market
Secondary Sale
Secured Debt
Securities Act of 1933
Securities and Exchange Commission (SEC)
Securities Exchange Act of 1934
Security
Security Interest
Seed Capital
Seed Preferred
Seed Stage
Senior Debt
Senior Securities
Series A Preferred Stock
Series A Round
Series AA Round
Series B Round
Series FF Stock
Series Seed Financing
Shareholders’ Agreement
Shell Corporation
Side Letters
Single Trigger Acceleration
Sliding Fee Scale
Small Business Administration
Small Business Innovation Research Program
Small Business Investment Company
Sole Proprietor
Special Purpose Acquisition Company
Special Purpose Vehicle
Spinoff
Stacked Preference
Staggered Board
Stalking Horse
Startup
Stockholders
Stockholders’ Consent
Stock Options
Stock Plan
Stock Purchase Agreement
Stock Split
Strategic Investment
Strike Price
Subordinated Debt
Subscription Agreement
Subsidiary
Super Angel
Supermajority Voting
Super Pro Rata Rights
Sweat Equity
Syndication

-T-

Tag Along Rights
Takedown
Takeover
Taxable Event
Tax-Free Reorganization
Technology Transfer Agreement
Ten Bagger
Tender Offer
Term Sheet
Terms of Service
Time Value of Money
Tokens
Trade Secret
Tranche

-U-

UCC
UCC Financing Statement
Underwater
Underwriter
Unrelated Business Taxable Income
Unsecured Debt
Utility Token

-V-

Valuation
VC Fund
Venture-Backed Startup
Venture Capital
Venture Capital Financing
Venture Capitalist (VC)
Venture Capital Limited Partnership
Venture Debt
Vested
Vesting
Vesting Schedule
Vintage Year
Voluntary Redemption
Voting Agreement
Voting Rights

-W-

Warrant
Washout Round
Weighted Average Anti-Dilution
White Knight
White Label
Working Capital Adjustment
Workout Agreement

-Z-

Zone of Insolvency