Anti-dilution: A contract clause that protects an investor from a substantial reduction in percentage ownership in a company due to the issuance by the company of additional shares to third-parties.

Paymaster: An individual elected by intermediaries who will accept all commission payments on a private placement transaction, and then distribute them in accordance to the agreement between the parties. This can be an attorney, one of the brokers, or an

NCND (Non-Circumvention, Non-Disclosure Agreement): An agreement between two parties defining the boundaries and limitations of their relationship. Typically, this agreement is used by private placement brokers to “protect” from future circumvention.

MIA (Missing in Action): A term that describes what happens to most private placement brokers when they fail to live up to their promises. One day, they are blowing up your phones, the next day they are nowhere to be found.