Slides and notes from the MaRS Startup Investor Workshop. The event took place on September 26th, 2016 and featured Mark Skapinker from Brightspark, David Shore from OurCrowd and Salim Teja from MaRS.

3. LEGAL DISCLAIMER
The information contained in this presentation is provided solely for informational purposes and does not
constitute an offer or solicitation of investment in any Brightspark or OurCrowd limited partnership related
to any companies. Anything contained in this presentation should not be construed as creating a
presumption by you, Brightspark or OurCrowd that you are an accredited investor. We make no
representation or warranty, express or implied, with respect to any data provided to you regarding any
information provided by the companies on its web site or in this presentation, and will not be liable in any
way to you or to any other person for any inaccuracy, error or omission of any company data.
Please be aware that investments in early stage companies contains a high level of risk and you should
consider this prior to making any investment decisions.
Learn more:
www.brightspark.com/risk
www.ourcrowd.com/disclaimer

4. STARTUP INVESTING IN CANADA
NACO report (2015)
1,700 active individual investors
283 investments
$133.6 million
Since 2010
Nearly 200 exits
Totaling $20 billion
Approximately 500,000
accredited investors
Investment models are evolving

5. ABOUT RISK
It’s no secret – Investing in startups is risky.
High risk = high reward, but be prepared for the possibility of losing your entire
investment.
A few ways to mitigate risk:
• Diversify your investments across a portfolio
• Invest alongside experienced people
• Invest in an industry that you know
• Invest with trusted vehicles
• Do proper due diligence

6. ACCREDITED INVESTORS IN
CANADA
To qualify as an accredited
investor in Canada,
individuals or entities must
meet at least one of the
following requirements.
Not sure if you qualify? Check
with the Ontario Securities
Commission:
www.osc.gov.on.ca

7. WHAT IS A STARTUP?
A startup maintains a fluid culture and mindset and it has not achieved most of the following:
acquisition by a larger company, revenues exceeding $20 million, more than one office, more than 80
employees, and founders who have personally sold shares.
www.startupcommons.org

8. SERIES A, B, C FUNDING
Seed capital
- When? At the very beginning
- Who? Risk-loving type of investor
- Why? Market research and development work, first few employees, build product and
launch at target audience
Series A
- When? After the business has shown track record
- Who? Traditional VC firms and investors
- Why? Optimize the product and user base. Scale across markets.
Series B
- When? After development stage – ready for next level
- Who? Led by key players specialized in Series B
- Why? Talent acquisition, taking the business to the next level
Series C
- When? Later stage
- Who? Hedge funds, investment banks, PE firms, etc.
- Why? Perfecting, continuing to scale fast and wide

9. EXITS & RETURNS
Mergers & Acquisitions
Occurs when a small company gets bought-out by a larger one. In general, the
purchasing money is divided up by pro-rata between shareholders.
Initial Public Offering (IPO)
When a startup grows large enough and has significant revenue, it may seek an IPO.
The company registers its shared on the public market so that its equity can be traded
publicly – this freed up earlier investors to sell their stock, ideally for much more
money than their original purchase price.
Soft Landings
Exit opportunities for companies to avoid falling out of the market – these usually do
not confer large returns for investors, but allow them to get at least a portion of their
money back.
Capital Gains
An increase in the value of a capital asset that gives it a higher worth than the
purchase price – the gains is not realized until the asset is sold, and must be claimed
on income taxes.

10. MUST-KNOW DEFINITIONS
Equity
The value of an asset less the value of all liabilities on that asset. In the context of investing in
startups, it usually means stock/shares in a private company (private equity).
Securities
Includes all types of equity and debt instruments and rights in and to them.
Options
A security granting the holder the right to purchase a specified number of a company’s securities at a
designated price at some point in the future.
Shares
Units of ownership interest in a corporation or financial asset that provide for an equal distribution in
any profits in the form of dividends.
• Common shares: may benefit shareholders through appreciation and dividends, making it riskier
than preferred stock. Usually comes with voting rights, giving shareholders more control over the
business. May come with pre-emptive rights.
• Preferred shares: Does not offer appreciation in value or voting rights in the corporation. Typically
has a payment criterial a dividend that is paid out regularly. Takes priority over common stock, if
the business goes bankrupt preferred shareholders receive payment before common.

11. MUST-KNOW DEFINITIONS
Upround/Downround
Pre-investment valuation of a company prior to a round of financing.
• Upround = when a company’s value has increased from the valuation
• Downround = due to a lower valuation of the company. Result in dilution of shares and
reduce the equity position of the company’s founders relative to investors in the downround
Syndicate
A temporary professional financial services group formed for the purpose of handling a large
transaction. Syndication allows companies to pool their resources and share risks.
Limited Partnership (LP)
When two or more partners unite to jointly conduct a business in which one or more of the
partners is liable to the extent of the amount of money he or she has invested. LPs do not
receive dividends, but enjoy a direct access ot the flow of income and expenses.
General Partnership (GP)
A general partnership is an arrangement by which partners conducting a business jointly
have unlimited liability, which means their personal assets are liable to the
partnership's obligations.

12. MUST-KNOW DEFINITIONS
Internal Rate of Return (IRR)
Interest rate that will bring a series of cash flows (positive and negative) to a net
present value of zero – or to the current value of cash invested.

13. IMPORTANT DOCUMENTS
Capitalization (”cap”) table
A spreadsheet or table that shows ownership stakes in a company – including equity share, pref
shares, and options, and the various prices paid by stakeholders for these securities. Gives an at-
a-glance view of the capital structure of a company.
Shareholders Agreement
An arrangement among a company’s shareholders describing how the company should be
operated and the shareholders rights and obligations. Also includes information on the
regulations of the shareholders’ relationship, management of the company, ownership of shares
and privileges and protection of shareholders.
Term sheet
A nonbinding agreement setting the basic terms and conditions under which an investment will
be made. Serves as a template to develop more detailed legal documents.

14. VEHICLES FOR INDIVIDUAL
INVESTORS

15. BRIGHTSPARK VENTURES
PROVEN EXPERTISE & UNPARALLELED NETWORK
 20+ years of VC experience, 30+ tech, software & entrepreneur experience
 Delrina was the grandfather of the tech industry in Canada
 Many of the best VCs and successful CEOs in Canada “seed” out of Brightspark
 Repeat entrepreneurs gravitate to us – If there are great deals out there, we see them first!
 Dealflow is approx. 5-7 deals a year – We seek quality over quantity
 80% of our work happens after a deal is closed, growing companies
We curate the 1-2% best deals
from high-growth potential early
stage tech companies
Brightspark-managed fund set
up per deal and invests in
every deal, manages due
diligence, co-investments, and
overall portfolio
Accredited Investors gain
insider access to the best deals
and invest on a per deal basis
alongside top institutions and
funds

16. OURCROWD
Highly selective deal flow: OurCrowd’s team of investment professionals sees 150-200 new opportunities every month,
meets 20-30 management teams and, after an in depth due diligence process, selects on average 2-3 to invest in.
Access to internal investment rounds: Our team leverages its extensive network to proactively identify and pursue
companies we want to invest in, gaining access to investment rounds that are closed to other new investors.
Full transparency: OurCrowd invests its own capital alongside our investors in every investment, at the same terms we
negotiate with the company.

17. YOUR INVESTMENT THESIS
A roadmap that can discipline you to invest only in the companies that conform to your
individual philosophy.
• What company qualities are important to me?
• High return potential?
• Industry?
• Competition?
• What team/entrepreneurs do I want to invest in?
• Serial entrepreneur?
• High respected?
• Company size
• Other
• Timeframe
• Stage
• Amount
• Co-investing?
• Markets and trends
• Canadian vs international

18. OURCROWD’S INVESTMENT THESIS
Unicorn?
Team
Market
Value Prop
Traction
Sponsorship
Valuation

19. BRIGHTSPARK’S INVESTMENT
THESIS
Stage
Team
Market
Price

20. INVESTING IN CANADA VS
INTERNATIONALLY
Investing in Canada:
GREAT Dealflow, better than ever before
Mature infrastructure
Proximity to USA
Amazing universities, and talent pool
Close to home
Build our industry

21. INVESTING IN CANADA VS
INTERNATIONALLY
Investing abroad:
Currency / tax considerations
“Hot” location
Valuation differences
Local tech trends
Israel - A case study

22. ISRAEL – FINANCING / EXITS

23. Bloomberg
Israel VC-backed exits break 10-year record
2015 Israeli high-tech exits up 16 percent
from 2014 proceeds; VC-backed exits reach
$4.98B
Globes
Israeli VC 2015 fund raising up to $1.5B
18 venture capital funds closed capital in
2015, and 4 funds raised more than $100
million each, IVC-KPMG reports
Israel21C
2015 was red-hot year for Israeli tech scene
End-of-year exit reports show rise in
investments in a dazzling market
2015 Exits: $9.02B
Microsoft spends over $1B on five
acquisitions
Marquee exits:Welcoming some
newcomers to Israel:
$810M, Mellanox
$600M, Merck
$510M, XIO
2015 Invested: approx. $5B
ISRAEL IS BOOMING

24. ISRAEL: THE START-UP NATION, IS AT THE
FOREFRONT OF INNOVATION
• Highest # of startups per capita1
• #1 R&D as % of GDP 2
• #1 Researchers per capita 3
• #3 Scientific & Technical Journal Articles, per Capita4
Source: 1) “Start-Up Nation”, 2,3,4) World Databank
population
(mm)
World
Rank
ICT % of total
services
exports
World
Rank
Researchers
per Capita
World
Rank
Expenditures for
R&D (% of GDP)
World
Rank
Israel 8.2 109 63.1 9 8282 1 4.21 1
Canada 35.5 51 42.8 21 4490 21 1.62 28
Korea, Rep. 50.4 41 19.1 96 6457 6 4.15 2
United
States 318.9 16 22.8 80 4019 12 2.81 10
24
Israel: The Start-Up Nation, is at the forefront of Innovation

25. ISRAEL RANKS VERY HIGH ON
COMPETITIVE INDEX (INNOVATION)
Source: WEF, 2015 Global Competitiveness Report
25
Capacity for
innovation
Quality of
scientific
research
institutions
Company
spending on
R&D
University-
industry
collaboration in
R&D
Gov’t
procurement of
advanced tech
products
Availability of
scientists and
engineers
PCT patents,
applications/mil
lion pop.
Israel 3 3 5 7 8 8 5
Canada 23 18 26 19 55 10 19
Korea, Rep. 24 27 21 26 24 40 7
United
States 2 4 3 2 11 4 11
Israel ranks very high on Competitive Index (Innovation)

26. ISRAEL: THE START-UP NATION, IS
AT THE FOREFRONT OF INNOVATION
• Russian immigration in the 90s
• Yozma program to create a VC industry
• Mandatory military service
• CHUTZPAH
26
Why has Israel become a tech leader?

27. Between 2005 and
2015, these
companies all
bought at least one
Israeli start-up.
WHY ISRAEL?
27

28. NASDAQ/NYSE LISTINGS - EXITS
Canada
220
Israel
~150
China
192
USA
7600
France, 8
Germany, 10
Switzerland, 14
UK, 11
Korea, 1
Japan, 1
India, 14
28
NYSE/NASDAQ listed companies

29. CANADA VS ISRAEL
Canada Israel
The Prime Minister The Right Honourable Justin Trudeau Bibi
Failure Find something else to do A learning experience
Most often-used
expression
Sorry Sababa
National Symbol The Beaver Sabra fruit
Sport Hockey Startups
Weather Hockey, Awesome hockey, Hockey in
shorts, 3 weeks crappy hockey
Hot, Bloody hot, Really
freaking hot, Ahhhh 29

30. AVOID THESE COMMON MISTAKES
Waiting too long before investing for the first time
Spreading yourself too thin
Putting all your eggs in one basket
Asking the wrong questions
Ignoring red flags
Hype / Fear of missing out
Incorrectly manage your expectations
Market Timing

31. Q&A