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NFX Fundraising Manual
The NFX Team ·@NFX
Jan 2021

Fundraising Manual Contents

If you’re a new Founder looking to fundraise venture capital, the first thing you need to understand about the process is that it’s more complex than it appears  it’s tough. Some say fundraising is the most challenging worst part about being a Founder because it most often works opposite your instincts.


As a result, you will make a lot of mistakes. And the process as a whole will take more time than you think. Set your expectations accordingly. It’s also true that fundraising is the biggest “distraction” in a startup’s life. It will cost a lot of your time, energy, and attention.


Despite all this, fundraising is a major part of being an entrepreneur and it’s critical to a startup’s success. It’s a strategic competency you must master. If you can’t get it right, you may not be able to build a winning company.


And as with any other skill, mastering it requires constant learning, iteration, improvement, and above all, experience.


My partners James Currier, Pete Flint, and Morgan Beller, and I have put together this guide over the years through a number of talks.


This fundraising guide is meant to expedite your learning and improvement during the fundraising process, and to minimize the difficulty and distraction it will cause to your startup.


It draws on our experience as serial entrepreneurs who have collectively built 10 companies worth 10+ billion dollars, and now as VCs who work with entrepreneurs every day.


We’ve been on both sides of the table, and we’ve worked to distill that experience for your benefit in this all-encompassing guide.

Foundations for Fundraising Getting Ready To Fundraise

As you begin your fundraising process, it’s important to know what you’re getting into. Like everything else, fundraising is a skill you need to master. You’ll have to train your fundraising skill like a muscle; you won’t immediately be good at it.


To get it right, you must know not only what to do and what not to do from a process perspective, but you also have to understand the psychology of the investors you’ll be dealing with.


You must learn the investors’ language both to be able to communicate effectively with them, and also so you can really understand what they tell you by reading in between the lines.

Know What You’re Likely To Get Wrong

Here’s a list of the most common mistakes I see Founders make:


  • Misjudging the level of a prospective investor’s interest.

  • Underestimating how long the process will take.

  • Not understanding or accurately predicting the terms you’ll be offered.

  • Hearing a “yes” when the investor actually said “maybe”.

  • In general, misperceiving what the investor really thinks of you.


Chances are, one or all of these things will happen to you. Why? Because investors play this game all day, and you only do it occasionally.


So don’t trust your instincts too much. Be aware that you’re probably making one or all of these errors and try to adjust accordingly.

Assign Team Roles and Responsibilities

Before starting it’s important to assign clear fundraising roles within the team.


Choose one Founder to be in charge of fundraising. The leader of the fundraising process should be the CEO.


You should then decide whether you need other Founders or team members in initial fundraising meetings. In general, aim to reduce the fundraising workload of everyone other than the person leading the process (the CEO).


The other Founders and early team members should focus on the actual business as much as possible.

Preparation Makes a Big Difference

After you’ve assigned roles, make sure you have the best fundraising material: including a polished and rehearsed pitch deck, one pager, financial model, etc.


Do as many practice runs as you can and get feedback and comments, especially from peers who have gone through the fundraising process themselves. I would even recommend recording your rehearsal presentation on video.


Remember that fundraising is a learning process, and that most Founders are pretty poor at it to start with. It is not a natural skill. So learning as you fundraise is critical — whether or not you become good at fundraising depends on whether or not you learn.


You should therefore treat every fundraising meeting as an opportunity to learn, improve, and iterate your pitch. Your pitch is a product and investors are your customers.


You have to be mentally prepared for how hard fundraising can be. It bears repeating: know that for most startups, fundraising is incredibly difficult. It can sometimes take pitching 10s of investors to get any offers.


But as the CEO, you have to understand and accept that fundraising is your biggest mission-critical task — do your best, and don’t give up!

Understanding the Investor’s Point of View

One of the biggest advantages you can have going into fundraising is the ability to understand the person you’ll be negotiating with (often in opposition to, initially) and that will ultimately become a collaborator for the long term as a partner in your business.


If you can understand their point of view and psychological drivers, your whole fundraising experience will be much smoother and more likely to end in success. Since we’ve been on both sides of the table, we have a lot of insight here.

Venture Capital Firm Structure

To understand how VCs work, first you need to understand the typical firm’s structure


  • VC firms are partnerships comprised of LPs and GPs

  • LPs (Limited Partners) are investors in the fund who provide the majority of the fund’s capital, but don’t actively take part in investments.

  • GPs (General Partners) are in charge of making investments for the whole fund, and usually contribute ~5% of the fund’s capital.



The diagram above shows the firm structure of a typical VC, with LPs contributing capital (top layer) to the fund managed by the GPs (middle layer) who deploy that capital to a portfolio of startups they invest in (bottom layer).


In addition to GPs and LPs, VCs typically have investment teams with other roles and titles. Some of the most common you’ll encounter are :


  • Managing Partners – Higher up than GPs in some firms, but they still mostly act like a general partner and can make investments.

  • Associates/Principals/VPs – Associates and Principals can be seen as a filter layer between you and the Partners, so having a direct partner intro is preferred. But if there’s no warm direct intro to partner, then Principals (in some funds) can be your champion/internal advocates if they believe in you.

  • Analysts – They do the research but don’t have any decision-making power. However, that doesn’t mean they don’t have any influence, so be nice!

VCs’ Typical Decision Flow

Usually VC firms have a standard process to how they make investment decisions, although steps can vary across firms. Here’s what to expect going in when you start talking to a VC:


  • Step 1: First meeting with the interested partner (this person is usually your champion).

  • Step 2: Second meeting with champion + 1-2 other partners and associates.

  • Step 3: The VC performs diligence calls on your company.

  • Step 4: Final partner meeting where all the partners hear your pitch.


After this sequence of meetings with your startup, the partners will deliberate amongst themselves and make a final investment decision. This will usually take place during their weekly Monday partners’ meeting.


During this meeting, the partners will vote on the deal, although If it’s a competitive deal — i.e. if other firms are interested — they may decide on the spot.


Different funds have different required majorities to make an investment, but in most cases you need the partners to concur unanimously in order to receive an offer. The exception is small investments (amounts between $500K-$1M in large funds) where a single Partner can sometimes decide unilaterally.

How VCs Make Money

To negotiate with investors you have to understand their financial incentives.


VCs charge investors (LPs) 2 – 2.5% annually on invested capital, called a management fee. This is what’s used to pay the operating costs of the firm (salaries, office space, etc.).


Beyond this, they take 20-20% of carried interest (profits) on exits from the portfolio calculated after a hurdle rate, usually for the entire fund.



On average, out of every 10 deals, a VC expects 1-2 of them to be “home runs”, 3-4 to be positive but modest returns, and 4-5 deals with no return.


Top VC funds return 3X+ the invested capital, but most VC funds don’t even return the original investment.

VC Deal Terms

Pre-Money vs. Post-Money

Say your startup raises $2M at a $10M post-money valuation.

That means it was valued at $8M pre-money before the investment of $2M (2+8 = 10). Its pre-money valuation in this scenario is $8M, which is 80% of its post-money valuation. The investment you raised represents 20% equity ($2M out of $10M).


Option Pool

Now suppose you raise $2M at a $10M post-money valuation, but this time including a 10% option pool. This values your startup pre-money at $7M because the $10M post-money valuation minus the $2M raised minus the 10% option pool (10% * 10M = 1M) equals $7M.

Bringing It All Together

To understand how VC firm structure, decision flow, and deal terms impact their point of view, let’s imagine a hypothetical scenario bringing together what we’ve learned.


In this scenario, say a VC invests $10M in your startup at a $30M pre-money valuation and $40M post-money valuation for 25% equity. In further rounds, the VC invests another $10M exercising its pro rata rights to keep 25% equity in your company.


Consider two possible outcomes:


  • Outcome A: After 3 years, the company exits for $100M. The VC gets $20M after dilution, which equals the VC investment of $20M. Outcome: the VC Partners get $0 carried interest because there was no profit.

  • Outcome B: After 3 years, the company exits for $1bn, meaning the VC gets $200M after dilution. This is way above the hurdle rate, so the partners get 20% of the total return ($40M). But if the rest of the fund was bad and the total return was below the hurdle rate, the VCs still may ultimately get no carry from this deal.


The difference between outcome A (a modestly successful startup) and outcome B (a very successful startup) for the VC is stark. This helps surface three critical things about a VCs point of view that every Founder should be aware of when fundraising:


  1. VCs really need large exits in order to A) clear their hurdle rate and B) make up for investments that don’t work out, which there will be a high number of since startups are inherently risky investments.

  2. VCs need a big stake (15%-25%), because it’s a hits-driven business and if you have low equity in a hit, you don’t get enough of a return.

  3. Delicate decision making process – VC decisions involve many variables and people who influence the decision, so any one investor’s decision about whether or not to give you money can seem capricious or whimsical. A single negative comment from someone ‘important’ can kill a deal, and this is sometimes beyond your control.

How VCs Think

Beyond their incentives and constraints, the other thing you need to understand to successfully negotiate VCs is their inner psychology.


We’ve written about this before in our essay on How VCs Think: The Psychology That Drives Investing Decisions. To summarize, there are two big psychological drivers for investors:


  1. FOMO (Fear of Missing Out) – Investors are constantly afraid of passing on a company that goes on to be a hit or failing to get in a deal that their competitors got into is a big psychological motivation, especially since VC is so competitive.

  2. FOLS (Fear of Looking Stupid) –  Investors don’t want to look stupid by making a contrarian investment in a company that other investors think is an obvious pass. This makes it especially difficult for un-established or less-established VCs to invest in risky companies or in sectors that aren’t very hot because they will look stupid if the company fails. Typically it takes a lot of conviction or a good reputation to make investments like this.


While fundraising, your job is to stoke an investors FOMO as much as possible while assuaging their FOLS. The more you can do this, the more successful your fundraising efforts will be.


The other big aspect of a VCs psychology is reducing risk. When looking at an investment, VCs want to be as sure as they can it’s a great deal. So they ask everyone they can think of about the deal (who can’t steal their idea) to try and reduce their risk.


A VCs job is to reduce risk where they can, because startup investing is already so risky. They will tend to want to find a very safe deal in preference to a very risky deal. A good way to develop your pitch is to try and anticipate what risks an investor might see in your company and try to address those risks in your pitch.


The last part of the puzzle in understanding a VC is understanding the day to day life of a VC. Contrary to popular belief, it’s not all fun and games.


  • VCs get 10s of requests, pitches a day, which can become exhausting. It’s never clear where the next great company will come from, so there’s a high level of randomness in what they do. It’s much more random than many people think.

  • Many companies that they meet with have ideas that seem stupid, and many teams are not talented, and they see many poor presentations.This means they have to endure lots of useless meetings, and have to say no all the time while staying nice.

  • What’s more, their jobs are never done — they could always do another due diligence call or go to another lunch to find out about another company. There’s always more they could be doing.

  • Lastly, there’s the politics with other partners. Since funds are a democracy, there are usually a lot of interpersonal dynamics at play and the baggage from past decisions and disagreements can affect the VC’s psychology and decision making.


So putting yourself in a VCs shoes, you can see how many different factors are at play that might affect whether or not they say yes to your company — everything from interpersonal dynamics at the fund, to how tired they are that day from hearing pitches, to how risk averse they are vs. how much FOMO they feel.


What they end up deciding might not have anything to do with you, but it’s your job during the pitch to try and control what you can.

How To Use VC Psychology To Your Advantage

Founders who are good at fundraising understand how VCs think and use it to their advantage. There are three basic strategies that will improve your odds the most:


  1. Convince them you are low risk. If you can make your startup seem like a “safe bet”, it’s going to improve your odds a lot.

  2. Prove you have a huge potential. Remember that VCs need really large exits and that theirs is a hits-driven business. To get them interested, you have to be able to paint an ambitious but credible vision about how your company could end up being transformative.

  3. Show them other investors are interested. Leverage is everything when it comes to negotiation, and fundraising is no different. For example, if you’re meeting with other funds, saying that you’re in “partner meeting discussion at X fund” or in “advance discussions at X fund” will trigger FOMO. The ultimate FOMO sentence, however: “I have a term sheet that I need to decide on quickly.”

The 6-Step Fundraising Process

Everyone’s fundraising experience is unique, but there are common processes that lead to success. Below we’ve provided a 6 step detailed template to help you maximize your efficiency, preparation, and learning as you fundraise.

Step 1 – Make A Target Investors List

Think of this list like a personal CRM of your fundraising efforts. It will help you plan and focus throughout your fundraising.


Who should be on your target list? VC firms that are:


  1. Focused on your stage, or your business type, or are interested in your problem (using tools like Signal).

  2. Known to give simple deal terms, have good reputations (this is true of most VCs local to the SF Bay Area.

NFX’s fundraising platform Signal has 10k+ investor profiles and counting, is a good place to find VCs interested in companies in your stage and sector. Once you have your list of target funds, it’s time to choose a specific partner to target before you reach out.


Consider that:

  1. Each partner has a different taste and focus.

  2. To suss out a potential match, you can try talking to other Founders the target partner has invested in.


The last step in completing your target list is to rule out VCs with competing portfolio companies. This is an important but often overlooked step that will save you a lot of time and wasted effort.


Why these VCs are not desirable is because they’re less likely to invest in you if they’ve already invested in your competitors. What’s more, they’re likely to share some data you give them with your competitor. They might even take a meeting with you for that reason, even if they have no intention of investing.


In most cases, they’ll ‘ask’ the current portfolio company if they care that they invest in you. They almost always do care. Unless you have no choice, it’s smart to try to avoid such conflicts of interest by taking such VCs off your target list entirely.

Step 2: Fill Your Meeting Pipeline

Before you begin sending our emails, we recommend that you review our essay on the 12 Reasons VCs Decide To Take A First Meeting.


You’ll want to manage the process of reaching out with the Target Investor List you built in step one. Here’s a sample list we’ve built as a template.


Within that list, create an investors sheet within your target list that is shared with all the people who can refer you (or use Signal).


  • Include columns for the investor’s name, firm, status, owner (the person in charge of introducing you to this investor), key objections, and notes.

  • Update this document daily and chase “owners” for the intros.

Requesting Intros

There are 4 things that will typically motivate a VC partner on your target list to take a meeting:


  1. A warm intro from someone they trust.

  2. Hearing that a competitor is seriously looking at the deal (i.e. competitive momentum).

  3. KPIs: Seeing that you’re growing really fast and other key KPIs can motivate VCs to take a meeting. Review the Fundraising Checklist and the Ladder of Proof for additional proof points that VCs look for so that you can present them accordingly.

  4. The X Factor — they’re intrigued by something unique about you that catches their attention. But this is tough to predict or engineer, and can backfire.


That being said, the best entry path is to use your network to try and get warm intros. Most VC deals originate from warm intros. A warm intro is 100x more effective than a cold email.


Remember that everyone can be your referrer — including your early investors, advisors, friends, Guild members, customers… anyone who can potentially serve as a bridge in the network. But also know that investors will weigh different referrers differently — so 1-2 great referrers is better than 10 average referrers.


Be persistent in pursuing these intros— it’s not a time to be shy! (A helpful tip here: being grateful and saying thank you is a great way to combat your resistance to asking for “help” or “favors” which most people misinterpret as shyness)

Plan Your Fundraising Sequence

As you begin to get introductions, the next thing to be mindful of is that you need to be intentional about the order of meetings. Meet a few less relevant investors first to train yourself and level up your fundraising skills without the risk of losing a highly desired investor.


Once you feel more comfortable with your fundraising skills and pitch, go for investors who are relevant but are lower-tier and more likely to engage. This will help build your confidence. Finally, try to get meetings with the top-tier VCs after training your fundraising skills and getting positive signals from others.

Drive the Timing

Once you’re ready to meet with VCs (after test pitches), you may reach out all at once. Timeboxing works in your favor.


Decide on an objective date for each phase that you can refer to (i.e. the first meetings will be done by X date — this creates momentum and feeds into FOMO).


The immediate goal is to get a first credible term sheet from anyone. This will drive speed of decision for other investors more than anything else.

Step 3: Prepare Your Pitch

Next it’s time to develop your story and pitch.


General guidelines on what makes a good pitch deck:


  • ~15 great looking slides

  • Every slide should have a single title / headline you want them to remember.

  • Include your metrics.

  • Must have good competitive analysis.

  • Focus on business defensibility and why it can be huge.

  • Appendix – slides for every question you can predict.


Another big part of your pitch presentation should be your financial model, which should include 4 big things:


  1. Include 24 months modeled monthly and another 3 years modeled annually (if credible).

  2. Have clear assumptions the VC can understand. Each line should tell a story. The model helps them understand how you think.

  3. Requested investment should provide at least 18-24 months of runway.

  4. Show size of revenue opportunity using TAM (# of customers * annual revenue per customer). Go global if the US revenue opportunity is less than $2B. Note that this TAM calculation is more important than a 5 year revenue projection, as VCs know you probably won’t hit your 5 year plan.


Note that It’s better to be conservative than naive with your financial model. It’s also important to have multiple financial plans. Having one plan is not enough because different investors will want to invest different amounts, and you need to be prepared.


So you’ll need 2-3 plans based on how much you raise. E.g. a $1M plan, $3M plan, $5M plan. You can’t use the same plan for each amount, more money is not supposed to simply last longer. You should spend it faster to achieve faster growth.


The next thing to prepare is your pre-meeting material. Some VCs will require you to pre-send them material. Almost all will want you to leave materials with them. Materials go to other partners, associates, and analysts and should be fairly self-explanatory.


Be aware they’ll likely share your materials with their portfolio companies. If you want them not to with someone specific, make sure and say so.


 This will often include an executive summary which should be a one page max, short description of the problem, opportunity, product, status of your company, and team. Don’t turn this into a full presentation in a tiny font! It should be readable in a few minutes. It is meant to get attention and remind investors who you are.


Finally, you’ll want to prepare for each specific meeting before it happens.


Research the specific partner you’re meeting with. Know their other investments, big wins and losses, interviewing style (if possible from other Founders), people they’re connected to, social media. If they’ve written blogs or essays, read them.


Learn about the entire fund. Know their portfolio companies, big wins and losses, details about the other partners including their interviews, tweets, and blog posts.


Adjust your story to the fund and specific partner. Don’t try to educate investors on a field they don’t naturally like, and be sensitive when discussing past and current investments.

Step 4: Nail The Meeting

Before taking your first meeting, be sure to review our essay and video on 16 lessons for pitching. Some of the biggest takeaways are:


  1. Talk in specific numbers, not in generalities.

  2. Present with energy. Talk while standing at the whiteboard, or standing pointing at a slide. Move around the room. If you’re pitching remotely, use these tips from top-tier VCs.

  3. Know your competition. Memorize the competitive landscape and be their guide through the jungle of your market sector.

  4. If others are going into the meeting with you, decide who speaks when beforehand and make sure that everyone there plays a part.

  5. Make sure you never contradict or disrupt each other, because the VCs will be paying attention to your team dynamics.

  6. Rehearse your pitch presentation to the point of fluency. Rehearse presenting while being stopped by questions, which will likely happen. Be prepared to reply to the questions and move forward with the presentation without losing focus and momentum.

  7. Leave the majority of your time for questions and discussion. Review our list of 40+ questions to ask investors in fundraising meetings.

  8. Have appendix slides ready as backups when answering questions. This helps you reply crisply and shows you’re prepared.


Know that you may feel annoyed with VC behavior or questions — they might be reading emails, not listen, ask about something you just said, etc. Stay calm and don’t get defensive. Ever!


Furthermore, never let a meeting end before you find out where you stand by asking questions like:


  1. What’s the process from here?

  2. Do you need any more info from me?

  3. Do we need another meeting? When?

  4. And if you do get a positive indication: Do I need to meet the other partners?


In the meeting itself, another priority should be to present yourself in a way that demonstrates the right character.


VCs judge your character in the meeting and the way you interact with them. Leaving the right impression of character is critical for getting a deal done. Be the person you would like to invest in if you were the VC!


Specifically, this means demonstrating these 5 qualities:


  1. Be transparent and honest. Investors will not invest if they pick up signals of lack of transparency or honesty. This is part of the risks that they’re trying to reduce. Be careful with games (like “round closes today”) or small exaggerations (like “we have a meeting with a senior partner” at a fund where you’re about to meet with an associate). Don’t be afraid to admit what you don’t know.

  2. Show speed and commitment: return emails fast, provide requested data immediately, be persistent during the fundraising process, and be available to physically meet if possible.

  3. Show seriousness and professionalism. Answer questions seriously, and provide research you conducted when relevant. Make sure everything you deliver leaves a great impression.

  4. Be calm. Accept all questions with love. Don’t complain about the process — if you don’t like it, disengage. Don’t tell them what you think about the process. Be nice when you get rejected, because it could matter when you meet them again.

  5. Don’t be arrogant. This can happen when things are going well, but it’s important to stay grounded and be nice. Remember that all startups have ups and downs, and you will need the investors tomorrow.

Step 5: Understand the Deal

You need to understand your deal before you sign a term sheet. Here are the biggest things you need to know.

Types of Equity

You can either raise equity or use a convertible note (SAFE or CLA). Pre series A rounds tend to be mostly convertibles. Series A onwards will mostly be priced.


Normal terms for convertibles include a 20% discount (ranging from 10%-30%, sometimes steps based on time-to-funding). In most rounds today there will be a cap.

Important Deal Attributes

Here’s what is most important about the deal for your fundraising to be successful.


  • Contrary to what you might think, valuation is not the most important thing.

  • Getting the funding done quickly is the most important.

  • Next is finding great investors who will be your partner for years.

  • Other terms like preference or veto rights could be more material than the valuation.


Valuation is important only after you work out all the rest. Be aware that too high a valuation creates problems for subsequent rounds.

Deal Duration

For series A and later fundraising rounds, a round is usually a single process led by a “lead investor” that closes simultaneously for all investors participating in the round. Earlier rounds today can be an ongoing process over a long period, with money flowing in over time.

Cap Tables

Finally, you must have a well-prepared cap table you understand well. Avoid the common cap table pitfalls, which include:


  • Too little equity for Founders due to dilution or many Founders.

  • Not enough ESOP for current employees (10% ESOP standard for post Series A).

  • Not enough free ESOP for future employees.

  • SIgnificant amount of open CLAs.

  • Too many preferred shares at an early stage.


As a general rule of thumb with cap tables: try to finish your seed stage with less than 30% owed to investors.

Step 6: Be Strategic As You Negotiate

We’ve written before about how to level up your negotiation ability by mastering these 8 skills. You should also be aware of the most common VC negotiation tactics and their solutions. For example:


Common VC Tactic # 1: Asking you for the price.

Your solution: Say “we don’t know yet, we’ll let the market set the price”. If you have had a previous round, say “our post was $X million and we made progress. We’ll let the market set the price.”


Common VC Tactic # 2: Asking you to add a lot of ESOP before the round.

Your solution: The typical allocation in early-stage startups is ~15% — the more complete your team, the less you need. Show the ESOP needs until next round as that’s the amount they should care about.


Common VC Tactic # 3: Lowballing you up front.

Your solution: You may want to keep them as a backup, so slow the process. Once you see other interest, apologize and say you’ve received higher offers


Common VC Tactic # 4: Being extremely nice at the meeting only to lowball you later.

Your solution: Don’t fall in love with a VC before the deal closes. It’s aimed to get you to accept a lower valuation.


Common VC Tactic # 5: A conditional “yes” but only when you bring in a lead or get the rest of the money.

Your solution: This is almost like a “no” at early stages. Get investors to commit to putting their money in with no contingencies, and give lower priority to those who “don’t lead”.


Common VC Tactic # 6: Asking you to talk to a portfolio company in the same space.

Your solution: If the company is close to your business, explain that you’re not comfortable discussing your startup with them.


Common VC Tactic # 7: Giving you an offer with a short deadline.

Your solution: A deadline is ok if it’s normal (around a week). If the investor is not willing to give you a week, consider your situation, but it’s ok to push back.


At NFX we’ve all been Founders many times over. We’ve been in your shoes and want to give you every competitive advantage in mastering the fundraising process.

That’s why we wrote this guide and developed Founder-friendly tools like Signal and the Brief. Though fundraising is mission-critical to building a transformational company, it shouldn’t be a barrier to your potential success and we believe that the startup ecosystem only benefits with lower friction and more access.


We often coach our portfolio Founders using the exact same advice laid out in this guide as they raise subsequent rounds of capital, and have seen success. Don’t just take it from us – here’s Incredible Health Founder Iman Abuzeid on how she raised her $15M Series A using many of the lessons contained in this manual.

 Finally, we know that fundraising is a vast topic and things are constantly changing as the ecosystem evolves. This is a living document that we will be updating and expanding periodically, so stay tuned for those updates and more fundraising content by subscribing to our list.

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