EFTA00877345.pdf

From: "Jeffrey E." <jeevacation@grnail.com> To: Richard Kahn Subject: Re: AD/FIN Update & Financing Date: Mon, 26 Feb 2018 16:02:00 +0000 you can tell them we are a seller at cost. 875 and we are out On Mon, Feb 26, 2018 at 10:58 AM, Richard Kahn > wrote: i had a call with Adfin about 2 weeks ago attached is summary deck (see PDF) along with current financing round.. our share of company after this round assuming we do not participate will be 4.29% not sure how realistic value of 30,000,000 is however on paper it gives us a value of $1,287,000 vs our $875,000 investment Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cell Begin forwarded message: From: Andrew Altersohn < Subject: Re: AD/FIN Update & Financing Date: February 26, 2018 at 10:48:37 AM EST To: Richard Kahn Cc: DAVID MITCHELL Richard & David - thanks for your patience in getting back to you. As promised, attached is the updated presentation and below are the details of this latest round of financing. We would love to have ST get involved in this round, so please review the information and let me know if you want to discuss. New financing is: • $1.5-$2.5M raise • Sale of additional existing Series A-4 security (lx participating preferred, pad passu with A-3, A-2 and A-1, Senior to the A and Common) • Existing A-4 price ($0.25),which implies a current pre-money valuation of approximately $30Mn • All terms the same as the last financing round in late 2017 • Bump to option pool <1% fully diluted; refresh options to key employees equal to approximately 1.5% fully diluted in the aggregate EFTA00877345  • Cantor and Julserra are taking their relative pro rata of $1.5M in a firm commitment over 3 tranches February to June 2018 • $1M remains available for existing or new investors • All other investor terms in Shareholders Agreement (Southern is already a party) remain unchanged; Board structure unchanged To maintain your pro rata fully diluted Southern would have to invest in $85,695, but Southern is welcome to request a larger investment, as we are interested in raising more. Final decision on participation above pro rata will require Board approval. In addition, here are some recent updates on the business: • Accenture - discussions are ongoing with Accenture management to craft a larger, more in- depth partnership. Details are TBD, but interest is high at Accenture. • McKinsey - we have recently met with Mckinsey who is interested in developing a partnership with AD/FIN and looking for client opportunities beginning in Q2 • ID Comms - this is a prominent media consultancy based in UK that also wants to create a working partnership. We met with them last week in UK and will talk again this week • Work in Process for AT&T, Hershey's, L'Oreal, Unilever, Diageo • Scopes in Process for Colgate, Coke Australia, AGL, McDonalds US, NJOY • Top Advertiser Prospects include Nestle, Sony, Toyota, Nissan, Nationwide • Top Agency Prospects include MediaKitchen, AKQA • Recent Press o NYT AT&T - AT&T references their appointment of AD/FIN for pr. • rammatic media oversi. ht/audit. - o WSJ / ADFIN & Assemb - Unique partnership between Assembl and AD FIN about-transparency-151627320I o AdAge Assembly Agency of Year - Assembly (MDC Partners) wins Agency of the Year in part by differentiating its media offering using AD/FIN. -2018/assemblv-ad-age-s-20 I 8-media-aggsi y-vear/312442/ Hope to talk soon, AA On Thu, Feb 15, 2018 at 10:33 AM, Richard Kahn < > wrote: thank you for update and offer to participate in the next round looking forward to your next update thanks Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York, NY 10022 tel fax cell EFTA00877346 On Feb 13, 2018, at 2:55 PM, Andrew Altersohn > wrote: Richard - yes, finally met with Howard. All went well, but as always a few followup items I need to work on this week, most importantly finalizing the exact amount of the raise and per share valuation. I hope to have that locked down in the next few days. Once I have that I can update the deck and inform you better. Would ST consider coming in on this next round? If there's a chance, please let me know so I can communicate that possibility...we'd love to have you. In the interim, we had some great press today with a shoutout in the NY Times from the CMO of AT&T https://www.nytimes.com/2018/02/12/businessimedia/att-voutube-advertising html AA On Tue, Feb 13, 2018 at 12:46 PM, Richard Kahn < wrote: any update on meeting with Howard and funding for 2018 additionally if finalized can you please send deck as discussed thank you Richard Kahn HBRK Associates Inc. 575 Lexingta Avenue 4th Floor New York NY 10022 tel fax cell On Jan 26, 2018, at 10:12 AM, Andrew Altersohn > wrote: Sounds good. I'll send an invite. Best AA On Fri, Jan 26, 2018 at 9:47 AM, Richard Kahn > wrote: thank you both for your time i would prefer a conference call how is tuesday 3pm est? thanks EFTA00877347 Richard Kahn HBRK Associates Inc. 575 Lexington Avenue 4th Floor New York NY 10022 tel fax cell On Jan 26, 2018, at 9:38 AM, David Mitchell < > wrote: Richard what is good DAVID MITCHELL Mitchell Holdings LLC 745 Fifth Avenue New York NY 10151 USA On Jan 26, 2018, at 7:41 AM, Andrew Altersohn > wrote: That would be great. Right now, the following are all good options...the only major variable is that we are trying to get a meeting with Howard next week and we don't know when it may be scheduled. But let me know if any of these work for you guys: Tues - after 2pm Wed - after 1pm Thurs - any time AA On Fri, Jan 26, 2018 at 7:37 AM, David Mitchell ' wrote: Can we do an in person update at ADFIN a next week What works for you both, DAVID MITCHELL Mitchell Holdings LLC 745 Fifth Avenue New York NY 10151 USA EFTA00877348  Andrew Altersohn Chief Executive Officer AD/FIN 16 East 34th Street, 15th floor New York, NY 10016 cp:: e: Andrew Altersohn Chief Executive Officer AD/FIN 16 East 34th Street, 15th floor New York, NY 10016 CY.: e: Andrew Altersohn Chief Executive Officer AD/FIN 16 East 34th Street, 15th floor New York, NY 10016 p: Cu e: EFTA00877349  Andrew Altersohn Chief Executive Officer AD/FIN 16 East 34th Street, 15th floor New York, NY 10016 cp:: e: please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to jeevacation@gmail.com, and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved EFTA00877350