EFTA01084619Set 9
33p1,868w
EFTA01084620
What We Offer
3
EFTA01084621
Bloomberg brought game-changing
transparency to financial markets...
AdFin is doing the same for digital media
markets.
AdFin, a neutral third party, combines
powerful ... market-wide index to bring
transparent price discovery to
the entire ad-ecosystem.
"'''AdFin
4
EFTA01084622
About AdFin
An overview of the company
• Official Launch, AdWeek 2013 Agnostic business intelligence ... with your data • Member of the IAB
A.d Fin presence:
kriik
MediaPost
NrittItItese,rd "AdFin
5
EFTA01084623
The AdFin Platform
The first independent digital media pricing
analytics & data visualization platform
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084619.pdf
EFTA00376028Set 9
2014-01-133p726w
From: Darren Indyke <
To: Lesley Groff
Subject: Fwd: AdFin - Bridge Loan Documents
Date: Mon, 13 Jan 2014 16:09:37 +0000
Attachments: AdFin_-_Bridge_Loan_Stockholder_Consent_(EXECUTED).PDF; AdFin ... Bridge_Loan_Board_Consent_(EXECUTED).PDF; AdFin_-
Bridge_Loan_Disclosure_Schedule.PDF; AdFin_-
:Note_Purchase_Agreement_(EXECUTED).PDF; mime_part_9.pdf
Print out each and file in AdFin redweld in a folder called $2MM Bridge Note ... Oshinsk , Matt" < "Hodges, Imani"
>
Subject: RE: AdFin - Bridge Loan Documents
Darren,
Attaching the docs again with my fingers crossed. I clicked on the other docs in the last e-mail
https://www.justice.gov/epstein/files/DataSet%209/EFTA00376028.pdf
EFTA00289560Set 9
2012-12-28122p36,197w
ADFIN SOLUTIONS, INC.
SERIES A PREFERRED STOCK PURCHASE
AGREEMENT
December 28, 2012
This Series A Preferred Stock Purchase Agreement (this "Agreement") is entered into as
of the date set forth ... address to the
Company or (c) if to the Company, at the following address:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York NY 10022
Attn: Jeanne Houweling ... Series A Preferred Stock
Purchase Agreement as of the date first set forth above.
ADFIN SOLUTIONS, INC.
By:
Jeanne Houweling
President and Chief Executive Officer
EFTA00289575
COUNTERPART SIGNATURE PAGE
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289560.pdf
EFTA00289722Set 9
2013-07-236p792w
Transfer Restricted - See Reverse Side Hereof
A Delaware Corporation
Number Shares
PA-7 800.000
AdFin Solutions, Inc.
This certifies that CVAFH I LLC is the
record holder of Eight Hundred ... Thousand shares
of Series A Preferred Stock of AdFin Solutions, Inc.
Transferable only on the share register of the Corporation, in person or by duly authorized Attorney, upon surrender ... Transfer Restricted - See Reverse Side Hereof
A Delaware Corporation
Number Shares
PA-8 169.508
AdFin Solutions, Inc.
This certifies that Dani Ilani is the
record holder of One Hundred Sixty
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289722.pdf
EFTA00298882Set 9
2012-12-2826p9,661w
ADFIN SOLUTIONS, INC.
INVESTORS' RIGHTS AGREEMENT
December 28, 2012
WFS712400470833
EFTA00298882
ADFIN SOLUTIONS, INC.
INVESTORS' RIGHTS AGREEMENT
This Investors' Rights Agreement (this "Agreement') is made and entered into ... Exhibit A, and (ii) if to the
Company, at the address set forth below:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
Ann: Jeanne Houweling, CEO
with a copy ... have executed this Agreement as of the date
and year first above written.
Company:
AdFin Solutions, Inc.
By: iteN4- ed
e Houweling
President & Chief Executive Officer
Common Holder:
Jonathan Leitersdorf
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298882.pdf
IMAdFin
AdFin: Digital media's definitive source Display, mobile, and
■ for market data and analytics. video data for both buy-
Don't miss the big picture. Programmatic buying markets ... players had only their own data silos to
• Media buyers and traders
inform decisions. AdFin changes that.
streamline buying strategies and shorten
The digital media market index. test cycles ... using AdFin's independent
pricing guidance to find the best-priced
Neutral and independent, AdFin aggregates media market data
inventory sources. Buyers optimize on
to give every market participant
https://www.justice.gov/epstein/files/DataSet%209/EFTA00615431.pdf
EFTA00289501Set 9
2013-04-056p1,367w
ADFIN SOLUTIONS, INC.
AMENDMENT TO
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
This AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
(this "Amendment") is entered into ... April 5, 2013 by and among AdFin Solutions, Inc., a
Delaware corporation (the "Company"), the undersigned holders of the Company's Series A
Preferred Stock, (the "Preferred Holders ... Agreement")
is made as of the date first set forth above, by and among AdFin Solutions,
Inc., a Delaware corporation (the "Company"), Jonathan Leitersdorf (the
"Common Holder"), and the purchasers
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289501.pdf
EFTA01084694Set 9
2016-02-1627p2,830w
DAVID J. MITCHELL
RE: ADFIN SOLUTIONS INC.
February 16, 2016
Dear Partner,
On Friday, the Board of Adfin voted to accept an offer from its largest shareholder, Cantor
Venture ... allocate the shares or economic interests among the four investors
that I introduced to Adfin. The allocation will be based on the actual dollars you invested
as percentage ... total dollars my group invested in Adfin (please see the following
page).
Personally, I feel very badly that this happened as I introduced you to this investment to
co-invest
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084694.pdf
EFTA00299927Set 9
2010-07-3026p3,868w
Certificate
CHOCOLATE CHARITABLE REMAINDER UNITRUST
-Trust Agreement
STC- LEON BLACK
-Estate Plan Service Letter
ADFIN SOLUTIONS
-Stock Certificates
-Series A Preferred Stock Purchase Agreement
-2" Amendment to Series A Preferred ... Credit for JPM Credit
-Dodd Frank
EFTA00299938
ALAN DLUGASH
-Confidentiality and Non Solicitation Agreement
ADFIN SOLUTIONS
2013 CATERPILLAR/BUTTERFLY TRUSTS
-MARKS PANETH DETERMINATION OF ANNUITY PERCENTAGE FOR CATERPILLAR
GRAT
-IRREVOCABLE STOCK ... TRUST COMPANY, INC. OF
1,142,857 SHARES OF SERIES A PREFERRED STOCK OF AdFin SOLUTIONS, INC, A
DELAWARE CORP AS OF APRIL 10,2013
CLOSING DOCS
-Table of Contents
https://www.justice.gov/epstein/files/DataSet%209/EFTA00299927.pdf
EFTA00289527Set 9
2013-12-267p884w
ADFIN SOLUTIONS, INC.
ACTION BY WRITTEN CONSENT OF
THE STOCKHOLDERS
The undersigned, constituting the holders of at least 66% of the outstanding shares of Series A
Preferred Stock of AdFin ... MITCHELL
Date December 2013
STOCKHOLDER:
SOUTHERN TRUST COMPANY, INC.
By:
Date December , 2013
[AdFin Solutions, Inc. — Bridge Loan Stockholder Consent Signature Page]
EFTA00289529
This Consent shall be filed with ... MITCHELL
Date December al 2013
STOCKHOLDER:
SOUTHERN TRUST COMPANY, INC.
By:
Date December , 2013
[AdFin Solutions, Inc. — Bridge Loan Stockholder Conse
nt Signature Page]
EFTA00289530
This Consent shall be filed
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289527.pdf
EFTA00289554Set 9
2013-07-226p842w
ADFIN SOLUTIONS, INC.
SECOND AMENDMENT TO
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE
AGREEMENT (this "Amendment") is entered into as of July ... among AdFin
Solutions, Inc., a Delaware corporation (the "Company"), and the undersigned holders of the
Company's Series A Preferred Stock (collectively, the "Preferred Holders") for the purpose of
amending ... Preferred Stock Purchase Agreement as of the date first set forth above.
COMPANY:
ADFIN SOLUTIONS, INC.
By:9 -stancs-e--11—Thea------1.--
Jeanne Houweling
President & CEO
STOCKHOLDERS:
JONATHAN LEITERSDORF
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289554.pdf
EFTA00289514Set 9
2013-12-269p1,136w
ADFIN SOLUTIONS, INC.
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
December 26 , 2013
The undersigned, being all of the directors (the "Board") of AdFin Solutions, Inc., a Delaware
corporation ... instrument.
Jeanne Houweling
Jodna !gliS :=C—
Gil Mandelzis
Tom Glocer
David J. Mitchell
[AdFin Solutions, Inc. — Bridge Loan Board Consent]
EFTA00289517
this Unanimous Written Consent may be signed ... together shall constitute one instrument.
Jeanne Houweling
Jonathan Leitersdorf
Tom Glocer
David J. Mitchell
[AdFin Solutions, Inc. — Bridge Loan Board Consent]
EFTA00289518
This Unanimous Written Consent may be signed
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289514.pdf
EFTA00298925Set 9
2012-12-2817p3,993w
ADFIN SOLUTIONS, INC.
VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of December 28,
2012 by and among AdFin Solutions, Inc., a Delaware corporation (the "Company ... name on Exhibit B, and (iii) if to the
Company, at the following address:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York, NY 10022
Attn: Jeanne Houweling ... Individual Investor: Individual Investor:
David J. Mitchell Jonathan Leitersdorf
EFTA00298935
COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC.
VOTING AGREEMENT
Individual Investor: Individual Investor:
David J. Mitchell Jonathaliteit
EFTA00298936
COUNTERPART SIGNATURE
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298925.pdf
EFTA00289541Set 9
2013-12-2613p4,788w
dated as of December 26, 2013 (this "Agreements), is entered into
by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), and the entity listed on the
schedule ... their proper and duly
authorized officers as of the date first written above.
COMPANY:
ADFIN SOLUTIONS, INC.
By: ; 72-6„. •
J] ane Flouweling, Presicteitek. CEO
[AdFin Solutions, Inc. - Note Purchase ... Name: .9 O, in bernaid
Title: C keit 50 areciV 0(Xs-
[AdFin Solutions, Inc. -Note Purchase Agreement Signature Page]
EFTA00289550
SCHEDULE I
SCHEDULE OF INVESTORS
Name and Address Note
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289541.pdf
EFTA00307914Set 9
2011-07-086p1,050w
JSigner)
0O5.133541 (Rev.05110) Page 2 013
EFTA00307916
tin ios000 oot
APPLICATION FOR AUTHORITY
OF
Adfin Solutions, Inc.
MPlen etarperate Name)
Under Section 1304 of the Business Corporation Law
Filed ... JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "ADFIN SOLUTIONS, INC." IS DULY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE ... JULY, A.D.
2011.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ADFIN
SOLUTIONS, INC." WAS INCORPORATED ON THE TWENTY-FIFTH DAY OF
APRIL, A.D. 2011.
AND I DO HEREBY
https://www.justice.gov/epstein/files/DataSet%209/EFTA00307914.pdf
EFTA00289682Set 9
2013-04-109p1,303w
ADFIN SOLUTIONS, INC.
COMPLIANCE CERTIFICATE
April 10, 2013
The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of
AdFin Solutions, Inc., a Delaware corporation (the "Company"), does ... Stock Purchase Agreement, dated as of
December 28, 2012 (the "Agreement"), by and among AdFin Solutions, Inc. (the "Company") and
each of the Purchasers named therein, the Company hereby delivers ... llansnl
no HasseInt; CApf 10.20 )
Email:
W137%20825670.3 8
EFTA00289689
AdFin - Series A Compliance
Certificate Second Closing
EchoSign Document History April 10, 2013
Created: April 10.2013
By: Jeanne Homvang
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289682.pdf
EFTA00298908Set 9
2012-12-2817p4,720w
ADFIN SOLUTIONS, INC.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
December 28, 2012
This Right of First Refusal and Co-Sale Agreement (this "Agreement") is made ... date first set forth above, by and among AdFin Solutions, Inc., a Delaware corporation (the
"Company"), Jonathan Leitersdorf (the "Common Holder"), and the purchasers listed on the
Schedule of Purchasers ... Investors hereto, and (iii) if to the Company, at
the address set forth below:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York, NY 10022
Attn: Jeanne Houweling
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298908.pdf