Fwd: AD/FIN Update & Financing

D

Sender: David Mitchell
Date: Friday, January 26, 2018, 7:37 AM
Company: Mitchell Holdings LLC
Address: 745 Fifth Avenue, New York NY 10151, USA

Andrew Altersohn
Chief Executive Officer

EFTA00861073

AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

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A

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

АА

D

Richard what is good

DAVID MITCHELL

Mitchell Holdings LLC
745 Fifth Avenue
New York NY 10151
USA

R

thank you both for your time i would prefer a conference call how is tuesday 3pm est? thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York NY 10022

tel
fax
cell

A

Sounds good. I'll send an invite.

Best

AA

R

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 Lexington Avenue 4th Floor
New York, NY 10022

tel
fax
cell

A

To

Richard Kahn

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

AA

R

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

A

To

Richard KahnDavid

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 (1x participating preferred, pari 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

• 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

EFTA00861070

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 programmatic media oversight/audit. -

- o WV / ADFIN & Assembly - Unique partnership between Assembly and AD FIN about-transparency-1516273201

- 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/assembly-ad-age-s-2018-media-agency-year/312442/

Hope to talk soon,

AA

R

as we discussed based upon valuation below of 30,000,000 STC 4.29% interest is worth $1,287,000 as we are in the process of cleaning up some of our smaller investments we would be interested in selling for our cost of $875,000 which is approx 68% of FMV can you please communicate to existing investors and any other prospects you speak with during this Series A-4 round thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel fax cel

R

any updates on sale of our interest and funding of series a-4 round?
please advise
thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel
fax
cel

A

To

Richard Kahn

No, but let me check in and get back to you

R

To

jeffrey E.

still waiting on response to purchase our interest..

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022

tel 2
fax
cell

J

To

David Mitchell

Forwarded message

From: Richard Kahn <1 Date: Wed, Mar 14, 2018 at 9:00 AM Subject: Fwd: AD/FIN Update & Financing To: "jeffrey E." jeevacation@gmail.com

still waiting on response to purchase our interest..

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022

tel 2
fax
cell

Begin forwarded message:

From: Andrew Altersohn
Subject: Re: AD/FIN Update & Financing
Date: March 13, 2018 at 7:32:50PM EDT
To: Richard Kahn

No, but let me check in and get back to you

On Tue, Mar 13, 2018 at 2:07 PM, Richard Kahn < > wrote:
any updates on sale of our interest and funding of series a-4 round?
please advise
thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel
fax
cel

EFTA00861069

On Feb 26, 2018, at 11:49 AM, Richard Kahn <> wrote:

as we discussed based upon valuation below of 30,000,000 STC 4.29% interest is worth $1,287,000 as we are in the process of cleaning up some of our smaller investments we would be interested in selling for our cost of $875,000 which is approx 68% of FMV can you please communicate to existing investors and any other prospects you speak with during this Series A-4 round thank you

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York, NY 10022
tel fax cel

On Feb 26, 2018, at 10:48 AM, Andrew Altersohn <> wrote:

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 (1x participating preferred, pari 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

• 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

EFTA00861070

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 programmatic media oversight/audit. -

- o WV / ADFIN & Assembly - Unique partnership between Assembly and AD FIN about-transparency-1516273201

- 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/assembly-ad-age-s-2018-media-agency-year/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

On Feb 13, 2018, at 2:55 PM, Andrew Altersohn <> wrote:

EFTA00861071

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

AA

On The, 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 Lexington 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 5 > wrote: thank you both for your time i would prefer a conference call how is tuesday 3pm est? thanks

Richard Kahn
HBRK Associates Inc.
575 Lexington Avenue 4th Floor
New York NY 10022

tel
fax
cell

EFTA00861072

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

АА

Subject: In-person update at ADFIN next week

Sender: David Mitchell
Date: Friday, January 26, 2018, 7:37 AM
Company: Mitchell Holdings LLC
Address: 745 Fifth Avenue, New York NY 10151, USA

Andrew Altersohn
Chief Executive Officer

EFTA00861073

AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

p:
C:
e:

Andrew Altersohn
Chief Executive Officer
AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

p:
HUG C:
e:

Andrew Altersohn
Chief Executive Officer
AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

نة تة

Andrew Altersohn
Chief Executive Officer
AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

p:

C:

e:

EFTA00861074

<ADFIN_Update_022318_aa.pdf>

Andrew Altersohn
Chief Executive Officer
AD/FIN
16 East 34th Street, 15th floor
New York, NY 10016

p:
نة تة C:

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