EFTA02404269

From: David Mitchell < Sent: Tuesday, January i!!!P. To: Jeffrey Epstein Subject: <no subject> Dear Jeffery Happy New Year again, I will see you on Friday morning I just tried you but Lesley told me someone just arrived for a meeting=/div> In brief I wanted to update you on the fundraising in Adfin 1. We completed a $2 million convertible placement with Cantor Ventures at=the end of the year, 2. The Company needed the cash sooner than was p=anned 3. Cantor is doing another $4 million in April targeting = $16-18 million valuation( 100-120% higher than what we paid) 4. Sepa=ate from Cantor effort I am also trying to raise money at higher than $18 =illion valuation (Cantor can match this as they have ROFR) The terms of the $2 million in very high level bullet point are; =/div> • Convertible in to AdFin stock at the lower of 50% higher than we invest=d at or the valuation of the B round (see above) • If and when they =onvert they get a board seat (we will have to increase board to 7 people a= we have 5 now ) • Carries an 8% coupon • Note due in one year=fli> • All shares that they receive have no other special terms *I have an agreement with Jonathan Leitersdorf ,which I am in the proc=ssing now, that he will always vote with us in the event that Cantor conve=ted.Currently we have an agreement which is in effect that either two of t=e three of us (JEE,JL or DJM) could block certain actions of the Company Darren Indyk and I spent some time with the Company counsel going over=the details of the transaction Will give you more color on Friday, David PLEASE NOTE NEW ADDRESS: DAVID MITCHELL EFTA_R1_01443941 EFTA02404269 Mi=chell Holdings LLC 80= MADISON AVENUE Ne= York NY 10065 US= dings 2 EFTA_R1_01443942 EFTA02404270