DAVID J. MITCHELL

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, to fund $1,750,000. Alongside its founder, Jonathan Leitersdorf, Cantor has been funding the Company for the past two years on a bridge loan basis (Exhibit A). The end result is the shares that you purchased a number of years ago will be diluted. In a separate email, I will forward to you the details of the transaction. I have decided to allocate all of my shares into a vehicle structured to make up some of the dilution. Once I make the transfer, I will forward the details of this entity. The basic premise is that I will 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 of the 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 alongside me. I truly thought this would produce a successful return for both of us. I would like to note that I received no benefit from the Company for asking you to invest. I did receive shares for my board participation, which I am also contributing to this vehicle. The irony is the Company is doing quite well and for the first time is achieving meaningful milestones (Exhibit B + Company Overview). My sincere hope is that the Company continues to be on the track and one day the investment that you made to receive the gain that you deserve for the risk. I hope the shares I have allocated to this effort helps to get you much quicker. I will continue to help the Company in anyway possible as I believe in the business and the outstanding team. I deeply appreciative of your friendship, and if you have any questions, please do not hesitate to contact me. David J. Mitchell 801 Madison Avenue, New York, NY 10065 (0) EFTA01084694 NNW Pref Shares Percentage Percentage Post Deal If Rights Fully Pre-Deal Without Rights Subsai bed Pro Rata % o1MPref Shares 3,289,603 Pro Rata al DIM Shares Adding WM Shares Glocer 228,571 1.10% 0.B% o.n% 7.06% 232,192 090,763 Oliver 114285 0.55% 0.12% 0.11% 3.53% 116,0% 230,381 ST 2.781.197 8.8E4 2.81% 2.60% 85.88% 2,83,260 5,406,457 Richard 114285 0.64% 0.12% 0.11% 3.53% 116,0% 230,381 11.11% 3.27% 3.03 100.0% 3,289,643 6,527,%1 Name Pref Shares Pre-Deal without WM Shares New Total Add DJ M shares With WM Shares New % With DIM Shares Glocer 228,571 1.10% 0.23% 232,192 460,763 0.46% Oliver 114,285 055% 0.12% 116,096 230,381 0.23% ST 2,781,197 . 8.82% 2.81% 2,825,260 5,606,457 5.65% Richard 114,285 0.64% 0.12% 116,096 230,381 0.23% 11.11% 3.27% 3,289,643 6,527,981 6.58% 801 Madison Avenue. New York. NY 10065 (o) I EFTA01084695 EXHIBIT A • Cantor and Julserra (Leitersdorf affiliate) will lead the round with a $1.75M investment of new cash at first closing ASAP • Conversion of approximately $7.3M in outstanding debt from Cantor, Julserra, David Mitchell and Southern Trust • Following the initial closing, the Company will offer, for 30 days, an additional $1M to the existing Series A investors (besides Julserra and Cantor) and accredited common stockholders • If such investors do not purchase the full $1M, the Company may sell the remainder to new investors on the same terms for a period of 5 months • All previously issued warrants will be terminated and the Series A will waive their rights to any anti-dilution adjustment [the $0.13 per share purchase price bakes in these presumptions to keep the cap numbers as simple as possible] • $0.13 per share, implying a post-money valuation of $12.8M when factoring in the option pool increase, but assuming the $1M rights offering amount remains unsold • 8% cumulative dividends senior to the Series A & Common • 1X liquidation preference senior to the Series A & Common • Board increased to 7 directors. All chosen by Cantor, but each 10% or greater stockholder will have the right to appoint 1 director — for now only Julserra and the Board must include the CEO. Gil Mandelzis will resign from the Board. The other 4 directors will stay and Howard Lutnick, Jed Kleckner and Henrique de Castro will join the Board. • Cantor will effectively control decision-making power at the Board and stockholder level subject to very limited minority rights protection set out in a new Shareholders Agreement and to fiduciary duties under Delaware law. • Ad Fin will be majority owned by Cantor 801 Madison Avenue, New York, NY 10065 (0) I EFTA01084696 EXHIBIT B 1) Programmatic Study with the ANA, ACA and Ebiquity • Signed - 20+ top brands signed to participate. Data is either beginning to flow or we are working through the process/remaining roadblocks - Clorox, Luxottica, Wendy's, Nissan, Infiniti, GMC, Chevrolet, Cadillac, Buick, Honda, Acura, Kia, Bank of America, Enterprise Rental Cars, Alamo Rental Cars, National Rental Cars, Expedia, Travelocity, Trivago, Hotels.com, Bank of America, Walmart (CA), Shoppers Drug Mart (CA), Atlantic Lottery (CA), Amsterdam Brewery (CA) • Signed, But Paused due to internal issues - Walmart, JCP, Hyundai • In Final Discussion - Pizza Hut, Disney, TD Bank (Canada) • All of this has taken tremendous effort and persistence, but we are finally in a position to conduct the Study • The updated timing for completion of the US Study is now mid-to-late Q2 timing, with the Canadian Study following behind by 1-2 months. 2) Beta / Trial efforts with Agencies/Trading desks • Signed - Huddles Masses, Good Apple, Horizon Media (HX) • In Discussion - Accuen, Assembly, Publicis 4 Partnerships - ongoing R&D and partnership discussions • Nielsen - who reiterated their support for what we are doing and agreed to explore joint R&D together in 2016 • Accuen (part of Omnicom) - the third largest trading desk has asked to review our demo and explore partnership possibilities around an "Audit" offering via AD/FIN • Publicis - have held several senior level meetings where there is interest in working together in 2016+ • AOL - recent discussions with internal teams interested in our platform 801 Madison Avenue, New York, NY 10065 (a) I (f) EFTA01084697 • Others include Turn, Amnet, White Ops, Ad Yapper 5) PR & Press - the AD/FIN focus around pricing transparency and accountability remains a big topic in 2016 • On 2/12, our Op-Ed "Programmatic Media Is Missing Something Big" was published in MediaPost http://bit.ly/1QcpN4W • On 1/29, our Webinar "Seeing Through the Programmatic Financial Fog" via the ANA had 114 people attend (all potential future customers) • Over the past 2 weeks, there have been numerous articles on the battle of media transparency, all creating more interest in AD/FIN http://adage.com/article/agency-news/ana-4a-s-feud-heats-ana- issues-investigation-hotline/302424/ http://adage.com/article/print-edition/ana-4a-s-fracas-shows-client- agency-bond-inoperable/302541/ 5) Team/Resources • To get all of this done in this timeframe, there is a lot to do, primarily getting AD/FIN integrated with 10+ DSPs as soon as possible, and beginning to analyze data we are receiving • We currently have 9 F/T employees (7 Tech/Ops, 2 Biz) and 5 P/T (3 Biz, 2 Tech/Ops) • We are actively recruiting for 4 critical hires - Product, Dev Ops, Business Intelligence, QA, plus 1 Backfill for a departing engineer. 801 Madison Avenue, New York, NY 10065 (a) I (0 EFTA01084698 A Dif I N Powering Independent Programmatic Media Visibility I Transparency I Intelligence INVESTOR OVERVIEW FEB 2016 EFTA01084699 AD/FIN In Summary AD/FIN sits at the intersection of AD-tech • FIN-tech The industry's only H provider of programmatic media intelligence & accountability Proprietary technology processes log-level transaction data at scale from any market DSP/SSP Campaign intelligence Market-level intelligence Te-facto' standard for benchmarks and price discovery Enabling Index-Linked offerings, Proprietary Research, and new ways to Trade/Hedge/Transact media Business model based on volume usage (CPM), SaaS (monthly), and index-linked fees Target users across AD FIN markets: Advertisers: Agencies/Consultants: Financial: • CMOs /CFOs • Media Buyers/Planners • Buy/Sell Side Analysts • Procurement • Analytics/Research • Hedge Funds • Internal Desks • Trading Desks (ATDs) • Consultants Now is the time, while marketers are demanding transparency and shifting billions to this market 2 oAD/FIN Confidential. All Rights Reserved EFTA01084700 WHY AD/FIN AD/FIN EFTA01084701 Programmatic Media is Our New Reality $20B Over S20B Will Be Spent Programmatically Billie US 100X 100X Volume of NASDAQ...More Complex Than Wall Street Gartner 4 ©AD/FIN Confidential. All Rights Reserved 'Source &tinkerer. MA Goagle. MagnaGlobal 1 Growing FAST! Brings great promise. efficiency, targetability, scalability, ROI Brings new, complex, tech-enabled supply chain AD/FIN EFTA01084702 BUT...Growing Integrity Problem <40% <400 Of Every S1 Spent Programmatically Buys Media <50% <5O% Of Programmatic Ads Served Are Ever Seen Go, sle 5 ©AD/FIN Confidential. All Rights Reserved 'Source: ellatketer, WFA. Goode, MagnaGlobal . Most transactions are virtually blind to the buyer and seller Financial `fog' is costing advertisers $$$ potentially skewing key metrics . Advertisers need to take control and demand accountability and visibility AD/f IN EFTA01084703 Advertisers Are In The Dark Over 80% of advertisers know they need better tools and information around the economics of programmatic media • Q: The economics and flow of dollars to execute programmatic media buys are sufficiently clear to me and my team... 6 40/0 14% Yes — we have all the information we need Source: Online poll of 100+ ANA members oAD/FIN Confidential. All Rights Reserved _ No — it remains a 'black box'; We need better information & tools Unsure/No Opinion EFTA01084704 We Power Programmatic Intelligence & Transparency Founded on the belief that markets thrive with greater access to unbiased information AD/FIN brings independent data access & intelligence to programmatic media allowing buyers, agents and sellers to transact with greater confidence, accountability and transparency ©AD/FIN Confidential. All Rights Reserved EFTA01084705 Led By Experts ANDREW ALTERSOHN CHIEF IXECUTIVE OFFICER • 25• year veteran ei digital media and marketing • Previously served as the President of Haves Media, North America • Held leadership roles at interactive pioneer agencies including dotas Publics modem and Navy Interactive • Began his career at mercer management Consulting • Holds an MBA from the University of Michigan and BS in Economics from Marton School. University of Pennsylvania • Served as an advisor/consultant to Smanling, PricingEngine.com 8 ©AdFin. Confidential. All Rights Reserved MILOSZ TANSKI CHIEF TECHNOLOGY OFFICER • 9• years' experience in digital tech. with emphasis on large scale distributed systemS • Previously worked at Apple. Admeld and Barracuda Networks • arclutected Admeld. one of firm PCB exchanges (purchased by Google) • Leader at Apo* on the (Cloud project • Holds a 8 S. In Computer Science from Oakland University • Dreamt about Market Index since building Ad meld AD/fIN EFTA01084706 Backed By Leaders AD/FIN is backed by Cantor Fitzgerald, one of the world's leading financial services firms, and prominent angel investors TOM GLOCER FORMER CEO THOMSON REUTERS JONATHAN LEITERSOOF FOUNDER JULSERRA CAPITAL CHAIRMAS ANC CEC CANTOR FITZGERALD IAD DAVID MITCHELL PRESIDENT MITCHELL HOLDINGS LW 9 oAdFin. Confidential. All Rights Reserved GIL MANDELZIS EXECUTIVE CHRRMANI TRAIANA. INC AD/FIN EFTA01084707 HOW AD/FIN A D/f I N EFTA01084708 Big Data In, Intelligence Out AD/FIN is the only independent entity that can ingest, normalize and process the scale and complexity programmatic transactions: trade logs, ad server, and associated meta data INGEST &AGGREGATE Transaction Log Files Meta-Data Ad Server Data Log Files API Secure Connection Secured Storage Separate Secured Databases -1 O Continuous Data Intake Data Normalization NURP mi EIEpRouss QUERY & OUTPUT Data Compression Market Custom Indices Data Anonymization' • Billions of log files to ingest •daily • Trillions of data points to store•••in perpetuity • Petabyte calculations•••in 'real-time' 11 ©AD/FIN Confidential. All Rights Reserved SECURITY LAYER AD/F1N Firewall / Private Network Secure Databases Secured Customer Data ,/"? -4.- 411/ -4•011 Market & Custom Indices AD/FIN Intelligence Platform CAMPAIGN:CENTRAL. oi User Authentication AD/FIN EFTA01084709 AD/FIN Tools & Services BSA Start with AD:BOX and Leverage Intelligence Tools As Needed CAMPAIGN:CENTRAL' ts; CAMPAIGN:WATCH TM Plan, Bid and Transact Smarter e.g.... - #.' rh Know Where Each S Goes el•••• birVININDE INTELLIGENCE & FORECASTING Enterprise•wide intelligence across all DSPs, SSPs, Channels and partners to drive smarter decision making FEE & PRICE TRANSPARENCY Campaignlevel analysis, scoring and benchmarking to better manage fees, costs, and partners AD:BOX' Never Lose Your Bid Bata oz.- 4; Dropbox DATA INTEGRITY & LOSS PREVENTION Normalized, secure bid data storage • across DSPs/SSPs - for efficient planning, forecasting, and trend analyses 12 eAcIF in. Confidential. All Rights Reserved AD/f I N EFTA01084710 Multi-Phase Roadmap Pricing and intelligence support for next generation media buying, hedging and risk mitigation Bespoke data analysis and market trend reports Market•wide benchmarks, Indices and analysis Enterprise wide programmatic intelligence & benchmarks Per campaign programmatic scorecard & benchmarks Long term, secure bid data storage for planning, forecasting, negotiations DERIVATIVES & RISK PRICING INDEX-LINKED OFFERINGS RESEARCH / CUSTOM ANALYSES MARKET:TRACK CAMPAIGN:CENTRALTM CAM PAIGN:WATCHTM AD:BOXIm AD/FIN TECH & DATA PLATFORM 13 eAdfin. Confidential. All Rights Reserved A S&P DOWJONES INDICES teZi I I ow .1 . 'mint VEHICIA HISTORY MONTS ;.1.` Dropbox AD/f I N EFTA01084711 Partnering to Analyze The Current State Working with 20 Major Brands To Launch Industry-First Programmatic Research APRIL 23. 2015 EBIQUITY AND AD/FIN PARTNER TO BRING FINANCIAL TRANSPARENCY TO PROGRAMMATIC ANFRTISINO Joint Industry Study Will Follow the Dollars and Uncover Market Benchmarks A D/f I N ebiquity Ptik ac Aa Lead the Mete, Communt y Create a data-driven fact base around the economics of programmatic media trading driving greater knowledge into the industry • Flow of dollars from advertisers to exchange • Actual CPM/CPC/CPX, and spread by channel, category, day-part, geo, etc. • Working to non-working ratios, ranges and baselines • Other insights and analyses as data becomes available PARTICIPATION: Up to 20 major advertisers in the US and Canada SCOPE: Up to 90 days of trades; plus potential to go back up to 90 days TIMING: Targeting Q1'16 for data ingestion; 02'16 for study deliverables 14 oAD/FIN Confidential. All Rights Reserved AD/FIN EFTA01084712 Campaign-Level Spend Analysis Total Budget $18.000.1 Estimated Spend to Date (61891 $11,500°' ■ Working Media / Inventory $6,44010 58% ■ Execution $4,713.0 41' ■ %Pi% / ■ Tracing Desk Storting Como( lAcklann Tett Si 38 $675 00 • • $4, 2%•4 172S.00 Manage, OSP DSO SOCMC IS 710000 7 % PlarivisiDSP I.GM $35000 3% SO-Sent* OSP DAA 7275.00 2% • ■ Tootling Data in S335S0 IN Sara / Sere' COD Might. Prob04%. In% 1175.00' DOMONIUSI Oath P•opi• Sivorp SHOW 5% TI-ComPPW. anCn - CO00,11 USA sti.7•• 407% I Gsrpn7 Avprope q°% Seder Avenge 441% .35%_ ...wry AYH'S* e.0% All Data is Illustrative 15 (Main. Confidential. All Rights Reserved EFTA01084713 Campaign-Level Spend Trail Budget Trail .9 A Advertiser 10096 Trading Desk UllistOwn Cdf. Elec.. Fee'. ExchttnporSISS Publisher V?G 996 696 10461 6696 • • 1 $539 $4.75 $3.82 $3.66 $3.32 $3.02 $2.48 All-In Working All Data is Illustrative 16 ©AdFin.Confidential. All Rights Reserved EFTA01084714 Supply & Partner Intelligence Hi! AdFin AdX Illinweilvr. PS Mica - iviaSsnetCaMpens• PskMohr Sr. Supply 80.000. < Waited Oa t 2014 > Ad Csiojortbe • All Data is Illustrative an. 1 . 5 NA 5231 1311=i AppNexus AdX $2.87 Pubmatic $1.67 Display $2.11 Mobile $3.16 Rubicon $1.49 OpenX $2.50 Casale $2.27 Pulsepoint $2.24 Centro -4 $1.38 SI 72 semi Snubs $2.63 'a. 7 7 Rubicon $2.07 17 cAdfin. Confidential. All Rights Reserved EFTA01084715 Historical & Forecasting Intelligence TOW Sadie Peke Spouvo Oa, C1R • On COM Con With Predicti execute bid d informed pric See publisher clearing prices and assess volume and price correlations Moo &deo POP Spmd OsypartIng CPII I IS CO )n Modeling, ecisions with e forecasts Mere CO • ............................... " w" VAX 5000 P.COco:c All Data Data is Illustrative 18 ©AD/f IN Confidential. All Rights Reserved EFTA01084716 Coming Soon: DSP/SSP Optimal Purchase Paths MX °Fed Righthkedia Rubicon Index Exchange Coop A6Sense Thant Nadal BIriOR Meta Nettwrk 10 SRO, 11 hi media 12 lkadeDoubler 13 WebPerbmunce µdaCcsl RedaMath Atha Aksu 140M SSP kelps k4tdeCat $73.6K $23(K $23.5K SI2CK $931( $4.9K SAO $726 56.63 54,8K OUR $193 11.75 $4.7K 14.5K $4.3K 142K 142K 14.1K $4.0K 131K $3.7K 13.7K 13.4K $6.61 WS I 11415 I 510.75 MN, imemi 19 cAD/fIN Confidential. All Rights Reserved All Data is Illustrative EFTA01084717 Coming Soon: Bid Informed Fraud/Viewability Heat Map Trends CPM 59 00 Medf 2.50 NOOPOP RIPOPPOIMP $1.31 3247 $1A$ Din • in, AdX $2.87 (.1!) OLO.: Pubmatic $1.67 Price Spread LiSt Double Click Bid... $2.64 O 54.67 1342 $114 7n. AppNexus $3.19 (P) ff.A 413,E St 6.2 Rubicon $1.49 TapAd $2.59 (!), sV," •.• Pulsepoint $2.24 OpenX $2.50 1.38=r videolouv $6.93 Neap $3.51 $2.07 $2.27 81.72 20 cAllif IN Confidential. All Rights Reserved Compare: None iewable $5.13 Audience Male Or Viewable W Non-Fraudulent ▪ Non-Viewable 51 Fraud Non-viewable $2.56 28 Fraud $1.29 All Data is Illustrative EFTA01084718 Financial Summary Pre-revenue Invested to date = $10M In-process • Debt to Equity Conversion (Feb 2016) Inside Round (Feb 2016)_ $2.0M Targeting B-Round Raise (2016) = $8M-$10.0M Preliminary Business model includes volume (CPM), SaaS, and index-linked fees Project $15-20M in annual profits by 2020 and growing•••plus additional upside from pricing/structuring new Index-Linked Offerings EFTA01084719 ANI AD/f IN EFTA01084720