# Profoundd archive — Epstein Files # Bates number: EFTA01084609 # Title: ADFIN SOLUTIONS, INC. # Dataset: 9 # Pages: 8 # Images: 8 detected # Tags: epstein, doj, dataset-9, image-described # Source PDF: https://profoundd.com/epstein-docs/EFTA01084609/download # Doc viewer: https://profoundd.com/epstein-docs/EFTA01084609 # # Text below is what Profoundd has extracted from the source PDF. # 'ocr-enriched' tag means OCR was applied to scan-only pages. # Image descriptions are AI-generated factual captions (llava:13b). #---------------------------------------------------------------------- === SUMMARY === ADFIN SOLUTIONS, INC. COMPLIANCE CERTIFICATE July_, 2013 The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of AdFin Solutions, Inc., a Delaware corporation (the "Company"), does hereby certify as follows: 1. The undersigned is familiar with the terms and conditions of the Series A Preferred Stock Purchase Agreement, dated December 28, 2012 (the "Agreement"), as amended, by and among the Company and the investors listed on Exhibit A thereto (the "Purchasers") === EXTRACTED TEXT === ADFIN SOLUTIONS, INC. COMPLIANCE CERTIFICATE July_, 2013 The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of AdFin Solutions, Inc., a Delaware corporation (the "Company"), does hereby certify as follows: 1. The undersigned is familiar with the terms and conditions of the Series A Preferred Stock Purchase Agreement, dated December 28, 2012 (the "Agreement"), as amended, by and among the Company and the investors listed on Exhibit A thereto (the "Purchasers") and is familiar with the terms and conditions of the various documents mentioned and described in the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 2. The representations and warranties made by the Company in Section 3 of the Agreement, as modified by the Schedule of Exceptions, as amended and restated in the form attached hereto as Exhibit A (the "Amended and Restated Schedule of Exceptions"), are true and correct in all material respects on and as of the date of this Compliance Certificate with the same effect as though such representations and warranties had been made on and as of the date of this Compliance Certificate (except for those representations and warranties which address matters as of a particular date, which shall have been true and correct in material respects as of such particular date). 3. The Company has performed and complied in all material respects with all agreements, obligations and conditions contained in the Agreement that are required to be performed or complied with by it on or before the date of this Compliance Certificate and has obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein. In witness whereof, the undersigned has signed this Compliance Certificate as of the date first set forth above. Jeanne Houweling, President & CEO WEST241529628.2 1 EFTA01084609 EXHIBIT A AMENDED AND RESTATED SCHEDULE OF EXCEPTIONS WEST241529628.2 2 EFTA01084610 AMENDED AND RESTATED SCHEDULE OF EXCEPTIONS JULY 2013 In connection with that certain Series A Preferred 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 this Schedule of Exceptions to the Company's representations and warranties given in the Agreement, as amended. This Schedule of Exceptions and the information and disclosures contained herein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in the Agreement, and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. The section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement• provided, however, that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent. Where the terms of a contract, agreement or other disclosure item have been summarized or described in this Schedule of Exceptions, such summary or description does not purport to be a complete statement of the material terms of such contract, agreement or other disclosure item and such summary or description is qualified in its entirety by such contract, agreement or other disclosure item. A disclosure or statement in this Schedule of Exceptions shall not be construed as indicating that such matter is material, has or could have a material adverse effect on the Company or is necessarily required to be disclosed by the Company. No disclosure in this Schedule of Exceptions relating to any possible or alleged breach or alleged violation of any agreement, law or regulation shall be construed as an admission or indication that any such alleged breach or alleged violation exists or has actually occurred or that a basis for any defense to such allegation or claim does not exist or that any basis for any counter-claim or cross-complaint against the claimant does not exist. Capitalized terms used but not defined herein shall have the same meanings given them in the Agreement. WEST241529628.2 3 EFTA01084611 Schedule 3.1 Organization and Standing DLA has ordered certificates of good standing from the Delaware and New York Secretaries of State. DLA to provide upon receipt. WEST241529628.2 4 EFTA01084612 Schedule 3.3 Capitalization In a June 26 2013 board meeting (the "June Board Meeting"), the board of directors of the Company (the "Board") approved of an increase of the reserved shares of Common Stock under 2012 Equity Incentive Plan by 600,000 shares of Common Stock. Pursuant to the June Board Meeting, the Board approved option grants to certain employees and advisors as set forth below. Employees: Xiaofei Du Ashish Walia Anthony Cammarata Susan Hamel Franklin Cheung Nicholas Kolba Emily Fuhrman Advisors: Tim Hanlon Richard Kirshenbaum Ari Paparo TOTAL Option Grant 15,000 1,500 15,000 15,000 1,500 4,000 4,000 25,000 20,000 25.000 126,000 In the ordinary course of business the Company provides for option grants to advisors and employees subject to Board approval. Pursuant to the Houweling Employment Agreement (defined below), the Company will gross up Jeanne's Houweling's options and grant her an additional option to purchase shares of Common Stock following the conclustion of the Series A financing round. WEST241529628.2 5 EFTA01084613 Schedule 3.11 Intellectual Property The Company uses open-source components in its software code. The Company believes that the license will not restrict the Company's abilities to use the Company's software commercially, although the Company has not conducted an open-source audit on its software code. The Company has filed Provisional Patent Serial No. 61/751,929 regarding real-time digital asset sampling apparatuses, methods and systems. WEST241529628.2 6 EFTA01084614 Schedule 3.12 Employees The Company has recently brought on several new advisors and employees all of whom have either signed or are in the process of signing a form of Assignment of Inventions, Non-Disclosure and Non-Compete Agreement. WEST241529628.2 7 EFTA01084615 Schedule 3.15 Material Contracts and Obligations Executive Employment Agreement, by and between the Company and Jeanne Houweling, dated November 9, 2012, effective November 5, 2012 (the "Houweling Employment Agreement"). The Company has hired a Vice President of Sales pursuant to the Company's standard offer letter. The Company enters into its standard offer letters with its employees in the ordinary course of business. The Company has filed Provisional Patent Serial No. 61/751,929 regarding real-time digital asset sampling apparatuses, methods and systems. In conjunction with the subsequent Closing on today's date, the Company and the requisite purchasers of the Company's Series A Preferred Stock have executed a Second Amendment to the Agreement. Service Agreement, by and between the Company and Peer39, Inc., dated May 30, 2013. Letter of Agreement, by and between the Company and WIT Strategy, Inc., dated June 4, 2013. The Company pays approximately $10,250 monthly for office space (subleased from Jonathan Leitersdorf), supplies and utility bills. The Company pays approximately $7,500 monthly for a corporate apartment. The Company has entered into an engagement letter with DLA Piper LLP (US), corporate counsel to the Company, and has ongoing obligations pursuant to such engagement letter. The Company has entered into an engagement letter with Cooley LLP, intellectual property counsel to the Company, and has ongoing obligations pursuant to such engagement letter. WEST241529628.2 8 EFTA01084616 === IMAGE DESCRIPTIONS === [Image 1] The image shows a document titled "Compliance Certificate" from "Adams Solutions, Inc." The document is dated July 2017 and is addressed to "James H. Brown, Esq." It includes a statement regarding compliance with the Securities and Exchange Commission's (SEC) rules and regulations. The document mentions a "Series 7" and a "Series 63" certification, which are securities licenses. It also refers to [Image 2] The image shows a document titled "AMENDED AND RESTATED SCHEDULE OF EXECUTIONS." It appears to be a legal or financial document, possibly related to a company's schedule of executions or payments. The document includes a section titled "AMENDED AND RESTATED SCHEDULE OF EXECUTIONS," followed by a list of dates and descriptions, which seem to refer to specific events or deadlines. The document is st [Image 3] The image is a photograph of a document page. The document appears to be a section of an employment contract or agreement, specifically titled "Material Contracts and Obligations." The text on the page includes various clauses and conditions related to the employment relationship between the company and the employee. There are references to confidentiality, intellectual property, and other standar [Image 4] The image is a photograph of a document, specifically a page from a report or presentation. The document contains text and tables. The visible text includes the title "Agenda" followed by a list of topics or points, which are not fully visible in the image. There is also a section titled "Discussion" with a list of names, which are not fully visible. The visible portion of the document includes a [Image 5] The image shows a page from a document, which appears to be a legal or contractual agreement. The text is in English and includes a heading that reads "Schedule 5.11 Individual Property." Below the heading, there is a paragraph that discusses the ownership of intellectual property. The document is structured with numbered sections and subsections, indicating a formal and organized approach to the [Image 6] The image shows a page from a document, which appears to be a section of a manual or a policy document. The text is too small to read clearly, but it seems to be related to employee policies or procedures. The page is numbered "5" and is titled "Employee Handbook." There are no visible names, dates, places, or logos that can be discerned from this image. The document is a standard printed page wit