Adfitech Inc (fka ADFT)

[Enterprising Investor]

Tender Offer (5/24/12)

Terms: 05/24/12 13:57:04 ADFITECH, INC. IS OFFERING TO PURCHASE FOR CASH UP TO $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS 8.0% SENIOR SECURED NOTES DUE 2020 ON THE TERMS BY WAY OF A DUTCH AUCTION. HOLDERS MAY SELECT THE PRICE WITHIN THE PRICE RANGE OF $650.00 TO $750.00 FOR EACH $1000. PRINCIPAL AMOUNT OF THE NOTES IN INCREMENTS OF $10.00. THIS OFFER IS SUBJECT TO PRORATION. CONCURRENTLY, THE COMPANY IS SOLICITING CONSENTS TO CERTAIN PROPOSED AMENDMENTSTO THE INDENTURE THAT GOVERNS THE NOTES. AS CONSIDERATION TO THE HOLDERS FOR PROVIDING THEIR CONSENT TO THE COVENANT AMENDMENTS, THE COMPANY WILL, SUBJECT TO OBTAINING THE REQUISITE CONSENTS, ALSO AMEND THE INDENTURE TO REDUCE TSTATED MATURITY OF THE NOTES BY TWO YEARS FROM MARCH 15, 2020 TO MARCH 15, 2018, WHICH WILL RESULT IN AN INCREASE OF THE YIELD TO MATURITY ON THE NOTES FROM 18.48% TO 20.81%. A HOLDER'S CONSENT TO THE COVENANT AMENDMENTS SHALL BE DEEMED TO BE A CONSENT TO THE STATED MATURITY AMENDMENT. ANY HOLDER WHO TENDERSNOTES MUST ALSO CONSENT TO THE PROPOSED AMENDMENTS. HOLDERS WHO VALIDLY TENDER THEIR NOTES WILL BE DEEMED TO HAVE DELIVERED THEIR CONSENTS BY VIRTUE OF SUCH TENDER, EVEN IF NONE OF SUCH HOLDER'S TENDERED NOTES ARE ACCEPTED FOR PURCHASE IN THE TENDER OFFER. NOTES MAY ONLY BE TENDERED AND CONSENTED IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLES THEREOF. NOTES MAY ONLY BE TENDERED AND CONSENTS MAY ONLY BE DELIVERED IN RESPECT OF NOTES, IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLES THEREOF. INFORMATION AGENT: GEORGESON COMPANY TELEPHONE: 866-

Terms: 05/24/12 13:57:26 ADFITECH, INC. IS SOLICITING CONSENTS TO CERTAIN PROPOSED AMENDMENTS TO THE INDENTURE THAT GOVERNS ITS 8.0% SENIOR SECURED NOTES DUE 2020. AS CONSIDERATIONTO THE HOLDERS FOR PROVIDING THEIR CONSENT TO THE COVENANT AMENDMENTS, THE COMPANY WILL, SUBJECT TO OBTAINING THE REQUISITE CONSENTS, ALSO AMEND THE INDENTURE TO REDUCE THE STATED MATURITY OF THE NOTES BY TWO YEARS FROM MARCH 15, 2020 TO MARCH 15, 2018, WHICH WILL RESULT IN AN INCREASE OF THE YIELD TO MATURITY ON THE NOTES FROM 18.48% TO 20.81%. A HOLDER'S CONSENT TO THE COVENANTAMENDMENTS SHALL BE DEEMED TO BE A CONSENT TO THE STATED MATURITY AMENDMENT. NOTES MAY ONLY BE CONSENTED IN PRINCIPAL AMOUNTS OF $1.00 OR INTEGRAL MULTIPLESTHEREOF. INFORMATION AGENT: GEORGESON COMPANY TELEPHONE: [phone]