Epstein Secrets

tered into a Voting Agreement in substantially the form attached hereto as Exhibit F. 5.7 Board of Directors. Effective as of the Initial Closing, the Board of Directors shall consist of Five (5) authorized directors. As of the Closing, the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Je

rred Stock purchased by David J. Mitchell shall automatically be converted into Common Stock and David. J. Mitchell's options to purchase additional Series A Preferred Stock pursuant to the Subsequent Investment Schedule above shall automatically terminate. The August 1, 2013 options in favor of David J. Mitchell and Jo

sting under the provisions of the Delaware General Corporation Law (the "DGCL"), incorporated on April 25, 2011. DOES HEREBY CERTIFY: FIRST: That the Board of Directors duly adopted resolutions proposing to amend the Amended and Restated Certificate of Incorporation of this corporation, declaring said amendment to

d Restated Certificate of Incorporation of this corporation, which currently reads as follows: "6. Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding (as adjusted for any Recapitalization Event), the Corporation shall not, without first obtaining the affirmative vote or written co

) hereof. If the Offered Price includes consideration other than cash, the cash equivalent value of the non-cash consideration will be determined by the Board of Directors of the Company in good faith, which determination will be binding upon the Company, the Major Investors and the Common Holder absent fraud or error

rtain Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") who are purchasing more than six hundred thousand (600,0000) shares of Series A Preferred Stock pursuant to the Purchase Agreement (the "Major Investors"). RECITALS A. The Common Holder owns shares of the Company's common stock (the "Common

28, 2012 (STC signed in a subsequent closing as of April 10,2013) -Amendment to Voting Agreement dated April 5, 2013 -Unanimous Written Consent of the Board of Directors, dated Dec. 28, 2012 -Written Consent of Sole Stockholder, dated Dec. 28, 2012 -Amended & Restated Cert. of Incorporation of AdFin Solutions, Inc

corporation of AdFin Solutions, Inc, filed on April 10, 2013 -Capitalization Table as of April 10, 2013 -Stock Certificate for 1,142,857 shares of Series A Preferred Stock -July 16, 2013 Investment POPLAR, INC Organizational -Annual Report, June 30, 2012 -The James E. Cavne Trust #5 BILLING DISPUTE BINDER FOR FOWLE