Epstein Secrets

23 Transfer Restricted - See Reverse Side Hereof A Delaware Corporation Number Shares PA-9 285,714 AdFin Solutions, Inc. This certifies that David J. Mitchell is the record holder of Two Hundred Eighty-Five Thousand Seven Hundred Fourteen shares of Series A Preferred Stock of AdFin Solutions, Inc. Transf

Transfer Restricted - See Reverse Side Hereof A Delaware Corporation Number PA- I I AdFin Solutions, Inc. Shares 285,714 This certifies that Jonathan Leitersdorf is the record holder of Two Hundred Eighty-Five Thousand Seven Hundred Fourteen shares of Series A Preferred Stock of AdFin Solutions, Inc. Transf

15, 2013 in principal amount $280,084.56 between the Company and Jonathan Leitersdorf, or any successor debt instrument; or (e) make any payment to David J. Mitchell (or his affiliates) with respect to the Company's reimbursement payable to David J. Mitchell as of the date of this Agreement in the amount of $56,1

ent of any kind in respect of that certain Unsecured Promissory Note dated November 15, 2013 in principal amount $280,084.56 between the Company and Jonathan Leitersdorf, or any successor debt instrument; or (e) make any payment to David J. Mitchell (or his affiliates) with respect to the Company's reimbursement pa

on the Board shall be 5 directors. Director Appointment WHEREAS, the Board deems it advisable, and in the best interest of the Company, to appoint David J. Mitchell as a member of the Board. RESOLVED, that David J. Mitchell is appointed a member of the Board contingent upon the initial closing of the Series A F

nditions of the Series A Financing are hereby disclosed or made known to the Board; WHEREAS, it is hereby disclosed or made known to the Board that Jonathan Leitersdorf is a director and officer of the Company and is an investor in the Series A Financing, and as such may be an Interested Party and the Series A Fina

. The Company is currently processing the paperwork and will update the capitalization table and options ledger accordingly. The Company will grant David J. Mitchell an option to purchase 246,964 shares of Common Stock following the Initial Closing. The Company will gross up Jeanne's Houweling's options and gran

ters into offer letters with its employees in the ordinary course of business. The Company has received loans totaling approximately $1,500,000 from Jonathan Leitersdorf, a director and sole stockholder of the Company. The Company is in the process of filing provisional patents in an effort to protect its Intellectu

GHTS AGREEMENT] EFTA00298901 COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC. INVESTORS' RIGHTS AGREEMENT Investor• Name: Investor: Name: David J. Mitchell Jonathan Leitersdorf EFTA00298902 COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC. INVESTORS' RIGHTS AGREEMENT Investor: Investor: Nome:

is made and entered into as of December 28, 2012 (the "Effective Date") by and among Adf in Solutions, Inc. a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder"), and the holders of Series A Preferred Stock (the "Series A Stock") as set forth on Exhibit A hereto (the "Holder" or the "In

SCHEDULE OF COMMON HOLDERS AND MAJOR INVESTORS Name Shares Held Jonathan Leitersdorf 8,000,000 Common Stock 3,428,571 Series A Preferred Stock David J. Mitchell 2,285,714 Series A Preferred Stock WEST240047063.6 EFTA00298924

eement (this "Agreement") is made as of the date first set forth above, by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder"), and the purchasers listed on the Schedule of Purchasers to that certain Series A Preferred Stock Purchase Agreement (the "Pu

ings, executing a proxy to vote at any meeting and executing written consents, to cause the election to the Board of: (a) One person designated by David J. Mitchell to serve as the Series A Director, who shalt initially be David J. Mitchell, for so long as such Stockholder and its Affiliates (as defined below)

ether with any subsequent purchasers or transferees who become parties hereto as an Investor pursuant to Sections 5.1 or 5.2, the "Investors"), and Jonathan Leitersdorf and Jeanne I4ouweling (the "Key Holders," or collectively, together with any subsequent purchasers or transferees who become parties hereto as a Ke

be deemed an original, but all of which together shall constitute one instrument. eanne Houweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent may be signed in one or more counterparts, each of which shall be deemed an original, but all of w

in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. eanne Houweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent may be signed in one or more counterparts, each of w

ll be deemed an original, but all of which together shall constitute one instrument. i tA4-4-• H Jonathan Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289516 This Unanimous Written Consent may be signed in one or more counterparts, each o

ned in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. i tA4-4-• H Jonathan Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289516 This Unanimous Written Consent ma

rparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Jonathan Le orf David J. Mitchell WEST\240768952.3 EFTA00289537 This written consent of the stockholders may be executed in counterparts, each of which shall be deemed to be an o

executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Jonathan Leitersdorf David J. Mitchell %VES11240768952.3 EFTA00289538 EXHIBIT A CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION