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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

A00289731 with management for the Company, and made such other investigations as it deems advisable in order to determine the fair market value of the Common Stock of the Company and hereby determines such fair market value to be an amount which is not greater than $0.10 per share. RESOLVED FURTHER, that the

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:

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

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

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

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)

erminate and be of no further force or effect upon the earliest to occur of (a) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act, which resul