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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-7 AdFin Solutions, Inc. This certifies that CVAFH I LLC is the record holder of Eight Hundred Thousand shares of Series A Preferred Stock of AdFin Solutions, Inc.
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
ly authorized officers as of the date first written above. COMPANY: ADFIN SOLUTIONS, INC. By: ; 72-6„. • J] ane Flouweling, Presicteitek. CEO [AdFin Solutions, Inc. - Note Purchase Agreement Signature Page) tat • EFTA00289549 The parties have caused this Agreement to be duly executed and delivered by th
. 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
CEPTIONS 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 representa
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:
(i) if to Investor, at the address set forth below such Investor's name on Exhibit A, and (ii) if to the Company, at the address set forth below: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor Ann: Jeanne Houweling, CEO with a copy to: DLA Piper LLP (US) 2000 University Avenue East Palo Alto 94303
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
t the address set forth in the Schedule of Common Holders and Major Investors hereto, and (iii) if to the Company, at the address set forth below: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor New York, NY 10022 Attn: Jeanne Houweling, CEO with a copy to: DLA Piper LLP (US) 2000 University Avenue
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)
ii) if to a Key Holder, at the address set forth below such Key Holder's name on Exhibit B, and (iii) if to the Company, at the following address: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor New York, NY 10022 Attn: Jeanne Houweling, CEO WEST? 400824 05 .6 6 EFTA00298930 with a copy to: DLA P
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
, but all of which together shall constitute one instrument. Jeanne flouweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell (AdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289520 EXHIBIT A NOTE PURCHASE AGREEMENT [SEE ATTACHED] WEST245597623.2 EFTA00289521 EXHIBIT B FOR
dated August 22, 2013. The Company has an outstanding demand note in the amount of $280,084.56 payable to Jonathan Leitersdorf. The Company owes David J. Mitchell a total of $56,192 in reimbursable expenses. AdFin Statement of Work to Implement Salesforce.com, by and between Kovida Interactive Solutions and t
ecember 26, 2013 In connection with that certain Note Purchase Agreement, dated as of December 26, 2013 (as amended, the "Agreement"), by and among AdFin Solutions, Inc. (the "Company") and the Investor named therein, the Company hereby delivers this Schedule of Exceptions to the Company's representations and
Entities connected to both David J. Mitchell and AdFin Solutions

George Mitchell
PERSON
Jeffrey Epstein
PERSON
NEW YORK NY
LOCATIONJonathan Leitersdorf
PERSONJeanne Houweling
PERSON
Eric Holder
PERSONthe State of New York
LOCATIONDLA Piper LLP
ORGANIZATIONNon-Disclosure
ORGANIZATIONGil Mandelzis
PERSONMatt Oshinsky
PERSONthe Common Stock
ORGANIZATIONthe "Board
ORGANIZATIONSouthern Trust Company
ORGANIZATIONEast Palo Alto
LOCATIONRichard Kirshenbaum
PERSON
Tom Glocer
PERSONCo-Sale Agreement
ORGANIZATIONNon-Compete Agreement
ORGANIZATIONthe Major Investors
ORGANIZATION