Epstein Secrets

Board of: (a) One person designated by David J. Mitchell to serve as the Series A Director, who shalt ini

ding meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board of Directors (the "Board") shall be set at five (5) directors. 2.2 Board Composition. Each of the Stockholders shall vote all of their Stockholder Shares, and shall take a

Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent

aware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the board of directors (the "Board") of the Company has determined that it is in the best interests of the Company and its stockholders to amend its Amended and Restated Certificate

Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Conse

ADFIN SOLUTIONS, INC. UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS December 26 , 2013 The undersigned, being all of the directors (the "Board") of AdFin Solutions, Inc., a Delaware corporation (the "Company"), do hereby adopt the following resolutions by unanimous written consent as autho

the same instrument. Jonathan Le orf David J. Mitchell WEST\240768952.3 EFTA00289537 This written co

aware General Corporation Law: Certificate of Amendment of the Amended and Restated Certificate of Incorporation. WHEREAS, the Board of Directors (the "Board") of the Company believes it is in the best interests of the Company and its stockholders to approve a certificate of amendment of the Amended and

ll of which together shall constitute one and the same instrument. STOCKHOLDER: JONATHAN LEITERSDORF Date December , 2013 STOCKHOLDER: DAVID!. MITCHELL Date December al 2013 STOCKHOLDER: SOUTHERN TRUST COMPANY, INC. By: Date December , 2013 [AdFin Solutions, Inc. — Bridge Loan Stockholder Con

"), hereby consent that the following actions be taken by written consent: Approval of Bridge Loan WHEREAS, the board of directors of the Company (the "Board") approved the sale and issuance of up to an aggregate of $2,000,000 of unsecured convertible promissory notes (the "Notes") pursuant to the Note P

chedule of Purchasers and with regard to David J. Mitchell as set forth opposite his name on the Payment Sc

ding meetings, executing a proxy to vote at any meeting and executing written consents, in order to ensure that the size of the Board of Directors (the "Board") shall be set at five (5) directors. 2.2 Board Composition. Each of the Stockholders shall vote all of their Stockholder Shares, and shall take a