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ger accordingly. The Company will grant David J. Mitchell an option to purchase 246,964 shares of Common St

holders of the Company's capital stock have amended the Series A Preferred Stock Purchase Agreement, Investors' Rights Agreement, Voting Agreement, Co-Sale Agreement and Restated Certificate. Signature:I:a-me illansnl no HasseInt; CApf 10.20 ) Email: W137%20825670.3 8 EFTA00289689 AdFin - Series A Complianc

EFUSAL AND CO-SALE AGREEMENT INVESTOR: David J. Mitchell EFTA00298919 COUNTERPART SIGNATURE PAGE TO RI

ADFIN SOLUTIONS, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT December 28, 2012 This Right of First Refusal and Co-Sale Agreement (this "Agreement") is made as of the date first set forth above, by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), Jonath

RSDORF By: Name: Jonathan Leitersdorf DAVID J. MITCHELL By: Name: David J. Mitchell EFTA00289504 IN

the undersigned holder of the Common Stock of the Company (the "Common Holder") for the purpose of amending that certain Right of First Refusal and Co-Sale Agreement, dated December 28, 2012 (the "Agreement"), by and among the Company and the stockholders of the Company set forth on Schedule A attached thereto.

RSDORF By: Name: Jonathan Leitersdorf DAVID J. MITCHELL BY: Name: David J. Mitchell EFTA00289510 IN

such Subsequent Purchaser), the Investors' Rights Agreement attached hereto as Exhibit I) (the "nights Agreement"), the Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit E (the "Co- Sale Agreement") and the Voting Agreement attached hereto as Exhibit F (the "Voting Agreement") and shall hav

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

therein, dated December 28, 2012, Voting Agreement, by and among the parties listed therein, dated December 28, 2012 and Right of First Refusal and Co-Sale Agreement, by and among the parties listed therein, dated December 28, 2012 as set forth in the amendments to such documents in substantially the form attach