Epstein Secrets

ADFIN SOLUTIONS, INC. COMPLIANCE CERTIFICATE April 10, 2013 The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of AdFin Solutions, Inc., a Delaware corporation (the "Company"), does hereby certify as follow

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

eto, 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 East Palo Alto, 94303-2215 Fax. Attn: Matt Oshinsky, Esq. Any party hereto may,

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

s Amendment to Right of First Refusal and Co-Sale Agreement as of the date first set forth above. COMPANY: ADFIN SOLUTIONS, INC. By: otek----1-- Jeanne Houweling President & CEO COMMON HOLDER: JONATHAN LEITERSDORF By: Name: Jonathan Leitersdorf PREFERRED HOLDERS: JONATHAN LEITERSDORF By: Name: Jonatha

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.

to Series A Preferred Stock Purchase Agreement as of the date first set forth above. COMPANY: ADFIN SOLUCTIONS, INC. By: ,- 0-114"(-J t e M'S --- Jeanne Houweling President & CEO STOCKHOLDERS: JONATHAN LEITERSDORF By: Name: Jonathan Leitersdorf DAVID J. MITCHELL BY: Name: David J. Mitchell EFTA00289510

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

nt may be signed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. Jeanne Houweling Gil Mandelzis Tom Glocer David J. Mitchell WCS1 \ 240768917.3 3 EFTA00289488 This Unanimous Written Consent may be signed in one or more counte

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