Epstein Secrets

rs shall consist of Five (5) authorized directors. As of the Closing, the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Jeanne Houweling and David J. Mitchell. David J. Mitchell executes standard form indemnification agreement and is granted an option to purchase 162,143 shares of Co

he address of the last holder of such Securities who has so furnished an address to the Company or (c) 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 with a copy to: DLA Piper LLP (US) 2000 University Avenue

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

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

estor'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 94303-2215 Attn: Matt Oshinsky, Esq. Any party hereto may, by ten

(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

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,

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

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

y read as follows: "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"), Jonathan Leitersdorf (the "Common Holder"), and the purchasers listed on the Schedule of Purchasers

WES1‘244097482.2 3 EFTA00289525 Schedule 2(m) Material Contracts and Obligations Executive Employment Agreement, by and between the Company and Jeanne Houweling, dated November 9, 2012, effective November 5, 2012 (the "Houweling Employment Agreement"). The Company has hired a Vice President of Sales pursuan

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