Epstein Secrets

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

which shall be deemed an original, but all of which together shall constitute one instrument. eanne Houweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent may be signed in one or more counterparts, each of which shall be deemed an ori

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

f which shall be deemed an original, but all of which together shall constitute one instrument. Jeanne Houweling Jod !gliS :=C— na Gil Mandelzis Tom Glocer David J. Mitchell [AdFin Solutions, Inc. — Bridge Loan Board Consent] EFTA00289517 this Unanimous Written Consent may be signed in one or more c

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

— April 10, 2013 Aggregate Name No. of Shares Purchase Price David J. Mitchell 457,143 $200,000.06 Richard Kirshenbaum 114,286 $50,000.13 Tom Glocer 228,571 $99,999.81 Southern Trust Company, Inc. 1,142,857 $499,999.94 Total 6,057,142 $2,649,999.63 EFTA00289584 Exhibit A SCHEDULE OF PU