Epstein Secrets

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

ii) if to a Key Holder, at the address set forth below such Key Holder's name on Exhibit B, and (iii) 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 WEST? 400824 05 .6 6 EFTA00298930 with a copy to: DLA P

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

, but all of which together shall constitute one instrument. Jeanne flouweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell (AdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289520 EXHIBIT A NOTE PURCHASE AGREEMENT [SEE ATTACHED] WEST245597623.2 EFTA00289521 EXHIBIT B FOR

"), 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

original, but all of which together shall constitute one and the same instrument. STOCKHOLDER: CVAFH I, LLC By: dy,A Date December 26 , 2013 [AdFin Solutions, Inc. - Bridge Loan Stockholder Consent Signature Page] WES11245599124.2 EFTA00289532 EXHIBIT A NOTE PURCHASE AGREEMENT [SEE ATTACHED] WES-112

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

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