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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
y the holders of a majority of the outstanding shares of Common Stock to serve as the Common Directors who shall initially be Jonathan Leitersdorf, Gil Mandelzis and Roy Lowrance; and (c) One person designated by the holders of a majority of the outstanding shares of Preferred Stock and Common Stock, voting
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
parts, each of 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 d
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
nterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. i tA4-4-• H Jonathan Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289516 This Unanimous Written Consent may be signed in
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
Closing, the Board of Directors 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 t
Entities connected to both the "Board and Gil Mandelzis

Jeffrey Epstein
PERSON
George Mitchell
PERSONJonathan Leitersdorf
PERSON
Eric Holder
PERSON
David J. Mitchell
PERSONAdFin Solutions
ORGANIZATION
Tom Glocer
PERSON
United States
LOCATION
George W. Bush
PERSONthe Common Stock
ORGANIZATION
Samantha Power
PERSON
the Board of Directors
ORGANIZATIONSouthern Trust Company
ORGANIZATIONRoy Lowrance
PERSONMatt Oshinsky
PERSONRichard Kirshenbaum
PERSONJeanne Brennan
PERSONthe Bylaws of the Company and Section 141(0
ORGANIZATION
THE BOARD OF DIRECTORS
ORGANIZATIONthe Certificate of Incorporation
ORGANIZATION