Epstein Secrets

nditions of the Series A Financing are hereby disclosed or made known to the Board; WHEREAS, it is hereby disclosed or made known to the Board that Jonathan Leitersdorf is a director and officer of the Company and is an investor in the Series A Financing, and as such may be an Interested Party and the Series A Fina

A00289731 with management for the Company, and made such other investigations as it deems advisable in order to determine the fair market value of the Common Stock of the Company and hereby determines such fair market value to be an amount which is not greater than $0.10 per share. RESOLVED FURTHER, that the

is made and entered into as of December 28, 2012 (the "Effective Date") by and among Adf in Solutions, Inc. a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder"), and the holders of Series A Preferred Stock (the "Series A Stock") as set forth on Exhibit A hereto (the "Holder" or the "In

) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or o

eement (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 to that certain Series A Preferred Stock Purchase Agreement (the "Pu

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa

ether with any subsequent purchasers or transferees who become parties hereto as an Investor pursuant to Sections 5.1 or 5.2, the "Investors"), and Jonathan Leitersdorf and Jeanne I4ouweling (the "Key Holders," or collectively, together with any subsequent purchasers or transferees who become parties hereto as a Ke

erminate and be of no further force or effect upon the earliest to occur of (a) the date of the closing of a firmly underwritten public offering of the Common Stock pursuant to a registration statement filed with the Securities and Exchange Commission, and declared effective under the Securities Act, which resul

eement (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 to that certain Series A Preferred Stock Purchase Agreement (the "P

or prospectively) only by the written agreement of the Company and Major Investors who beneficially own at least a ninety percent (90%) majority of the Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors; provided, however, that such rights may not be wa