3
Shared Docs
3
Same-Page
3 / 3
Mentions
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
irected to cause certificates representing the Stock to be issued to the Purchasers and the Stock, and the Common Stock issuable upon conversion of the Series A Preferred Stock upon such issuance, shall be fully paid and nonassessable. RESOLVED FURTHER, that 10,250,000 shares of the Company's Common Stock are hereby reser
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
Drag-Along Right. In the event that the Board of Directors and the holders of a majority of the Key Holder Shares and also the requisite majority of the Series A Preferred Stock pursuant to Article IV Section 6 of the Certificate of Incorporation (collectively, the "Requisite Parties"), approve a transaction that is deemed
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
nt. B. The Company, the Major Investors who hold at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors and Common Holders now desire to amend the Agreement as set forth below. AGREEMENT Therefore, pursuant to Section 9
Entities connected to both Jonathan Leitersdorf and the Series A Preferred Stock

George Mitchell
PERSONAdFin Solutions
ORGANIZATION
David J. Mitchell
PERSONJeanne Houweling
PERSON
Eric Holder
PERSONthe Common Stock
ORGANIZATIONGil Mandelzis
PERSONRoy Lowrance
PERSON