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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
et forth in subsections (b) and (c) hereof, except that each Common Holder and each Major Investor shall be permitted to Transfer, and the Right of First Refusal shall not apply to the Transfer or Transfers of, in the aggregate over the term of this Agreement, up to five percent (5%) of the Common Holder's St
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
intentionally left blank] 3 WEST240770368.I EFTA00289503 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment to Right of First Refusal and Co-Sale Agreement as of the date first set forth above. COMPANY: ADFIN SOLUTIONS, INC. By: otek----1-- Jeanne Houweling President & CEO COM
the right of such Founder to designate a Founder Designee shall lapse and such Founder Designee shall be designated by the holders of a majority of the Common Stock. "cause" shall mean (i) conviction of any felony or any crime involving moral turpitude or dishonesty; (ii) participation in a fraud or act of dish
and with terms acceptable to the Investors. EFTA00602534 Other Matters Employee Common Stock Vesting: Restrictions on Common Stock: Right of First Refusal and Co-Sale Right: Drag-Along Right: Capitalization Unless otherwise approved by the Board, employee Common Stock shall vest as follows: after 1
Entities connected to both the Common Stock and First Refusal

Jeffrey Epstein
PERSON
the Board of Directors
ORGANIZATION
Eric Holder
PERSON
United States
LOCATIONSouthern Trust Company
ORGANIZATIONthe Certificate of Incorporation
ORGANIZATION
George Mitchell
PERSONthe State of New York
LOCATIONJonathan Leitersdorf
PERSONCo-Sale Agreement
ORGANIZATIONAdFin Solutions
ORGANIZATIONLeon Black
PERSON
Samantha Power
PERSON
Wilmington
LOCATIONJeanne Houweling
PERSONMatt Oshinsky
PERSONthe Major Investors
ORGANIZATIONEast Palo Alto
LOCATIONRichard Kirshenbaum
PERSONGil Mandelzis
PERSON