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e subject to and qualified by the rights, powers and preferences of the holders of the Preferred Stock set forth herein. 2. Voting. The holders of the Common Stock are entitled to one vote for each share of Common Stock held at all meetings of stockholders (and written actions in lieu of meetings); provided, h
issuance of the Series AA Shares. NOW, THEREFORE, BE IT RESOLVED: That the Company enter into the Investors' Rights Agreement, Voting Agreement and Co-Sale Agreement, copies of which have been delivered to each director with this consent. RESOLVED FURTHER: That the form, terms and provisions of the Investors' Ri
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
ADFIN SOLUTIONS, INC. RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT December 28, 2012 This Right of First Refusal and Co-Sale Agreement (this "Agreement") is made as of the date first set forth above, by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), Jonath
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
the undersigned holder of the Common Stock of the Company (the "Common Holder") for the purpose of amending that certain Right of First Refusal and Co-Sale Agreement, dated December 28, 2012 (the "Agreement"), by and among the Company and the stockholders of the Company set forth on Schedule A attached thereto.
Entities connected to both the Common Stock and Co-Sale Agreement

Jeffrey Epstein
PERSON
Eric Holder
PERSON
George Mitchell
PERSONSouthern Trust Company
ORGANIZATIONJeanne Houweling
PERSONJonathan Leitersdorf
PERSONFirst Refusal
ORGANIZATIONAdFin Solutions
ORGANIZATION
David J. Mitchell
PERSONthe Major Investors
ORGANIZATION