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) 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
(i) if to Investor, at the address set forth below such Investor's name on Exhibit A, and (ii) if to the Company, at the address set forth below: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor Ann: Jeanne Houweling, CEO with a copy to: DLA Piper LLP (US) 2000 University Avenue East Palo Alto 94303
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
t the address set forth in the Schedule of Common Holders and Major Investors hereto, and (iii) if to the Company, at the address set forth below: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor New York, NY 10022 Attn: Jeanne Houweling, CEO with a copy to: DLA Piper LLP (US) 2000 University Avenue
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
ii) if to a Key Holder, at the address set forth below such Key Holder's name on Exhibit B, and (iii) if to the Company, at the following address: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor New York, NY 10022 Attn: Jeanne Houweling, CEO WEST? 400824 05 .6 6 EFTA00298930 with a copy to: DLA 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
y read as follows: "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"), Jonathan Leitersdorf (the "Common Holder"), and the purchasers listed on the Schedule of Purchasers
Entities connected to both the Common Stock and AdFin Solutions

Jeffrey Epstein
PERSON
the Board of Directors
ORGANIZATION
George Mitchell
PERSON
Eric Holder
PERSONJonathan Leitersdorf
PERSON
United States
LOCATION
David J. Mitchell
PERSONthe State of New York
LOCATIONSouthern Trust Company
ORGANIZATIONthe Certificate of Incorporation
ORGANIZATIONJeanne Houweling
PERSONthe Board of Directors of
ORGANIZATIONthe "Board
ORGANIZATIONMatt Oshinsky
PERSON
Samantha Power
PERSONFirst Refusal
ORGANIZATIONthe Major Investors
ORGANIZATIONDLA Piper LLP
ORGANIZATIONCo-Sale Agreement
ORGANIZATIONEast Palo Alto
LOCATION