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. The Purchasers and the Company shall have entered into the Rights Agreement in substantially the form attached hereto as Exhibit D. 5.5 Right of First Refusal and Co-Sale Agreement. The Co-Sale Agreement in substantially the form attached hereto as Exhibit E shall have been executed and delivered by the p
he address of the last holder of such Securities who has so furnished an address to the Company or (c) 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 with a copy to: DLA Piper LLP (US) 2000 University Avenue
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
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
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
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
. The Purchasers and the Company shall have entered into the Rights Agreement in substantially the form attached hereto as Exhibit D. 5.5 Right of First Refusal and Co-Sale Agreement. The Co-Sale Agreement in substantially the form attached hereto as Exhibit E shall have been executed and delivered by the p
he address of the last holder of such Securities who has so furnished an address to the Company or (c) 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 with a copy to: DLA Piper LLP (US) 2000 University Avenue
Entities connected to both First Refusal and AdFin Solutions

George Mitchell
PERSONJonathan Leitersdorf
PERSON
Jeffrey Epstein
PERSON
Eric Holder
PERSONJeanne Houweling
PERSONSouthern Trust Company
ORGANIZATIONCo-Sale Agreement
ORGANIZATIONMatt Oshinsky
PERSONReliance
ORGANIZATIONthe State of New York
LOCATIONthe Common Stock
ORGANIZATIONthe Major Investors
ORGANIZATIONEast Palo Alto
LOCATIONNon-Disclosure
ORGANIZATIONRichard Kirshenbaum
PERSON
the Board of Directors
ORGANIZATIONGil Mandelzis
PERSONNon-Compete Agreement
ORGANIZATIONan Assignment of Inventions
ORGANIZATION
Tom Glocer
PERSON