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holders of the Company's capital stock have amended the Series A Preferred Stock Purchase Agreement, Investors' Rights Agreement, Voting Agreement, Co-Sale Agreement and Restated Certificate. Signature:I:a-me illansnl no HasseInt; CApf 10.20 ) Email: W137%20825670.3 8 EFTA00289689 AdFin - Series A Complianc

CEPTIONS In connection with that certain Series A Preferred Stock Purchase Agreement, dated as of December 28, 2012 (the "Agreement"), by and among AdFin Solutions, Inc. (the "Company") and each of the Purchasers named therein, the Company hereby delivers this Schedule of Exceptions to the Company's representa

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

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

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.

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