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(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
days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3. 3.4 Exceptions. The right of first offer contained in this Section 3 shall not apply to issuances by the Company (i) o
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
e shares of Series A Preferred Stock pursuant to the Purchase Agreement, the Company and the Common Holder desire to enter into this Agreement with the Major Investors. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises herein contained, and other consideration, the receipt and adequacy of which he
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
ies A Preferred Stock issued to all Major Investors and Common Holders with the Company's written consent may amend the Agreement. B. The Company, the Major Investors who hold at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to a
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
days after the consummation thereof, the Company shall not thereafter issue or sell any Equity Securities without first offering such securities to the Major Investors pursuant to this Section 3. 3.4 Exceptions. The right of first offer contained in this Section 3 shall not apply to issuances by the Company (i) o
Entities connected to both AdFin Solutions and the Major Investors

George Mitchell
PERSONJonathan Leitersdorf
PERSON
David J. Mitchell
PERSON
Eric Holder
PERSONJeanne Houweling
PERSON
Jeffrey Epstein
PERSONMatt Oshinsky
PERSONthe State of New York
LOCATIONSouthern Trust Company
ORGANIZATIONFirst Refusal
ORGANIZATIONEast Palo Alto
LOCATIONthe Common Stock
ORGANIZATIONDLA Piper LLP
ORGANIZATIONthe Series A Stock
ORGANIZATIONRichard Kirshenbaum
PERSONIncorporation
ORGANIZATIONthe United States Securities and Exchange Commission
LOCATIONCo-Sale Agreement
ORGANIZATIONthe Transfer or Transfers of
ORGANIZATIONthe Common Holder's Stock
ORGANIZATION