Epstein Secrets

ear the signature of either or both. 5.4 Record Holder. The corporation shall be entitled to treat the 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

E PAGE TO INVESTORS' RIGHTS AGREEMENT PREFERRED HOLDER: SOUTHERN TRUST CO NY: INC. By: Name: Jeffrey

tein Title: President WES11240770226.2 EFTA00313123 IN WITNESS WHEREOF, each of the parties hereto has executed this Right of First Refusal and Co-Sale Agreement as of the date first set forth above. PREFERRED HOLDER: SOUTHE9I ST COMPANyJNC. By: Name: Jeffrey Epstei Title: President WES11240770361.2 EF

he "Company"), Jonathan Leitersdorf (the "Common Holder"), and the purchasers listed on the Schedule of

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

of the Common Stock of the Company (the "Common Holder") for the purpose of amending that certain Right

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.