with a copy to: DLA Piper LLP (US) 2000 University Avenue East Palo Alto, 94303-2215 Attn: Matt Oshinsky, Esq. Any party hereto may, by ten (10) days' prior notice so given, change its address for future notices hereunder. 5.15 Costs and Attorneys' Fees. Notwithstanding any other provision herein, if any action at law or in equity is instituted under or in relation to this Agreement, including without limitation to enforce any provision in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party all fees, costs and expenses of enforcing any right of such prevailing party under or with respect to this Agreement, including without limitation, such reasonable fees and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals. 5.16 Severability. If one or more provisions of this Agreement are held to be invalid, illegal, or unenforceable under applicable law, then such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision(s) had never been contained herein. 5.17 Entire Agreement; Amendment; Waiver. This Agreement, together with all the exhibits hereto, constitutes and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties with respect to the subject matter hereof. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the Company, (ii) the holders of a ninety percent (90%) majority of the Investor Shares, and (iii) the holders of a majority of the Key Holder Shares; provided, however, that any amendment or waiver of this Agreement shall also require the written consent of any party that is adversely affected by such amendment or waiver to a materially greater degree than the other parties hereto. 5.18 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party, upon any breach, default or noncompliance by another party under this Agreement shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. 5.19 Further Assurances. From and after the date of this Agreement, upon the reasonable request of any Stockholder or the Company, the Company and the Stockholders shall 7 WEST2400$2405.6 EFTA00289660

execute and deliver such instruments, documents, or other writings as may be reasonably necessary or desirable to confirm and early out and to effectuate fully the intent and purposes of this Agreement. 5.20 Adjustments for Recapitalization Events. Wherever in this Agreement there is a reference to a specific number of shares of Common Stock or Preferred Stock of the Company or a specific dollar amount per share, then, upon the occurrence of any stock split, stock dividend, reverse stock split or similar recapitalization event affecting such shares, the specific number of shares or dollar amount so referenced in this Agreement shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such class or series of stock of such recapitalization event. 5.21 Aggregation of Stock. All Stockholder Shares held or acquired by a Stockholder and its Affiliates shall be aggregated together for the purpose of determining the availability of any rights of such Stockholder under this Agreement. For purposes of the foregoing, the shares held by any Stockholder that (a) is a partnership or corporation shall be deemed to include shares held by affiliated partnerships or the partners, retired partners, and stockholders of such holder or affiliated partnership, or any spouse, father, mother, brother, sister, lineal descendant of spouse, or lineal descendant (the "Immediate Family") of any such partners, retired partners, and stockholders, and any custodian or trustee for the benefit of any of the foregoing persons and (b) is an individual shall be deemed to include shares held by any members of the Stockholder's Immediate Family or to any custodian or trustee for the benefit of any of the foregoing persons. 5.22 No Heightened Duties. Each party hereby acknowledges and agrees that no fiduciary duty, duty of care, duty of loyalty or other heightened duty shall be created or imposed upon any party to any other party, the Company or other stockholder of the Company, by reason of this Agreement and/or any right or obligation hereunder. None of the Stockholders and no officer, director, stockholder, partner, employee or agent of any Stockholder makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party's execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement. !Signature Page Follows] WE 11240082405.6 8 EFTA00289661

IN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date and year first above written. Company: ALVIN SOLUTIONS, NC. S - J anne Houweling President & Chicf Executive Officer Key Holders: Jonathan Lcitcrsdorf Qn at-ernes cil t , ‘44-,--9---/-.rf • ne Houweling 9 EFTA00289662

EN WITNESS WHEREOF, the parties hereto have executed this Voting Agreement as of the date and year first above written. Company: ADEN SOLUTIONS, INC. Jeanne Houweling Chief Executive Officer Key Holders: JonatIE-citeg::Iorf Jeanne Houweling 9 EFTA00289663

COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC. VOTING AGREEMENT Individual Investor: Individual Investor: David J. Mitchell Jonathan Leitersdoe EFTA00289664

COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC. VOTING AGREEMENT Individual Investor: Individual Investor: Cr" David J. Mitchell Jonathaeciteit EFTA00289665

COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC. VOTING AGREEMENT Individual Investor: David J. Mitchell Indi I Investor: Richar 4 rshenbaum WEST1/42400814 05.7 Individual Investor: Jonathan Leitersdorf EFTA00289666

COUNTERPART SIGNATURE PAGE TO ADPIN SOLUTIONS, INC. VOTING AGREEMENT Individual Investor. Individual Investor: David J. Mitchell Individual Investor. Jonathan Leitersdorf Richard KIrshenbatun Tom Glocer WESTt240063405,1 EFTA00289667

COUNTERPART SIGNATURE PAGE TO VOTING AGREEMENT Investor: CVAFI I I LLC By: Name: Howatkl W. Lutnick Title: President EstrIpme pie 40 fi rb,000 Seivies A 4rt-ferfeA S4ock, Ins4Siwts4+ in Adfrp, So kv+I'atls, EFTA00289668

COUNTERPART SIGNATURE PAGE TO VOTING AGREEMENT INVESTOR: souTHonitikrompANy; By: Nesne: Jeffrey Epsteid.--- Title: President WM2407702262 EFTA00289669

Exhibit A SCHEDULE OF INVESTORS Name Number of Shares Held David J. Mitchell Jonathan Leitersdorf Richard Kirshanbaum Tom Glocer Southern Trust Company, Inc. CVAFH I LLC Dani Mani Gil Mandelzis 1,428,571 3,714,285 114,285 228,571 1,428,571 800,000 169,508 57,142 VVETA2400VAOill EFTA00289670

Exhibit B SCHEDULE OF KEY HOLDERS Name and Address Number of Shares Held Jonathan Leitersdorf 8,000,000 Jeanne Houweling 800,000• • Stock options as of the date of this Agreement. Y/ESTV.40082405 6 EFTA00289671

SCHEDULE OF EXCEPTIONS 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 representations and warranties given in the Agreement. This Schedule of Exceptions and the information and disclosures contained herein are intended only to qualify and limit the representations, warranties and covenants of the Company contained in the Agreement, and shall not be deemed to expand in any way the scope or effect of any of such representations, warranties or covenants. The section numbers in this Schedule of Exceptions correspond to the section numbers in the Agreement; provided, however that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated in any other section of the Agreement where such disclosure would be appropriate and reasonably apparent. Where the terms of a contract, agreement or other disclosure item have been summarized or described in this Schedule of Exceptions, such summary or description does not purport to be a complete statement of the material terms of such contract, agreement or other disclosure item and such summary or description is qualified in its entirety by such contract, agreement or other disclosure item. A disclosure or statement in this Schedule of Exceptions shall not be construed as indicating that such matter is material, has or could have a material adverse effect on the Company or is necessarily required to be disclosed by the Company. No disclosure in this Schedule of Exceptions relating to any possible or alleged breach or alleged violation of any agreement, law or regulation shall be construed as an admission or indication that any such alleged breach or alleged violation exists or has actually occurred or that a basis for any defense to such allegation or claim does not exist or that any basis for any counter-claim or cross-complaint against the claimant does not exist. Capitalized terms used but not defined herein shall have the same meanings given them in the Agreement. WEST,6240I 66418.2 EFTA00289672

Schedule 3.1 Organization and Standing The Company has requested a certificate of good standing from the Secretary of State of the state of New York where it is qualified to do business. Due to excessive orders during the holiday season, the office of the New York Secretary of State has notified us that the certificate of good standing will be issued within to 10-15 business days from the date hereof. The Company will provide the certificate of good standing for the state of New York upon receipt. In the event that the Company is not in good standing in the state of New York, the Company will use commercially reasonable efforts to get back into good standing in the state of New York. WEST,6240I66418.2 EFTA00289673

Schedule 3.3 Capitalization Ari Paparo signed an option agreement for an option to purchase 25,000 shares of Common Stock on December 17, 2012. The Company is currently processing the paperwork and will update the capitalization table and options ledger accordingly. The Company will grant David J. Mitchell an option to purchase 246,964 shares of Common Stock following the Initial Closing. The Company will gross up Jeanne's Houweling's options and grant her an additional option to purchase 246,964 shares of Common Stock following the Initial Closing pursuant to the Houweling Employment Agreement (defined below). WEST 1240I 66418.2 EFTA00289674

Schedule 3.11 Intellectual Property The Company uses open-source components in its software code. The Company believes that the license will not restrict the Company's abilities to use the Company's software commercially, although the Company has not conducted an open-source audit on its software code. WEST,6240I 66418.2 EFTA00289675

Schedule 3.12 Employees Jeanne Houweling was recently hired as President and Chief Executive Officer of the Company and is in the process of signing a form of Assignment of Inventions, Non-Disclosure and Non- Compete Agreement. WEST,6240I 66418.2 EFTA00289676

Schedule 3.15 Material Contracts and Obligations Executive Employment Agreement, by and between the Company and Jeanne Houweling, dated November 9, 2012, effective November 5, 2012 (the "Houweling Employment Agreement"). The Company enters into offer letters with its employees in the ordinary course of business. The Company has received loans totaling approximately $1,500,000 from Jonathan Leitersdorf, a director and sole stockholder of the Company. WES1\240I66418.2 EFTA00289677

Cantor Ventures, L.P. 110 East 59th Street New York, NY 10022 July 2013 AdFin Solutions, Inc. 10 East 53rd Street 37th Floor New York, NY 10022 Ladies and Gentlemen: Reference is made to the Series A Preferred Stock Purchase Agreement, dated as of December 28, 2012, by and among AdFin Solutions, Inc. (the "Company") and the Purchasers, as amended by the Amendment dated as of April 10, 2013 and the Second Amendment dated as of the date hereof (the "SPA"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SPA. In connection with the closing of the investment in the Company by CVAFH I LLC ("Cantor") on the date hereof, the Company and Cantor hereby agree as follows: 1. Notwithstanding anything to the contrary contained in Sections 4.2 and 4.12 of the SPA, Cantor has been formed for the specific purpose of acquiring the Shares and the ultimate holding company of Cantor is Cantor Fitzgerald, L.P., a Delaware limited partnership. The Company acknowledges and agrees that Cantor is not, and will not be, in breach of Sections 4.2 and 4.12 of the SPA and waives any right it may have to sue for any such alleged breach. 2. Except as expressly set forth herein, the SPA remains in full force and effect in accordance with its terms. All references in the SPA to the SPA shall be deemed to be references to the SPA after giving effect to this letter agreement. To the extent any provision of the SPA is inconsistent with this letter agreement, this letter agreement shall control. 3. This letter agreement and all controversies arising hereunder or relating hereto will be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to conflicts of laws principles thereof. Any suit brought by any party relating to this letter agreement shall be brought in the state or federal courts in the Borough of Manhattan in The City of New York. 4. This letter agreement may be executed in any number of counterparts, in each case including by facsimile or portable document format (pdf), each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute but one and the same document. 5. For the purposes of this letter agreement and all agreements executed pursuant hereto, no course of dealing between or among any of the parties hereto and no delay on the part of 64509 v2 EFTA00289678

any party hereto in exercising any rights hereunder or thereunder shall operate as a waiver of the rights hereof and thereof. No provision hereof may be waived otherwise than by a written instrument signed by the party or parties so waiving such covenant or other provision. No amendment to this letter agreement may be made without the written consent of the Company and Cantor. 6. This letter agreement and all its provisions shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. Nothing in this letter agreement, whether expressed or implied, will confer on any Person, other than the parties hereto or their respective permitted successors and assigns, any rights, remedies or liabilities. No party may assign its rights or obligations under this Agreement without the prior written consent of the other parties hereto and any purported assignment without such consent shall be void; provided, however, Cantor may, without the consent of the Company, assign any or all of its rights or obligations hereunder to any of its Affiliates or to any successor in interest. [Signature Page to Follow] 64509 v2 2 EFTA00289679

The foregoing is acknowledged and agreed as of the date first written above. CVAFH I I By: Accepted and Agreed: AdFin Solutions, Inc. By: tAte. eitezceor-S., ame: tine Houweidy Title: eco Name: tiCrwsili •Lv+hiti- Title: Fee( ;dent- (Signature Page to the letter agreement dated as of July 2013 by and between AdFin Solutions, Inc. and CVAFH LLC] Estrot000 Sedvits IV Trek yr esj gook. Verhsittiti 64509 v2 EFTA00289680

ADFIN SOLUTIONS, INC. COMPLIANCE CERTIFICATE July 2013 The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of AdFin Solutions, Inc., a Delaware corporation (the "Company") does hereby certify as follows: 1. The undersigned is familiar with the terms and conditions of the Series A Preferred Stock Purchase Agreement, dated December 28, 2012 (the "Agreement'), as amended, by and among the Company and the investors listed on Exhibit A thereto (the "Purchasers"), and is familiar with the terms and conditions of the various documents mentioned and described in the Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 2. The representations and warranties made by the Company in Section 3 of the Agreement, as modified by the Schedule of Exceptions, as amended and restated in the form attached hereto as Exhibit A (the "Updated Schedule of Exceptions"), are true and correct in all material respects on and as of the date of this Compliance Certificate with the same effect as though such representations and warranties had been made on and as of the date of this Compliance Certificate (except for those representations and warranties which address matters as of a particular date, which shall have been true and correct in material respects as of such particular date). 3. The Company has performed and complied in all material respects with all agreements, obligations and conditions contained in the Agreement that are required to be performed or complied with by it on or before the date of this Compliance Certificate and has obtained all approvals, consents and qualifications necessary to complete the purchase and sale described herein. In witness whereof, the undersigned has signed this Compliance Certificate as of the date first set forth above. came Houweling, President & CEO WEST1241529628.2 1 EFTA00289681