Transfer Restricted - See Reverse Side Hereof A Delaware Corporation Number PA- I I AdFin Solutions, Inc. Shares 285,714 This certifies that Jonathan Leitersdorf is the record holder of Two Hundred Eighty-Five Thousand Seven Hundred Fourteen shares of Series A Preferred Stock of AdFin Solutions, Inc. Transf

ent of any kind in respect of that certain Unsecured Promissory Note dated November 15, 2013 in principal amount $280,084.56 between the Company and Jonathan Leitersdorf, or any successor debt instrument; or (e) make any payment to David J. Mitchell (or his affiliates) with respect to the Company's reimbursement pa

nditions of the Series A Financing are hereby disclosed or made known to the Board; WHEREAS, it is hereby disclosed or made known to the Board that Jonathan Leitersdorf is a director and officer of the Company and is an investor in the Series A Financing, and as such may be an Interested Party and the Series A Fina

ive as of the Initial Closing, the Board of Directors shall consist of Five (5) authorized directors. As of the Closing, the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Jeanne Houweling and David J. Mitchell. David J. Mitchell executes standard form indemnification agreement and is gran

ters 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. The Company is in the process of filing provisional patents in an effort to protect its Intellectu

is made and entered into as of December 28, 2012 (the "Effective Date") by and among Adf in Solutions, Inc. a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder"), and the holders of Series A Preferred Stock (the "Series A Stock") as set forth on Exhibit A hereto (the "Holder" or the "In

eement (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 to that certain Series A Preferred Stock Purchase Agreement (the "Pu

ether with any subsequent purchasers or transferees who become parties hereto as an Investor pursuant to Sections 5.1 or 5.2, the "Investors"), and Jonathan Leitersdorf and Jeanne I4ouweling (the "Key Holders," or collectively, together with any subsequent purchasers or transferees who become parties hereto as a Ke

eement (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 to that certain Series A Preferred Stock Purchase Agreement (the "P

se or proceeding shall not be dismissed or discharged within twenty (20) days of commencement; or (e) Sale of Securities by Key Persons. Either of Jonathan Leitersdorf or David J. Mitchell (including any of the entities owned by or affiliated with such Persons) sell all or any portion of their equity securities in

in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. eanne Houweling Jonathan Leitersdorf Gil Mandelzis Tom Glocer David J. Mitchell 3 EFTA00289487 This Unanimous Written Consent may be signed in one or more counterparts, each of w

ned in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. i tA4-4-• H Jonathan Leitersdorf Gil Mandelzis Torn Gloccr David J. Mitchell lAdFin Solutions, Inc. - Bridge Loan Board Consent) EFTA00289516 This Unanimous Written Consent ma

executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Jonathan Leitersdorf David J. Mitchell %VES11240768952.3 EFTA00289538 EXHIBIT A CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

eement: Drag Along: Closing Conditions: Expenses: The Company, the holders of the Series A Preferred, the holders of the Series B Preferred, and Jonathan Leitersdorf (the "Founder") in his capacity as a common stock holder shall enter into an Amended and Restated Investors' Rights Agreement which shall contain,

now ) • Carries an 8% coupon • Note due in one year=fli> • All shares that they receive have no other special terms *I have an agreement with Jonathan Leitersdorf ,which I am in the proc=ssing now, that he will always vote with us in the event that Cantor conve=ted.Currently we have an agreement which is in ef

ive as of the Initial Closing, the Board of Directors shall consist of Five (5) authorized directors. As of the Closing, the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Jeanne Houweling and David J. Mitchell. David J. Mitchell executes standard form indemnification agreement and is gran