rred Stock purchased by David J. Mitchell shall automatically be converted into Common Stock and David. J. Mitchell's options to purchase additional Series A Preferred Stock pursuant to the Subsequent Investment Schedule above shall automatically terminate. The August 1, 2013 options in favor of David J. Mitchell and Jo

d Restated Certificate of Incorporation of this corporation, which currently reads as follows: "6. Protective Provisions. So long as any shares of Series A Preferred Stock are outstanding (as adjusted for any Recapitalization Event), the Corporation shall not, without first obtaining the affirmative vote or written co

rtain Series A Preferred Stock Purchase Agreement (the "Purchase Agreement") who are purchasing more than six hundred thousand (600,0000) shares of Series A Preferred Stock pursuant to the Purchase Agreement (the "Major Investors"). RECITALS A. The Common Holder owns shares of the Company's common stock (the "Common

corporation of AdFin Solutions, Inc, filed on April 10, 2013 -Capitalization Table as of April 10, 2013 -Stock Certificate for 1,142,857 shares of Series A Preferred Stock -July 16, 2013 Investment POPLAR, INC Organizational -Annual Report, June 30, 2012 -The James E. Cavne Trust #5 BILLING DISPUTE BINDER FOR FOWLE

e "Voting Agreement") and shall have the rights and obligations, and be treated as, a Purchaser hereunder and thereunder. Each closing of a sale of Series A Preferred Stock to one or more Subsequent Purchasers shall be deemed to be a Closing for purposes of this Agreement. Each Purchaser hereby agrees to waive any righ

Preferred Stock of AdFin Solutions, Inc, a Delaware Corp as of April 10, 2013 was missing the last item: Stock Certificate for 1,142,857 shares of Series A Preferred Stock EFTA00392047

these shares can be sold under this Purchase Agreement unless they have sought a waiver from the holders of a majority of the outstanding shares of Series A Preferred Stock. Jeffrey's lawyer asked to see these docs as well, so once I hear back from him, we can follow up with the company's lawyer to make sure that issue

and unpaid dividends, without accumulation of any undeclared dividends VOTING RIGHTS: None, except with respect to certain changes in the terms of Series A Preferred Stock and in the case of certain dividend non-payments LISTING: Not Listed DRD/QDI ELIGIBLE: Yes USE OF PROCEEDS: To finance acquisition of Aperture

and unpaid dividends, without accumulation of any undeclared dividends VOTING RIGHTS: None, except with respect to certain changes in the terms of Series A Preferred Stock and in the case of certain dividend non-payments LISTING: Not Listed DRD/QDI ELIGIBLE: Yes JOINT LEAD MANAGERS: CS(B&D)/GS/JPM/MS EFTA_R1_001060