. The Purchasers and the Company shall have entered into the Rights Agreement in substantially the form attached hereto as Exhibit D. 5.5 Right of First Refusal and Co-Sale Agreement. The Co-Sale Agreement in substantially the form attached hereto as Exhibit E shall have been executed and delivered by the p

et forth in subsections (b) and (c) hereof, except that each Common Holder and each Major Investor shall be permitted to Transfer, and the Right of First Refusal shall not apply to the Transfer or Transfers of, in the aggregate over the term of this Agreement, up to five percent (5%) of the Common Holder's St

ppointment of Successor Managers 11 /191060IJ EFTA00283337 4.7 Conflicts of Interest; Confidentiality and Nondisclosure Obligations; Right of First Refusal 12 4.8 Officers; Delegation of Authority 12 4.9 Annual Budget 12 ARTICLE V CAPITAL CONTRIBUTIONS 12 5.1 Initial Capital Contribution 12

intentionally left blank] 3 WEST240770368.I EFTA00289503 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment to Right of First Refusal and Co-Sale Agreement as of the date first set forth above. COMPANY: ADFIN SOLUTIONS, INC. By: otek----1-- Jeanne Houweling President & CEO COM

steil , Title: re WEST240770226.I EFTA00313104 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment to Restated Right of First Refusal and Co-Sale Agreement as of the date first set forth above. PREFERRED HOLDERS: RICHARD KIRSHENBAUM By: Name: Richard Kirshenbaum TOM GLOCER By:

in -- Title: re-,_ WES11240770226.1 EFTA00313108 IN WITNESS WHEREOF, each of the parties hereto has executed this Amendment to Restated Right of First Refusal and Co-Sale Agreement as of the date first set forth above. PREFERRED HOLDERS: RICHARD KIRSHENBAUM By: Name: Richard Kirshenbaum TOM GLOCER By:

and with terms acceptable to the Investors. EFTA00602534 Other Matters Employee Common Stock Vesting: Restrictions on Common Stock: Right of First Refusal and Co-Sale Right: Drag-Along Right: Capitalization Unless otherwise approved by the Board, employee Common Stock shall vest as follows: after 1

bution or approve any repurchase with respect to the Preferred or Common stock. lin cstor Rights • Maintain proportionate ownership; • Right of First Refusal; • Co-Sale Rights; • Drag-Along Rights 5 EFTA00505811 Executive Summary — Organizational Structure Galloway Partners (Mgmt Co) Bruce Gall

3 5.1 Distributions Other Than Upon Winding-Up 13 5.2 Distributions Upon Winding Up 13 ARTICLE VI TRANSFERS AND WITHDRAWALS 14 6.1 Right of First Refusal 14 6.2 Permitted Transfers 16 6.3 Certain Prohibited Transfers 17 6.4 Other Purported Transfers 17 6.5 No Right to Withdraw 18 ARTICLE

3 5.1 Distributions Other Than Upon Winding-Up 13 5.2 Distributions Upon Winding Up 13 ARTICLE VI TRANSFERS AND WITHDRAWALS 14 6.1 Right of First Refusal 14 6.2 Permitted Transfers 16 6.3 Certain Prohibited Transfers 17 6.4 Other Purported Transfers 17 6.5 No Right to Withdraw 18 ARTICLE

3 5.1 Distributions Other Than Upon Winding-Up 13 5.2 Distributions Upon Winding Up 13 ARTICLE VI TRANSFERS AND WITHDRAWALS 14 6.1 Right of First Refusal 14 6.2 Permitted Transfers 16 6.3 Certain Prohibited Transfers 17 6.4 Other Purported Transfers 17 6.5 No Right to Withdraw 18 ARTICLE

See the section titled "Description of Capital Stock—Registration Rights" for additional information regarding these registration rights. Right of First Refusal and Co-Sale Agreement Pursuant to our equity compensation plans and certain agreements with certain holders of our capital stock, including Jack Do

hution or trppiroae ran rcpurch.b.: with respect to die l'n:terred or Common stock. hrentor Rights • Maintain propertionate ownrrihip. • ROI of First Refusal: • Co-Sale Rights. • DratAlons Rights 4 EFTA_R1_0 1947038 EFTA02672822 Executive Summary — Organizational Structure Galloway Partners (Mg

. The Purchasers and the Company shall have entered into the Rights Agreement in substantially the form attached hereto as Exhibit D. 5.5 Right of First Refusal and Co-Sale Agreement. The Co-Sale Agreement in substantially the form attached hereto as Exhibit E shall have been executed and delivered by the p