holders of the Company's capital stock have amended the Series A Preferred Stock Purchase Agreement, Investors' Rights Agreement, Voting Agreement, Co-Sale Agreement and Restated Certificate. Signature:I:a-me illansnl no HasseInt; CApf 10.20 ) Email: W137%20825670.3 8 EFTA00289689 AdFin - Series A Complianc

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

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.

such Subsequent Purchaser), the Investors' Rights Agreement attached hereto as Exhibit I) (the "nights Agreement"), the Right of First Refusal and Co-Sale Agreement attached hereto as Exhibit E (the "Co- Sale Agreement") and the Voting Agreement attached hereto as Exhibit F (the "Voting Agreement") and shall hav

therein, dated December 28, 2012, Voting Agreement, by and among the parties listed therein, dated December 28, 2012 and Right of First Refusal and Co-Sale Agreement, by and among the parties listed therein, dated December 28, 2012 as set forth in the amendments to such documents in substantially the form attach

e 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: Name: Tom Glocer SO

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: Name: Tom Glocer SO

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

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

itled "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 Dorsey, Jim McKelvey, Kh