EFTA00289722Set 9
2013-07-236p792w
Restricted - See Reverse Side Hereof
A Delaware Corporation
Number Shares
PA-7 800.000
AdFin Solutions, Inc.
This certifies that CVAFH I LLC is the
record holder of Eight Hundred Thousand ... shares
of Series A Preferred Stock of AdFin Solutions, Inc.
Transferable only on the share register of the Corporation, in person or by duly authorized Attorney, upon surrender of this ... Restricted - See Reverse Side Hereof
A Delaware Corporation
Number Shares
PA-8 169.508
AdFin Solutions, Inc.
This certifies that Dani Ilani is the
record holder of One Hundred Sixty-Nine
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289722.pdf
EFTA00289560Set 9
2012-12-28122p36,197w
ADFIN SOLUTIONS, INC.
SERIES A PREFERRED STOCK PURCHASE
AGREEMENT
December 28, 2012
This Series A Preferred Stock Purchase Agreement (this "Agreement") is entered into as
of the date set forth ... Company or (c) if to the Company, at the following address:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York NY 10022
Attn: Jeanne Houweling, CEO
with ... Preferred Stock
Purchase Agreement as of the date first set forth above.
ADFIN SOLUTIONS, INC.
By:
Jeanne Houweling
President and Chief Executive Officer
EFTA00289575
COUNTERPART SIGNATURE PAGE TO
SERIES
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289560.pdf
EFTA00298882Set 9
2012-12-2826p9,661w
ADFIN SOLUTIONS, INC.
INVESTORS' RIGHTS AGREEMENT
December 28, 2012
WFS712400470833
EFTA00298882
ADFIN SOLUTIONS, INC.
INVESTORS' RIGHTS AGREEMENT
This Investors' Rights Agreement (this "Agreement') is made and entered into ... Company, at the address set forth below:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
Ann: Jeanne Houweling, CEO
with a copy to:
DLA Piper LLP (US)
2000 University ... executed this Agreement as of the date
and year first above written.
Company:
AdFin Solutions, Inc.
By: iteN4- ed
e Houweling
President & Chief Executive Officer
Common Holder:
Jonathan Leitersdorf
[SIGNATURE
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298882.pdf
EFTA00299927Set 9
2010-07-3026p3,868w
COMPANY, INC. OF
1,142,857 SHARES OF SERIES A PREFERRED STOCK OF AdFin SOLUTIONS, INC, A
DELAWARE CORP AS OF APRIL 10,2013
CLOSING DOCS
-Table of Contents ... Sole Stockholder, dated Dec. 28, 2012
-Amended & Restated Cert. of Incorporation of AdFin Solutions, Inc
-Delaware Good Standing Certificate, Dated Dec. 28, 2012
-Certified Copy of Date Stamped New York ... Application for Authority of AdFin
Solutions Inc
-SCS Letter, dated April 8, 2013, that AdFin Solutions Inc, is Active and in Good
Standing w/the NY & Delaware Secretaries of State
-Unanimous
https://www.justice.gov/epstein/files/DataSet%209/EFTA00299927.pdf
EFTA00289527Set 9
2013-12-267p884w
ADFIN SOLUTIONS, INC.
ACTION BY WRITTEN CONSENT OF
THE STOCKHOLDERS
The undersigned, constituting the holders of at least 66% of the outstanding shares of Series A
Preferred Stock of AdFin ... MITCHELL
Date December 2013
STOCKHOLDER:
SOUTHERN TRUST COMPANY, INC.
By:
Date December , 2013
[AdFin Solutions, Inc. — Bridge Loan Stockholder Consent Signature Page]
EFTA00289529
This Consent shall be filed with ... Date December al 2013
STOCKHOLDER:
SOUTHERN TRUST COMPANY, INC.
By:
Date December , 2013
[AdFin Solutions, Inc. — Bridge Loan Stockholder Conse
nt Signature Page]
EFTA00289530
This Consent shall be filed with
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289527.pdf
EFTA00289501Set 9
2013-04-056p1,367w
ADFIN SOLUTIONS, INC.
AMENDMENT TO
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
This AMENDMENT TO RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT
(this "Amendment") is entered into ... April 5, 2013 by and among AdFin Solutions, Inc., a
Delaware corporation (the "Company"), the undersigned holders of the Company's Series A
Preferred Stock, (the "Preferred Holders ... 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
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289501.pdf
EFTA00298925Set 9
2012-12-2817p3,993w
ADFIN SOLUTIONS, INC.
VOTING AGREEMENT
This Voting Agreement ("Agreement") is made and entered into as of December 28,
2012 by and among AdFin Solutions, Inc., a Delaware corporation (the "Company ... Exhibit B, and (iii) if to the
Company, at the following address:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York, NY 10022
Attn: Jeanne Houweling ... Investor: Individual Investor:
David J. Mitchell Jonathan Leitersdorf
EFTA00298935
COUNTERPART SIGNATURE PAGE TO ADFIN SOLUTIONS, INC.
VOTING AGREEMENT
Individual Investor: Individual Investor:
David J. Mitchell Jonathaliteit
EFTA00298936
COUNTERPART SIGNATURE PAGE
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298925.pdf
EFTA00289514Set 9
2013-12-269p1,136w
ADFIN SOLUTIONS, INC.
UNANIMOUS WRITTEN CONSENT OF
THE BOARD OF DIRECTORS
December 26 , 2013
The undersigned, being all of the directors (the "Board") of AdFin Solutions, Inc., a Delaware
corporation ... instrument.
Jeanne Houweling
Jodna !gliS :=C—
Gil Mandelzis
Tom Glocer
David J. Mitchell
[AdFin Solutions, Inc. — Bridge Loan Board Consent]
EFTA00289517
this Unanimous Written Consent may be signed ... shall constitute one instrument.
Jeanne Houweling
Jonathan Leitersdorf
Tom Glocer
David J. Mitchell
[AdFin Solutions, Inc. — Bridge Loan Board Consent]
EFTA00289518
This Unanimous Written Consent may be signed
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289514.pdf
EFTA00289554Set 9
2013-07-226p842w
ADFIN SOLUTIONS, INC.
SECOND AMENDMENT TO
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE
AGREEMENT (this "Amendment") is entered into as of July ... among AdFin
Solutions, Inc., a Delaware corporation (the "Company"), and the undersigned holders of the
Company's Series A Preferred Stock (collectively, the "Preferred Holders") for the purpose of
amending ... Preferred Stock Purchase Agreement as of the date first set forth above.
COMPANY:
ADFIN SOLUTIONS, INC.
By:9 -stancs-e--11—Thea------1.--
Jeanne Houweling
President & CEO
STOCKHOLDERS:
JONATHAN LEITERSDORF
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289554.pdf
EFTA00289477Set 9
2013-12-268p3,645w
December 26, 2013
New York, New York
FOR VALUE RECEIVED, AdFin Solutions, Inc., a Delaware company ("Issuer" and/or "Company"),
hereby unconditionally promises to pay to the order of CVAFH ... executed by its duly authorized officer as of December 26 2013.
ISSUER:
ADFIN SOLUTIONS, INC.
By: cree2a4/4..
Avant HannIhsIM • CEO
[AdFin Solutions, Inc. — Unsecured Convertible Promissory Note Signet ... specified below:
Print Name
Sign Name
Date
[Exhibit A to the AdFin Solutions, Inc. Unsecured Convertible Promissory Note]
WES11245597625.6
EFTA00289483
EXHIBIT B
Rights, Preferences and Privileges of the Series
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289477.pdf
EFTA00289929Set 9
2011-04-256p2,047w
ATTACHED IS A TRUE AND CORRECT
COPY OF THE CERTIFICATE OF AMENDMENT OF "ADFIN SOLUTIONS, INC.",
FILED IN THIS OFFICE ON THE TENTH DAY OF APRIL ... FILE
CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
ADFIN SOLUTIONS, INC.
ADFIN SOLUTIONS, INC., a corporation organized and existing under the
provisions of the Delaware ... duly authorized officer of this
corporation this 4th day of April, 2013.
ADFIN SOLUTIONS, INC.
By:
anne Houweling, Prcsidcnt CEO
5
EFTA00289934
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289929.pdf
EFTA00289541Set 9
2013-12-2613p4,788w
December 26, 2013 (this "Agreements), is entered into
by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), and the entity listed on the
schedule of investors attached hereto ... proper and duly
authorized officers as of the date first written above.
COMPANY:
ADFIN SOLUTIONS, INC.
By: ; 72-6„. •
J] ane Flouweling, Presicteitek. CEO
[AdFin Solutions, Inc. - Note Purchase Agreement ... Name: .9 O, in bernaid
Title: C keit 50 areciV 0(Xs-
[AdFin Solutions, Inc. -Note Purchase Agreement Signature Page]
EFTA00289550
SCHEDULE I
SCHEDULE OF INVESTORS
Name and Address Note
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289541.pdf
EFTA00307914Set 9
2011-07-086p1,050w
0O5.133541 (Rev.05110) Page 2 013
EFTA00307916
tin ios000 oot
APPLICATION FOR AUTHORITY
OF
Adfin Solutions, Inc.
MPlen etarperate Name)
Under Section 1304 of the Business Corporation Law
Filed by: Corporate ... BULLOCK, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "ADFIN SOLUTIONS, INC." IS DULY
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN
GOOD ... JULY, A.D.
2011.
AND I DO HEREBY FURTHER CERTIFY THAT THE SAID "ADFIN
SOLUTIONS, INC." WAS INCORPORATED ON THE TWENTY-FIFTH DAY OF
APRIL, A.D. 2011.
AND I DO HEREBY
https://www.justice.gov/epstein/files/DataSet%209/EFTA00307914.pdf
EFTA00298908Set 9
2012-12-2817p4,720w
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 ... 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 ... hereto, and (iii) if to the Company, at
the address set forth below:
AdFin Solutions, Inc.
10 East 53rd Street, 37th Floor
New York, NY 10022
Attn: Jeanne Houweling
https://www.justice.gov/epstein/files/DataSet%209/EFTA00298908.pdf
EFTA00589488Set 9
2013-05-037p1,687w
5/3/13
MEMORANDUM OF TERMS
FOR
PRIVATE PLACEMENT
OF
SERIES B PREFERRED STOCK
OF
ADFIN SOLUTIONS, INC.
The intent of this document is to describe, for negotiation purposes only, some ... terms
of the proposed agreement between [ ] (the "Investor") and AdFin
Solutions, Inc. (the "Company"). This document is not intended to be a binding agreement
between the Investor and the Company ... transactions contemplated
hereby.
WEST\ 240991850.1 6
EFTA00589493
DRAFT 5/3/13
INVESTOR: COMPANY:
I I ADFIN SOLUTIONS, INC.
By: By:
Name: Name:
Title: Title:
SIGNATURE PAGE TO THE ADFIN SOLUTIONS, INC.
SERIES
https://www.justice.gov/epstein/files/DataSet%209/EFTA00589488.pdf
EFTA01084687Set 9
2013-05-037p1,687w
5/3/13
MEMORANDUM OF TERMS
FOR
PRIVATE PLACEMENT
OF
SERIES B PREFERRED STOCK
OF
ADFIN SOLUTIONS, INC.
The intent of this document is to describe, for negotiation purposes only, some ... terms
of the proposed agreement between [ ] (the "Investor") and AdFin
Solutions, Inc. (the "Company"). This document is not intended to be a binding agreement
between the Investor and the Company ... transactions contemplated
hereby.
WEST\ 240991850.1 6
EFTA01084692
DRAFT 5/3/13
INVESTOR: COMPANY:
I I ADFIN SOLUTIONS, INC.
By: By:
Name: Name:
Title: Title:
SIGNATURE PAGE TO THE ADFIN SOLUTIONS, INC.
SERIES
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084687.pdf
EFTA01084609Set 9
2012-12-288p1,198w
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 ... 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
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084609.pdf
EFTA00289682Set 9
2013-04-109p1,303w
ADFIN SOLUTIONS, INC.
COMPLIANCE CERTIFICATE
April 10, 2013
The undersigned, Jeanne Houweling, the duly elected and acting Chief Executive Officer of
AdFin Solutions, Inc., a Delaware corporation (the "Company"), does ... 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
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289682.pdf
EFTA01084606Set 9
2012-12-283p654w
ADFIN SOLUTIONS, INC.
SECOND AMENDMENT TO
SERIES A PREFERRED STOCK PURCHASE AGREEMENT
This SECOND AMENDMENT TO SERIES A PREFERRED STOCK PURCHASE
AGREEMENT (this "Amendment") is entered into as of July ... among AdFin
Solutions, Inc., a Delaware corporation (the "Company"), and the undersigned holders of the
Company's Series A Preferred Stock (collectively, the "Preferred Holders") for the purpose of
amending ... Preferred Stock Purchase Agreement as of the date first set forth above.
COMPANY:
ADFIN SOLUTIONS, INC.
By:
Jeanne Houweling
President & CEO
STOCKHOLDERS:
JONATHAN LEITERSDORF
By:
Name: Jonathan Leitersdorf
DAVID
https://www.justice.gov/epstein/files/DataSet%209/EFTA01084606.pdf
EFTA00289494Set 9
2013-04-057p1,671w
ADFIN SOLUTIONS, INC.
AMENDMENT TO
INVESTORS' RIGHTS AGREEMENT
This AMENDMENT TO THE INVESTORS' RIGHTS AGREEMENT (this
"Amendment") is entered into as of April 5, 2013 by and among AdFin Solutions ... Investors' Rights Agreement as of the date first set forth above.
COMPANY:
ADFIN SOLUTIONS, INC.
By: riaA4-(1-4
Xt/I
cane Houwelin
itt g ---
President & CEO
EFTA00289498
COUNTERPART SIGNATURE PAGE
https://www.justice.gov/epstein/files/DataSet%209/EFTA00289494.pdf