EFTA00289560.txt

"at the offices of DLA Piper LLP (US), counsel to the Company"

"Jeanne Houweling President and Chief Executive Officer [of] ADFIN SOLUTIONS, INC."

"DLA Piper LLP (US) ("DLA"), outside general counsel to the Company"

"Katsky Korins LLP, counsel for David J. Mitchell"

"the Company shall pay the reasonable fees and expenses of Katsky Korins LLP, counsel for David J. Mitchell, up to a maximum of $10,000"

"ADFIN SOLUTIONS, INC. By: /s/ Jeanne Houwelina Jeanne Houweling Chief Executive Officer"

"by and among AdFin Solutions, Inc. a Delaware corporation (the "Company"), Jonathan Leitersdorf (the "Common Holder")"

"ADFIN SOLUTIONS, INC. By: Jeanne Houweling President and Chief Executive Officer"

"Initial Closing — December 28, 2012 Name David J. Mitchell Purchase Price $299,999.88"

"Initial Closing — December 28, 2012 Name Jonathan Leitersdorf Purchase Price $1,499,999.81"

"Subsequent Closing — April 10, 2013 Name Southern Trust Company, Inc. Purchase Price $499,999.94"

"CVAFH I LLC By: Name: How rd W. Lutnick Title: President"

"Subsequent Closing — July 23, 2013 Name CVAFH I LLC Purchase Price $350,000"

"addressed... to the Company, at the following address: AdFin Solutions, Inc. 10 East 53rd Street, 37th Floor New York"

"This Right of First Refusal and Co-Sale Agreement... is made as of the date first set forth above, by and among AdFin Solutions, Inc."

"This Right of First Refusal and Co-Sale Agreement... is made as of the date first set forth above, by and among... Jonathan Leitersdorf"

"AdFin Solutions, Inc. By: Jeanne Houweling Chief Executive Officer"

"COMMON HOLDER: Jonathan Lcitcrsdorf"

"INVESTOR: David J. Mitchell"

"Company: AdFin Solutions, Inc. By: JEanne Houweling President & Chief Executive Officer"

"Jonathan Leitersdorf 3,428,571"

"David J Mitchell 685,714"

"Investor: CVAFI I I I By: Name: Howard W. Lutnick Title: President"

"PREFERRED HOLDER:. SOUTHERN TRUST CO ... Name: Jeffrey Title: President"

"PREFERRED HOLDER: S UTHE,LT ST COMPANX, NC- By: Name: Jeffrey Epste Title: President"

"Southern Trust Company, Inc. 1,428,571 Series A Preferred Stock"

"Jonathan Leitersdorf 8,000,000 Common Stock"

"David J. Mitchell 1,428,571 Series A Preferred Stock"

"One person designated by David J. Mitchell to serve as the Series A Director, who shall initially be David J. Mitchell"

"to serve as an At-Large Director, who initially shall be Jeanne Houweling"

"Jeanne Houweling was recently hired as President and Chief Executive Officer of the Company"

"The Company has received loans totaling approximately $1,500,000 from Jonathan Leitersdorf"

"Jonathan Leitersdorf, a director and sole stockholder of the Company"

"Jonathan Leitersdorf, a director and sole stockholder of the Company"

"the ultimate holding company of Cantor is Cantor Fitzgerald, L.P."

"In connection with the closing of the investment in the Company by CVAFH I LLC ("Cantor") on the date hereof"

"AdFin Solutions, Inc. ... Attn: Jeanne Houweling, CEO"

"INVESTOR: souTHonitikrompANy; By: Name: Jeffrey Epsteid.--- Title: President"

"Investor: CVAFI I LLC By: Name: Howatkl W. Lutnick Title: President"

"The Purchaser is acquiring the Shares and the Conversion Shares (collectively, the "Securities") for investment for the Purchaser's own account"

"each Purchaser agrees, severally and not jointly, to purchase from the Company, the number of Shares set forth opposite the Purchaser's name on the Sc"

"the Board of Directors of the Company"

"transactions that are approved by the Board of Directors"

"The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock"

"the Corporation shall, to the extent it may lawfully do so, redeem the shares specified in such request in one (1) installment"

"DLA Piper LLP (US)... Attn: Matt Oshinsky, Esq."

"prepare and file with the SEC a registration statement with respect to such Registrable Securities"

"a certificate signed by the President or Chief Executive Officer of the Company"

"in the good-faith judgment of the Board of Directors of the Company, it would be materially detrimental to the Company"

"the Board shall consist of Jonathan Leitersdorf, Gil Mandelzis, Roy Lowrance, Jeanne Houweling and David J. Mitchell"