EFTA00289691.txt

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

"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"

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

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

"Initial Closing — December 28, 2012... David J. Mitchell 685,714 $299,999.88"

"Initial Closing — December 28, 2012... Jonathan Leitersdorf 3,428,571 $1,499,999.81"

"Subsequent Closing — April 10, 2013... Southern Trust Company, Inc. 1,142,857 $499,999.94"

"Subsequent Closing — April 10, 2013... Richard Kirshenbaum 114,286 $50,000.13"

"Subsequent Closing — April 10, 2013... Tom Glocer 228,571 $99,999.81"

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

"each Purchaser agrees, severally and not jointly, to purchase from the Company... with regard to David J. Mitchell... at a purchase price of $0.4375 p"

"The Purchaser has relied only upon the information provided to him or her in writing by the Company"

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

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

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

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

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

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

"if Purchaser, David J. Mitchell, fails to pay all of the Committed Amounts (as set forth on Exhibit C), David J. Mitchell will reimburse the Company"

"PURCHASER: Southern Trust Company, Inc. Name: Jeffrey Epstein Signature: [signed]"

"Each current and former employee, officer and consultant of the Company has executed and delivered an Assignment of Inventions"

"The Purchaser either (i) has a preexisting business or personal relationship with the Company and/or any of its officers, directors or controlling per"

"The Purchaser is an accredited investor as defined in Rule 50I(a) of Regulation D promulgated under the Securities Act"