EFTA00289554.pdf

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 22, 2013, by and 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 that certain Series A Preferred Stock Purchase Agreement, dated December 28, 2012, as amended by that certain Amendment to Series A Preferred Stock Purchase Agreement, dated April 10, 2013, (the "Agreement"), by and among the Company and the purchasers set forth on Exhibit A attached thereto (the "Purchasers"). Capitalized terms used in this Second Amendment shall have the same meanings given to them in the Agreement unless otherwise indicated. RECITALS A. Section 8.1 of the Agreement provides that the Purchasers of a 66% majority of the Securities then outstanding, with the Company's written consent, may amend the Agreement on behalf of all of the Purchasers. B. The Company and the Purchasers of a 66% majority of the Securities currently outstanding now desire to amend the Agreement as set forth below. AGREEMENT Therefore, pursuant to Section 8.1 of the Agreement, the Company and the Purchasers of at least a 66% majority of the Securities currently outstanding hereby agree as follows: 1. Exhibit C of the Agreement is hereby amended and restated in its entirety to read as set forth in Schedule I attached hereto. 2. Except as amended hereby, the Agreement remains in full force and effect. 3. This Second Amendment shall be governed in all respects by the internal laws of the State of New York, without reference to principles of choice of law. 4. This Second Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. (remainder of page intentionally left blank] 1 WEST24I5901172.2 EFTA00289554 IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment to Series A 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 By: Name: Jonathan Leitersdorf DAVID J. MITCHELL By: Name: David J. Mitchell SOUTHERN TRUST, INC. By: Jeffrey Epstein, President WFS1\2415901721 EFTA00289555 IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment to Series A 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: ionath DAVID J. MITCHELL By: Name: David J. Mitchell SOUTHERN TRUST, INC. By: Jeffrey Epstein, President WEST \ 2415901722 EFTA00289556 IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment to Series A Preferred Stock Purchase Agreement as of the date first set forth above. COMPANY: ADFIN SOLUTIONS, INC. By: Jeanne I louweling President & CEO STOCKHOLDERS: JONATHAN LEITERSDORF By: Name: Jonathan Lcitersdorf DAVID J. MITCIIELL C By: Name: David J. Mitchell SOUTHERN TRUST, INC. By: Jeffrey Epstein. President NVF47‘2415901721 EFTA00289557 IN WITNESS WHEREOF, each of the parties hereto has executed this Second Amendment to Series A 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 J. MITCHELL By: Name: David J. Mitchell SOUTHERN TI7, INC. By: Jeffrey Epstein, WES1124155,0I72.2 EFTA00289558 SCHEDULE 1 Exhibit C PAYMENT SCHEDULE "Subsequent Investment Schedule" Name of Purchaser Subsequent Investment Amount Investment Type Date Option But Not Obligation to Purchase Jonathan Leitersdorf $125,000 Option But Not Obligation to Purchase Exercise on or before July 31, 2013 David J. Mitchell $125,000 Option But Not Obligation to Purchase Exercise on or before July 31,2013 Southern Trust Company, Inc. $125,000 Option But Not Obligation to Purchase Exercise on or before July 31, 2013 Gil Mandelzis $25,000 Option But Not Obligation to Purchase Exercise on or before July 31, 2013 Dani Ilani $74,160 Option But Not Obligation to Purchase Exercise on or before July 31,2013 CVAFH LLC $350,000 Option But Not Obligation to Purchase Exercise on or before July 31,2013 David J. Mitchell $225,280 Option But Not Obligation to Purchase Exercise on or before August 31, 2013 Southern Trust Company, Inc. $225,280 Option But Not Obligation to Purchase Exercise on or before August 31, 2013 Jonathan Leitersdorf $225,280 Option But Not Obligation to Purchase Exercise on or before August 31, 2013 Total 51,500,000 All of the options listed above may be exercised in whole or in part at the sole discretion of the holder of such options. Notwithstanding anything to the contrary contained in any prior agreement relating to the options described above, the August 31, 2013 options in favor of David J. Mitchell, Southern Trust Company, Inc. and Jonathan Leitersdorf shall remain in full force and effect as to each Purchaser through August 31, 2013, even if such Purchaser fails to exercise all or part of his or its July 31, 2013 option. WEST V41590172.2 EFTA00289559