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 as of 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"), and 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. Capitalized terms used in this Amendment shall have the same meanings given to them in the Agreement unless otherwise indicated. RECITALS A. Section 9(d) of the Agreement provides that the Major Investors holding at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors and Common Holders with the Company's written consent may amend the Agreement. B. The Company, the Major Investors who hold at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors and Common Holders now desire to amend the Agreement as set forth below. AGREEMENT Therefore, pursuant to Section 9(d) of the Agreement, the Company, the Major Investors who hold at least ninety percent (90%) of the shares of Common Stock issuable or issued upon conversion of the Series A Preferred Stock issued to all Major Investors and Common Holders, hereby agree as follows: 1. The section of the Agreement, which previously read as follows: "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 "Com