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 (the "Company"), do hereby adopt the following resolutions by unanimous written consent as authorized by the Bylaws of the Company and Section 141(0 of the Delaware General Corporation Law: Approval of Bridge Loan WHEREAS, the Borax' deems it to be appropriate and in the best interests of the Company to issue and sell up to an aggregate principal amount of $2,000,000 of unsecured convertible promissory notes to provide working capital for the Company (the "Bridge Loan"); and WHEREAS, in connection with the Bridge Loan, the Company will enter into a Note Purchase Agreement dated as of December 26 2013, in substantially the form attached hereto as Exhibit A (the "Note Purchase Agreement"), pursuant to which the Company will accept loans from certain lenders as provided therein (collectively, the "Lenders") pursuant to the terms and conditions of an unsecured convertible promissory note substantially in the form attached hereto as Exhibit B (each a "Note" and collectively, the "Notes"). NOW, THEREFORE, BE IT RESOLVED, that the Bridge Loan be, and it hereby is, approved in all respects; RESOLVED FURTHER, that the Note Purchase Agreement in substantially the form attached hereto as Exhibit A and the Notes in substantially the form attached hereto as Exhibit B and each of them, hereby is approved in all respects; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to accept funds on behalf of the Company in return for the delivery of a Note to each of the Lenders; RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized and directed, in the name and on behalf of the Company, to negotiate or otherwise cause such additions, m