ADFIN SOLUTIONS, INC. ACTION BY WRITTEN CONSENT OF THE STOCKHOLDERS The undersigned, constituting the holders of at least 66% of the outstanding shares of Series A Preferred Stock of AdFin Solutions, Inc., a Delaware corporation (the "Company"), hereby consent that the following actions be taken by written consent: Approval of Bridge Loan WHEREAS, the board of directors of the Company (the "Board") approved the sale and issuance of up to an aggregate of $2,000,000 of unsecured convertible promissory notes (the "Notes") pursuant to the Note Purchase Agreement, dated December 26 2013 (the "Note Purchase Agreement"), in substantially the form attached hereto as Exhibit A (the "Bridge Loan"); WHEREAS, Article IV, section 6, subsection (h) of the Company's amended and restated certificate of incorporation, as amended from time to time (the "Restated Certificate"), requires the written consent of the holders of at least 66% of the voting power represented by the outstanding shares of the Company's Series A Preferred Stock, voting together as a separate class (the "Protective Provision Requisite Holders"), before authorizing the issuance of any debt security of the Company exceeding $250,000; and WHEREAS, the undersigned stockholders, constituting at least the Protective Provision Requisite Holders, desire to consent to the Bridge Loan, and the execution and delivery by the Company of the Note Purchase Agreement and the Notes. NOW, THEREFORE, BE IT RESOLVED, that in accordance with Article IV, section 6, subsection (h) of the Restated Certificate, the undersigned stockholders, constituting at least the Protective Provision Requisite Holders, hereby consent to, approve and ratify the Bridge Loan, the Note Purchase Agreement (including, without limitation, the Company's covenants set forth in Sections 4 and 5 of thereof) and the Notes. RESOLVED, FURTHER, that the undersigned stockholders consent to take all necessary corporate action and deliver al