NOTE PURCHASE AGREEMENT This Note Purchase Agreement, dated as of December 26, 2013 (this "Agreements), is entered into by and among AdFin Solutions, Inc., a Delaware corporation (the "Company"), and the entity listed on the schedule of investors attached hereto as Schedule I (the "Investor"), as such Schedule I may be amended in accordance with Section 9 hereof. RECITALS A. On the terms and subject to the conditions set forth herein, the Investor is willing to purchase from the Company, and the Company is willing to sell to such Investor, an unsecured convertible promissory note in the principal amount of $2,000,000. B. Capitalized terms not otherwise defined herein shall have the meaning set forth in the form of Note (as defined below) attached hereto as Exhibit A. AGREEMENT NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows: I. The Note (a) Issuance of Note. Subject to all of the terms and conditions hereof, the Company agrees to issue and sell to the Investor a convertible promissory note in the form of Exhibit A hereto (the "Note") in the principal amount of $2,000,000. (b) Delivery. The sale and purchase of the Note shall take place at a closing (the -Closing") to be held at such place and time as the Company and the Investor may determine (the "Closing Date") by check or wire of immediately available funds from the Investor to the Company in accordance with the attached Company Wire Instructions (provided below). At the Closing, the Company will deliver to the Investor the Note, against receipt by the Company of $2,000,000 (the "Purchase Price"). (c) Use of Proceeds. The proceeds of the sale and issuance of the Notes shall be used for general corporate purposes and working capital, subject to the terms and conditions of the Note. 2. Representations and Warranties of the Company. Except as set