ADFIN SOLUTIONS, INC. SERIES A PREFERRED STOCK PURCHASE AGREEMENT December 28, 2012 This Series A Preferred Stock Purchase Agreement (this "Agreement") is entered into as of the date set forth above between AdFinSolutions, Inc., a Delaware corporation (the "Company") and the undersigned purchasers (each a "Purchaser" and collectively, the "Purchasers") set forth on the Schedule of Purchasers attached hereto as Exhibit A (the "Schedule of Purchasers"). The parties hereby agree as follows: SECTION 1 AUTHORIZATION AND SALE OF SECURITIES 1.1 Authorization. The Company has, or before the Closing (as defined in Section 2.1) will have, duly authorized the sale and issuance pursuant to the terms and conditions hereof of shares of its Series A Preferred Stock (the "Shares") having the rights, restrictions, privileges and preferences set forth in the Amended and Restated Certificate of Incorporation (the "Restated Certificate") to be filed with the Delaware Secretary of State in substantially the form attached hereto as Exhibit B. 1.2 Sale of Securities. Subject to the terms and conditions hereof, at the Closing, the Company will issue and sell to each Purchaser, and each Purchaser agrees, severally and not jointly, to purchase from the Company, the number of Shares set forth opposite the Purchaser's name on the Schedule of Purchasers and with regard to David J. Mitchell as set forth opposite his name on the Payment Schedule attached hereto as Exhibit C and for which the column titled "Investment Type" indicates "Committed Amount" at a purchase price of $0.4375 per share. Payment of the purchase price will be made by the Purchaser by (a) check, (b) wire transfer, or (c) cancellation of indebtedness of the Company to the Purchaser representing the aggregate purchase price of the Shares that the Purchaser is acquiring. 1.3 Payment Schedule. The Purchasers agree to the terms and conditions set forth in the Payment Schedule attached hereto as Exhibi