DRAFT 5/3/13 MEMORANDUM OF TERMS FOR PRIVATE PLACEMENT OF SERIES B PREFERRED STOCK OF ADFIN SOLUTIONS, INC. The intent of this document is to describe, for negotiation purposes only, some key terms of the proposed agreement between [ ] (the "Investor") and AdFin Solutions, Inc. (the "Company"). This document is not intended to be a binding agreement between the Investor and the Company with respect to the subject matter hereof, except for the paragraph captioned "Confidentiality" immediately below. A binding agreement will not occur unless and until all necessary Investor and Company approvals have been obtained and the parties have negotiated, approved, executed and delivered the appropriate definitive agreements. Confidentiality The terms and conditions described in this Memorandum of Terms including its existence shall be confidential information and shall not be disclosed to any third party, other than the existing stockholders of the Company. All non-public information regarding the Company (whether technical or otherwise) made available or disclosed by the Company to Investor or its agents shall be deemed "Confidential Information" hereunder. Investor shall not, without the prior written consent of the Company, disclose to any third party or use any Confidential Information for any purpose other than evaluating or consummating the investment contemplated hereunder. Terms of Series B Financing Pre-Money Valuation $25,000,000 on a fully-diluted basis. Amount of Financing: $10,000,000 Security: Series B Preferred Stock ("Series B Preferred"). Closing: J, 2013 Use of Proceeds: General working capital EFTA01084687