ADFIN SOLUTIONS, INC. CONVERTIBLE PROMISSORY NOTE FINANCING TERM SHEET August 11, 2014 This is a summary of the principal terms of a convertible promissory note financing (the "Financing") of AdFin Solutions, Inc., a Delaware corporation (the "Company") by one or more lenders. This term sheet is an expression of intent only, does not express the agreement of the parties, is not meant to be binding on the parties, and is meant to be used as a negotiation aid by the parties. The parties do not intend to be bound until they enter into definitive agreements regarding the subject matter of this term sheet. Financing Terms Issuer: Lenders: Financing Amount: Closings: Use of Proceeds: Rights Offering: Terms of Loan Unsecured Convertible Promissory Notes ("Notes'): The Company Current Preferred Stockholders of the Company and other lenders (the "Lenders") Up to $2,000,000 (the "Financing Amount") Initial closing on or before August 27, 2014 of not less than $750,000 (the "Initial Closing"). Remaining funds to be invested in a second closing on October I, 2014 (the "Second Closing"). General corporate purposes and working capital Each existing Preferred Stockholder of the Company will be offered the opportunity to participate up to or above its Pro Rata Share of the Financing. Each Preferred Stockholder's "Pro Rata Share" will be equal to (x) $2,000,000, multiplied by (y) such stockholder's ownership percentage of the Company's Series A Preferred Stock. The Rights Offering will expire on September 30, 2014. The Company shall issue Notes to the Lenders in exchange for amounts loaned by the Lenders. The Notes will be unsecured and will be on substantially the same terms (as described below) as the existing $2,000,000 of unsecured convertible debt issued to Cantor Ventures in December 2013 (the "Cantor Debt"); provided that the Lenders will not be entitled to elect a member to the Board upon conversion WEST248711415.6 EFTA01202791