<table><tr><th>From:</th><th>jeffrey E. &lt;jeevacation@gmail.com&gt;</th></tr><tr><td>Sent:</td><td>Friday, February 19, 2016 3:28 AM</td></tr><tr><td>To:</td><td>Brad Wechsler</td></tr><tr><td>Cc:</td><td>Melanie Spinella</td></tr><tr><td>Subject:</td><td>Re: Fw: Term Sheet and Loan Agreement</td></tr></table>

I dont know enough. .sorry why keep artspace = could you sell the new co the valuable asset and close the rest. =AO. is there a reason if you dont want to close why. is artspace =AO not the investor? . not sure why loan interest rate is so l=w./ default rate. ? the documents say leon is the =nvestor? we should nt use the trusts as the substitute if that is wh=t you mean. ?

On Thu, Feb 18, 2016 at 6:42 PM, Brad Wechsler wrote:

Do you want this 2.2mm, non control, venture investment presented to truste=s for their consideration? Sent from my Verizon Wireless BlackBerry

From: "Chan, Yvonne" Date: Thu, 18 Feb 2016 23:17:37 +0000 To: Keith Fox Brad Wechsler

Cc: Deckelbaum, Ariel I

Subject: FW: Term Sheet and Loan Agreement

Keith, Brad (apologies - I no=e you were not on the original email with the revised docs).=/span>

Issues from Max's mark up as =ollows:

1. Amount of the investment:=C2 $2.250 MM versus our $2.2 MM. Pls confirm the deal.<=u>

2. Percentage ownership of the comp=ny: 19.57% for $2.25 MM. Is this the deal?

3. Interest rate on loan: 0.0=°A? we had 0.1%.

4. Default interest on loan: _%? we had 10%.

5. One year maturity for the loan:=C2 pls confirm OK.

6. Date for closing of the investme=t: April 19, 2016 — so four months to get the paperwork etc =n place.

OK?

7. Liquidation pref: one time=. Consistent with seed preferred. Is this the deal?au>

8. Automatic conversion into common=on a qualified public offering — it raises $20MM. pls confir= this is OK.

9. Monthly info - Keith =80 you asked for forecast vs actuals for downloads, usage and image upl=ads — their mark up suggests they will give you actual info only. Is this OK?

10. Materiality threshol=s for Series A preferred consents: $500K — do we have any id=a of their current financial situation? Should it be lower?

11. Drag if majority in interest wan= to sell: we had changed to two thirds. Majority in interest i= consistent with current stockholders agreement and pretty standard.

12. 5 member board : Magnus ch=oses three. Series A chooses one. Silent on the fifth =93 mark up deletes the nominee of Maleki. Have you discu=sed this? If they say the fifth is the CEO, then effectively Magnus has 4 seat=. OK? Or did you expect a seed investor to select the fi=th director? Or the fifth to be an independent or someone jointly selected=by Magnus and Black ?

	13. Board meetings: reduced fr=m four to two semi-annual. OK?

To finalize the docs and if you expec= to sign tomorrow, I need the name and address of the Black entity that wi=I fund the loan. Disbursement of loan will be 3 Biz Days after signing — so funding will be due Wednesday =eb 24.

Let me know if you would like to disc=ss. On the business issues, it might be more efficient if you raised=them with Max/Magnus before we revise and finalize the documents.

Y

Yvonne Y.F.Chan | Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas | New York, NY 10019-6064
(Direct Phone) | (212) 492-0255 <tel:%28212%29%20492-0255> (Direct Fax) | www.paulweiss.com
<http://www.paulweiss.com>

From: Maximilian Straub
Sent: Thursday, February 18, 2016 5:44 PM
To: Chan, Yvonne
Cc: Keith Fox, Magnus Resch, Anastasiya =, Deckelbaum, Ariel J &g=;
Subject: Re: Term Sheet and Loan Agreement

Dear all,

please find attached the revised version of both loa= agreement and term sheet. While I accepted almost all of pre-money the edits, valuation I unf=rtunately of USD 9 spotted mn and a a mistake total Series we made A investment on the valuation of 2.5 mn and (2.25 investment Leon Black, sum a=5 (i=e. Anastasiya given the Siro), agreed the fully diluted share of Leon Black should be 19.57%=- see cap table).

Best, Max

P.S.: For completeness, Anastasiya's share would=be 2.17% for her Series A shares or a total of 3.74% including common shar=s

On Thu, Feb 18, 2016 at 9:52 PM, Chan, Yvonne =a>> wrote:

All

Attached are revised drafts of the lo=n agreement and the term sheet, reflecting our comments — and after a review of the current charter and stockholders agreement.

I attach clean and redlined versions,=the redlined versions are marked to show the changes from the initial drafts we received.

Please let us know if you have any qu=stions.

Best regards

Yvonne

Direct Phone) I (212) 492-0255

<tel:%28212%29%20492-0255> (Direct Fax) ████████████████████████████████████████████
www.paulwe=ss.com <http://www.paulweiss.com>

| Field | Extracted text |
|---|---|
| From | [name redacted] |
| Sent | Thursday, February 18, 2016 3:16 PM |
| To | [name redacted] |
| Cc | [name redacted]; [name redacted]; [name redacted] |
| Additional visible text | A blacked-out line with a leading "Straub" (partially redacted) |
| Subject | RE: Term Sheet and Loan Agreement |

Yvonne is traveling back to her office and will send=term sheet and loan revisions shortly.

I spoke with several IP lawyers and would like your =uidance on what I have learned. Here’s the simple summary:

- data is fair usage and not an issue for the app=/u>

- user generated images and content is covered as lo=g as we remove images, as requested. It's covered in DMCA, s=ction 512

	- scraped data is more problematic for several reaso=s:

1) many sites prohibit scraping in their terms and c=nditions and therefore image collection is a violation of their terms.<=u>

2) most commercial sites do not have the rights to t=e images. They are permitted for the sole purpose of the one-time commerci=l usage.

3) we are "commercial" and therefore requi=ed to clear rights through the artists directly, via galleries / instituti=ns and through clearing houses like ARS and VAGA. You have $86,000 in year 1and $172,800 in year 2 in your budget. </=>

- =AO Do you agree with this assessment?

- =AO Many of the images and prices are from auction houses. Are =ou concerned that they might ask you to take down the images?

	- =AO Can you let me know how you projected your image rights budget? =C2

Please let me know your thoughts. Keith

Keith Fox

CEO

Phaidon

65 Bleecker Street, 8th FL<=b>

New York, NY 10012=/u>

phaidon.com <https://urldefense.proofpoint.com/v2/url?u=http-3A__phaidon.com&d=CwMFaQ&c=MVcBZOqZGZIJca=2IlMSkQ&r=NEWjy9q4KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM&m=u4LsjA=Imu_JfKiMsjlvVjprpxwfD75T_wmyBBsaC3s&s=fQf-G0nteOI1E33pUT7U97Lv65awj=trpXeH9zRh-RM&e=>.

From: Magnus Resc

Sent: Wednesday, February 17, 2016 10:53 PM

To: Keith Fox

Cc: Anastasiya Siro; Maximilian Straub

Subject: Re: Term Sheet and Loan Agreement

Thank you for the update, Keith! Looking forward to =our revision tomorrow at around noon.

Btw: This is my lawyer (here <https://urldefense=.proofpoint.com/v2/url?u=http-

3A__www.goodwinprocter.com_People_D_Davis-=DStephen.aspx&d=CwMGaQ&c=MVcBZOqZGZlJcau2IlMSkQ&r= NWjy9q=KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM&m=V39UzZH2KDKZ2blj3cAcVFofnLmaa=fT_5UsLMbg45Q&s=Xea7- obpBP3tlW7JQbWjZcZJBVviMnvopdiGEqT7u8Y&e== target=> ). Goodwin Procter is considered as the top lawyer for the tech industry. =A0

On Wed, Feb 17, 2016 at 10:43 PM, Keith Fox ████████████████████████ =rote:

We are reviewing the updated term sheet in the am wi=h Leon. I plan to send you the revised documents tomorrow, hopefully by 12=00. (My meeting is at 11:00.)

I appreciate your qui=k responses. Keith

Keith Fox <=span>
CEO <=span>

Phaidon 65 Bleecker Stre=t, 8th FL New York, NY 10012



On Feb 17, 2016, at 7:01 PM, Magnus Resch ████████████████████████> wrote:=u>

Dear Keith,

Today we have provided with

- all legal documents you asked for

- extensive answers to your technical question regar=ing the IT stack.

We replied within the shortest possible time. I push=d my team to act really fast because we are running against the deadline t=is Friday. Can you please give us an update on your next steps.

Thank you, Magnus

On Wed, Feb 17, 2016 at 10:26 AM, Keith Fox ████████████████████ =rote:

Ok on rent. Four isn't an issue. l=can call you later today to walk you through how I am thinking about it.=C2 We are space constrained, but I would like to have you and your team here! =/span>

Keith Fox

CEO

Phaidon

65 Bleecker Street, 8th FL<=b>

New York, NY 10012=/u>

The image is a solid black rectangle.

phaidon.com <https://urldefense.proofpoint.com/v2/url?_=http-

3A__phaidon.com&d=CwMGaQ&c=MVcBZOqZGZIJcau2IlMSkQ&==NWjy9q4KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM&m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_5UsLMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtqRO0n=&e=>:

From: Magnus Resch Sent: Wednesday, February 17, 2016 10:20 AM

To: Keith Fox Cc: Anastasiya Siro; Maximilian Straub Subject: Re: Term Sheet and Loan Agreement

Thank you. That's ok.

Any comments on the TS?

And if you find the time please let me know your off=r regarding rent. I would prefer a charge per seat. Initially I will need =hree seats which will go up to 10 seats until year end.

On Wed, Feb 17, 2016 at 10:14 AM, Keith Fox ██████████████ wrote:

Please see my edits:

It is intended that Phaidon, Artspace and Artace for= a strategic partnership in regards to their activities in e-commerce, lea= generation, editorial content and data analysis. Phaidon and Artspace Inc. are Artace's exclusive partners for these ac=ivities and Artace grants them a right of first refusal on data integratio=, gallery listings, analytics, and search functionality of Artace'=' app within Artspace and Phaidon.com chttps://urldefense.proofpoint.com/v2/url?u=http- 3A_phaidon.cor&d.CwMGaQ&c.MVcBZOqZGZIJcau2IIMSKI&r.NWjy9q4KCeeTzyh2Ry8=ZX1yfaTP85C4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cAcVForramaa4fT_StisLMbg4S=&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtqRO0n4&e => . Artspace and Phaidon will create and execute promoti=nal and editorial programs to extend Artace's reach and adoption, =s guided by Artace, and provide additional services as required.

Phaidon will in good faith provide publishing servic=s for Artace art market reports, as required. Additionally, Phaidon =ill offer Artace favorable rent terms for up to 10 employees, or as needed.

Magnus will provide advisory services to Artspace in=luding but not limited to IT efficiencies, global gallery sales strategy a=d digital marketing initiatives.

Keith

<=p>
____________________________________________________________________

Keith Fox

CEO

Phaidon

65 Bleecker Street, 8th FL<=b>

New York, NY 10012=/u>

- Image type: solid black rectangular block on white background; no visible details, text, or legend.
- Likely function: placeholder, redaction, or image missing.
- Surrounding/context text: "New York, NY 10012" and "phaidon.com" (URL shown).

phaidon.com <https://urldefense.proofpoint.com/v2/url?_=http-

3A__phaidon.com&d=CwMGaQ&c=MVcBZOqZGZlJcau2IlMSkQ&==NWjy9q4KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM&m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_5UsLMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtqRO0n=&e=>:

From: Magnus Resch
Sent: Tuesday, February 16, 2016 3:20 PM
To: Keith Fox
Cc: Anastasiya Siro; Maximilian Straub

Subject: Re: Term Sheet and Loan Agreement

It is intended that Phaidon Digital, Artspace and Ar=ace form a strategic partnership in regards to their activities in e-comme=ce, lead generation and data analysis. Phaidon Digital and Artspace Inc. are Artace's preferred partners for these activities=and Artace grants them a right of first refusal.

## On Tue, Feb 16, 2016 at 3:12 PM, Keith Fox

w=ote:

We have reviewed the documents and are currently getti=g outside guidance on the language. Our meeting with our lawyers is tomorrow a.m. We'll provide edits soon after.</=>

I'd also like to incorporate basic language on=the strategic intent of the investment, including what you discussed with me and Leon. Would you like me to take the lead on drafting or =ould you like to take the lead? Thanks. Keith=/u>

- Name: Keith Fox
- Title: CEO
- Company: Phaidon
- Website/text: phaidon.com
- Address: 65 Bleecker Street, 8th FL, New York, NY 10012
- Notes: HTML artifacts visible ("<b", "</u", "="). Large blacked-out/redacted block at bottom.

phaidon.com <https://urldefense.proofpoint.com/v2/url?_=http-

3A__phaidon.com&d=CwMGaQ&c=MVcBZOqZGZIJcau2IlMSkQ&==NWjy9q4KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM&m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_5UsLMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtqRO0n=&e=>

From: Magnus Resch Sent: Tuesday, February 16, 2016 2:00 PM To: Keith Fox; Anastasiya Siro

## On Tue, Feb 16, 2016 at 3:12 PM, Keith Fox (cont.)

Dear Kei=h,

</=pan>

I hope t=is finds you well and you enjoyed the long weekend. I wanted to follow up =n the TS and loan agreement I sent over last week. We are still working against the deadline of the 19th (i.e. Friday) t= close it. Please make sure to come back with any input today or tomo=row (Leon mentioned one change - 20% for 2.25mio, not 21.74% for 2.5m=o) as otherwise I am getting under pressure from my alternative investors to close with them. Let's avoid that!a>

</=pan>

All the =est, Magnus

- Type: screenshot of an email thread
- Dates/times visible: Feb 12, 2016 — 9:42 AM and Feb 12, 2016 — 8:33 AM
- 9:42 AM message excerpt: sender (name redacted) — "I am traveling and will be able to review these early this afternoon. Thanks."
- Signature in 9:42 AM message: title "CEO"; company "Phaidon"; address "65 Bleecker Street, 8th FL, New York, NY 10012"
- 8:33 AM message: earlier reply from another sender (name redacted) beginning "Dear [recipient]" (recipient name visible in image but redacted here)
- Visuals: multiple large black redaction bars obscuring portions of headers/body text
- Context note (from surrounding text): discussion refers to attached term sheet and loan agreement and introduction of a colleague handling legal matters (names not reproduced here)

Please find attached the term sheet and loan agreeme=t. Both are standard documents, just adapted to our needs. I would also li=e to introduce you to Maximilian Straub. Max was my partner in previous businesses, works for McKinsey and is member of the=board of Artace. In this role he is taking care of all legal matters of th= company and also coordinates with our lawyers.

## On Tue, Feb 16, 2016 at 3:12 PM, Keith Fox (cont.)

In order to structure the process please do the foll=wing:

- If you would like to change/add something, please =dit the docs via "Track Changes"

- Max Straub (cc'd) and I will review it then an= reply with our comments/changes in the

document

Since I need to verify every changes with Max and in=order to facilitate the process, please understand that I prefer a written=communication on every matter related to these documents. <=u>
Best, Magnus
<Term Sheet_Artace_Feb2016_V2.docx<=u>
<Loan Agreement_Artace_Feb2016_V2.docx=u>

This message is intended only for the use of the Addressee and may cont=in information that is privileged and confidential. If you are not the int=nded recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you hav= received this communication in error, please erase all copies of the mess=ge and its attachments and notify us immediately.

Maximilian Straub
Gärtliweg 1

CH-6300 Zug

## On Tue, Feb 16, 2016 at 3:12 PM, Keith Fox (cont.)

please =ote

The information contained in this communication is confiden=ial, may be attorney-client privileged, may constitute inside informati=n, and is intended only for the use of the addressee. It is the propert= of JEE Unauthorized use, disclosure or copying of this communica=ion or any part thereof is strictly prohibited and may be unlawful. If =ou have received this communication in error, please notify us immediat=ly by return e-mail or by e-mail to jeevacation@gmail.com <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=II rights reserved