From: jeffrey E. <jeevacation@gmail.com>
Sent: Friday, February 19, 2016 12:48 AM
To: Brad Wechsler
Cc: Melanie Spinella
Subject: Re: Fw: Term Sheet and Loan Agreement

Is this for me?

On Thursday, 18 February 2016, Brad Wec=sler <████████████████ <mailto:████████████████>

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

From: "Chan, Yvonne" <██████████████████ <javascript:_e(%7B=7D,'cvml','y██████████████████');> >
Date: Thu, 18 Feb 2016 23:17:37 +0000
To: Keith ██████████████████ <javascript:_e(%7B%7D,'cvml'='██████████████████');> >; =rad
Wechsler<██████████████████ <javascript:_e(%7B%7D,'cvml',██████████████████);> >
Cc: ██████████, ████ <██████████████████
<javascript:_e(%7B%7D,'=cvml██████████████████');> >
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=%? 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?<=u>

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=l 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) | ██████████ (Direct Fax)
███████████████ <javascript:_e(%7B%7D,'cvml','ychan@paulweiss.com'=);> | www.paulweiss.com <http://www.paul=eiss.com>

- Header
  - From: [redacted]
  - Sent: Thursday, February 18, 2016, 5:44 PM
  - To: [redacted]
  - Cc: [redacted]
  - Subject: Re: Term Sheet and Loan Agreement

- Body
  - Opening: "Dear all,"
  - Large portions of the message are blacked out (multiple heavy redaction bars).

- Visible artifacts
  - Several embedded javascript/URL-encoded fragments, e.g. "javascript:_e(%7B%7D,'cvml',...)" and variants with encoded characters (%7B%7D, %39, etc.).

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 <

> 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

Yvonne Y.F.Chan | Partner

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas | New York, NY 10019-6064

(Direct Phone) |

(Direct Fax)

www.paulwe=ss.com <http://www.paulweiss.com>

From: Keith Fox [mailto

Sent: Thursday, February 18, 2016 3:16 PM

To: Magnus Resch <

<javascript:_e("%7B%7D",'cvml',=#39)

<signature> ");>>>

Cc: Anastasiya Siro <

<javascript:_e("%7B%7D",'cvml')=;

');>>; Maximilian Straub <

<javascript:_e(%7B%7D,

');>>; Chan, Yvonne <

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 1 and $172,800 in year 2 in your budget. </=>

- =AO Do you agree with this assessment?

4

- =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

Key information:

*   Name: Keith Fox
*   Title: CEO
*   Company: Phaidon
*   Address: 65 Bleecker Street, 8th FL, New York, NY 10012
*   Contact information (redacted): Telephone, Mobile, Email (assumed)

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 Resch [manta 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=MVcBZOqZGZIJcau2IlMSkQ&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 ██████████████████████ > wrote:

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
-<=>>
T =C2
M </=>

On Feb 17, 2016, at 7:01 PM, Magnus Resch <  > wrote:

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 ██████████████████████████> wrote:

Ok. Reviewing with lawyers today at 12:30.

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 is the CEO at Phaidon, located at 65 Bleecker Street, 8th FL, New York, NY 10012. Contact information (telephone and mobile) is obscured. Phaidon's website address is obscured.

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 Imailto Sent: Wednesday, February 17, 2016 10:20AM

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 > 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 <https://urldefense.proofpoint.com/v2/url?u=http- 3A_phaidon.co=&d=CwMGaQ&c=MVcBZOqZGZIJcau2llMSkQ&r=NWjy9q4KCeeTzyh2RyB=ZXlyfaTP8SC4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cAcVFornimaa4fT_SUsiMbg45=&s=iFohZmHMi42bExSRrACUd4PSRYUnENvDsUMPtqRO0n4&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 is CEO at Phaidon.
Address: 65 Bleecker Street, 8th FL, New York, NY 10012.
Contact information: Phone and mobile numbers are obscured.

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 (mailto
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 > wrote:

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>

Key information from the image:

*   **Name:** Keith Fox
*   **Title:** CEO
*   **Company:** Phaidon
*   **Address:** 65 Bleecker Street, 8th FL, New York, NY 10012
*   **Contact:** Telephone and Mobile (redacted).

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 [maiIto Sent: Tuesday, February 16, 2016 2:00 PM To: Keith Fox; Anastasiya Siro Cc: Maximilian Straub Subject: Re: Term Sheet and Loan Agreement

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!<=>

</=pan>

All the =est, Magnus

On Fri, Feb 12, 2016 at 9:42 AM, Keith  wrote:

I am traveling and wi=l be able to review these early this afternoon. Thanks. Keith =u>

Keith Fox <=u>
CEO <=u>
-
Phaidon
65 Bleecker Street, 8th FL New Yo=k, NY 10012
-
T 
M 
</span> <javascript:_e("%7B%7D",'cv=I', );>

On Feb 12, 2016, at 8:33 AM, Magnus Resch < wrote:

Dear Keith,

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.

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>

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=C2 please note

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