Magnus will provide advisory services to Artspace including but not limited to IT efficiencies, global gallery sales strategy and digital marketing initiatives. Keith Keith Fox CEO Phaidon 65 Bleecker Street. 8th FL New York. NY 10012 phaidon.com From: Magnus Resch [mato: 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 Artace form a strategic partnership in regards to their activities in e-commerce, 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. EFTA00715441

On Tue, Feb 16, 2016 at 3:12 PM, Keith Fox < > wrote: We have reviewed the documents and are currently getting 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 would you like to take the lead? Thanks. Keith Keith Fox CEO Phaidon 65 Bleecker Street. 8th FL New York. NY 10012 phaidon.com From: Magnus Resch [mallto: Sent: Tuesday, February 16, 2016 2:00 PM To: Keith Fox; Anastasiya Siro Cc: Maximilian Straub Subject: Re: Term Sheet and Loan Agreement Dear Keith, EFTA00715442

I hope this finds you well and you enjoyed the long weekend. I wanted to follow up on the TS and loan agreement I sent over last week. We are still working against the deadline of the 19th (i.e. Friday) to close it. Please make sure to come back with any input today or tomorrow (Leon mentioned one change - 20% for 2.25mio, not 21.74% for 2.5mio) as otherwise I am getting under pressure from my alternative investors to close with them. Let's avoid that! All the best, Magnus On Fri, Feb 12, 2016 at 9:42 AM, Keith Fox < > wrote: I am traveling and will be able to review these early this afternoon. Thanks. Keith Keith Fox CEO Phaidon 65 Bleecker Street, 8th FL New York, NY 10012 On Feb 12, 2016, at 8:33 AM, Magnus Resch < > wrote: Dear Keith, Please find attached the term sheet and loan agreement. Both are standard documents, just adapted to our needs. I would also like 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 the company and also coordinates with our lawyers. In order to structure the process please do the following: - If you would like to change/add something, please edit the does via "Track Changes" - Max Straub (cc'd) and I will review it then and 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. EFTA00715443

Best, Magnus <Term Sheet_Artace_Feb2016y2.doex> <Loan Agreement_Artace_Feb2016_V2.doex> This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. Maximilian Straub Gartliweg 1 CH-6300 Zug Maximilian Straub Gartliweg I CH-6300 Zug EFTA00715444

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