From: jeffrey E. <[email protected]> Sent: Friday, February 19, 2016 3:28 AM To: Brad Wechsler Cc: Melanie Spinella Subject: Re: Fw: Term Sheet and Loan Agreement I dont know enough. .sorry why keep artspace = could you sell the new co the valuable asset and close the rest. . is there a reason if you dont want to close why. is artspace 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 OK? 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: $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: pls confirm OK. 6. Date for closing of the investme=t: April 19, 2016 — so four months to get the paperwork etc =n place. 7. Liquidation pref: one time=. Consistent with seed preferred. Is this the deal?au> EFTA_R1_01581328 EFTA02470378

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. Yvonne Y.F.Chan I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019.6064 (Direct Phone) 1 (212) 492.0255 <tel:%28212%29%20492- 0255> (Direct Fax) I www.paulweiss.com <http://www.paulweiss.com> From: Maximilian Straub Sent: Thursday, February 18, 2016 5:44 PM To: Chan, Yvonne Cc: Keith Fox I Anastasiya Deckelbaum, Ariel &g=; Subject: Re: Term Sheet and Loan Agreement agnus Resch 2 EFTA_R1_01581329 EFTA02470379

Dear all, please find attached the revised version of both loa= agreement and term sheet. While I accepted almost all of the edits, I unf=rtunately spotted a mistake we made on the valuation and investment sum (i=e. given the agreed pre- money valuation of USD 9 mn and a total Series A investment of 2.5 mn (2.25 Leon Black, a=5 Anastasiya Siro), 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 3 EFTA_R1_01581330 EFTA02470380