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) I (212) 492-0255 <tel:%28212%29%20492-0255> (Direct Fax) www.paulwe=ss.com <http://www.paulweiss.com> From: Keith FoxU Sent: Thursday, Fe To: Magnus Resch Cc: Anastasiya Siro >; Maximilian Straub 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. </=> - Do you agree with this assessment? 4 EFTA_R1_01581331 EFTA02470381

- Many of the images and prices are from auction houses. Are =ou concerned that they might ask you to take down the images? - Can you let me know how you projected your image rights budget? Please let me know your thoughts. Keith Keith Fox CEO Phaidon 65 Bleecker Street, 8th FL<=b> New York, NY 10012=/u> phaidon.com chttps://urldefense.proofpoin=.com/v2/url?u=http- 3A_phaidon.com&d=CwMFaQ&c=MVcBZOqZGZLIca=2IIMSkQ&r=NWjy9q4KCeeTzyh2RyBXZX1yfaTP85C4REvkszT_EKM &m=u4LsjA=ImuifKiMsjIvVjprpxwfD7ST_wmyBBsaC3s&s=fQf-G0nteOllE33pUT7U97Lv65awj=trpXeH9zRh-RM&e=> From: Magnus Resc Sent: Wednesday, Fe ruary 1 , 1 1 : 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. 5 EFTA_R1_01581332 EFTA02470382

Btw: This is my lawyer (here <https://urldefens=.proofpoint.com/v2/url?u=http- 3A_www.goodwinprocter.com_People_D_Davis- =DStephen.aspx&d=CwMGaQ&c=MVcBZOqZGZIJcau2IIMSkO&r=NWjy9q=KCeeTzyh2RyBY2XlyfaTP85C4REvkszT_EKM& m=V39UzZH2KDKZ2blj3cAcVFofnLmaa=fT_SUsLMbg45Q&s=Xea7-obpBP3tIW7JCIbWjZcZJBVviMnvopdiGEqT7u8Y&e== target=> ). Goodwin Procter is considered as the top lawyer for the tech industry. On Wed, Feb 17, 2016 at 10:43 PM, Keith Fo =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: 6 EFTA_R1_01581333 EFTA02470383

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. 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> phaidon.com <https://urldefense.proofpoint.com/v2/url?==http- 3A phaidon.com&d=CwMGaQ&c=MVcBZOqZGZLIcau2IIMSkQ&==NWjy9q4KCeeTzyh2RyBXZXlyfaTP8SC4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_SLIsLMbg4SQ&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtciRO0n=& 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 7 EFTA_R1_01581334 EFTA02470384

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 rote: 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> 8 EFTA_R1_01581335 EFTA02470385