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&==NWjy9q4KCeeTzyh2RyBXZXlyfaTP85C4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_SIALMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENvOsUMPtgROOn=& 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. 9 EFTA_R1_01581336 EFTA02470386

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> 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=MVcBZOqZGZIJcau2IIMSkQ&==NWjy9q4KCeeTzyh2RyBXZX1yfaTP8SC4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_SUsLMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENv0sUMPtqRO0n=& e=> From: Magnus Resch Sent: Tuesday, February 16, 2016 2:00 PM To: Keith Fox; Anastasiya Siro 10 EFTA_R1_01581337 EFTA02470387

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!a> </=pan> All the =est, Magnus On Fri, Feb 12, 2016 at 9:42 AM, Keith Fox w=ote: I am traveling and wi=l be able to review these early this afternoon. Thanks. Keith =u> Keith Fox au> CEO <=u> Phaidon 65 Bleecker Street, 8th FL New Yo=k, NY 10012 On Feb 12, 2016, at 8:33 AM, Magnus Resch > wrote:=u> 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. 11 EFTA_R1_01581338 EFTA02470388

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. au> Best, Magnus <Term Sheet_Artace_Feb2016_V2.docx><=u> <Loan Agreement_Artace_Feb2016_Vidocx>=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 Gartliweg 1 CH-6300 Zug 12 EFTA_R1_01581339 EFTA02470389

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 [email protected] <mailto:jeevacation@gmail=com> , and destroy this comm=nication and all copies thereof, including all attachments. copyright -=II rights reserved 13 EFTA_R1_01581340 EFTA02470390