Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 (Direct Phone) I (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(%78%7D,icvmr,=#39 Cc: Anastasiya Siro <javascript:_e(%78%7D/c-vml <javascript:_e(%78%7D, summary: Subject: RE: Term Sheet and Loan Agreement );» ');»; Maximilian Straub );»; Chan, Yvonne < 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 - 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_01582036 EFTA02470785

- 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> T <=> =u> phaidon.com <https://urldefense.proofpoin=.com/v2/url?u=http- 3A phaidon.com&d=CwM FaQ&c=MVcBZOqZGZIJca=2I I MSkQ&r= NWjy9q4KCeeTzyh 2RyBXZX lyfaTP85C4REvkszT_EKM &m=u4LsjA=ImuifKiMsjIvVjprpxwfD75-1_wmyBBsaC3s&s=flaf-G0nteOllE33pUT7U97Lv65awj=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 5 EFTA_R1_01582037 EFTA02470786

Thank you for the update, Keith! Looking forward to =our revision tomorrow at around noon. 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=MVcBZOqZGZIJcau2llMSkQ&r=NWjy9q=KCeeTzyh2RyBXZXlyfaTP85C4REvkszT_EKM& m=V39UzZH2KDKZ2blj3cAcVFofnLmaa=fT_51.1sLMbg4SQ&s=Xea7-obpBP3tIW7JQbWjZcZJBVviMnvopdiGEqT7u8Y&e== target=> ). Goodwin Procter is considered as the top lawyer for the tech industry. 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 aspan> Phaidon 65 Bleecker Stre=t, 8th FL New York, NY 10012 -<=> T M /=> /span> <javascript:_e(%76%7D;cv=1', 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 6 EFTA_R1_01582038 EFTA02470787

On Wed, Feb 17, 2016 at 10:26 AM, Keith M > 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. 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> M /span> < =u> phaidon.com <https://urldefense.proofpoint.com/v2/url?==http- 3A phaidon.com&d=CwMGaQ&c=MVcBZOqZGZIlcau2IIMSkQ&==NWjy9q4KCeeTzyh2RyBXZXlyfaTP85C4REvkszT_EKM &m=V39UzZH2KDKZ2blj3cA=VFofnLmaa4fT_SlIsLMbg45Q&s=iFohZmHMi42bExSRrACUd4P5RYUnENvDsUMPtqRO0n=& e=> From: Magnus Resch Imailto Sent: Wednesday, February 17, 2016 10:20AM 7 EFTA_R1_01582039 EFTA02470788

To: Keith Fox Cc: Anastasiya Siro; Maximilian Straub Subject: Re: Term Sheet and Loan Agreement 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> 8 EFTA_R1_01582040 EFTA02470789