From: Brad Wechsler Sent: Thursday, February 18, 2016 11:43 PM To: Melanie Spinella; Jeffrey Epstein Subject: Fw: Term Sheet and Loan Agreement Attachments: Artace - Cap Table _Feb2016_V2.xlsx; Loan Agreement_Artace_Feb2016_V2-v3.docx; Term Sheet_Artace_Feb2016_V2-v4.docx Do you want this 2.2mm, non control, venture investment presented to trustees for their consideration? Sent from my Verizon Wireless BlackBerry From: 'than, Yvonne" Date: Thu, 18 Feb 2016 23:17:37 +0000 To: Keith Fox ; Brad Wechsler Cc: Deckelbaum, Subject: FW: Term Sheet and Loan Agreement Keith, Brad (apologies — I note you were not on the original email with the revised docs). Issues from Max's mark up as follows: 1. Amount of the investment: $2.250 MM versus our $2.2 MM. Pls confirm the deal. 2. Percentage ownership of the company: 19.57% for $2.25 MM. Is this the deal? 3. Interest rate on loan: 0.01%? we had 0.1%. 4. Default interest on loan: 1%? we had 10%. S. One year maturity for the loan: pls confirm OK. 6. Date for closing of the investment: April 19, 2016 — so four months to get the paperwork etc in place. OK? 7. Liquidation pref: one times. Consistent with seed preferred. Is this the deal? 8. Automatic conversion into common on a qualified public offering — it raises $20MM. pis confirm this is OK. 9. Monthly info — Keith — you asked for forecast vs actuals for downloads, usage and image uploads — their mark up suggests they will give you actual info only. Is this OK? 10. Materiality thresholds for Series A preferred consents: $500K - do we have any idea of their current financial situation? Should it be lower? EFTA_R1_02086282 EFTA02703948
11. Drag if majority in interest want to sell: we had changed to two thirds. Majority in interest is consistent with current stockholders agreement and pretty standard. 12. 5 member board : Magnus chooses three. Series A chooses one. Silent on the fifth — mark up deletes the nominee of Maleki. Have you discussed this? If they say the fifth is the CEO, then effectively Magnus has 4 seats. OK? Or did you expect a seed investor to select the fifth director? Or the fifth to be an independent or someone jointly selected by Magnus and Black ? 13. Board meetings: reduced from four to two semi-annual. OK? To finalize the docs and if you expect to sign tomorrow, I need the name and address of the Black entity that will fund the loan. Disbursement of loan will be 3 Biz Days after signing — so funding will be due Wednesday Feb 24. Let me know if you would like to discuss. 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 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 Magnus Resch Deckelbaum, Ariel J < Subject: Re: Term Sheet and Loan Agreement Dear all, Anastasiya Siro please find attached the revised version of both loan agreement and term sheet. While I accepted almost all of the edits, I unfortunately 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, 0.25 Anastasiya Siro), the fully diluted share of Leon Black should be 19.57% - see cap table). 2 EFTA_R1_02086283 EFTA02703949
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 shares On Thu, Feb 18, 2016 at 9:52 PM, Chan, Yvonne > wrote: All Attached are revised drafts of the loan 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 questions. Best regards Yvonne Yvonne Y.F.Chan I Partner Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas I New York, NY 10019-6064 I www.paulweiss.com <http://www.paulweiss.com> From: Keith Fox Sent: Thursday, February 18, 2016 3:16 PM To: Magnus Resch 3 EFTA_R1_02086284 EFTA02703950
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 guidance on what I have learned. Here's the simple summary: - data is fair usage and not an issue for the app - user generated images and content is covered as long as we remove images, as requested. It's covered in DMCA, section 512 - scraped data is more problematic for several reasons: 1) many sites prohibit scraping in their terms and conditions and therefore image collection is a violation of their terms. 2) most commercial sites do not have the rights to the images. They are permitted for the sole purpose of the one-time commercial usage. 3) we are "commercial" and therefore required to clear rights through the artists directly, via galleries / institutions 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? - Many of the images and prices are from auction houses. Are you 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 4 EFTA_R1_02086285 EFTA02703951




