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 www.paulweiss.com <http://www.paulweiss.com> From: Keith Fox [mailto: > Sent: Thursday, February 18, 2016 3:16 PM To: Magnus Resch <javascript:_erh7B%7D,'cvm > Cc: Anastasiya Siro cjavascript:_e(%7B%7D;cvmr,' <javascript:_e(%7B%7D;cvmr; >; Maximilian Straub ');»; Chan, Yvonne <javascript:_e(%7B%7D;cvmr,' 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 of their terms. - 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 4 EFTA_R1_01390788 EFTA02378624

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 Keith Fox CEO Phaidon 65 Bleecker Street, 8th FL New York, NY 10012 5 EFTA_R1_01390789 EFTA02378625