phaidon.com <https://urldefense.proofpoint.com/v2/url?u=http- 3A_phaidon.com&d=CwMGaQ&c=MVcBZOqZGZIJcau2llMSkQ&r=NWjy9q4KCeeTzyh2RyBXZXlyfaTP85C4REvkszT_EKM Rn=V39UzZH2KDKZ2blj3cAcVFofnlmaa4fT _5U slM bg45Q&s=i FohZm HMi42bExSRrACUd4P5 RYUnENvDsU MPtoRO0n4& e=> From: Magnus Resch [manta: <javascript:_e(%7B%7D,'cvmr, Sent: Tuesday, February 16, 2016 2:00 PM To: Keith Fox; Anastasiya Siro Cc: Maximilian Straub Subject: Re: Term Sheet and Loan Agreement Dear Keith, I hope this finds you well and you enjoyed the long weekend. I wanted to follow up on the TS and loan agreement I sent over last week. We are still working against the deadline of the 19th (i.e. Friday) to close it. Please make sure to come back with any input today or tomorrow (Leon mentioned one change - 20% for 2.25mio, not 21.74% for 2.5mio) as otherwise I am getting under pressure from my alternative investors to close with them. Let's avoid that! All the best, Magnus On Fri, Feb 12, 2016 at 9:42 AM, Keith Fox <javascript:_e(%7B%7D/cvml > wrote: I am traveling and will be able to review these early this afternoon. Thanks. Keith Keith Fox 11 EFTA_R1_01390795 EFTA02378631

CEO Phaidon 65 Bleecker Street, 8th FL New York, NY 10012 On Feb 12, 2016, at 8:33 AM, Magnus Resch <rj <javascript:_e(%7B%7D,'cvml' > wrote: Dear Keith, Please find attached the term sheet and loan agreement. Both are standard documents, just adapted to our needs. I would also like 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 the company and also coordinates with our lawyers. In order to structure the process please do the following: - If you would like to change/add something, please edit the docs via "Track Changes" - Max Straub (cc'd) and I will review it then and 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. Best, Magnus <Term Sheet_Artace_Feb2016_V2.docx> <Loan Agreement_Artace_Feb2016_V2.docx> 12 EFTA_R1_01390796 EFTA02378632

This message is intended only for the use of the Addressee and may contain information that is privileged and confidential. If you are not the intended recipient, you are hereby notified that any dissemination of this communication is strictly prohibited. If you have received this communication in error, please erase all copies of the message and its attachments and notify us immediately. Maximilian Straub Gartliweg 1 CH-6300 Zug please note The information contained in this communication is confidential, may be attorney-client privileged, may constitute inside information, and is intended only for the use of the addressee. It is the property of JEE Unauthorized use, disclosure or copying of this communication or any part thereof is strictly prohibited and may be unlawful. If you have received this communication in error, please notify us immediately by return e-mail or by e-mail to [email protected] <mailto:[email protected]> , and destroy this communication and all copies thereof, including all attachments. copyright -all rights reserved 13 EFTA_R1_01390797 EFTA02378633