PWRW&G Comments 8/4/2014 CONFIDENTIAL TERM SHEET July-28August 4, 2014 The following summarizes the terms and conditions of the proposed transaction between Ph -Press LiffkiteiEIARSPALC ("Buyer") and Artspace Marketplace, Inc., a Delaware corporation ("Seller"). The execution of a definitive merger agreement relating to the proposed transaction (the "Agreement) and the consummation of the proposed transaction shall be subject to the conditions set forth herein. Except for the sections of this term sheet entitled "Governing Law," "Expenses and Fees", "Deposit" and "Confidentiality; Public Disclosure," the provisions set forth in this term sheet ("Term Sheet") are not legally binding and are subject to the negotiation and execution of definitive agreements and documents and receipt of appropriate board and stockholder approvals by Seller. I Transaction: Purchase Price: Deposit: Definitive Agreement: The transaction will be structured as a reverse subsidiary merger of a newly- formed wholly-owned subsidiary of Buyer with and into Seller, or in such other structure (such as a sale of assets) as the parties may agree (the "Transaction"). The consideration payable by Buyer pursuant to the Transaction will be US$[4.25] million of cash. The Company's outstanding bridge loans will be repaid in full from the proceeds of the Transaction, and the balance will be paid to the holders of the Series B preferred shares. A ilea-refundeble—cash deposit of $0.5 million will be made-{e Selleiplaced in escrow by Buyer concurrently with the execution hereof, which will be applied-temaintained until completionofAhe Transaction. The deposit will be offset against the Purchase Price,--The-deposit-is and will be refundable to Buyer_solely if (i) Seller terminates negotiatesnegotiations_prior to August 15, 2014 in order—te—purfate—en—alternative—trawntetien—at—a—higher—perehase pneeor otherwise refuses to complete the Transaction on the terms contemplated in th