MEMORANDUM OF TERMS FOR PRIVATE PLACEMENT OF SERIES B PREFERRED STOCK OF ARTSPACE MARKETPLACE, INC. 12/21/2012 This memorandum summarizes the principal terms of the Series B round venture capital financing of ARTSPACE MARKETPLACE, INC. (the "comnanv"). The completion of the transactions contemplated by this memorandum will be subject to, among other things, satisfactory completion of financial and legal due diligence by the Investors, as well as the completion of final documents acceptable to the Investors and the Company. OfferInt Terms Issuer: ARTSPACE MARKETPLACE, INC., a Delaware corporation (the "Company"). Investors: Total Investment: Founders: Chris Vroom & Catherine Levene (the "foam") Securities to be issued: Series B Preferred Stock. Investor Name Amount Canaan Partners 55.800.000 Others 51.200.000 $7.000,000 Price: The per share price shall reflect a pre-money valuation of 517,000,000. The number of shares of Common Stock and options available for issuance under the Company's stock option plans shall equal 10% of the fully diluted capitalization of the Company following the closing of the financing. Expected Closing Date: On or about Jan 21, 2013 (the "Closing"). The Company may sell, within 90 days following the Closing, up to $1,200,000 of additional shares of Series B Preferred Stock not sold at the Closing to purchasers mutually acceptable to the Investors and the Company. Canaan Partners has the option, but not the obligation to invest any of $1,200,000 not invested by a 3rd party. EFTA00602529