ARTSPACE MARKETPLACE, INC. ACTION BY WRITTEN CONSENT OF STOCKHOLDERS Dated as of June 9, 2014 Pursuant to Section 228 of the G I Corporation Law of the State of Delaware The undersigned, being stockholders of Artspace Marketplace, Inc., a Delaware corporation, (the "Company"), and representing a majority of the outstanding (i) voting power of the Company and (ii) shares of Preferred Stock, including a majority of the shares of the Company's Series B Preferred Stock (collectively the "Stockholders"), do hereby consent. pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL"). to adoption of the following resolutions and waiver (the "Consent") with the same force and effect as if they had been approved at a duly convened meeting of the stockholders of the Company: Loan Transaction WHEREAS, the Board of Directors deems it to be advisable and in the best interests of the Corporation and its stockholders and has authorized the Company to enter into a convertible debt instrument in substantially similar form and under substantially similar terms as documented by the Note Purchase Agreement, the Promissory Note and the Security Agreement, attached hereto as Exhibits A, B and C, respectively (collectively the "Loan Agreements") with Canaan IX LP and Richard Kramlich, and such other investors that may choose to participate (each individually a "Lender" and collectively the "Lenders"), whereby subject to the terms and conditions set forth therein, the Company may borrow an aggregate amount of up to $500,000 and the Lenders will receive (a) a perfected security interest on substantially all of the assets of the Company; and (b) notes issued to each Lender by the Company in a principal amount equal to the amount loaned by each Lender ("Notes") which Notes, at the option of the Lender, shall be convertible (i) into shares of the Company's equity securities issued in its next bona fide financing round; (ii) on or after the maturity dat