SALE OF PHAIDON LLC TERM SHEET Draft: 12/18/17 1. Pre-sale Actions: Prior to the closing of the sale (as described below), the following transactions will be implemented: Transaction Details Conversion and Cancellation of PPL Debt by Global Phaidon Global LLC ("Global') contributes to Phaidon Press Limited ("PPL") in exchange for shares of PPL $15 million of Notes receivable from PPL (after cancelling all interest accrued and unpaid thereon). Global contributes such PPL shares to PLLC in exchange for additional equity in PLLC. PPL subsequently cancels such $15 million of Notes receivable. Conversion and Cancellation of PLLC Debt by Global Global contributes to PLLC for additional equity a $2.8 million Note receivable from PLLC (after cancelling all interest accrued and unpaid thereon). PLLC subsequently cancels such $2.8 million Note receivable. Modification by Global of PPL Debt Global and PPL agree to (i) extent the maturity date of the remaining $3 million Note from PPL held by Global to December 31, 2024, (ii) cancel all interest accrued and unpaid thereon and (iii) modify the payment terms to provide for the payment of interest in cash on an annual basis. Documentation by Global of JMWT Ltd. Debt Global and JMWT Ltd. agree to document the $3.2 million loan made by Global to JMWT Ltd. The Note should have a maturity of December 31, 2024 and bear interest at the rate of one-month LIBOR + 2.50% per annum, to be paid in cash each year on the anniversary date of the Note. Determination of Sale Price Empire Valuation to determine enterprise value of PLLC following the above transactions. EFTA00792727