ARTSPACE MARKETPLACE, INC. ACTION BY WRITTEN CONSENT OF STOCKHOLDERS Dated as of July 21, 2014 Pursuant to Section 228 of the General 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 Company is a party to that certain Note Purchase Agreement dated June 10, 2014 (the "Prior Agreement") and related documents, including a Security Agreement and Notes issued in connection therewith (collectively the "Loan Documents"), pursuant to which the Company may borrow an aggregate amount of up to $500,000 (the "Loan Amount"); WHEREAS, the Company desires to amend and restate the Existing Agreement, including the Form of Promissory Note, to increase the Loan amount to $925,000 and to make certain changes to the terms and conditions of the Prior Agreement, as set forth in the Amended and Restated Note Purchase Agreement substantially in the form attached hereto as Exhibit A (the "Amended Agreement"). NOW THEREFORE BE IT: RESOLVED that pursuant to Section 3.3.5 of the Second Amended and Restated Certificate of Incorporation of the Company, the Stockholders hereby authorize the Company to enter into and to deliver the Amended Agreement, together with all of the exhibits, schedules attachments or other ancillary documents thereto, and to perform and incur its obligations contemplated thereby in substantially similar form and t