THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT. CONVERTIBLE PROMISSORY NOTE No. 2014- Date of Issuance July 2014 FOR VALUE RECEIVED, ARTSPACE MARKETPLACE, INC., a Delaware corporation (the "Company"), hereby promises to pay to the order of (the "Lender"), the principal sum of ($ ), together with interest thereon from the date of this Note. Interest shall accrue at a rate of eight percent (8%) per annum, compounded annually. Unless converted into Conversion Shares pursuant to Section 2.2 of that certain Amended & Restated Note Purchase Agreement dated July 2014 among the Company, Lender and certain other investors (as may be amended and/or restated in accordance with the terms thereof, the "Purchase Agreement"), the principal and accrued interest (and, in the event of a Corporate Transaction, the Corporate Transaction Payment Amount) shall be due and payable by the Company on demand by the Lender at any time after the earliest of: (i) the Maturity Date, (ii) immediately prior to the closing of a Corporate Transaction and (iii) an Event of Default. The terms of this Note shall be subject in all respect to the Purchase Agreement, and in the event of any conflict between the terms of this Note and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control and supersede the terms of this Note in all respects. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Purchase Agreement. This Note is one of a series of Notes issued purs