Common use of Compensation and Expenses; Covenant Clause in Contracts

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A preferred shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, comprised of a 1.0% entity management fee and a 0.5% art management fee, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A preferred shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A preferred shares actually received by the Administrator and any excess Class A preferred shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A preferred shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would be permitted to charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A preferred shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, comprised of a 1.0% entity management fee and a 0.5% art management fee, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A preferred shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A preferred shares actually received by the Administrator and any excess Class A preferred shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A preferred shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereofOffering. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued)Offering. (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, provided that if the Offering is fully subscribed and subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the subscription proceeds Class A shares offered have been received by the Companyissued. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, provided that if the Offering is fully subscribed and subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereofoffered have been issued. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A SPC Preferred shares of the Issuer Portfolio equal to 1.5% of the total Class A SPC shares of the Portfolio outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Preferred shares will be exchangeable for Class A shares of the Company at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part. (b) Subject to Section 6 hereof, the Class A The SPC Preferred shares shall be earned ratably on the basis of a 360- 360-day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A SPC Preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A SPC Preferred shares actually received by the Administrator and any excess Class A SPC Preferred shares received by the Administrator, if any, shall be refunded to the IssuerPortfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A SPC Preferred shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would be permitted to charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices following the Effective Date, the Administrator shall earn administration fees and expense reimbursements in the form of Class A SPC Ordinary shares of the Issuer Portfolio equal to 1.5% of the total Class A SPC shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the later of (i) January 1, 2024 and (ii) the date of the final closing of the Offering offering of shares of the Issuer (the “Offering”) or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Ordinary shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Ordinary shares will be exchangeable for Class A ordinary shares of the Issuer at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part. (b) Subject to Section 6 hereof, the Class A The SPC Ordinary shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A ordinary shares of the Issuer and the SPC Ordinary shares of the Portfolio (collectively, the “Management Fee Shares”) actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares Management Fee Shares actually received by the Administrator and any excess Class A shares Management Fee Shares received by the Administrator, if any, shall be refunded to the IssuerIssuer or Portfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A sharesManagement Fee Shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, provided that if the Offering is fully subscribed and subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereofoffered have been issued. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium fees charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such timeother market participants for executing similar transactions. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration equity-based management fees and expense reimbursements in the form of Class A SPC Preferred shares of the Issuer equal each Segregated Portfolio that owns title to Artwork at a rate of 1.5% of the total Class A SPC shares outstanding or for which subscriptions have been received, per annumof such Segregated Portfolio outstanding, after giving effect to such issuance, issued on a quarterly basis in arrearsper annum, commencing on the earliest closing date of on which the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the applicable Series Offering is fully subscribed and at least 95% of the subscription proceeds for such offering have been received by the Companyapplicable Series. These Class A SPC Preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Preferred shares shall be earned for any period prior to the final closing of the a Series Offering (or the date on which at least 95% of the Class A shares offered have been issued). There is no overall limit to the number of SPC Preferred shares that may be issued to pay these fees and expenses. After vesting, the SPC Preferred shares will be exchangeable for Class A shares of the Series of which the Segregated Portfolio holds the Artwork at an exchange rate of 1 for 1. The SPC Preferred shares earned pursuant to this Agreement for any Series shall have the terms, rights and privileges described in the Offering materials for the initial Series Offering conducted by such Series. (b) Subject to Section 6 hereof, the Class A SPC Preferred shares shall be earned ratably on the basis of a 360- 360-day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A SPC Preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A SPC Preferred shares actually received by the Administrator and any excess Class A SPC Preferred shares received by the Administrator, if any, shall be refunded to the Issuerrelevant Segregated Portfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A SPC Preferred shares, in connection with the provision of the Non-Routine Services, the Issuer applicable Series shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork of a Series without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting such Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer Company and the Series and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A preferred shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, comprised of a 1.0% entity management fee and a 0.5% art management fee, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A preferred shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A preferred shares actually received by the Administrator and any excess Class A preferred shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A preferred shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration equity-based management fees and expense reimbursements in the form of Class A SPC Preferred shares of the Issuer equal each Segregated Portfolio that owns title to Artwork at a rate of 1.5% of the total Class A SPC shares outstanding or for which subscriptions have been received, per annumof such Segregated Portfolio outstanding, after giving effect to such issuance, issued on a quarterly basis in arrearsper annum, commencing on the earliest closing date of on which the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering applicable Series Tranche is fully subscribed and at least 95% of the subscription proceeds for such offering have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereofapplicable Series. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Preferred shares shall be earned for any period prior to the final closing of the Offering a Series Tranche (or the date on which at least 95% of the Class A shares offered have been issued). There is no overall limit to the number of SPC Preferred shares that may be issued to pay these fees and expenses. The SPC Preferred shares will be exchangeable for Class A shares of the Series of which the Segregated Portfolio holds the Artwork at an exchange rate of 1 for 1 such that the number of Class A shares issuable upon exchange shall always equal the number of Class A shares that would have been received by the Administrator had this agreement been drafted such that the Administrator was entitled to receive Class A shares of the applicable Series at a rate of 1.5% of the total Class A shares outstanding in lieu of SPC Preferred shares of the applicable Segregated Portfolio. The SPC Preferred shares earned pursuant to this Agreement for any Series shall have the terms, rights and privileges described in the Offering materials for the initial Series Tranche conducted by such Series. The Administrator may, in its sole discretion, reduce management fees, in whole or in part. (b) Subject to Section 6 hereof, the Class A The SPC Preferred shares shall be earned ratably on the basis of a 360- 360-day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A SPC Preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A SPC Preferred shares actually received by the Administrator and any excess Class A SPC Preferred shares received by the Administrator, if any, shall be refunded to the Issuerrelevant Segregated Portfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A SPC Preferred shares, in connection with the provision of the Non-Routine Services, the Issuer applicable Series shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork of a Series without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting such Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer Company and the Series and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration equity-based management fees and expense reimbursements in the form of Class A SPC Preferred shares of the Issuer equal each Segregated Portfolio that owns title to Artwork at a rate of 1.5% of the total Class A SPC shares outstanding or for which subscriptions have been received, per annumof such Segregated Portfolio outstanding, after giving effect to such issuance, issued on a quarterly basis in arrearsper annum, commencing on the earliest closing date of on which the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the applicable Series Offering is fully subscribed and at least 95% of the subscription proceeds for such offering have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereofapplicable Series. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Preferred shares shall be earned for any period prior to the final closing of the a Series Offering (or the date on which at least 95% of the Class A shares offered have been issued). There is no overall limit to the number of SPC Preferred shares that may be issued to pay these fees and expenses. The SPC Preferred shares will be exchangeable for Class A shares of the Series of which the Segregated Portfolio holds the Artwork at an exchange rate of 1 for 1. The SPC Preferred shares earned pursuant to this Agreement for any Series shall have the terms, rights and privileges described in the Offering materials for the initial Series Offering conducted by such Series. The Administrator may, in its sole discretion, reduce management fees, in whole or in part. (b) Subject to Section 6 hereof, the Class A The SPC Preferred shares shall be earned ratably on the basis of a 360- 360-day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A SPC Preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A SPC Preferred shares actually received by the Administrator and any excess Class A SPC Preferred shares received by the Administrator, if any, shall be refunded to the Issuerrelevant Segregated Portfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A SPC Preferred shares, in connection with the provision of the Non-Routine Services, the Issuer applicable Series shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork of a Series without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting such Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer Company and the Series and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A preferred shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, comprised of a 1.0% entity management fee and a 0.5% art management fee, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A preferred shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A preferred shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A preferred shares actually received by the Administrator and any excess Class A preferred shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (c) In addition to the Class A preferred shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements from the Issuer in the form of Class A shares of the Issuer equal to representing 1.5% of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares outstanding per annum for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears. (collectively, commencing on the date such issuance of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing dateshares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company“Services Fee”). These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A shares Service Fee received by the Administrator, if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) The Administrator shall not be entitled to any direct compensation for Services performed prior to any Whole Artwork Investment and any consideration received by Administrator for performing similar services to Single-Asset Issuers shall be deemed adequate consideration hereunder for such Services. In return for the ServicesServices following a Whole Artwork Investment, if any, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer Holdco equal to 1.5% of the total Holdco Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the CompanyWhole Artwork Investment. These Class A shares will be subject to vesting provisions set forth in Section 6 7 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares of Holdco shall be earned for any period prior to the final closing acquisition of the Offering (or the date on which at least 95% of the Class A shares offered have been issued)a Whole Artwork Investment. (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date date of consummation of the Whole Artwork Investment and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the IssuerHoldco, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Holdco Class A shares, in connection with the provision of the Non-Routine ServicesServices and irrespective of whether or not the Issuer has made a Whole Artwork Investment, the Issuer (or one of the other Parties, if any) shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork or Single-Asset Issuer Investment is soldsold or liquidated or a distribution is received in respect thereof. (d) Masterworks The Administrator and our Board of Managers (or the board of managers of the applicable Single-Asset Issuer) may determine to sell the Painting Artwork constituting a Whole Artwork Investment without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s buyer premium charged by Sotheby’s, ’s or Christie’s or Pxxxxxxx in effect at such time. In addition, the Administrator and our Board of Managers may determine to sell Artwork constituting a Whole Artwork Investment to a newly-formed Single-Asset Issuer, in which event an affiliate of the Administrator would be entitled to a sales commission up to 11% of the fair market value of Artwork at such time. Any such securitization would have the same economic terms as those included in other Single-Asset Offerings conducted via the Masterworks Platform at such time, except there would be no true-up payable to Masterworks. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and, if there has been a Whole Artwork Investment, Holdco and the Segregated Portfolio and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the ServicesPainting-Level Services described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements in the form of (i) Class A ordinary shares of the Issuer equal to 1.51% of the total Class A ordinary shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95arrears (ii) cash per year to be paid per annum by Masterworks Collection equal to 1.0% of the subscription proceeds have been received total amount invested by Masterworks Collection in Art Holdco. (b) In return for the Company. These Class A shares will be subject to vesting provisions set forth Entity-Level Services described in Section 6 hereof. For 1(a), the avoidance of doubt, no Administrator shall earn administration fees or and expense reimbursements from the Issuer in the form of Class A ordinary shares representing 1.0% of the total Class A ordinary s hares of the Company outstanding (based on the number of Class A Ordinary Shares outstanding per annum for as long as this Agreement is in effect, which shares shall be earned for any period prior to the final closing of the Offering (or the date issued on which at least 95% of the Class A shares offered have been issued)a quarterly basis in arrears. (bc) Subject to Section 6 hereof, the The issuance of Class A ordinary shares and cash fees payable by Masterworks Collection are collectively referred to as the “Services Fee”. The Service s Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator and any excess Class A shares Service s Fee received by the Administrator, if any, shall be refunded to the IssuerIssuer and or Masterworks Collection, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (cd) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), Art Holdco or the Issuer Reg A GP, as applicable, shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices following the Effective Date, the Administrator shall earn administration management fees and expense reimbursements in the form of Class A SPC Preferred shares of the Issuer Portfolio equal to 1.5% of the total Class A SPC shares of the Portfolio outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the later of (i) January 1, 2024 or (ii) the date of the final closing of the Offering offering of shares of the Issuer (the “Offering”) or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A SPC Preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Preferred shares will be exchangeable for Class A ordinary shares of the Issuer at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part. (b) Subject to Section 6 hereof, the Class A The SPC Preferred shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A preferred shares of the Issuer and the SPC Preferred shares of the Portfolio (collectively, the “Management Fee Shares”) actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares Management Fee Shares actually received by the Administrator and any excess Class A shares Management Fee Shares received by the Administrator, if any, shall be refunded to the IssuerIssuer or Portfolio, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Class A sharesManagement Fee Shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork is sold. (d) Masterworks may determine to sell the Painting Artwork without engaging a third-party intermediary, in which event, the Administrator would be permitted to charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s premium charged by SothebySxxxxxx’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator Manager shall earn administration fees and expense reimbursements from the Issuer in the form of Class A shares of the Issuer equal to 1.5representing 1 % of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares and Preferred Shares outstanding per annum for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears. (collectively, commencing on the date such issuance of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing dateshares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company“Services Fee”). These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator Manager (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A shares Service Fee received by the AdministratorManager, if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator Manager shall be issued to the Administrator Manager on or immediately prior to consummation of the sale of the Painting. (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator Manager for all out-of-pocket costs, expenses and payments incurred or made by the Administrator Manager in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator Manager covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator Manager to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, provided that if the Offering is fully subscribed and subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the subscription proceeds Class A shares offered have been received by the Companyissued. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the consummation of the sale of the Painting. (c) In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements from the Issuer in the form of Class A shares of the Issuer equal to representing 1.5% of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares outstanding per annum for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears, commencing on the date . (such issuance of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing dateshares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company“Services Fee”). These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A shares Service Fee received by the AdministratorAdministrator , if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements from the Issuer in the form of Class A shares of the Issuer equal to 1.5representing 1% of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares and Preferred Shares outstanding per annum for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears. (collectively, commencing on the date such issuance of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing dateshares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company“Services Fee”). These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A shares Service Fee received by the AdministratorAdministrator , if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the Painting. (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) a. In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, provided that if the Offering is fully subscribed and subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the subscription proceeds Class A shares offered have been received by the Companyissued. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) b. Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to the consummation of the sale of the Painting. (c) c. In addition to the Class A shares, in connection with the provision of the Non-Routine Services, the Issuer shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) d. Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, ’s or Christie’s or Pxxxxxxx in effect at such time. (e) e. For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator Manager shall earn administration fees and expense reimbursements in the form of Class A shares of from the Issuer equal to 1.52% of the purchase price of the Painting, per annum, for the first five 12-month periods (i.e. 60 months) following the Effective Date, which shall be prepaid in cash by the Issuer upon the Effective Date. After the five-year anniversary of the Effective Date, the Manager shall earn shares representing 2% of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares and Preferred Shares outstanding on the first day of each such 12-month period, but excluding, for purposes of this calculation, any Class B Ordinary Shares or Class A Ordinary Shares that were issued as a result of any conversion of the Class B Ordinary Shares of the Company) for each ensuing 12-month period for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears. (collectively, commencing on the date such payments of the final closing cash and issuance of the Offering or the date of an earlier closing if, as of such earlier closing dateshares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company“Services Fee”). These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). (b) Subject to Section 6 hereof, the Class A shares The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares Services Fee actually earned by the Administrator (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and the number of Class A shares Service Fees actually received by the Administrator Manager (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Class A shares Service Fee received by the AdministratorManager, if any, shall be refunded to the Issuer, as applicable, Issuer and any shortfall payable or issuable to the Administrator Manager shall be paid or issued to the Administrator Manager on or immediately prior to consummation of the sale of the Painting. (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator Manager for all out-of-pocket costs, expenses and payments incurred or made by the Administrator Manager in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator Manager covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator Manager to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) The Administrator shall not be entitled to any direct compensation for Services performed prior to any Whole Artwork Investment and any consideration received by Administrator for performing similar services to Single-Asset Issuers shall be deemed adequate consideration hereunder for such Services. In return for the ServicesServices following a Whole Artwork Investment, if any, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer Holdco equal to 1.5% of the total Holdco Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the CompanyWhole Artwork Investment. These Class A shares will be subject to vesting provisions set forth in Section 6 7 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares of Holdco shall be earned for any period prior to the final closing acquisition of the Offering (or the date on which at least 95% of the Class A shares offered have been issued)a Whole Artwork Investment. (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- 360-day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date date of consummation of the Whole Artwork Investment and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the IssuerHoldco, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Holdco Class A shares, in connection with the provision of the Non-Routine ServicesServices and irrespective of whether or not the Issuer has made a Whole Artwork Investment, the Issuer (or one of the other Parties, if any) shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork or Single-Asset Issuer Investment is soldsold or liquidated or a distribution is received in respect thereof. (d) Masterworks The Administrator and our Board of Managers (or the board of managers of the applicable Single-Asset Issuer) may determine to sell the Painting Artwork constituting a Whole Artwork Investment without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s buyer premium charged by Sotheby’s, ’s or Christie’s or Pxxxxxxx in effect at such time. In addition, the Administrator and our Board of Managers may determine to sell Artwork constituting a Whole Artwork Investment to a newly-formed Single-Asset Issuer, in which event an affiliate of the Administrator would be entitled to a sales commission up to 11% of the fair market value of Artwork at such time. Any such securitization would have the same economic terms as those included in other Single-Asset Offerings conducted via the Masterworks Platform at such time, except there would be no true-up payable to Masterworks. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and, if there has been a Whole Artwork Investment, Holdco and the Segregated Portfolio and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.

Compensation and Expenses; Covenant. (a) In return for the ServicesServices described in Section 1(a), the Administrator Issuer shall earn pay to the Manager annual administration fees and expense reimbursements in the form of Class A shares cash equal to 2% of the purchase price of the Painting, payable quarterly in arrears, for the first five 12-month periods (i.e. 60 months) following the Effective Date. After the five-year anniversary of the Effective Date, the Issuer equal will issue to 1.5the Manager shares representing 2% of the total Class A Shares of the Company outstanding (based on the number of Class A Shares outstanding on the first day of each such 12-month period, but excluding, for purposes of this calculation, any Class A Shares that were issued as a result of any conversion of the Class B Shares of the Company) for each ensuing 12-month period for as long as this Agreement is in effect, which shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, shall be issued on a quarterly basis in arrears. (collectively, commencing on the date such payments of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing datecash and shares, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued“Services Fee”). (b) Subject to Section 6 hereof, the Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Class A shares actually earned by Services Fee for the Administrator (based on the number of days elapsed between the Effective Date period from and including the date of the last payment or issuance of the Services Fee, as applicable, to and excluding the date of consummation of the sale of the PaintingPainting (i.e. the date 100% of the consideration has been received) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the Issuer, as applicable, pro-rated and any shortfall payable or issuable to the Administrator shall be issued to payable in cash at the Administrator on or immediately prior to consummation rate set forth in the first sentence of the sale of the Paintingthis Section 3(a). (cb) In addition to the Class A sharesServices Fee, in connection with the provision of the Non-Routine ServicesServices described in Section 1(a)(iii), the Issuer shall reimburse the Administrator Manager for all out-of-pocket costs, expenses and payments incurred or made by the Administrator Manager in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting is sold. (d) Masterworks may determine to sell the Painting without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting a reasonable fee not to exceed the lowest published buyer’s premium charged by Sotheby’s, Christie’s or Pxxxxxxx in effect at such time. (ec) For so long as this Agreement remains in effect, Administrator Manager covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator Manager to fund the operations of the Issuer and the maintenance of the Painting until the sale of the Painting.

Compensation and Expenses; Covenant. (a) The Administrator shall not be entitled to any direct compensation for Services performed prior to any Whole Artwork Investment and any consideration received by Administrator for performing similar services to Single-Asset Issuers shall be deemed adequate consideration hereunder for such Services. In return for the ServicesServices following a Whole Artwork Investment, if any, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer Holdco equal to 1.5% of the total Holdco Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued)Whole Artwork Investment. (b) Subject to Section 6 hereof, the The issuance of Class A shares shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting Artwork is sold, the Class A shares actually earned by the Administrator (based on the number of days elapsed between the Effective Date date of consummation of the Whole Artwork Investment and the date to and excluding the date of consummation of the sale of the PaintingArtwork) and the number of Class A shares actually received by the Administrator and any excess Class A shares received by the Administrator, if any, shall be refunded to the IssuerHoldco, as applicable, and any shortfall payable or issuable to the Administrator shall be issued to the Administrator on or immediately prior to consummation of the sale of the PaintingArtwork. (c) In addition to the Holdco Class A shares, in connection with the provision of the Non-Routine ServicesServices and irrespective of whether or not the Issuer has made a Whole Artwork Investment, the Issuer (or one of the other Parties, if any) shall reimburse the Administrator for all out-of-pocket costs, expenses and payments incurred or made by the Administrator in connection with such Non-Routine Services, provided, the reimbursement obligation shall be suspended (without interest or penalty) until the Painting Artwork or Single-Asset Issuer Investment is soldsold or liquidated or a distribution is received in respect thereof. (d) Masterworks The Administrator and our Board of Managers (or the board of managers of the applicable Single-Asset Issuer) may determine to sell the Painting Artwork constituting a Whole Artwork Investment without engaging a third-party intermediary, in which event, the Administrator would charge the buyer of the Painting Artwork a reasonable fee not to exceed the lowest published buyer’s buyer premium charged by Sotheby’s, ’s or Christie’s or Pxxxxxxx in effect at such time. In addition, the Administrator and our Board of Managers may determine to sell Artwork constituting a Whole Artwork Investment to a newly-formed Single-Asset Issuer, in which event an affiliate of the Administrator would be entitled to a sales commission up to 11% of the fair market value of Artwork at such time. Any such securitization would have the same economic terms as those included in other Single-Asset Offerings conducted via the Masterworks Platform at such time, except there would be no true-up payable to Masterworks. (e) For so long as this Agreement remains in effect, Administrator covenants to maintain on hand cash reserves sufficient to pay at least one year of estimated expenses to satisfy its obligations under this Agreement and the commitment from the Administrator to fund the operations of the Issuer and, if there has been a Whole Artwork Investment, Holdco and the Segregated Portfolio and the maintenance of the Painting Artwork until the sale of the PaintingArtwork.