Common use of Offering Process Clause in Contracts

Offering Process. In connection with the Offering, each of the Co-Managers will: a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates; b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser will then be authorized to: a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client; c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its sale of securities to those potential investors accepted by Client in the Offering.

Offering Process. In connection with the Offering, each of the Co-Managers will: a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates; b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser Arete representative will then be authorized to: a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client; c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its sale of securities to those potential investors accepted by Client in the Offering. For the avoidance of doubt, IndieBrokers shall use its best efforts to assist with ongoing FINRA filing(s) pursuant to Rule 5110, perform due diligence and record management in connection with the Offering, and assist the Client as necessary with regulatory and compliance consulting services, but will not (along with any of its representatives) solicit purchases of, or make any recommendations regarding, the Class A shares to potential investors.

Offering Process. In connection with the Offering, each of the Co-Managers will: a. Familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliates; b. Review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) in connection with the offering of the Securities; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the Co-Managers is satisfied with the results of its due diligence of Client, each Co-Manager Adviser Arete representative will then be authorized to: a. Identify and contact possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage in conversations with potential investors that express an interest in learning more about the Offering (and similar transactions) via the Masterworks Platform and were directed to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate of the Client; c. Use the Offering Circular (and any other Offering Materials approved by the Client and such Co-Manager) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, and assist the Client in responding to due diligence requests from potential investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its sale of securities to those potential investors accepted by Client in the Offering.

Offering Process. In connection with the Offering, each and subject to the provisions of the CoParagraph 10, Managing Broker-Managers Dealer will: a. Familiarize (a) familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client, including the artwork to be beneficially owned by the Client and information relating to the acquisition of the artwork by Client and its affiliatesindustry; b. Review (b) review to its satisfaction the final offering circular filed with the United States Securities and Exchange Commission (“SEC”) pursuant to Rule 253(g) (the “Offering Circular”) and such other documents to be used by such Co-Manager (the “Offering Materials”) prepared in connection with the offering of the SecuritiesOffering; and c. Review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Offering and assist the Client to meet certain applicable rules and regulations promulgated by, and guidance issued by, the SEC and Financial Industry Regulatory Authority, Inc. (“FINRA”). If each of the CoManaging Broker-Managers Dealer is satisfied with the results of its due diligence of Client, each CoManaging Broker-Manager Adviser will then be authorized toDealer shall: a. Identify and contact (c) enter into an offering deposit account agency agreement with the Client in the form attached as Exhibit A for receipt of Subscriber funds into the “Offering Deposit Account”; (d) identify possible high net-worth, ultra-high net-worth, and institutional investors, investors which might have an interest in receiving the Offering Materials and evaluating participation in the Offering; b. Engage (e) contact one or more possible investors in conversations with potential investors that express an interest in learning more about the Securities (the “Potential Investors”) and distribute the Offering (and similar transactions) via Materials to those requesting receipt of the Masterworks Platform and were directed same subject to the Co-Manager by the Masterworks Platform, which is controlled by an affiliate requirements of the ClientParagraph 10; c. Use the Offering Circular (f) attend meetings (including telephone conferences and any other Offering Materials approved by the Client and such Coweb-Managerbased meetings) for solicitation purposes, which the Client will distribute via the Masterworks Platform to each potential investor concurrently with or in advance of any oral communication by a registered representative with such potential investor; d. Attend meetings with Client and potential investors, Potential Investors; and assist the Client in responding to due diligence requests from potential investorsPotential Investors; e. Ensure to its satisfaction that Anti-Money Laundering (“AML”g) procedures are implemented for all potential investors in the Offering; f. Ensure to its satisfaction that suitability assessments are conducted for all potential investors with which such Co-Manager has any communications; and g. Generally assist the Client in its closing on the sale of securities Securities to those potential investors Potential Investors accepted by Client in the Offering; (h) enter into a selected dealer agreement in such form as may be acceptable to and approved by the Client with each Selected Dealer, and not modify, amend or supplement the terms of any such agreement without the prior written consent of the Client; and (i) provide, or require the Selected Dealer to provide, each Potential Subscriber with a copy of the final Offering Circular and any exhibits and appendices thereto.