Common use of Term and Termination Clause in Contracts

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerIssuer ; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective DateDate (as defined below), and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date. (d) The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Term and Termination. (a) This a. The term of this Agreement shall be effective as of the effective date that the Business Associate begins delivery of its services and shall terminate upon when all of the first PHI provided by the Department to occur the Business Associate, or created or received by the Business Associate on behalf of the Department, is destroyed or returned to the Department, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this subsection. b. Upon the Department's knowledge of a breach, as defined in § 164.402, by the Business Associate, the Department, as its sole discretion, must provide an opportunity for the Business Associate to: (i) cure the dissolution of the Issuerbreach; or (ii) upon notice of termination from end the Administrator that violation and terminate this Agreement if the Administrator desires to withdraw as Business Associate does not cure the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, breach; or (iii) upon end the Removal Effective Date, and violation within the time specified by the Department; or (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may immediately terminate this Agreement at any time if the Business Associate has breached a material term of this Agreement and cure is not possible; or (v) if neither termination nor cure are feasible, the Department must report the violation to the Secretary. c. Upon the Business Associate's knowledge of a material breach by the Department, the Business Associate must either: (i) notify the Department of such breach in reasonable detail, and provide an opportunity for the Department to cure the breach or violation; or (ii) if cure is not possible, the Business Associate may immediately terminate this Agreement; or (iii) if neither termination nor cure is feasible, the Business Associate shall repot the violation to the Secretary. d. The Department may unilaterally terminate this Agreement with the Business Associate upon any of thirty (30) days written notice in the followingevent: (i) the commission Business Associate does not promptly enter into negotiations to amend this Agreement when requested by the Administrator or any Department pursuant to the terms of its executive officers of fraud, gross negligence or willful misconduct;this Agreement; or (ii) the conviction Business Associate does not enter into an amendment to this Agreement providing assurance regarding the safeguarding of PHI that the Department, in its sole discretion, deems sufficient to satisfy the standards and requirements of the Administrator of a felony; (iii) a material breach by HIPAA and HITECH Acts and the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administratorimplementing regulations. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Subject to Sections 11(b) and 11(c) below, the term of the -------------- ----- Employee's employment under this Agreement shall terminate upon the first to occur of be five (i5) the dissolution of the Issuer; (ii) upon notice of termination years from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Partiesdate hereof. (b) In addition Notwithstanding Section 11(a) above, this Agreement shall ------------- terminate immediately upon the death, disability or adjudication of legal incompetence of the Employee, or upon the Company's ceasing to the termination provisions as set forth in Section 7(a)carry on its business or becoming bankrupt. For purposes of this Agreement, the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event Employee shall be deemed to have occurred unless be disabled when the Employee has become unable, by reason of physical or mental disability, to satisfactorily perform his essential job duties and until there is no reasonable accommodation that can be provided to enable him to be a qualified individual with a disability under applicable law. Such matters shall be determined by, or to the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by reasonable satisfaction of, the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorCompany. (c) The Parties shallNotwithstanding Section 11(a) above, on the date Company may terminate ------------- the Employee's employment at any time for Cause or without Cause. "Cause" means (i) the Employee has failed to perform the duties assigned to him and such failure has continued for thirty (30) days following delivery by the Company of written notice to the Employee of such termination failure, (ii) the Employee has been convicted of a felony or if it does not have misdemeanor involving moral turpitude, (iii) the available funds on such dateEmployee has engaged in acts or omissions against the Company constituting dishonesty, as soon as practicable after it does have breach of fiduciary obligation, or intentional wrongdoing or misfeasance, (iv) the available fundsEmployee has acted intentionally or in bad faith in a manner that results in a material detriment to the assets, pay business or prospects of the Company, or (v) the Employee has breached any accrued but costs subject to reimbursement by such Parties through to such dateobligation under this Agreement.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the IssuerCompany; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the IssuerCompany, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective DateDate (as defined below), and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer Company may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer Company (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerCompany; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date. (d) The holders of all voting Class A shares outstanding of all Series together as a single class may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Term and Termination. 9.1 Unless terminated earlier in accordance with its terms, this Agreement will begin on the Effective Date and continue for the Term. Google may extend the Initial Term by a one off 12 month period (the “Google Extension”) by providing at least 30 (thirty) days written notice before the end of the Initial Term. 9.2 Either Google or Opera may suspend performance and/or terminate this Agreement with immediate effect, if the other party: (a) This is in material breach of this Agreement shall where the breach is incapable of remedy; or (b) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice of such breach. 9.3 Either Google or Opera may suspend performance and/or terminate upon the first to occur of (i) the dissolution this Agreement with immediate effect, if in respect of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator other party or any Group Company of the Issuer, Masterworks Cayman and other party any of the Artworkfollowing events occur: (a) it is, which or is deemed for the Administrator may give at purposes of any time in the event that the Administrator determines that it desires applicable law to cease providing services of the type be, unable to pay its debts as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.they fall due for payment; (b) In addition a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law; (c) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; (d) any event analogous to the termination provisions as set forth events listed in Section 7(a)(a) to (c) above takes place in respect of it in any jurisdiction. 9.4 Notwithstanding any other provision of this Agreement, the Issuer Google may terminate this Agreement at any time immediately upon any of the followingwritten notice to Opera if: (ia) the commission by the Administrator Opera is in breach (whether or any not material) of its executive officers clause 14 (Prohibited Actions), provided that Google provides such written notice of fraud, gross negligence or willful misconduct; termination to Opera within thirty (ii30) the conviction days of the Administrator of a felony; (iii) a material breach by the Administrator date on which Google became aware of the terms of this Agreement which relevant breach is not cured within 30 days after receipt by the Administrator of a notice of (and such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event termination right shall be deemed without prejudice to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereofGoogle’s rights under clause 9.2); (ivb) a if Opera is in material violation by the Administrator or any of its executive officers breach of any applicable law Termination Trigger Clause (as defined below) and, where such breach is capable of remedy, fails to remedy that has a material adverse effect on the business breach within fourteen (14) days after receiving written notice of the Issuerbreach; or (vc) the bankruptcy if Opera is in breach (whether or insolvency not material) of a Termination Trigger Clause and fails to remedy that breach within thirty (30) days after receiving written notice of the Administratorbreach. (c) The Parties shall9.5 For the purposes of this clause 9, on a “Termination Trigger Clause” means each of the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.following clauses:

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the IssuerCompany; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the IssuerCompany, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer Company may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer Company (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerCompany; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman and of the ArtworkCompany, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder (provided that such termination shall only be effective upon a sale of the Painting) and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties Issuer shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties, provided that upon any voluntary withdrawal or termination, the Administrator shall effect the sale or disposition of all Single-Issuer Investments and or Whole Artwork Investments prior to the effective time of such termination. (b) In addition to the voluntary termination provisions as set forth in Section 7(a8(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator Manager that the Administrator Manager desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman and of the ArtworkCompany, which the Administrator Manager may give at any time in the event that the Administrator Manager determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator Manager does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon a vote of members of the Issuer holding at least two-thirds (2/3) of equity interests of the Issuer entitled to vote pursuant to the limited liability company operating agreement of the Issuer (the “Operating Agreement”) following any of the following: (i) the commission by the Administrator Manager or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator Manager of a felony; (iii) a material breach by the Administrator Manager of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator Manager of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator Manager is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator Manager fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator Manager or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorManager. (c) The Parties Issuer shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunderthereunder , (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks MW Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerIssuer ; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. 16.1 This Agreement shall, unless otherwise terminated as provided in this clause 16, commence on the Start Date and shall continue through the Initial Term and thereafter, this Agreement shall be automatically renewed for successive rolling periods of 12 months (or such other term as agreed by the parties) (each a Renewal Term), unless: (a) This either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or 60 days before the end of any Renewal Term (except where the Initial Term or Renewal Term (as applicable)) is less than 60 days in duration, in which case at least 30 days’ notice before the end of the applicable Initial Term or Renewal Term will be required), in which case this Agreement shall terminate upon the first to occur of (i) the dissolution expiry of the Issuerapplicable Initial or Renewal Term; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. or (b) In addition to otherwise terminated in accordance with the termination provisions as set forth in Section 7(a)of this Agreement. 16.2 The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”. 16.3 Without affecting any other rights that it may be entitled to, the Issuer either party may terminate this Agreement at any time upon any of without liability to the following: other if: (ia) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) other party commits a material breach by the Administrator of any of the terms of this Agreement which and (if such a breach is not cured remediable) fails to remedy that breach within 30 days after receipt by of that party being notified in writing of the Administrator breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a notice genuine scheme of such breach from solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any member of the Issuer (provided that if such breach is not capable of cure within 30 daysvoluntary arrangement with its creditors, and Administrator is diligently taking steps or it ceases or threatens to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator cease or any of its executive officers of any applicable law that has a material adverse effect carry on the business of the Issuerbusiness; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on there is a change in law or legislation in a territory the date of Customer operates in which affects the way in which the Element Software and Services operate or any such termination territory introduces any law that could require Element to build a ‘back door’ to any data Element stores or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.processes; or

Term and Termination. This Agreement may be terminated: (a) This Agreement shall terminate by the MLP Board and the Operating Company Board upon the first to occur 90 days’ written notice for any reason in each of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.their sole discretion; (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time by Höegh Norway upon any of the following90 days’ written notice if: (i) there is a Change of Control of the commission by MLP or the Administrator or any of its executive officers of fraud, gross negligence or willful misconductGeneral Partner; (ii) the conviction a receiver is appointed for all or substantially all of the Administrator property of a felonythe MLP or the Operating Company; (iii) a material breach by an order is made to wind up the Administrator of MLP or the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof)Operating Company; (iv) a material violation by final judgment, order or decree that materially and adversely affects the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business ability of the IssuerMLP or the Operating Company to perform under this Agreement will have been obtained or entered against the MLP or the Operating Company, and such judgment, order or decree will not have been vacated, discharged or stayed; or (v) the MLP makes a general assignment for the benefit of its creditors, files a petition in bankruptcy or insolvency for liquidation, is adjudged insolvent or bankrupt, commences any proceeding for a reorganization or arrangement of the Administrator.debts, dissolution or liquidation under any law or statute or of any jurisdiction applicable thereto or if any such proceeding is commenced; or (c) at any time on or after December 31, 2024, by Höegh Norway upon 90 days’ written notice for any reason in its sole discretion. Notwithstanding the foregoing and as provided in Schedule B, the arrangement with respect to the positions held, and the provision of services associated with such positions, by any or all of the Managers may be terminated at any time with respect to any or all of such Managers by the MLP Board in its sole discretion. Such positions, and the provision of services associated with such positions, terminate immediately upon delivery by the MLP Board of written notice to Höegh Norway and the Operating Company. The Parties shalltermination of the positions held, on and the provision of services associated with such positions, by any or all of the Managers does not constitute a termination of the other provisions of this Agreement. Any termination of this Agreement is without prejudice to any accrued rights and liabilities of any Party subsisting as of the date of such termination. Notwithstanding the termination or if it does not have of this Agreement, the available funds provisions of Section 6, Section 9, Section 10, Section 11, Section 12, Section 13, Section 14, Section 15, Section 17, Section 18 and Section 19 shall survive the termination and will remain in force and binding on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such dateParties.

Term and Termination. (a) This Agreement shall terminate upon commence on May 9, 2006 (the first to occur “Employment Date”) and is entered into for an initial period of four (i4) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Partiesyears. (b) In addition The Executive is entitled to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any after the expiry of the following: (i) first year under this Agreement by giving three months notice per the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator end of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administratorcalendar month. (c) The Parties shallUnless one Party terminates the Agreement three months prior to the expiration of the initial period or the subsequent periods as per this subsection, on the term of this Agreement shall be automatically extended for further one-year periods, subject however to subsection (b) above. (d) Either Party may terminate the employment for Cause (aus wichtigem Xxxxx) without a notice period. Notwithstanding German law, for the purposes hereof, the term “Cause” shall in particular, but not limited thereto, mean: (i) Executive's repeated failure or refusal to perform his duties or Executive's material breach of. this Agreement where such conduct or breach shall not have ceased within fifteen (15) days following written warning from the Company; (ii) Executive's performance of any act or his failure to act, for which if Executive were prosecuted and convicted, would constitute a crime or offense involving money or other property of the Company or its subsidiaries or other affiliates, or a felony in the jurisdiction involved; (iii) any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries or other affiliates, except where Executive can demonstrate that there is no misappropriation of any corporate opportunity; (iv) Executive's engagement in a fraudulent act which could cause damage or prejudice to the Company or its subsidiaries or other affiliates or in conduct or activities which could be materially damaging to the property, business or reputation of Company or its subsidiaries or other affiliates, all as reasonably determined by the Board of Directors; (v) any act or omission by Executive involving willful misconduct or gross negligence in the performance of Executive's duties to the material detriment of the Company or its subsidiaries or other affiliates; (vi) the entry of an order of a court that remains in effect and is not discharged for a period of at least sixty (60) days, which enjoins or otherwise limits or restricts the performance by Executive under this Agreement, relating to any contract, agreement or commitment made by or applicable to Executive in favor of any former employer or any other person; (vii) the engaging by Executive in any business other than the business of the Company and its subsidiaries or other affiliates which interferes with the. performance of his material duties hereunder; (viii) any breach by Executive of his non-compete, non-disclosure and/or non-solicitation obligations pursuant to this Agreement; or (ix) any false representation made by Executive in connection with the employment contemplated hereunder. Upon termination of Executive's employment for cause, Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive's annual salary pursuant to Section 3(a) hereof, and reimbursement of expenses pursuant to Section 4 hereof as has been accrued through the effective date of such his termination or if it does not have the available funds on such dateof employment. BIRD & BIRD 2/10 Employment Agreement Eugen Barteska The WAAT Corp. Execution Copy - May 9, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date2006 (e) Notice of termination must be given in writing.

Term and Termination. 2.1 Unless sooner terminated pursuant to Paragraph 2.2 hereof, Employee's employment shall commence on the date first set forth above and shall continue through December 31, 1997 unless extended by the mutual written agreement of Employer and Employee (the "Term"). 2.2 Employee's employment shall terminate prior to the expiration of the Term upon the happening of any of the following events: (a) This Agreement shall terminate upon Upon the first to occur death of (i) the dissolution of the IssuerEmployee; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition For cause by the Employer, that is to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the followingsay only: (i) if Employee is convicted of (or pleads nolo contendere to) or at any time prior to employment by Employer, has been convicted of (or pled nolo contendere to) a crime of dishonesty or breach of trust or crime leading to incarceration of more than ninety (90) days (including, without limitation, embezzlement or theft from Employer) or the commission by the Administrator payment of a penalty or any fine of its executive officers of fraud, gross negligence $10,000 or willful misconductmore; (ii) upon a determination by Employer that Employee has engaged in willful misconduct in the conviction performance of his duties under this Agreement or has refused to perform the Administrator services which he has been hired to perform, or has committed an act of a felonyfraud, theft or dishonesty against Employer; (iii) if Employee engages or participates, in any manner, in any business which competes with or would otherwise be deemed a material breach by the Administrator business opportunity of Employer; (iv) if Employee has materially breached any of the terms of this Agreement which or any other material legal obligation to Employer including, without limitation, a breach is of trust or fiduciary duty involving Employer or a material violation of policies or procedures of Employer and has not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 thirty (30) days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.having

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman Issuer and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerIssuer ; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator Manager that the Administrator Manager desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman and of the ArtworkCompany, which the Administrator Manager may give at any time in the event that the Administrator Manager determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator Manager does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon a vote of members of the Issuer holding at least two-thirds (2/3) of equity interests of the Issuer pursuant to the limited liability company operating agreement of the Issuer (the “Operating Agreement”) following any of the following: (i) the commission by the Administrator Manager or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator Manager of a felony; (iii) a material breach by the Administrator Manager of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator Manager of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator Manager is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator Manager fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator Manager or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorManager. (c) The Parties Issuer shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) a. This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) b. In addition to the termination provisions as set forth in Section 7(a)7.a., the Issuer may terminate this Agreement at any time upon any of the following: (i) i. the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) . the conviction of the Administrator of a felony; (iii) . a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) . a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) v. the bankruptcy or insolvency of the Administrator. (c) c. The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. 2.1 Unless sooner terminated pursuant to Paragraph 2.2 hereof, Employee's employment shall commence on the date first set forth above and shall continue for a period of three (3) years unless extended by the mutual agreement of Employer and Employee (the "Term"). 2.2 Employee's employment shall terminate prior to the expiration of the Term upon the happening of any of the following events: (a) This Agreement shall terminate upon Upon the first to occur death of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.Employee; (b) In addition For cause by the Employer, that is to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the followingsay only: (i) if Employee is convicted of (or pleads nolo contenders to) or at any time prior to employment by Employer has been convicted of (or pled nolo contenders to) a crime of dishonesty or breach of trust or crime leading to incarceration of more than ninety (90) days (including, without limitation, embezzlement or theft from Employer) or the commission by the Administrator payment of a penalty or any fine of its executive officers of fraud$10,000, gross negligence or willful misconductmore; (ii) upon a determination by Employer that Employee has engaged in willful misconduct in the conviction performance of his duties under this Agreement or has refused to perform the Administrator services which he has been hired to perform, or has committed an act of a felonyfraud, theft or dishonesty against Employer; (iii) a material breach by the Administrator if Employee has materially breached any of the terms of this Agreement which or any other material legal obligation to Employer including, without limitation, a breach is of trust or fiduciary duty involving Employer or a material violation of policies or procedures of Employer and has not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 thirty (30) days after receiving having been given written notice thereof); (iv) a material violation thereof by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerEmployer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This The term of this Agreement (the “Term”) shall terminate upon be for the first to occur shorter of (i) two (2) months from and after the dissolution of the Issuer; date first above written or (ii) upon notice of termination from the Administrator that the Administrator desires last to withdraw as the administrator expire of the Issuer, Masterworks Cayman and of Amended Warrants. (b) This Agreement may be terminated by the Artwork, which the Administrator may give Company at any time prior to the acceptance by the Company of the Warrant Holders’ Acceptance and Exercise Documents by the Company (i) in the event that the Administrator determines that it desires Warrant Agent shall have failed to cease providing services perform any of its material obligations hereunder, (ii) on account of the type as set forth herein to any PersonWarrant Agent’s fraud, and provided that the Administrator does so cease providing such services thereunderillegal or willful misconduct or gross negligence, or (iii) upon in the Removal Effective Date, and (iv) on the joint agreement event of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorWarrant Agent. (c) In the event of termination of the Agreement by the Company pursuant to this Section 7, the Warrant Agent shall not be entitled to any amounts except (i) as may be due under any indemnity or contribution obligation provided herein, at law or otherwise, (ii) as provided in Section 5(c) above, or (iii) that portion of the Solicitation Fee for any Warrant Investors who exercised their Amended Warrants prior to the Company’s notice of termination, assuming such Warrant Holders’ Acceptance and Exercise Documents have been accepted by the Company and that a Closing has occurred. (d) Before any termination by Company under Section 7(b)(i) or (iii) shall become effective, the Company shall give five (5) days prior written notice to the Warrant Agent of its intention to terminate the Agreement (the “Termination Notice”). The Parties shallTermination Notice shall specify the grounds for the proposed termination. If the specified grounds for termination, or their resulting adverse effect on the date transactions contemplated hereby, are curable, then the Warrant Agent shall have three (3) days from the Termination Notice within which to remove such grounds or to eliminate all of such termination or if it does not have their material adverse effects on the available funds on such datetransactions contemplated hereby; otherwise, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such dateAgreement shall terminate.

Term and Termination. 12.1 This Agreement shall bind the parties for a term commencing on XXXXXX until YYYYYY, which may be renewed on consent of the parties for a further specified period of time (the “Term”). 12.2 For the purpose of this Agreement the following shall constitute events of default (herein "Events of Default"): (a) This Agreement shall terminate upon if a petition is filed or resolution passed or an order on its business made or the first Contractor agrees to occur make a bulk sale of (i) its assets or if the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires Contractor otherwise ceases or threatens to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) carry on the joint agreement of the Parties.its business; (b) In addition to if the termination provisions as set forth Contractor has acted in Section 7(a), such a way that would materially adversely affect the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms purpose and objectives of this Agreement which breach is Agreement, including but not cured within 30 days after receipt by the Administrator restricted to acts such as theft of a notice mail and delay of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof)mail; (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) if there is a breach of any representation or warranty made by the Contractor in connection with this Agreement or if any such representation or warranty proves untrue; (d) if the Contractor neglects or fails to perform or observe any of its obligations under this Agreement and fails to cure the breach to the satisfaction of Canada Post following written notice to the Contractor; (e) notwithstanding the foregoing sub-section (d), if the Contractor is in breach of Article 3.8 of this Agreement; (f) if the Contractor or its subcontractor(s) are not in compliance with Schedule “C” as determined by Canada Post. (g) if the Contractor or Subcontractor, or any of their respective directors, officers or employees are, or have been, convicted of an offence, other than an offence for which a criminal pardon has been granted, that in the opinion of Canada Post, could materially adversely affect the ability or desirability of the Contractor or Subcontractor to deliver all or part of the Work”. 12.3 Canada Post may, upon the occurrence of any of the Events of Default, and in addition to any rights or remedies available to it under this Agreement, or by law, exercise either or all of the following remedies: (a) terminate this Agreement, in whole or in part, immediately without notice; (b) take possession, immediately, without demand or notice, without any court order or other process of law, any and all property of Canada Post and Mail tendered to, provided to, loaned to or otherwise received by the Contractor, as the case may be, under this Agreement. 12.4 Canada Post may in its sole discretion immediately and without cost or liability of any kind terminate this Agreement in whole or in part without cause and without liability by giving ninety (90) days written notice to the Contractor. 12.5 The Parties shallContractor shall have no claim against Canada Post for damages or for loss of anticipated profits as a result of the termination of this Agreement as herein provided. 12.6 Termination of this Agreement shall be without prejudice to the rights of the parties that have accrued prior to termination. 12.7 The provisions of clauses 6.0, on 7.1, 7.2, 8.1, 12.3 , 12.5, 12.6, 17.1, 31.0 and all of section 14.0 shall survive the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such dateexpiry of this Agreement.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the IssuerIssuer , Masterworks MW Cayman and of the ArtworkPainting, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerIssuer ; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman and of the ArtworkCompany, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder (provided that such termination shall only be effective upon a sale of the Painting) and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorAdministrator . (c) The Parties Issuer shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. 6.1 This Agreement will be effective on and from the Commencement Date and will remain in force until the End Date, unless terminated in accordance with this Agreement (the Term). 6.2 The Treasury can terminate this Agreement with immediate effect, by giving notice to the Recipient, at any time while: (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties.Recipient is insolvent or bankrupt; (b) In addition the Recipient is subject to the termination provisions as set forth appointment of, or a proposal to appoint, a liquidator, receiver, manager or similar person in Section 7(a), respect of any material part of its assets; (c) the Issuer may terminate this Agreement at any time upon any Recipient has ceased to carry on its operations or business (or a material part of them) in New Zealand; (d) the entirety of the followingRecipient’s ordinary shares cease to be exclusively owned or controlled by the Crown; or (e) any one or more of the follow events or circumstances remains unremedied: (i) the commission by the Administrator Recipient is in breach of any material obligation, or any of its executive officers of frauda condition or warranty, gross negligence or willful misconductunder this Agreement; (ii) the conviction of Recipient has abandoned the Administrator of a felonyProject; (iii) a material breach by the Administrator Recipient is involved in any intentional or reckless conduct in connection with the Project which, in the reasonable opinion of the terms of this Agreement which breach is not cured within 30 days after receipt by Treasury, has materially damaged or could materially damage the Administrator of a notice of such breach from any member reputation, good standing or goodwill of the Issuer (provided that if such breach Treasury, another government department or the Crown generally, or is not capable of cure within 30 days, involved in any intentional and Administrator is diligently taking steps to cure material misrepresentation or any fraud in connection with the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof)Project; (iv) a material violation by the Administrator Recipient (or any of its executive officers personnel or contractors) is subject to a Conflict of any applicable law that has a material adverse effect on Interest which cannot be managed to the business of the IssuerTreasury’s satisfaction; or (v) the bankruptcy or insolvency Recipient is unable to comply with a material obligation under this Agreement as a result of the Administratora Force Majeure Event and that inability to comply continues for more than 40 consecutive Business Days. 6.3 However, where a Termination Event set out in clause 6.2(e) applies, the Treasury will give notice to the Recipient requesting a remedy, and will not exercise its right of termination unless the relevant event remains unremedied for at least 30 Business Days (cor any longer period agreed with the Recipient) after that notice has been provided by the Treasury. 6.4 The Parties shall, on Treasury may recover Funding from the date of such termination or if it does not have the available funds on such date, Recipient as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.follows: Comm

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator Manager that the Administrator Manager desires to withdraw as the administrator Manager of the Issuer, Masterworks Cayman and of Issuer with respect to the ArtworkOffering, which the Administrator Manager may give at any time in the event that the Administrator Manager determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator Manager does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator Manager or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator Manager of a felony; (iii) a material breach by the Administrator Manager of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator Manager of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator Manager is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator Manager fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator Manager or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorManager. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman and of the ArtworkCompany, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the AdministratorAdministrator . (c) The Parties Issuer shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This a. The term of this Agreement shall be effective as of the effective date that the Business Associate begins delivery of its services and shall terminate upon when all of the first PHI provided by the State to occur the Business Associate, or created or received by the Business Associate on behalf of the State, is destroyed or returned to the State, or, if it is infeasible to return or destroy PHI, protections are extended to such information, in accordance with the termination provisions in this subsection. b. Upon the State 's knowledge of a breach, as defined in § 164.402, by the Business Associate, the Department, as its sole discretion, must provide an opportunity for the Business Associate to: (i) cure the dissolution of the Issuerbreach; or (ii) upon notice of termination from end the Administrator that violation and terminate this Agreement if the Administrator desires to withdraw as Business Associate does not cure the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, breach; or (iii) upon end the Removal Effective Date, and violation within the time specified by the Department; or (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may immediately terminate this Agreement at any time if the Business Associate has breached a material term of this Agreement and cure is not possible; or (v) if neither termination nor cure are feasible, the State must report the violation to the Secretary. c. Upon the Business Associate's knowledge of a material breach by the State, the Business Associate must either: (i) notify the State of such breach in reasonable detail, and provide an opportunity for the State to cure the breach or violation; or (ii) if cure is not possible, the Business Associate may immediately terminate this Agreement; or (iii) if neither termination nor cure is feasible, the Business Associate shall repot the violation to the Secretary. d. The State may unilaterally terminate this Agreement with the Business Associate upon any of thirty (30) days written notice in the followingevent: (i) the commission Business Associate does not promptly enter into negotiations to amend this Agreement when requested by the Administrator or any State pursuant to the terms of its executive officers of fraud, gross negligence or willful misconduct;this Agreement; or (ii) the conviction Business Associate does not enter into an amendment to this Agreement providing assurance regarding the safeguarding of PHI that the State, in its sole discretion, deems sufficient to satisfy the standards and requirements of the Administrator of a felony; (iii) a material breach by HIPAA and HITECH Acts and the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administratorimplementing regulations. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of Art Holdco and or the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator manager of the Issuer, Masterworks Cayman Issuer and of the ArtworkPainting , which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a6(a), the Issuer or Masterworks Collection may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the IssuerIssuer or the Masterworks Collection, respectively ; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

Term and Termination. (a) This Agreement shall terminate upon the first to occur of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, thereunder and (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties, provided that upon any voluntary withdrawal or termination, the Administrator shall effect the sale or disposition of all Single-Issuer Investments and or Whole Artwork Investments prior to the effective time of such termination. (b) In addition to the voluntary termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the following: (i) the commission by the Administrator or any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administrator. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.