Common use of Underwriting Compensation Determination and Cap Clause in Contracts

Underwriting Compensation Determination and Cap. The maximum amounts set forth in clauses (a) and (c) above are underwriting compensation. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or the Company to any related person of IndeBrokers is deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other offerings in a manner deemed to be reasonable and appropriate by IndeBrokers, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the parties will adjust the provisions of this Agreement or the terms of employment of persons affiliated with IndeBrokers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. For the avoidance of doubt, the total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed an amount that equals ten percent (10%) of the gross proceeds of the offering.

Underwriting Compensation Determination and Cap. The maximum amounts set forth in clauses (a) and (c) above are underwriting compensation. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or the Company to any related person of IndeBrokers SDDco-BA is deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other offerings in a manner deemed to be reasonable and appropriate by IndeBrokersSDDco-BA, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the parties will adjust the provisions of this Agreement or the terms of employment of persons affiliated with IndeBrokers SDDco-BA in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. For the avoidance of doubt, the total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed an amount that equals ten percent (10%) of the gross proceeds of the offering.

Underwriting Compensation Determination and Cap. The maximum amounts set forth in clauses (a) and (c) above are underwriting compensation. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or the Company to any related person of IndeBrokers SDDco-BA is deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other offerings in a manner deemed to be reasonable and appropriate by IndeBrokersSDDco-BA, consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the parties will adjust the provisions of this Agreement or the terms of employment of persons affiliated with IndeBrokers SDDco-BA in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. For the avoidance of doubt, the total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed an amount that equals ten percent (10%) percent of the gross proceeds of the offering.

Underwriting Compensation Determination and Cap. The maximum amounts set forth in clauses (a) and (c) above are underwriting compensation. A portion of the amounts payable by Masterworks pursuant to clause (b) above along with any amounts paid or payable by Masterworks or the Company to any related person of IndeBrokers IndieBrokers is deemed to be underwriting compensation. Any such amounts shall be allocated to the Offering and other offerings in a manner deemed to be reasonable and appropriate by IndeBrokersIndieBrokers , consistent with FINRA rules and regulations to determine underwriting compensation relating to the Offering. To the extent such allocation would be determined to result in maximum underwriting compensation being equal to or in excess of 10% of the aggregate gross offering proceeds, the parties will adjust the provisions of this Agreement or the terms of employment of persons affiliated with IndeBrokers IndieBrokers in such manner as is reasonable and necessary to ensure that aggregate underwriting compensation does not equal or exceed 10% of the aggregate gross offering proceeds. For the avoidance of doubt, the total amount of all items of compensation from any source payable to underwriters, broker-dealers, or affiliates thereof will not exceed an amount that equals ten percent (10%) of the gross proceeds of the offering.