Common use of Vesting Clause in Contracts

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred shares issuable hereunder (a) The RSUs shall be subject to cliff vesting on December 31, 2025 vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Initial Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down to the nearest whole number of RSUs. Upon each Vesting Date (or, if applicable, an earlier vesting date pursuant to Section 3(b) below, which, in such event, shall also be hereinafter referred to as the “Vesting Date”), the Company shall settle the vested portion of the RSUs and in shall therefore, subject to the event vesting occurs payment of any taxes pursuant to Section 8(b), issue and deliver to the Participant one share of Common Stock for each RSU that vests on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until (the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting DateRSU Shares”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting DateAlternatively, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may alsoBoard may, in its sole discretion, reduce unearned management fees elect to pay cash or voluntarily forfeit part cash and part RSU Shares in lieu of settling the RSUs that vest on such Vesting Date solely in RSU Shares (such discretion of the Board to settle in cash shall not apply to a Participant who is subject to Canadian tax, whose shares must be settled in previously unissued shares). If a cash payment is made in lieu of delivering RSU Shares, the amount of such payment shall be equal to the fair market value (as determined by the Board) of the RSU Shares as of the Vesting Date less an amount equal to any unvested management feesfederal, state, local and other taxes of any kind required to be withheld with respect to the vesting of the RSUs. The RSU Shares or any cash payment in lieu of RSU Shares will be delivered to the Participant as soon as practicable following each Vesting Date, but in any event within 30 days of such date. (b) Notwithstanding the provisions of Section 10(b) of the Plan or Section 3(a) above, in whole the event of a Change in Control Event: (i) If the Change in Control Event also constitutes a Reorganization Event (as defined in the Plan) and the RSUs are not assumed, or substantially equivalent RSUs substituted, by the Acquiring Corporation, these RSUs shall automatically become vested in part. Any Class A preferred shares full immediately prior to such Change in Control Event; and (ii) If either the Change in Control Event is also a Reorganization Event and these RSUs are assumed or substantially equivalent RSUs are substituted or the Change in Control Event is not a Reorganization Event, then in either case these RSUs shall continue to vest in accordance with the Vesting Schedule; provided, however, that are forfeited these RSUs shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement immediately become vested in full if, on or prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders first anniversary of the Companydate of the consummation of the Change in Control Event, the Participant’s Class A shares may remove and replace employment or other relationship as an Eligible Participant with the Administrator with another person Company or entity the Acquiring Corporation is terminated for Good Reason by the affirmative vote of two-thirds (2/3) of Participant or is terminated without Cause by the Class A shares eligible to vote, such removal to take effect on Company or the date any such successor administrator has been appointed (the “Removal Effective Date”)Acquiring Corporation.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred SPC Preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 2026 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A SPC Preferred shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred SPC Preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred SPC Preferred shares of any Segregated Portfolio of Masterworks Cayman issued or issuable hereunder shall be forfeited if this Agreement is terminated with respect to such Segregated Portfolio prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the ArtworkArtwork owned by such Segregated Portfolio. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred SPC Preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s 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”).

Vesting. Any Class A preferred shares issuable hereunder shall be If your Termination of Employment occurs due to death or you incur a Disability before the last vesting date described in Section 4 of this Agreement, all of your unvested Restricted Units [and Additional Restricted Units] will vest as of your Termination of Employment or Disability, as applicable. If you are deceased, the Company will make a payment to your estate only after the Committee has determined that the payee is the duly appointed executor or administrator of your estate, subject to cliff Section 7.14 of the Plan. [INCLUDE AS APPLICABLE: If your Termination of Employment due to Full Retirement occurs before the last vesting on December 31date described in Section 4 of this Agreement, 2025 you will be vested in an additional number of Restricted Units [and related Additional Restricted Units] equal to the product of (the “Initial Vesting Date”a) times (b), minus (c), where (a) equals the total number of Restricted Units specified in Section 1 of this Agreement [plus the total number of Additional Restricted Units (both vested and in unvested) credited to you as of your Termination of Employment], (b) equals the event vesting occurs on ratio of your complete years of service as an employee of the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until Company or its Affiliates between the three-year anniversary of such Initial Vesting Award Date and all your Termination of such Class A preferred shares will vest on such three-year anniversary Employment, and the number of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary complete years of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if service required under this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance in all Restricted Units [and shall Additional Restricted Units], and (c) equals the number of Restricted Units [and Additional Restricted Units] that vested before your Termination of Employment. OR For the avoidance of doubt, if your Termination of Employment due to Full Retirement occurs before the last vesting date described in Section 4 of this Agreement, you will not vest in any Restricted Units [or Additional Restricted Units] as a result of your termination. OR If your Termination of Employment due to Full Retirement occurs before the last vesting date described in Section 4 of this Agreement, you will be subject vested in an additional number of Restricted Units [and related Additional Restricted Units] equal to the vesting provisions set forth in this Section 6. 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”)[INSERT VESTING PROVISION ON FULL RETIREMENT].]

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), ) and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkPainting that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates, The Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of distributions from the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6Company. 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”).

Vesting. Any Class A preferred shares issuable hereunder Subject to the Award Notice, these Terms and Conditions and the Plan, the RSUs in respect of your Annual Vesting Award shall vest and no longer he subject to any restriction (such period during which restrictions apply is the “Restriction Period”) as follows: November 19, 2008 8,300 November 19, 2009 9,150 November 19, 2010 10,850 November 19, 2011 10,850 November 19, 2012 10,850 Upon the termination of your employment by IAC or any of its Subsidiaries or Affiliates for any reason other than your death or Disability or for Cause or if you resign for Good Reason (as defined in your Employment Agreement) during the Restriction Period, the portion of your Annual Vesting Award that would have vested through the date of your termination of employment if the Annual Vesting Award vested in equal installments of 20% per year (or 10,000 RSUs) shall vest, and the remaining unvested portion of your Annual Vesting Award shall be subject forfeited and canceled in its entirety effective immediately upon such termination of employment. For example, if you resign for Good Reason on September 19, 2010 (e.g. after the second vesting of RSU’s but prior to cliff vesting on December 31the November 19, 2025 (the “Initial Vesting Date”2010 vesting), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares 2,550 RSUs will vest on such three-year anniversary of and the Initial Vesting Date and such process remaining 30,000 RSUs will be repeated forfeited and canceled. If your employment is terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if following any termination of employment between you and IAC or any of its Subsidiaries or Affiliates for any reason IAC determines that during the two years prior to such termination there was an event or circumstance that would have been grounds for termination for Cause, your Annual Vesting Award shall be forfeited and canceled in successive three-year periods (each its entirety upon such vesting datetermination, together with and IAC may cause you, immediately upon notice, either to return the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a fiveshares or cash issued upon the settlement of RSUs that vested during the two-year period after the events or shortened in accordance with this Section 6circumstances giving rise to or constituting grounds for termination for Cause or to pay IAC an amount equal to the aggregate amount, providedif any, that you had previously realized in respect of any applicable Vesting Date and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such termination for Cause (i.e., the value of the RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periodswithout prejudice to, or agree at waiver of, any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than remedies IAC or its Subsidiaries or Affiliates may have in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)event.

Vesting. Any Class A preferred shares issuable hereunder (a) Provided the Grantee meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the Stock Price Hurdle (as defined below) is met, except as set forth in Sections 3 and 5 below, the Option awarded under this Stock Option Agreement shall be vest as follows: (subject to cliff vesting achievement of the Stock Price Hurdle) 3rd Anniversary of the 50% of the shares Date of Grant 4th Anniversary of the Remaining 50% of the shares Date of Grant (b) Notwithstanding the foregoing, the Option will only vest if the closing price of the Company's Common Stock on December 31the New York Stock Exchange equals or exceeds $4.48 per share for ten consecutive trading days ending on or after June 9, 2025 2014 (the “Initial Vesting DateStock Price Hurdle”), except as provided in Sections 3 and in 5 below. If the event vesting occurs Stock Price Hurdle has not been met on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year third anniversary of such Initial Vesting the Date and all of such Class A preferred Grant, the Option with respect to 50% of the shares will vest on such three-year the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. If the Stock Price Hurdle has not been met by the fourth anniversary of the Initial Vesting Date and such process of Grant, the Option with respect to the remaining 50% of the shares will be repeated in successive three-year periods (each such vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may The Stock Price Hurdle must be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved met by the Special Committee. At any time prior to the 12-month seventh anniversary of the applicable Vesting DateDate of Grant in order for the Option to vest under this Section 2. (c) If the vesting schedule above would produce a fractional share, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) Option that is exercisable shall be ineffective unless rounded down to the nearest whole share. (d) Except as provided in Sections 3, 4 and until 5 below, no portion of the Option will vest after the Grantee's employment with the Company obtains and its Subsidiaries has terminated for any reason. In the consent event of holders any termination of a majority employment, the Grantee will forfeit the portion of the Class A shares eligible to vote Option that does not vest either before the termination date or on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date date designated in Sections 3, 4 or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)5.

Vesting. Any Class A preferred shares issuable hereunder Subject to the Qualified Person’s continuous employment with the Sony Group Companies, the Options shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), vest and become exercisable in the event vesting occurs three annual installments beginning on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year first anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods date of grant (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”)) as follows. Any vesting period may be extended for a fiveOn the first Vesting Date, one-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale third of the total number of Options granted (rounded up to the date any such Approved Sale is consummatednearest one (1) Option (100 shares)) will vest and become exercisable. On the second Vesting Date, except two-thirds of the total number of Options granted (rounded up to the nearest one (1) Option (100 shares)), less the number of Options that vested on the first Vesting Date, will vest and become exercisable. On the third Vesting Date, all remaining unvested Options will vest and become exercisable. Except as expressly set forth in the case following chart, in the event that such sale is not approved by the Special Committee. At any time Qualified Person’s employment with the Sony Group Companies terminates prior to the 12-month anniversary of the applicable Vesting Date, vesting of the Parties can mutually agree in writing to extend Options held by such Qualified Person will not occur and the Vesting Date for one Options shall forfeit immediately. Qualified Person’s Termination of Employment with the Sony Group Companies is by the Sony Group Companies without Cause (whether or more additional five-year periods, or agree at any time to accelerate not the Vesting Date Qualified Person is a party to an earlier date, provided that Employment Agreement at the time of such termination and including termination due to non-renewal of an Employment Agreement) OR Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her death All unvested Options shall vest as of the Termination Date Qualified Person’s Termination of Employment with the Sony Group Companies is as a result of his or her Disability Unvested Options shall vest as if the Qualified Person remained employed by the Sony Group Companies for so long as the Qualified Person continues to have such Disability *If the Qualified Person experiences a Termination of Employment with the Sony Group Companies for any agreement to accelerate the Vesting Date to an earlier date (reason other than in connection with a sale of (i) Cause, (ii) voluntary resignation or (iii) death, then the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may alsoCorporation may, in its sole discretion, reduce unearned management fees allow for the vesting of all or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All a portion of the Class A preferred shares issued pursuant to this Agreement Qualified Person’s unvested Options as of the Qualified Person’s Termination Date (provided, however, that in no event may any such vested Options be exercised prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions Option exercise period set forth in this Section 6. The holders Item (4) of Article 3 of the CompanyAgreement, if the Qualified Person’s Class A shares may remove and replace Termination Date occurs before the Administrator with another person or entity by the affirmative vote commencement date 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”period).

Vesting. Any Class A preferred shares issuable hereunder Subject to the Participant's not having a Termination of Relationship prior to the applicable vesting date, the Deferred Units shall be subject vest and become nonforfeitable (any Deferred Units that shall have become non-forfeitable pursuant to cliff vesting this Section 4, the “Vested Units”) on December 31the earliest to occur of (i) the ( ) year anniversary of the date that upon or following a Realization Event, 2025 Common Unit Value is equal to or exceeds $ (the “Initial Vesting Target”) (such date, the “ Year Trigger Date”) and (ii) the ( ) month anniversary of the date upon which or following a Complete Change in Control in which the Target is met (such date, the “ Month Trigger Date”), and in each case subject to the Participant's continuous employment with or service to the Company or a Subsidiary from the Year Trigger Date or the Month Trigger Date, as applicable, through the applicable anniversary date; provided, however, that in the event vesting occurs on that the Initial Vesting Participant has a Termination of Relationship during the period of time following the Year Trigger Date or the Month Trigger Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from as applicable, and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date anniversary date upon which the Deferred Units vest, as a result of his or if her death, Disability, termination of employment or services by the Special Committee does not approve Company or a sale Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited Deferred Units shall no longer be deemed to be outstanding and shall have no rights to distributionsvest on the date of such Termination of Relationship. All of decisions by the Class A preferred shares issued Committee with respect to any calculations pursuant to this Agreement prior to Section 4 (absent manifest error), including the Effective Committee's determination of whether and the date on which a Realization Event, Complete Change in Control, Year Trigger Date, Month Trigger Date occurs and whether the Target has been met or exceeded the applicable target set forth above, shall be fully vested upon issuance final and shall not be subject binding on the Participant. The vesting schedule requires continued employment or service through the applicable vesting date as a condition to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove Deferred Units and replace the Administrator with another person rights and benefits under this Agreement. Employment or entity by the affirmative vote of two-thirds (2/3) service for only a portion of the Class A shares eligible vesting period, even if a substantial portion, will not entitle the Participant to vote, such removal to take effect on any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 7 below or under the date any such successor administrator has been appointed (the “Removal Effective Date”)Plan.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit any unvested management feesSection 10.1(b) of the Plan, Restricted Stock Units will vest, in whole or in part, only in accordance with this Section 5. (b) After December 31, 201_ but prior to March 30, 201_, the Committee will certify the number and type of Restricted Stock Units that will vest effective as of the date such certification is made (the “Committee Certification Date”), in accordance with the following certification process. Any Class A preferred shares If the Grantee is an officer of the Company with a title of “Chief,” the Committee will certify the number and type of Restricted Stock Units that are forfeited shall no longer will vest based on the Committee’s application of the Performance Equity Program, including the Committee’s exercise of any negative discretion pursuant to such program. If the Grantee is an officer of the Company at a level lower than “Chief,” the Committee will certify the number and type of Restricted Stock Units that will vest based on the Committee’s assessment in its sole discretion (after input from the Company’s Chief Executive Officer) of the Grantee’s satisfaction of such discretionary performance objectives for calendar year 201_ as may be deemed relevant by the Committee. (c) Upon the satisfaction of any other applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to be outstanding and the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have no rights to distributions. All become vested in accordance with this Agreement. (d) Any Restricted Stock Units that do not vest on the Committee Certification Date will automatically be forfeited as of the Class A preferred shares issued Close of Business on the Committee Certification Date, together with any related Unpaid Dividend Equivalents. (e) Notwithstanding the foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries from the Grant Date shall be fully vested upon issuance and shall not be subject to through such date (the vesting provisions set forth in this or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6. 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”6 hereof).

Vesting. Any Class A preferred (a) Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule: [Vesting date] [Number or % of shares issuable hereunder that vest on the vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] (b) In the event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will continue to vest through the Vesting Period. The “Pro-Rated Number” shall be subject the product of (i) the total number of Restricted Share Units granted under this Agreement and (ii) the quotient of (A) the number of days beginning with the first day of the Vesting Period and ending on the date the Participant’s employment is terminated as a result of Retirement and (B) the total number of days in the full Vesting Period. In the event that the Participant terminates employment on account of Retirement before the end of the Vesting Period but after the year the Award is granted, all of the then-unvested Restricted Share Units granted under this Agreement will continue to cliff vesting on December 31, 2025 (vest through the “Initial Vesting Date”), and Period. The rights of the Participant in the event vesting occurs on of Retirement with respect to any then-unvested Restricted Share Units shall become non-forfeitable only at such time as the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares Shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary in settlement of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall Restricted Stock Units would have no rights to distributions. All of the Class A preferred shares been issued pursuant to this Agreement prior Section 4 hereof had the Participant continued to be employed through the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders end 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”)Vesting Period.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (Forfeiture On the “Initial Vesting Date”), your right to issuance of the Shares underlying any PSUs that are Vested PSUs as of the Vesting Date shall become vested and nonforfeitable. Should your employment with the Company and its Subsidiaries terminate for any reason prior to the Vesting Date, all PSUs will be forfeited and you will have no right to the issuance of any Shares hereunder. Notwithstanding the foregoing and except as provided below in connection with a Change in Control, if such termination is other than (i) by you voluntarily (except where such voluntary termination entitles you to severance under the Company’s severance plan) or (ii) by the Company for Cause, and in either case, the event vesting occurs on date of your termination of employment is at least one year following the Initial Date of Grant, the date of such termination will be treated as if it were the Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process you will be repeated in successive three-year periods (each such vesting date, together with entitled to issuance of a number of Shares underlying any PSUs that would become Vested PSUs determined as if the Initial Vesting Performance Period ended on the Performance Measurement Date, and the number of PSUs as set forth in the Cover Sheet was prorated to reflect the shortened vesting period, but your rights in respect of any additional PSUs will be forfeited. For purposes of this Agreement, “Performance Measurement Date” means the date on or preceding your employment termination date as of which the Company most recently received a “Vesting Date”)report from its third-party advisors indicating its Relative TSR Rank determined in accordance with Exhibit A; provided that, the Company shall receive such report no less frequently than annually. Any vesting period may be extended for a five-year period or shortened Issuance of shares underlying Vested PSUs determined in accordance with this Section 6, provided, that any applicable Vesting Date paragraph shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary occur within 70 days following your termination of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)employment.

Vesting. Any Holdco Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Holdco Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Holdco Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkWhole Artwork Investment that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders of the Company unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares of the Company eligible to vote on such matter. Any Class A shares of the Company beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company and Holdco comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company and Holdco, the Administrator and their respective affiliates. The Class A preferred shares of Holdco issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares of Holdco that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6distributions from Holdco. 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 of the Company eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Plan Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 10.1(b) of the Plan, the Grantee will become vested as to that number of each type of Restricted Stock Units (if any) that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of such type of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such type of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any unvested management feesother applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit of such type of Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units of such type (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole or in partRestricted Stock Unit of such type of Restricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Class A preferred shares Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that are forfeited shall no longer be deemed vests pursuant to the preceding sentence will thereafter cease to be outstanding and shall have no rights to distributions. All of an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the Class A preferred shares issued foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director, continuously serving in such capacity) from the Grant Date shall be fully vested upon issuance and shall not be subject to through such date (the vesting provisions set forth in this or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6. 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”6 hereof).

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with the following table: If the Company’s TSR Percentile for the Performance Period is between two points in the preceding table, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the Performance Period, the Committee will certify, by resolution or other appropriate action in writing, the Vesting Percentage that has been achieved and the number of Restricted Stock Units that vest pursuant to this Section 63(A) (or Sections 7 and 8, provided, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that any applicable Vesting Date shall vest will be accelerated upon an Approved Sale rounded to the date any such Approved Sale is consummatednearest whole unit and are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not Vested Restricted Stock Units, except after giving effect to the foregoing provisions and Section 3(B), as of the last day of the Performance Period shall immediately terminate and be cancelled. As used herein, the term “Service” means employment by the Company or a Subsidiary. B. Notwithstanding anything to the contrary in this Agreement, the case number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not exceed the number of Restricted Stock Units determined by dividing $11,500,000 by the Fair Market Value of a share of Common Stock on the applicable vesting date. In the event that such sale limit is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Dateexceeded, the Parties can mutually agree in writing number of Restricted Stock Units that would otherwise be Vested Restricted Stock Units pursuant to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkSection 3(A) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior reduced to the applicable Vesting Date or if extent necessary such that the Special Committee actual number of Vested Restricted Stock Units does not approve a sale exceed such limit. C. For purposes of this Award, the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited following definitions shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).apply:

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Plan Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any unvested management feesother applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole or in partRestricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Class A preferred shares Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that are forfeited shall no longer be deemed vests pursuant to the preceding sentence will thereafter cease to be outstanding and shall have no rights to distributions. All of an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the Class A preferred shares issued foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director, continuously serving in such capacity) from the Grant Date shall be fully vested upon issuance and shall not be subject to through such date (the vesting provisions set forth in this or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6. 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”6 hereof).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the ArtworkDate. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject Except as otherwise provided in this Grant Agreement, this Option (to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period extent not previously exercised) may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesexercised, in whole or in part. Any Class A preferred shares , on a cumulative basis, with respect to the Shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All become “vested” in accordance with the following vesting schedule, provided that the Optionee remains in the “Continuous Service” (as defined below) of the Class A preferred shares issued pursuant to this Agreement prior Company or any of its Subsidiaries through the applicable vesting date: Vesting Date Number of Shares Subject to the Effective Option that will become vested: First annual anniversary of the Date of Grant One-third of the total number of Shares set forth on Exhibit A Second annual anniversary of the Date of Grant One-third of the total number of Shares set forth on Exhibit A Third annual anniversary of the Date of Grant Remaining Shares set forth on Exhibit A To the extent that a fractional number of shares become exercisable on any Vesting Date, the number of Shares with respect to which the Option may be exercised shall be rounded to the nearest whole number. Notwithstanding the foregoing vesting schedule, this Option shall become immediately and fully vested upon issuance and shall exercisable in the event that (i) the Optionee’s Continuous Service with the Company and/or its Subsidiaries terminates due to the Optionee’s death or Disability, or (ii) a Change in Control occurs while the Optionee is in the Continuous Service of the Company or any of its Subsidiaries. Notwithstanding anything contained herein to the contrary, this Option may not be subject exercised with respect to any Shares on or after the vesting provisions earliest of (1) the date the Option terminates and is canceled in accordance with this Grant Agreement, (2) the expiration date set forth in this Section 6. The holders of the Company’s Class Exhibit 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 Expiration Date”)., (3) the date on which the Optionee’s employment with the Company or any of its Subsidiaries is terminated for “Cause” (as defined below), or (4) the date that Optionee’s Continuous Service with the Company or any of its Subsidiaries terminates due to Optionee’s resignation or retirement that is not a “Qualifying Retirement” (as defined below). For purposes of this Grant Agreement, the following terms shall have the assigned meanings:

Vesting. Any Class A preferred (a) Except as otherwise provided herein or in the Plan, if the Participant remains continuously employed by the Company through the applicable vesting date, the Restricted Share Units will vest in accordance with the following schedule: [Vesting date] [Number or % of shares issuable hereunder that vest on the vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] [Vesting date] [Number or % of shares that vest on the vesting date] (b) In the event the Participant terminates employment on account of Retirement in the year the Award is granted, the Pro-Rated Number of Restricted Share Units will continue to vest through the Vesting Period. The “Pro-Rated Number” shall be subject the product of (i) the total number of Restricted Share Units granted under this Agreement and (ii) the quotient of (A) the number of days beginning with the first day of the Vesting Period and ending on the date the Participant’s employment is terminated as a result of Retirement and (B) 365, the number of days in the one-year service period. In the event that the Participant terminates employment on account of Retirement before the end of the Vesting Period but after the year the Award is granted, all of the then-unvested Restricted Share Units granted under this Agreement will continue to cliff vesting on December 31, 2025 (vest through the “Initial Vesting Date”), and Period. The rights of the Participant in the event vesting occurs on of Retirement with respect to any then-unvested Restricted Share Units shall become non-forfeitable only at such time as the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares Shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary in settlement of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall Restricted Stock Units would have no rights to distributions. All of the Class A preferred shares been issued pursuant to this Agreement prior Section 4 hereof had the Participant continued to be employed through the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders end 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”)Vesting Period.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of Forfeiture On the applicable Vesting Date, your right to issuance of the Parties can mutually agree in writing to extend Shares underlying any PSUs that are Vested PSUs as of the Vesting Date shall become vested and nonforfeitable. To the extent that any PSUs subject to vesting with respect to a Performance Period do not become vested based on achievement of the Performance Goal (or lack of such achievement) for one or more additional five-year periodsthe applicable Performance Period, or agree at you shall forfeit your right to such PSUs. Should your employment with the Company and its Subsidiaries terminate for any time reason prior to accelerate the Vesting Date, all PSUs will be forfeited and you will have no right to the issuance of any Shares hereunder. Notwithstanding the foregoing: If such termination occurs prior to the First Vesting Date and is other than (i) by you voluntarily without Good Reason or (ii) by the Company for Cause, then, the date of such termination will be treated as if it were the First Vesting Date and the Second Vesting Date, and for each of the First Performance Period and the Second Performance Period, the number of PSUs that become Vested PSUs shall be equal to an earlier the number of PSUs that would have become Vested PSUs, determined based on achievement of the Performance Goal assuming each Performance Period ended on the termination date, provided that multiplied by a fraction, the numerator of which is the number of days you were employed during the Second Performance Period and the denominator of which is 1,096; Your rights to any agreement to accelerate PSUs which do not vest in accordance with the preceding sentence will be forfeited. If such termination occurs following the First Vesting Date and prior to an earlier date (the Second Vesting Date and is other than in connection with a sale (i) by you voluntarily without Good Reason or (ii) by the Company for Cause, the date of such termination will be treated as if it were the Second Vesting Date, and the number of PSUs that become Vested PSUs shall be equal to the number of PSUs that would have become Vested PSUs, determined based on achievement of the Artwork) shall be ineffective unless Performance Goal assuming the Second Performance Period ended on the termination date, multiplied by a fraction, the numerator of which is the number of days you were employed during the Second Performance Period and until the Company obtains denominator of which is 1,096. For the consent avoidance of holders of a majority of doubt, to the Class A shares eligible extent that PSUs subject to vote on such matter. Any Class A shares beneficially owned by vesting with respect to the Administrator and its affiliates First Performance Period did not vest in the First Performance Period, you shall not be eligible entitled to vote on payment in respect of such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to PSUs, and the applicable Vesting Date or if the Special Committee does not approve a sale number of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued PSUs payable pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and paragraph shall not include payment in respect of such PSUs. Your rights to any PSUs which do not vest in accordance with the preceding sentences will be subject to the vesting provisions set forth in this Section 6forfeited. The holders Issuance of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote Shares underlying Vested PSUs shall occur within 70 days following your termination 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”)employment.

Vesting. Any Class A preferred shares issuable hereunder (a) Provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date and meets any applicable vesting requirements set forth in this Stock Option Agreement, and provided that the Stock Price Hurdle (as defined below) is met, except as set forth in Sections 3 and 4 below, the Option awarded under this Stock Option Agreement shall be vest as follows: (subject to cliff vesting achievement of the Stock Price Hurdle) 3rd Anniversary of the 50% of the shares Date of Grant 4th Anniversary of the Remaining 50% of the shares Date of Grant (b) Notwithstanding the foregoing, the Option will only vest if the closing price of the Company's Common Stock on December 31the New York Stock Exchange equals or exceeds $4.48 per share for ten consecutive trading days ending on or after June 9, 2025 2014 (the “Initial Vesting DateStock Price Hurdle”), except as provided in Sections 3 and in 4 below. If the event vesting occurs Stock Price Hurdle has not been met on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year third anniversary of such Initial Vesting the Date and all of such Class A preferred Grant, the Option with respect to 50% of the shares will vest on such three-year the first date after the third anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date. If the Stock Price Hurdle has not been met by the fourth anniversary of the Initial Vesting Date and such process of Grant, the Option with respect to the remaining 50% of the shares will be repeated in successive three-year periods (each such vest on the first date after the fourth anniversary on which the Stock Price Hurdle is met, provided the Grantee remains employed by the Company or a Subsidiary through the applicable vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may The Stock Price Hurdle must be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved met by the Special Committee. At any time prior to the 12-month seventh anniversary of the applicable Vesting DateDate of Grant in order for the Option to vest under this Section 2. (c) If the vesting schedule above would produce a fractional share, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) Option that is exercisable shall be ineffective unless rounded down to the nearest whole share. (d) Except as provided in Sections 3 and until 4 below, no portion of the Option will vest after the Grantee's employment with the Company obtains and its Subsidiaries has terminated for any reason. In the consent event of holders any termination of a majority employment, the Grantee will forfeit the portion of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee Option that does not approve a sale of vest either before the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees termination date or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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 termination date any associated with such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class A preferred shares issuable hereunder A. The Participant shall have a nonforfeitable right to a portion of this Award (such portion, the vested portion) only upon the dates described in this Section 2, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then-outstanding and unvested portion of the Award shall be subject automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. (i) MSUs will become eligible to cliff vesting on December 31, 2025 vest in the following installments (the “Initial Vesting DatePeriod”), ) and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, date below (a “Vesting Date”)): One-fourth of the MSUs shall become eligible to vest on 1st Vesting Date; an additional one-fourth of the MSUs shall become eligible to vest on 2nd Vesting Date; an additional one-fourth of the MSUs shall become eligible to vest on 3rd Vesting Date; and an additional one-fourth of the MSUs shall become eligible to vest on 4th Vesting Date. (ii) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Biogen Idec share price between the Vesting Date and the Grant Date. Any vesting period may be extended The calculation of the number of MSUs that will vest is specified in the Year Long-Term Incentive Program Overview for Executives (“LTI Overview”) which is incorporated in this document by reference. In the event and to the extent that a five-year period or shortened number of the MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Section 6Agreement and the LTI Overview, providedsuch MSUs shall be immediately forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that any the target is exceeded based on the calculation described in the LTI Overview, an additional number of MSUs will vest. In no event shall the number of MSUs that vest on the applicable Vesting Date shall be accelerated exceed 150% of the MSUs that became eligible to vest on such Vesting Date. C. Except as otherwise provided in the Plan, upon an Approved Sale to termination of the date Participant’s employment with the Company and its Affiliates for any such Approved Sale reason, any portion of this Award that is consummatednot then vested will immediately terminate, except in the case that such sale is not approved as follows: (1) any portion of this Award held by the Special Committee. At any time Participant immediately prior to the 12-month anniversary Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at ; and (2) any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned this Award held by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Participant immediately prior to the applicable Vesting Date or if Participant’s Retirement, to the Special Committee does extent not approve a sale vested previously, will remain outstanding and will become eligible to vest over the remainder of the Artwork. The Administrator may alsoVesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All for fifty percent (50%) of the Class A preferred shares issued pursuant number of MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested MSUs, and such MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s termination from the Company and its Affiliates after reaching age 55 with ten (10) full years of service with the Company or its Affiliates, but not including any termination For Cause or any termination for insufficient performance, as determined by the Company and its Affiliates. D. Notwithstanding anything herein to the contrary, any portion of this Agreement Award held by a Participant or a Participant’s permitted transferee immediately prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders cessation of the CompanyParticipant’s Class A shares may remove and replace employment For Cause shall terminate at the Administrator with another person or entity by the affirmative vote commencement of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect business on the date any of such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A preferred shares issuable hereunder attached hereto), up to one-third (1/3rd) of the Restricted Stock Units subject hereto shall be eligible to vest and no longer be subject to cliff vesting Restrictions on December 31each Vesting Date to the extent that the Company’s Return on Equity goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Year (each such term as defined below), 2025 (subject to the “Initial Awardee being an employee of the Company or an Affiliate thereof through the applicable Vesting Date”), and . As soon as reasonably practicable following the end of each Performance Year (but in no event earlier than the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year first anniversary of the Initial Vesting Effective Date and such process will be repeated in successive three-year periods (with respect to the first Performance Year) or later than thirty (30) days after the end of the Performance Year), the Committee shall determine (each such vesting date, together with date of determination by the Initial Vesting DateCommittee, a “Vesting Date”) the Company’s Return on Equity for the applicable Performance Year, the Vesting Percentage with respect to such Performance Year and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (which shall be determined by multiplying one-third (1/3rd) of the total Restricted Stock Units subject hereto by the applicable Vesting Percentage, with any fractional Restricted Stock Unit rounded as determined by the Company). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, To the extent that any applicable Restricted Stock Units subject to vesting on a particular Vesting Date have not become vested and no longer subject to Restrictions as of such Vesting Date for any reason, such Restricted Stock Units shall immediately be accelerated upon an Approved Sale forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the date any such Approved Sale is consummatedforegoing, except in the case event that such sale is not approved by the Special Committee. At any time a Change of Control occurs prior to the 12-month anniversary end of any Performance Year and the applicable Vesting Date, the Parties can mutually agree Awardee remains in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection continued employment with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated an Affiliate thereof until at least immediately prior to the applicable Vesting Date or if the Special Committee does not approve Change of Control, a sale number of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior Restricted Stock Units equal to the Effective Date shall be fully vested upon issuance and shall not be subject to product of (x) the vesting provisions set forth in this Section 6. The holders number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the Company’s Class A shares may remove and replace the Administrator Return on Equity for each remaining applicable Performance Year is attained at Target Level (as set forth on Exhibit A) (with another person or entity any fractional Restricted Stock Unit rounded as determined by the affirmative vote of two-thirds (2/3Company) shall automatically become fully vested and no longer subject to Restrictions as of the Class A shares eligible to votedate of such Change of Control. For purposes of this Agreement, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).following terms shall have their respective meanings set forth below:

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred shares issuable hereunder (a) Subject to the limitations of this Agreement, the RSUs shall be subject vest and become payable according to cliff the following schedule, with respect to the number of RSUs shown in the schedule on the vesting on December 31, 2025 date (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any ) applicable to such number of RSUs (each an “Installment”): (b) An Installment shall not vest and become payable on the otherwise applicable Vesting Date shall be accelerated upon an Approved Sale if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of this Section 3 and Article VII of the Plan to the date any contrary, the RSUs shall vest (to the extent not vested previously) as follows (and become payable on the Vesting Date applicable to such Approved Sale is consummatedInstallment, except in as otherwise set forth below): (i) If the case that such sale is not approved Participant’s Date of Termination occurs by reason of the Special Committee. At any time Participant’s death, Disability, or Retirement, prior to the 12-month anniversary a Change in Control, and such Date of the applicable Termination falls other than on a Vesting Date, the Parties can mutually agree in writing RSUs that are scheduled to extend vest on the first Vesting Date occurring after such Date of Termination shall vest upon such Date of Termination on a pro rata basis for one such interim period based upon the number of completed 30-day periods subsequent to the most recent vesting date (or more additional fivethe Grant Date, if there is no previous vesting date) and prior to the Date of Termination relative to the number of 30-year periods, day periods between the most recent vesting date (or agree at any time to accelerate the Grant Date if there is no previous Vesting Date) and the first Vesting Date to an earlier dateoccurring after such Date of Termination. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, provided that any agreement to accelerate assumption or substitution of the Vesting Date to an earlier date (other than RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with a sale the Change in Control, all of the ArtworkRSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control and (A) on or following a Change in Control Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement or (B) on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination. (c) RSUs that are not fully vested upon the Participant’s Date of Termination other than to the extent specified in Section 3(b) shall be ineffective unless not become vested and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale without any payment therefor as of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All Participant’s Date of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)Termination.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Plan Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 10.1(b) of the Plan, the Grantee will become vested as to that number of of Restricted Stock Units (if any) that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any unvested management feesother applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole or in partRestricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Class A preferred shares Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that are forfeited shall no longer be deemed vests pursuant to the preceding sentence will thereafter cease to be outstanding and shall have no rights to distributions. All of an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the Class A preferred shares issued foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Grantee would otherwise vest as of a given date if the Grantee has not been continuously employed by the Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director, continuously serving in such capacity) from the Grant Date shall be fully vested upon issuance and shall not be subject to through such date (the vesting provisions set forth in this or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6. 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”6 hereof).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Plan Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any unvested management feesother applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole or in partRestricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Class A preferred shares Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that are forfeited shall no longer be deemed vests pursuant to the preceding sentence will thereafter cease to be outstanding and shall have no rights to distributions. All of an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the Class A preferred shares issued foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Date shall be fully vested upon issuance and shall Grantee would otherwise vest as of a given date if the Grantee has not be subject to been continuously employed by the vesting provisions set forth in this Section 6. The holders Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director of the Company’s Class A shares may remove and replace , continuously serving in such capacity) from the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, Grant Date through such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”vesting or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6 hereof).

Vesting. Any Class A preferred shares issuable hereunder shall be subject Subject to cliff vesting on December 31the Closing, 2025 upon the Sponsor Share Conversion, 75% of the Sponsor Shares (the “Initial Vesting DateSubject Shares”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 63 (such vesting pursuant to Section 3(a), Section 3(b), Section 3(c) or Section 3(d), a “Vesting Event”). The holders remaining 25% of the Company’s Class A Sponsor Shares shall not be subject to vesting, but shall be subject to the First Lock-up Period. Any shares may remove and replace of Domesticated Acquiror Common Stock beneficially owned by any Person other than the Administrator with another person Subject Shares shall not be subject to vesting. The Sponsor agrees that it shall not Transfer any unvested Subject Shares prior to the date such Subject Shares become vested pursuant to this Section 3. In the event that a Vesting Event has not occurred on or entity by prior to the affirmative vote of two-thirds (2/3) expiration of the Class A shares eligible to voteMeasurement Period, such removal to take effect on the date Subject Shares that have not been vested upon a Vesting Event shall be automatically forfeited and cancelled with no further action from the Sponsor or Acquiror. (a) If, at any such successor administrator has been appointed time during the ten (10) years following the Closing (the “Removal Effective Measurement Period”), the VWAP of Domesticated Acquiror Class A Common Stock is greater than $15.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “First Earnout Achievement Date”), then 1/3 of the unvested Subject Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the First Earnout Achievement Date. Such Subject Shares shall remain subject to the Second Lock-up Period regardless of vesting. (b) If, at any time during the Measurement Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than $17.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Second Earnout Achievement Date”), then 1/3 of the unvested Subject Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Second Earnout Achievement Date. Such Subject Shares shall remain subject to the Third Lock-up Period regardless of vesting. (c) If, at any time during the Measurement Period, the VWAP of Domesticated Acquiror Class A Common Stock is greater than $20.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the date when the foregoing is first satisfied, the “Third Earnout Achievement Date”), then 1/3 of the unvested Subject Shares owned by the Sponsor as of the Sponsor Share Conversion shall vest on the Third Earnout Achievement Date. Such Subject Shares shall remain subject to the Fourth Lock-up Period regardless of vesting. (d) Notwithstanding the foregoing, in the event that a Change of Control is consummated after the Closing, all of the unvested Subject Shares as of the Sponsor Share Conversion shall vest immediately prior to such Change of Control, and the Sponsor shall receive the same per share consideration (whether stock, cash or other property) in respect of all the Sponsor Shares as the other holders of Domesticated Acquiror Class A Common Stock participating in such Change of Control. (e) The Domesticated Acquiror Class A Common Stock price targets set forth in Section 2(a), Section 2(b) and Section 2(c) shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the Domesticated Acquiror Class A Common Stock occurring on or after the Closing (other than the transactions contemplated by the Merger Agreement).

Vesting. Any Class A preferred shares issuable hereunder (a) Employee’s right to a Retirement Benefit shall vest over a period of 5 years, at the rate of 20% for each Year of Participation completed by Employee after the date of execution of this Agreement. In addition, Employee shall become fully vested in his or her Retirement Benefit upon the occurrence of his or her death, Disability or a Change in Control. Notwithstanding any other provision of this Agreement to the contrary, if Employee’s employment with the Company is terminated for Cause, Employee shall forfeit his or her rights to any benefits under this Agreement. (b) Employee acknowledges and agrees that during the vesting period described in Section 3.4(a) above, the Company may, from time to time, be subject required by applicable law to cliff vesting on December 31, 2025 withhold amounts for certain federal employment taxes related to or incurred in connection with the amount of the benefit vested during each Year of Participation (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting DateEmployment Taxes”). Any vesting period Employee may be extended for a five-year period or shortened elect, in accordance with this Section 6his sole discretion, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to pay such Employment Taxes by either (i) delivering to the date any such Approved Sale is consummatedCompany a check, except cash or other readily available funds in an amount equal to the case that such sale is not approved by the Special Committee. At any time Employment Taxes no later than 30 days prior to the 12-month anniversary end of the applicable Vesting DateYear of Participation, or (ii) executing such documentation as the Company may require authorizing the Company to, beginning July 1 of the applicable Year of Participation, withhold from the Employee’s compensation, in substantially equal amounts per pay period, the Parties can mutually agree in writing to extend Employment Taxes. Notwithstanding the Vesting Date for one or more additional five-year periodsforegoing, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection if Employee terminates service with a sale of the Artwork) shall be ineffective unless and until the Company obtains subsequent to receiving a Year of Participation for vesting purposes under the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Plan but prior to paying the entire amount of Employment Taxes applicable Vesting Date or if the Special Committee does not approve a sale to such Year of the Artwork. The Administrator may alsoParticipation, Employee agrees, in its the sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders discretion of the Company, to either (i) execute such documentation as the Company may require authorizing the Company to withhold from the Employee’s Class A shares may remove and replace final paycheck the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) balance of the Class A shares eligible Employment Taxes due or (ii) deliver to votethe Company a check, such removal cash or other readily available funds in an amount equal to take effect on the Employment Taxes no later than the date any such successor administrator has been appointed (of termination of Employee’s employment with the “Removal Effective Date”)Company.

Vesting. Any Class A preferred shares issuable hereunder shall be Subject to Section 4, following the Certification Date, and subject to cliff vesting on December 31the terms and conditions of this Agreement, 2025 (the “Initial Vesting Date”), Earned Incentive Amount shall vest as set forth below in such amounts and at such times as are set forth in this Agreement and the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods Award attached hereto (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may The number of shares of Stock to be extended for a five-year period or shortened in accordance with this Section 6awarded, providedif any, that any applicable Vesting Date shall will be accelerated upon an Approved Sale to determined by using the average of the high and low share price on the date any such Approved Sale that is consummated, except in the case that such sale is not approved by 5th business day after the Special Committee. At any time prior to Company’s earnings call following the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders filing of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of twoannual report on Form 10-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 K (the “Removal Effective Pricing Date”) and dividing the value of the Stock award by such average share price. a. The cash portion and the value of the Stock portion of the Earned Incentive Amount determined based on the Operating Metric shall vest upon the Certification Date subject to Participant’s continued Service through such date and shall be paid by the Settlement Date (as defined below). The shares of Stock awarded hereunder shall be issued in the form of fully vested stock no later than the Settlement Date. b. The Stock portion of the Earned Incentive Amount determined based on the Long-Term Metric shall vest as follows: (A) [●]% of the value of the Earned Incentive Amount determined using the Long-Term Metric shall vest upon the Certification Date subject to Participant’s continued Service through such date and will be issued in the form of fully vested Stock no later than the Settlement Date; and (B) the remaining [●]% of the value of the Earned Incentive Amount determined using the Long-Term Metric shall be issued in the form of Restricted Stock and shall vest in December of the year following the Performance Period subject to Participant’s continued Service through such date. Any resulting fractional share shall be rounded to the nearest whole share and shall be rounded down as necessary; provided, in all cases, Participant cannot vest in more than the Earned Incentive Amount. The Restricted Stock shall be subject to a separate Restricted Stock Agreement, the form of which is approved by the Committee (as amended from time to time, the “Restricted Stock Agreement”), and shall be signed by Participant as a condition to receiving such Restricted Stock pursuant to the Award. The shares of Restricted Stock be issued by the date set forth in the Restricted Stock Agreement. Except as otherwise provided in this Agreement or in the Plan, no Vesting Date shall occur after Participant’s Service has terminated for any reason.

Vesting. Any Class A preferred shares issuable hereunder A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be subject automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. (i) The Award will become eligible to cliff vesting vest in in three equal installments on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary each of the Initial Vesting first, second and third anniversaries of the Grant Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date” and collectively, the “Vesting Period”). (ii) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Company’s share price between the Vesting Date and the Grant Date. Any vesting period may be extended The calculation of the number of Granted MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. In the event and to the extent that a five-year period or shortened number of the Granted MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Section 6Agreement and the LTI Overview, providedsuch Granted MSUs shall be immediately forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any Granted MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that any the target is exceeded based on the calculation described in the LTI Overview, an additional number of Granted MSUs will vest. In no event shall the number of Granted MSUs that vest on the applicable Vesting Date shall be accelerated exceed 200% of the Granted MSUs that became eligible to vest on such Vesting Date. C. Except as otherwise provided in the Plan, upon an Approved Sale to termination of the date Participant’s employment with the Company and its Affiliates for any such Approved Sale reason, any portion of the Award that is consummatednot then vested will immediately terminate, except in as follows: (1) any portion of the case that such sale is not approved Award held by the Special Committee. At any time Participant immediately prior to the 12-month anniversary Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such Granted MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at ; and (2) any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned Award held by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Participant immediately prior to the applicable Vesting Date or if Participant’s Retirement, to the Special Committee does extent not approve a sale vested previously, will remain outstanding and will become eligible to vest over the remainder of the Artwork. The Administrator may alsoVesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All for fifty percent (50%) of the Class A preferred shares issued number of Granted MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Granted MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Granted MSUs, and such Granted MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to this Agreement any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders cessation of the CompanyParticipant’s Class A shares may remove and replace employment For Cause shall terminate at the Administrator with another person or entity by the affirmative vote commencement of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect business on the date any of such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class A preferred shares issuable hereunder A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. Except as provided in Section 2.C. or 2.D. below, no portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be subject automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. (i) The Award will become eligible to cliff vesting vest in in three equal installments on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary each of the Initial Vesting first, second and third anniversaries of the Grant Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date” and collectively, the “Vesting Period”). (i) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Company’s share price between the Vesting Date and the Grant Date. Any vesting period may be extended The calculation of the number of Granted MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. In the event and to the extent that a five-year period or shortened number of the Granted MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Section 6Agreement and the LTI Overview, providedsuch Granted MSUs shall be immediately forfeited. In the event and to the extent that the target is exceeded based on the calculation described in the LTI Overview, an additional number of Granted MSUs will vest. In no event shall the number of Granted MSUs that any vest on the applicable Vesting Date exceed 200% of the Granted MSUs that became eligible to vest on such Vesting Date. C. In the event of a Corporate Change in Control, subject to the Participant’s continued employment with the Company and its Affiliates through the date of such Corporate Change in Control: (i) the Committee shall determine the extent to which all then outstanding and unvested Granted MSUs would vest based solely on the Company’s share price in connection with the Corporate Change in Control (determined as if the date of the Corporate Change in Control were the Vesting Date for such Granted MSUs, and not, for the avoidance of doubt, taking into account the Company’s share price during any trailing thirty (30)-day period) and, that number of the Granted MSUs that does not vest based on such share price in accordance with this Agreement and the LTI Overview shall be accelerated upon an Approved Sale immediately forfeited; (ii) to the date extent the acquiring or surviving entity assumes, continues or substitutes for any such Approved Sale is consummatedthen outstanding Granted MSUs (determined after giving effect to clause (i) above) in connection with the Corporate Change in Control, except in the case Granted MSUs (including any Granted MSUs that such sale is not approved had become vested by the Special Committee. At any time their terms on Vesting Dates prior to the 12-month anniversary Corporate Change of Control and that remain outstanding) shall remain outstanding and shall vest, subject to the Participant’s continued employment with the acquiring or surviving entity, on the applicable Vesting Date or, if earlier, upon an Involuntary Employment Action as described in Section 10.C. of the Plan or the Participant’s termination of employment on account of death or Disability; (iii) to the extent the acquiring or surviving entity does not assume, continue or substitute for any then outstanding Granted MSUs (determined after giving effect to clause (i) above) in connection with the Corporate Change in Control, the Granted MSUs (including any Granted MSUs that had become vested by their terms on Vesting Dates prior to the Corporate Change of Control and that remain outstanding) shall vest in full as of immediately prior to the Corporate Change in Control; and (iv) notwithstanding clause (iii) or (iv) above, with respect to a Participant who is or becomes eligible for Retirement at any time after the Grant Date and on or before the latest Vesting Date described in Section 2.B. above, to the extent required to avoid adverse tax results under Section 409A, all then outstanding and unvested Granted MSUs (determined after giving effect to clause (i) above) (including any Granted MSUs that had become vested by their terms on Vesting Dates prior to the Corporate Change of Control and that remain outstanding) shall vest in full as of immediately prior to the Corporate Change in Control. D. Except as otherwise provided in the Plan or Section 2.C. above, upon termination of the Participant’s employment with the Company and its Affiliates for any reason, any portion of the Award that is not then vested will immediately terminate, except as follows: (i) any portion of the Award held by the Participant immediately prior to the Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such Granted MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at ; and (ii) any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned Award held by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Participant immediately prior to the applicable Vesting Date or if Participant’s Retirement, to the Special Committee does extent not approve a sale vested previously, will remain outstanding and will remain eligible to vest over the remainder of the Artwork. The Administrator may alsoVesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed with respect to be outstanding and shall have no rights to distributions. All fifty percent (50%) of the Class A preferred shares issued number of Granted MSUs covered by such unvested portion and with respect to an additional ten percent (10%) of the number of Granted MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Granted MSUs, and such Granted MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to this Agreement any termination For Cause or any termination for insufficient performance, as determined by the Company. E. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders cessation of the CompanyParticipant’s Class A shares may remove and replace employment For Cause shall terminate at the Administrator with another person or entity by the affirmative vote commencement of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect business on the date any of such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesfees , in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any All of the Class A preferred shares issuable hereunder after the Effective Date, but prior to the three-year anniversary of the Effective Date shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the Effective Date (the “Initial Vesting Date”), ) and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period (and the applicable Vesting Date) may be extended for a five-year period or shortened (and the applicable Vesting Date accelerated) in accordance with this Section 6, provided, that any applicable the Vesting Date shall be automatically accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month months anniversary of the applicable Vesting Date, Date the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. , 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”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31The Performance Stock Units consist of the following five tranches (each, 2025 a “Tranche”) that vest upon the attainment of the target share price (the “Initial Vesting Target Share Price”) as specified below: Each Tranche may only vest once. Except as otherwise specified below, for each respective Tranche to vest, all three of the following conditions must be met: (a) a Trigger Date for the Tranche must occur after the first anniversary of the Grant Date. A “Trigger Date” means any trading day on which the official closing price per Share (the “Closing Price”) is at or above the Target Share Price for the respective Tranche; (b) during the period that includes the Trigger Date and the immediately following 19 trading days (each, a “Measurement Period”), the arithmetic mean of the 20 Closing Prices during the Measurement Period must be at or above the Target Share Price for such Tranche; and (c) the Awardee must be in continuous service with the Company and in its Affiliates through the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year third anniversary of the Initial Vesting Grant Date. To the extent all three of the above conditions are met, the third anniversary of the Grant Date and such process will shall be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for .” If the Awardee’s employment is terminated as a five-year period result of death or shortened in accordance with this Section 6Disability, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to Company other than a Termination for Cause, or by the 12-month Awardee for Good Reason (as defined under his Employment Agreement), in each case before the third anniversary of the applicable Grant Date, then all Tranches for which a Trigger Date has occurred on or before the date of termination but which are not vested solely because the date of termination occurs before the third anniversary of the Grant Date shall vest, and the date of termination shall be the Vesting Date. If, after the first anniversary but before the third anniversary of the Grant Date, the Parties can mutually agree in writing to extend Awardee’s employment is terminated by the Vesting Date for one Company or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date its successor (other than a Termination for Cause) or by the Awardee for Good Reason (as defined under his Employment Agreement), in connection either case within two (2) years after a Change of Control, then the following Tranches shall vest, and the date of termination shall be the Vesting Date: (i) all Tranches for which a Trigger Date has occurred on or immediately before the Change of Control but which are not vested solely because the Awardee has not been in continuous service with the Company and its Affiliates through the third anniversary of the Grant Date; and (ii) all other Tranches with a sale Target Share Price at or below the per-Share transaction consideration received by stockholders of the Artwork) shall be ineffective unless and until Company upon the Company obtains Change of Control. Any Tranche that has not vested by the consent of holders of a majority third anniversary of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Grant Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)expire.

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with the following table: If the Company’s TSR Percentile for the Performance Period is between two points in the preceding table, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the Performance Period, the Committee will certify, by resolution or other appropriate action in writing, the Vesting Percentage that has been achieved and the number of Restricted Stock Units that vest pursuant to this Section 63(A) (or Sections 7 and 8, provided, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that any applicable Vesting Date shall vest will be accelerated upon an Approved Sale rounded to the date any such Approved Sale is consummatednearest whole unit and are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not Vested Restricted Stock Units, except after giving effect to the foregoing provisions and Section 3(B), as of the last day of the Performance Period shall immediately terminate and be cancelled. As used herein, the term “Service” means employment by the Company or a Subsidiary. B. Notwithstanding anything to the contrary in this Agreement, the case number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not exceed the number of Restricted Stock Units determined by dividing [For Xx. Xxxxxxxx’x award - $9,200,000; For Xx. Xxxxxxxx’x award – four times the Date of Grant fair value of this Award (as determined by the Company for financial statement reporting purposes); for Xx. Xxxxxxxxxx’x award - $468,000] by the Fair Market Value of a share of Common Stock on the applicable vesting date. In the event that such sale limit is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Dateexceeded, the Parties can mutually agree in writing number of Restricted Stock Units that would otherwise be Vested Restricted Stock Units pursuant to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkSection 3(A) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior reduced to the applicable Vesting Date or if extent necessary such that the Special Committee actual number of Vested Restricted Stock Units does not approve a sale exceed such limit. C. For purposes of this Award, the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited following definitions shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).apply:

Vesting. Any Class A preferred shares issuable hereunder Subject to the Participant’s not having a Termination of Relationship prior to the applicable vesting date, the Deferred Units shall be subject vest and become nonforfeitable (any Deferred Units that shall have become non-forfeitable pursuant to cliff vesting this Section 4, the “Vested Units”) on December 31the earliest to occur of (i) the ( ) year anniversary of the date that upon or following a Realization Event, 2025 Common Unit Value is equal to or exceeds $ (the “Initial Vesting Target”) (such date, the “ Year Trigger Date”) and (ii) the ( ) month anniversary of the date upon which or following a Complete Change in Control in which the Target is met (such date, the “ Month Trigger Date”), and in each case subject to the Participant’s continuous employment with or service to the Company or a Subsidiary from the Year Trigger Date or the Month Trigger Date, as applicable, through the applicable anniversary date; provided, however, that in the event vesting occurs on that the Initial Vesting Participant has a Termination of Relationship during the period of time following the Year Trigger Date or the Month Trigger Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from as applicable, and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date anniversary date upon which the Deferred Units vest, as a result of his or if her death, Disability, termination of employment or services by the Special Committee does not approve Company or a sale Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited Deferred Units shall no longer be deemed to be outstanding and shall have no rights to distributionsvest on the date of such Termination of Relationship. All of decisions by the Class A preferred shares issued Committee with respect to any calculations pursuant to this Agreement prior to Section 4 (absent manifest error), including the Effective Committee’s determination of whether and the date on which a Realization Event, Complete Change in Control, Year Trigger Date, Month Trigger Date occurs and whether the Target has been met or exceeded the applicable target set forth above, shall be fully vested upon issuance final and shall not be subject binding on the Participant. The vesting schedule requires continued employment or service through the applicable vesting date as a condition to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove Deferred Units and replace the Administrator with another person rights and benefits under this Agreement. Employment or entity by the affirmative vote of two-thirds (2/3) service for only a portion of the Class A shares eligible vesting period, even if a substantial portion, will not entitle the Participant to vote, such removal to take effect on any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 7 below or under the date any such successor administrator has been appointed (the “Removal Effective Date”)Plan.

Vesting. Any Class A preferred shares issuable hereunder shall be subject (i) Subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”paragraph 2(c), each Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares shall become vested in accordance with the event vesting occurs on following schedule, if, but only if, as of each such date such Executive is and has continued since the Initial Vesting DateEffective Date to be employed by or to serve as an officer or director for the Company and its Subsidiaries: None of an Executive’s Class A1 Convertible Shares, a new cliff vesting period Class A2 Convertible Shares or Class A3 Convertible Shares shall apply become vested if such Executive ceases to all Class A shares issuable be employed by, or to Masterworks from and after such Initial Vesting Date until serve as an officer or director for, the three-year Company or its Subsidiaries prior to the first anniversary of the Effective Time. None of an Executive’s Class A2 Convertible Shares or Class A3 Convertible Shares shall become vested if such Initial Vesting Date Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to the second anniversary of the Effective Time. None of an Executive’s Class A3 Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to the third anniversary of the Effective Time. Notwithstanding the foregoing, (i) upon the retirement at (with the consent of the Company) or after the Effective Time, from the Company and its Subsidiaries of an Executive who has achieved age 65 at or after the Effective Time, all of an Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares which have not previously vested shall vest upon such retirement and convert into an equal number of Class D Convertible Shares and (ii) upon the occurrence of a Sale of the Company after the Effective Time, all of an Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A1 Convertible Shares, Class A2 Convertible Shares and/or Class A3 Convertible Shares shall vest for any Executive (or Executive’s transferees) upon the occurrence of a Sale of the Company after the Effective Time if the Executive holding such Class A preferred shares will vest on such three-year anniversary Convertible Shares or from whom the Class A Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Company and its Subsidiaries as of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Dateoccurrence of the Sale of the Company. (ii) Notwithstanding the provisions of paragraph (i) foregoing, the Parties can mutually agree in writing as a condition to extend the Vesting Date for one or more additional five-year periodsaccelerated vesting of such Executive’s Class A1 Convertible Shares, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than Class A2 Convertible Shares and/or Class A3 Convertible Shares in connection with a sale Sale of the Artwork) shall be ineffective unless and until Company, such Executive shall, if requested by the purchaser of the Company obtains and for no additional consideration therefor, agree to continued employment for up to 12 months following such Sale of the consent Company so long as such Executive’s compensation package and job description immediately following such Sale of holders the Company is substantially similar with respect to remuneration (other than with respect to equity participation), scope of a majority duties, responsibility and job location to such Executive’s compensation package and job description immediately prior to such event. (iii) In addition to the vesting otherwise herein described, all or any portion of the Class A shares eligible to vote on such matter. Any A1 Convertible Shares, Class A shares beneficially owned by A2 Convertible Shares, and Class A3 Convertible Shares may be vested in the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale discretion of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit Board exercised at any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)time.

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale following table: If the Company’s TSR Percentile for the Performance Period is consummated, except between two points in the case that such sale is not approved preceding table, the Vesting Percentage will be determined by linear interpolation between the Special CommitteeVesting Percentages for those two levels. At any time prior to In no event will the 12-month anniversary Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the applicable Vesting DatePerformance Period, the Parties can mutually agree Committee will certify, by resolution or other appropriate action in writing to extend writing, the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate Percentage that has been achieved and the Vesting Date to an earlier date, provided number of Restricted Stock Units that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued vest pursuant to this Agreement prior Section 3(A) (or Sections 7 and 8, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that vest will be rounded to the Effective Date nearest whole unit and are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not Vested Restricted Stock Units, after giving effect to the foregoing provisions and Section 3(B), as of the last day of the Performance Period shall immediately terminate and be fully vested upon issuance and cancelled. As used herein, the term “Service” means employment by the Company or a Subsidiary. B. Notwithstanding anything to the contrary in this Agreement, the number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not be subject to exceed the vesting provisions set forth in this Section 6. The holders number of the Company’s Class A shares may remove and replace the Administrator with another person or entity Restricted Stock Units determined by dividing $2,062,500 by the affirmative vote Fair Market Value of two-thirds (2/3) a share of the Class A shares eligible to vote, such removal to take effect Common Stock on the date any applicable vesting date. In the event that such successor administrator has been appointed (limit is exceeded, the “Removal Effective Date”).number of Restricted Stock Units that would otherwise be Vested Restricted Stock Units pursuant to

Vesting. Any Class A preferred shares issuable hereunder shall Notwithstanding anything to the contrary in the Plan or the Agreement, the Performance RSUs will not vest and no Shares will be subject issued to cliff the Participant unless and until all necessary exchange control or other approvals with respect to the Performance RSUs under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the RSUs are scheduled to vest in accordance with the vesting on December 31schedule set forth in the Agreement, 2025 the Performance RSUs will not vest until the seventh day of the month following the month in which SAFE Approval is obtained (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Actual Vesting Date”). Any vesting period may be extended for If the Participant’s status as a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time service provider terminates prior to the 12-month anniversary of the applicable Actual Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates Participant shall not be eligible entitled to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder vest in any portion of the Performance RSUs and the Performance RSUs shall be forfeited if this Agreement is terminated prior without any liability to the applicable Vesting Date Company, the Employer or if the Special Committee does not approve a sale any subsidiary or affiliate of the ArtworkCompany. The Administrator may alsoExchange Control Requirements. Due to exchange control laws in the PRC, Shares acquired through Performance RSU vestings must be maintained in its sole discretionthe Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold. When the Shares are sold, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer all proceeds must be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior repatriated to the Effective Date shall be fully vested upon issuance PRC and shall not be subject to held in a special exchange control account maintained by the vesting provisions set forth in this Section 6. The holders Company, the Employer or one of the Company’s Class A shares may remove and replace subsidiaries in the Administrator with another person or entity by PRC. To the affirmative vote of two-thirds (2/3) of extent that the Class A shares eligible to vote, such removal to take effect Participant holds any Shares on the date that is three (3) months (or such other period as may be required by the SAFE) after the date of the Participant’s termination of employment with the Company or the Employer, the Participant authorizes Fidelity (or any successor broker designated by the Company) to sell such successor administrator has been appointed (Shares on the “Removal Effective Date”)Participant’s behalf at that time or as soon as is administratively practical thereafter. The Participant understands and agrees that the Company's designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the PRC any dividends or dividend equivalents paid to the Participant in relation to Performance RSUs through a special exchange control account established by the Company, the Employer, or one of the Company’s subsidiaries in the PRC. The Participant hereby agrees that any cash proceeds from the Participant’s participation in the Plan may be transferred to such special account prior to being delivered to the Participant. The Participant also understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to the Participant. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the cash proceeds are distributed to the Participant through the special account described above. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the PRC.

Vesting. Any Class A preferred shares issuable hereunder A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become vested on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be subject automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. The Award will become eligible to cliff vesting vest upon achievement of the Granted PU goals (“Performance Goals”), as adopted by the Committee in the first calendar quarter of the year in which the Award is granted and communicated. The calculation of the number of Granted PUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on December 31your Fidelity stock plan account. Granted PUs that become eligible to vest are referred to as the “Eligible PUs.” In the event and to the extent that the Performance Goals are not satisfied, 2025 such Granted PUs shall not become eligible to vest and shall be immediately forfeited. As specified in the Performance Goals, in the event and to the extent that the Performance Goals are exceeded, an additional number of Granted PUs will become eligible to vest. In no event shall the number of Eligible PUs exceed 200% of the number of Granted PUs. Eligible PUs will become vested in the following installments (the “Vesting Period”): One-third of the Eligible PUs shall vest on the later of one year from the Grant Date or the date of the Committee’s determination of the degree to which the performance criteria set forth above have been satisfied (the “Initial Vesting Date”), and in ; an additional one-third of the event vesting occurs Eligible PUs shall vest on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year first anniversary of the Initial Vesting Date Date; and such process will be repeated in successive threean additional one-year periods (each such vesting date, together with third of the Eligible PUs shall vest on the second anniversary of the Initial Vesting Date. C. Except as otherwise provided in the Plan, a “Vesting Date”). Any vesting period may be extended upon termination of the Participant’s employment with the Company and its Affiliates for a five-year period or shortened in accordance with this Section 6any reason, provided, any portion of the Award that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummatednot then vested will immediately terminate, except in as follows: (1) any portion of the case that such sale is not approved Award held by the Special Committee. At any time Participant immediately prior to the 12-month anniversary Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become fully vested upon the later of (a) the date of death or Disability or (b) determination of the applicable Vesting DateEligible PUs based on the Performance Goals and the Committee’s approval, even if such determination occurs following the Parties can mutually agree in writing to extend the Vesting Date for one date of death or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale Disability of the ArtworkParticipant; and (2) shall be ineffective unless and until the Company obtains the consent of holders of a majority any portion of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned Award held by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Participant immediately prior to the applicable Vesting Date or if Participant’s Retirement, to the Special Committee does extent not approve a sale vested previously, will become fully vested upon the later of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees date of Retirement or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All determination of the Class A preferred shares issued Eligible PUs based on the Performance Goals and the Committee’s approval for fifty percent (50%) of the number of Eligible PUs covered by such unvested portion and for an additional ten percent (10%) of the number of Eligible PUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Eligible PUs of the Award. For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to this Agreement any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders cessation of the CompanyParticipant’s Class A shares may remove and replace employment For Cause shall terminate at the Administrator with another person or entity by the affirmative vote commencement of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect business on the date any of such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class A preferred shares issuable hereunder Subject to the terms and conditions of this Agreement, the Restricted Shares shall be become vested based upon the achievement by the Company of specified Average Price (defined below) Share prices within four pre-established determination periods (collectively, the “Determination Periods”), in each case, as set forth below and subject to cliff vesting the Participant’s continued service with the Company on December 31the applicable Vesting Date (as defined below) together with the additional terms, conditions and limitations set forth below: Company Share Price Target* Number of Restricted Shares that Vest Determination Period $20 [ ] Second Determination Period: Not later than August 4, 2025 $30 [ ] Third Determination Period: Not later than August 4, 2027 $45 [ ] Fourth Determination Period: Not later than August 4, 2029 $60 [ ] Final Determination Period: Not later than August 4, 2031 *Company Share Price Targets will be adjusted for dividends. (a) If the average of the thirty (30) trading day closing stock price of a Share (the “Initial Vesting DateAverage Price”), and ) during a given Determination Period does not satisfy the Company Share Price Target set forth in the event vesting occurs on preceding table for such Determination Period, the Initial Vesting DateRestricted Shares associated with such Company Share Price Target shall no longer be eligible to vest with respect to that Company Share Price Target. However, such Restricted Shares may be eligible to vest in a subsequent Determination Period if, but only if, a new cliff higher Company Share Price Target is achieved, as described in the following sentence. If the Average Price satisfies a subsequent Company Share Price Target associated with a later occurring Determination Period, the Restricted Shares associated with any lower Company Share Price Target for which vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares has not occurred will vest on during such threelater Determination Period. For the avoidance of doubt, the “make-year anniversary up” vesting described in the preceding sentence will only occur if the Average Price during a later Determination Period is equal to or greater than the Company Share Price Target associated with such later Determination Period and not the Company Share Price Target associated with any earlier occurring Determination Period. The date, if any, within a Determination Period when Restricted Shares become vested as a result of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, achievement of a Company Share Price Target is herein referred to as a “Vesting Date.”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).

Vesting. Any Class A preferred shares issuable hereunder shall Your Vested Percentage (defined below) will be subject to cliff vesting on December 31, 2025 calculated by the Company not later than [Date] of each year (the “Initial Vesting Calculation Date”), beginning [Date], for the 12-month period then ending, and in the event vesting occurs continuing thereafter on the Initial Vesting Date, a new cliff vesting same date for each subsequent 12-month period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until (the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting DateYear”). Any vesting period may be extended for For each Vesting Year you complete while you are associated with the Company, either as [Director,] an employee or as a fiveconsultant, your Stock Award will become vested and non-year period or shortened forfeitable in accordance with this the following schedule (“Vested Percentage”). You will not accrue any Vested Percentage for any Vesting Year unless you are [a Director of,] employed by or under contract with the Company as of the last day of the Vesting Year, unless you die or become disabled during the Vesting Year. [You will not accrue any Vested Percentage during any non-compete period, even if the Company is paying you, as provided in Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale 7.] Your Stock Award is subject to forfeiture to the date any such Approved Sale is consummated, except in the case that such sale extent it is not approved by the Special Committeevested. At any time prior to your Vested Percentage shall be the 12-month anniversary sum of the applicable Vested Percentages calculated for each of the Vesting DateYears elapsed while you are associated with the Company during the period this Grant is issued and outstanding. You will not be credited with fractional vesting years. Accrual of your Vested Percentage shall cease (except as otherwise provided hereby) upon separation from service with the Company, regardless of the cause. Nevertheless, the Parties can mutually agree Stock Award subject to this Grant will become fully vested and non-forfeitable upon your death or [permanent and total ]disability (as such term is defined in writing to extend the Vesting Date for one or more additional five-year periodsPlan), or agree at any such time to accelerate the Vesting Date to an earlier dateas your Vested Percentage equals 100%. Your Stock Award will also be fully vested and non-forfeitable if you retire, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by Committee, which consent the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may alsoCommittee, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesmay withhold. The Committee, in whole or in partits sole discretion, has the right to accelerate your Vested Percentage. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding If you experience a separation of service from the Company for any reason, and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date does not provide that you are 100% vested, that portion of your Stock Award that is not vested, and any related declared and accrued but undistributed Dividend Equivalent (as defined in Section 4, below), shall be fully vested upon issuance and shall not forfeited. If you are[ a Director or] an employee, you will be treated as having separated from service with the Company when your[ Directorship or] employment terminates[ (subject to the vesting provisions set forth in this Section 6. The holders disability, death and retirement exceptions noted above)], regardless of the reason for termination[, unless your association with the Company continues as a consultant to the Company’s Class A shares may remove ]; and replace if you are a consultant, you will be treated as having separated from service with the Administrator Company when you are terminated as a consultant, or when your consulting contract terminates without renewal, [unless your association with another person or entity by the affirmative vote of two-thirds (2/3) of Company continues as an employee][subject to 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”)same exceptions noted above for death and disability].

Vesting. Any Class A preferred shares issuable hereunder (a) Subject to the limitations of this Agreement, the RSUs shall be subject vest according to cliff the following schedule, with respect to the number of RSUs shown in the schedule on the vesting on December 31, 2025 date (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any ) applicable to such number of RSUs (each an “Installment”): (b) An Installment shall not vest on the otherwise applicable Vesting Date shall be accelerated upon an Approved Sale if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of this Section 3 and Article VII of the Plan to the date any such Approved Sale is consummatedcontrary, except the RSUs shall vest (to the extent not vested previously) as follows: (i) If prior to a Change in Control the case that such sale is not approved Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement, or termination by the Special Committee. At any time prior to the 12-month anniversary Company without Good Cause, and such Date of the applicable Termination falls other than on a Vesting Date, the Parties can mutually agree in writing RSUs that are scheduled to extend vest on the first Vesting Date occurring after such Date of Termination shall vest upon such Date of Termination on a pro rata basis for one such interim period based upon the number of days subsequent to the most recent vesting date (or more additional five-year periodsthe Grant Date, if there is no previous vesting date) and prior to the Date of Termination relative to the number of days between the most recent vesting date (or agree at any time to accelerate the Grant Date if there is no previous Vesting Date) and the first Vesting Date occurring after such Date of Termination, subject to an earlier dateSection 3(b)(iv). (ii) Upon consummation of a Change in Control if no provision is made for the continuance, provided that any agreement to accelerate assumption or substitution of the Vesting Date to an earlier date (other than RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with a sale the Change in Control, all of the ArtworkRSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. (iii) shall be ineffective unless and until If provision is made for the continuance, assumption or substitution of the RSUs by the Company obtains or a successor employer or either of their parents or subsidiaries in connection with the consent Change in Control and (A) on or following a Change in Control, Participant’s Date of holders of a majority Termination occurs by reason of the Class A shares eligible to vote Participant’s death, Disability, or Retirement or (B) on such matter. Any Class A shares beneficially owned or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Administrator Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination, subject to Section 3(b)(iv). (iv) No RSUs shall vest pursuant to Section 3(b)(i) or 3(b)(iii) upon a termination of the Participant’s employment without Good Cause or pursuant to Section 3(b)(iii) upon the Participant’s resignation for Good Reason, unless the Participant has executed a release of claims against the Company and its affiliates in the form prescribed by the Company within the twenty-one (21) day period following the Date of Termination, and such release becomes irrevocable in accordance with its terms no later than the twenty-eighth (28th) day following the Date of Termination. (c) RSUs that are not fully vested upon the Participant’s Date of Termination other than to the extent specified in Section 3(b) shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder become vested and shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale without any payment therefor as of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All Participant’s Date of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)Termination.

Vesting. Any Class A preferred shares issuable hereunder (a) The Deferred Compensation Units shall initially be subject unvested units such that the Participant will have no right to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary distribution of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective units unless and until the Company obtains Deferred Compensation Units become vested in accordance with Sections 3.2(b) or (c). (b) On each date that the consent Participant exercises options granted to him on the Initial Distribution Date (the “Options”) in accordance with the Participant’s Xxxx-Xxxxx Stores, Inc. Equity Incentive Plan Non-Qualified Stock Option Award, a number of holders Deferred Compensation Units shall become Vested Units at the Initial Value. The number of a majority Deferred Compensation Units that become Vested Units shall equal the number of Options exercised by the Participant on that date. If the Options are adjusted such that the Participant is not required to pay any or all of the Class A shares eligible to vote exercise price of the Options, the value of the Vested Units shall be appropriately adjusted as determined by the Committee in good faith. (c) On the seventh anniversary of the Effective Date, if the closing per share price of the Common Stock as reported by NASDAQ on such matter. Any Class A shares beneficially owned date (or the per share fair market value of the Company’s Common Stock as determined by the Administrator and its affiliates Committee in good faith in the event that the Company’ s shares are no longer reported by NASDAQ)(the “Final Value”) is greater than the Reorg Value then the number of unvested Deferred Compensation Units that shall not be eligible to vote become vested shall equal the number of Options that expire unexercised on such matterdate. Immediately following the seventh anniversary of the Effective Date, any unvested Deferred Compensation Units shall automatically become forfeited. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to value of any Unit vested on the applicable Vesting Date or if the Special Committee does not approve a sale seventh anniversary of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject equal to the vesting provisions set forth in this Section 6. The holders lesser of (i) the Final Value less the Reorg Value; and (ii) the Initial Value. (d) If on the seventh anniversary of the Company’s Class A shares may remove and replace Effective Date, the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) value of the Class A shares eligible Deferred Compensation Units is equal to voteor less than $0, such removal to take then no additional Deferred Compensation Units shall vest on the seventh anniversary of the Effective Date. (e) Interest shall accrue on each Vested Unit held in the Participant’s Deferred Compensation Account, which interest shall equal the product of (i) the number of days commencing on the day following the day on which the Vested Unit vested through the next Distribution Date as described in Section 5.1; and (ii) a fraction (expressed as a percentage) the numerator of which is the prime lending rate of Citibank, N.A. then in effect as specified in The Wall Street Journal on the date any such successor administrator has been appointed (of the “Removal Effective Date”)Participant exercised Options and the denominator of which is 360.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (a) Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Plan Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 or voluntarily forfeit Section 9(b) of this Agreement or Section 10.1(b) of the Plan, the Grantee will become vested as to that number of Restricted Stock Units (if any) that is equal to the fraction or percentage set forth on Schedule I hereto (the “Vesting Percentage”) of the total number of Restricted Stock Units that are subject to this Agreement, rounded down to the nearest whole number of such Restricted Stock Units on each of the Vesting Dates indicated on Schedule I hereto, and upon the satisfaction of any unvested management feesother applicable restrictions, terms and conditions of the Plan and this Agreement, any RSU Dividend Equivalents with respect to the Restricted Stock Units that have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to the extent that the Restricted Stock Units related thereto shall have become vested in accordance with this Agreement. The Restricted Stock Units that become vested on each of the three Vesting Dates specified on Schedule I are referred to as individual “Tranches.” If rounding pursuant to the preceding sentence prevents any portion of a Restricted Stock Unit from becoming vested on a particular Vesting Date (any such portion, an “Unvested Fractional Restricted Stock Unit”), one additional Restricted Stock Unit will become vested on the earliest succeeding Vesting Date on which the cumulative fractional amount of all Unvested Fractional Restricted Stock Units (including any Unvested Fractional Restricted Stock Unit created on such succeeding Vesting Date) equals or exceeds one whole or in partRestricted Stock Unit, with any excess treated as an Unvested Fractional Restricted Stock Unit thereafter subject to the application of this sentence and the following sentence. Any Class A preferred shares Unvested Fractional Restricted Stock Unit comprising part of a whole Restricted Stock Unit that are forfeited shall no longer be deemed vests pursuant to the preceding sentence will thereafter cease to be outstanding and shall have no rights to distributions. All of an Unvested Fractional Restricted Stock Unit. (b) Notwithstanding the Class A preferred shares issued foregoing, the Grantee will not vest, pursuant to this Agreement prior to Section 5, in Restricted Stock Units or related Unpaid RSU Dividend Equivalents in which the Effective Date shall be fully vested upon issuance and shall Grantee would otherwise vest as of a given date if the Grantee has not be subject to been continuously employed by the vesting provisions set forth in this Section 6. The holders Company or its Subsidiaries (or, if the Grantee is a Nonemployee Director of the Company’s Class A shares may remove and replace , continuously serving in such capacity) from the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, Grant Date through such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”vesting or forfeiture of such Restricted Stock Units and related Unpaid RSU Dividend Equivalents to be governed instead by Section 6 hereof).

Vesting. Any Class A preferred shares issuable hereunder Once granted, each Option shall be subject to cliff vesting on December 31vest in accordance with the following schedule, 2025 (the “Initial Vesting Date”)if as of each such date Executive is, and in has been, continuously since the event vesting occurs on Effective Date Employed by the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year Company: First anniversary of such Initial Vesting Effective Date and all Second anniversary of such Class A preferred shares will vest Effective Date Third anniversary of Effective Date Fourth anniversary of Effective Date Fifth anniversary of Effective Date 20% 40% 60% 80% 100% If Executive ceases to be Employed by the Company on such three-year any date other than any anniversary date prior to the fifth anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Effective Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date the cumulative percentage of each Option to become vested shall be accelerated upon an Approved Sale determined on a pro rata basis according to the number of days elapsed since the prior anniversary date any such Approved Sale is consummated(or, except in the case that such sale is not approved by the Special Committee. At any time if prior to the 12-month first anniversary date, since the Effective Date) and any portion of such Option that was not vested on such date on which Executive ceased to be Employed by the Company shall be deemed unvested (except as provided in subparagraphs (i) and (ii) below). Notwithstanding the foregoing: (i) the unvested portion of each Option shall become fully vested upon the consummation of a Sale of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier Company if as of such date, provided that any Executive is, and since the Effective Date has been, continuously Employed by the Company through the date of the consummation of such Sale of the Company; (ii) if Publishing terminates Executive’s Company Employment without Cause on a date following execution of the definitive agreement providing for a Sale of the Company, Executive has since the Effective Date and until such Termination been continuously Employed by the Company, and a Sale of the Company is consummated within 9 months following such Termination and on substantially the terms and with the purchaser(s) set forth in such agreement as in effect prior to accelerate such Termination, then the Vesting Date unvested portion of each Option shall become fully vested upon the consummation of such Sale of the Company; and (iii) if the Company grants Options in connection with an initial round of Option grants under the Plan to an earlier date other senior executives (other than in connection with the CEO or COO) which have a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement vesting period which is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to shorter than the vesting provisions period set forth in this Section 6. The holders of , the Company’s Class A shares may remove and replace Company will review the Administrator with another person or entity by vesting schedule set forth in this Section 6 to determine if a similar reduction in 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”)vesting period herein is appropriate.

Vesting. Any Class You cannot exercise your Nonqualified Stock Option and purchase the Shares until your Nonqualified Stock Option is vested, which will occur as set forth under “Vesting Schedule” on Exhibit A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (each date a Nonqualified Stock Option becomes vested is the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial “ Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period Subject to the Plan and this Agreement, each vested Nonqualified Stock Option may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall exercised and Shares may be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feespurchased, in whole or in part, beginning on the applicable Vesting Date and ending at 5:00 p.m. Eastern Standard Time (“ EST ”) on the date set forth next to “Expiration Date of Award” on Exhibit A (the “ Expiration Date ”). Any Class A preferred shares The Nonqualified Stock Option will vest and become exercisable as to the portion of Shares and on the dates specified in the Vesting Schedule so long as your service with the Company is continuous and does not end. The Vesting Schedule is cumulative, meaning that to the extent your Nonqualified Stock Option has not already been exercised and has not expired, been cancelled or terminated, you may at any time purchase all or a portion of the Shares that are vested pursuant to the Vesting Schedule. The terms of the Plan and this Agreement shall govern the forfeiture and the expiration of the Nonqualified Stock Options at any time on, prior to or after the Nonqualified Stock Option becomes vested. This Nonqualified Stock Option may be exercised only while you continue to provide services to the Company or any Affiliate, and only if you have continuously provided such services since the date this Nonqualified Stock Option was granted. The following provisions shall also apply: (a) In the event your employment or service terminates by reason of your death or disability (as defined in Section 22(e)(3) of the Code) (“ Permanent Disability ”), then all unvested Nonqualified Stock Options shall be forfeited and cancelled, and the vested Nonqualified Stock Options shall no longer expire and be forfeited on the earlier of (i) the Expiration Date, or (ii) at 5 p.m. EST one (1) year after your date of employment or service termination for death or Permanent Disability. You shall not be deemed to have a Permanent Disability until proof of the existence thereof shall have been furnished to the Company in such form and manner, and at such times, as the Company may require and you agree that any determination by the Company that you do or do not have a Permanent Disability shall be outstanding final and binding upon you. (b) In the event your employment or service is terminated by the Company for Cause, then all Nonqualified Stock Options whether vested or unvested shall be forfeited and cancelled immediately on the date of your termination of employment or service for Cause. Any determination by the Company that you have been terminated for Cause shall be determined by the Company in its sole discretion and shall have no rights to distributions. All be final and binding on you. (c) In the event your employment or service terminates for any reason other than those enumerated in (a) and (b) of this Section 3, then (i) the Class A preferred shares issued pursuant to this Agreement portion of each Nonqualified Stock Option that has not vested on or prior to the Effective Date date of your employment or service termination shall be fully immediately terminate and (ii) the remaining vested upon issuance and portion of each Nonqualified Stock Option shall not be subject to terminate on the vesting provisions set forth in this Section 6. The holders earlier of the Company’s Class A shares may remove and replace the Administrator with another person applicable Expiration Date or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect 5:00 p.m. EST on the date that is ninety (90) days after the date of your termination of employment or service. (d) Notwithstanding anything to the contrary in this Agreement in the case of a Nonqualified Stock Option, if you shall die at any such successor administrator has been appointed time after your termination of employment or service and prior to the date of termination of the applicable Nonqualified Stock Option, then the remaining vested but unexercised portion of the applicable Nonqualified Stock Option shall terminate on the earlier of the Expiration Date or 5:00 p.m. EST one (the “Removal Effective Date”)1) year after your date of death.

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with the following table: If the Company’s TSR Percentile for the Performance Period is between two points in the preceding table, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the Performance Period, the Committee will certify, by resolution or other appropriate action in writing, the Vesting Percentage that has been achieved and the number of Restricted Stock Units that vest pursuant to this Section 63(A) (or Sections 7 and 8, provided, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that any applicable Vesting Date shall vest will be accelerated upon an Approved Sale rounded to the date any such Approved Sale is consummatednearest whole unit and are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not Vested Restricted Stock Units, except after giving effect to the foregoing provisions and Section 3(B), as of the last day of the Performance Period shall immediately terminate and be cancelled. As used herein, the term “Service” means employment by the Company or a Subsidiary. B. Notwithstanding anything to the contrary in this Agreement, the case number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not exceed the number of Restricted Stock Units determined by dividing five times the Date of Grant fair value of this Award (as determined by the Company for financial statement reporting purposes) by the Fair Market Value of a share of Common Stock on the applicable vesting date. In the event that such sale limit is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Dateexceeded, the Parties can mutually agree in writing number of Restricted Stock Units that would otherwise be Vested Restricted Stock Units pursuant to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkSection 3(A) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior reduced to the applicable Vesting Date or if extent necessary such that the Special Committee actual number of Vested Restricted Stock Units does not approve a sale exceed such limit. C. For purposes of this Award, the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited following definitions shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).apply:

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with the following table: If the Company’s TSR Percentile for the Performance Period is between two points in the preceding table, the Vesting Percentage will be determined by linear interpolation between the Vesting Percentages for those two levels. In no event will the Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the Performance Period, the Committee will certify, by resolution or other appropriate action in writing, the Vesting Percentage that has been achieved and the number of Restricted Stock Units that vest pursuant to this Section 63(A) (or Sections 7 and 8, provided, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that any applicable Vesting Date shall vest will be accelerated upon an Approved Sale rounded to the date any such Approved Sale is consummatednearest whole unit and are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not Vested Restricted Stock Units, except after giving effect to the foregoing provisions and Section 3(B), as of the last day of the Performance Period shall immediately terminate and be cancelled. As used herein, the term “Service” means employment by the Company or a Subsidiary. B. Notwithstanding anything to the contrary in this Agreement, the case number of Restricted Stock Units subject to this Award that become Vested Restricted Stock Units shall not exceed the number of Restricted Stock Units determined by dividing [for Xxxxxx Xxxxxxxx $11,500,000 / for Xxxxxxx Xxxxxxxx $2,062,500] by the Fair Market Value of a share of Common Stock on the applicable vesting date. In the event that such sale limit is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Dateexceeded, the Parties can mutually agree in writing number of Restricted Stock Units that would otherwise be Vested Restricted Stock Units pursuant to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkSection 3(A) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior reduced to the applicable Vesting Date or if extent necessary such that the Special Committee actual number of Vested Restricted Stock Units does not approve a sale exceed such limit. C. For purposes of this Award, the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited following definitions shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”).apply:

Vesting. Any Class A preferred shares issuable hereunder shall The Grant Date Performance Shares will be subject eligible to cliff vesting vest based on December 31, 2025 (your continued employment and the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary achievement of the Initial Vesting performance conditions described in Exhibit B. Subject to your continued employment at each of the first, second and third anniversaries of the Closing Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Dateeach, a “Vesting Date”). Any vesting period may be extended for , you will vest in a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale number of shares of Parent Common Stock equal to the sum of (i) the quotient of (X) one-third of the CIC Dollar Value divided by (Y) the fair market value of a share of Parent Common Stock determined pursuant to the terms of the Parent Plan on such Vesting Date; plus (ii) such additional shares attributable to dividend equivalent units paid on such number of shares of Parent Common Stock from the date any such Approved Sale is consummatedof grant (the “Floor”). Notwithstanding the foregoing, except in the case that such sale is not approved event of your death, disability or termination of employment by the Special Committee. At any time Parent or Company without Cause or by you for Good Reason prior to the 12-month anniversary of the applicable last Vesting Date, you will vest in an additional number of shares of Parent Common Stock equal to the Parties can mutually agree sum of (A) (i) the product of (X) one-third of the CIC Dollar Value multiplied by (Y) the number of remaining Vesting Dates in writing the Performance Period, divided by (ii) the fair market value of Parent Common Stock, determined pursuant to extend the terms of the Parent Plan, on your date of death, disability or termination; plus (B) such additional shares attributable to dividend equivalent units paid on such number of shares of Parent Common Stock from the date of grant (such resulting shares, the “Accelerated Shares”). The Accelerated Shares will be issued promptly following the date of your death, disability or termination. If on any Vesting Date or the date on which the Accelerated Shares become vested, the number of shares of Parent Common Stock remaining subject to the Performance Share Award are insufficient to equal the number of shares required for one the Floor or more the number of Accelerated Shares under the calculations described above, as applicable, Parent will either grant you additional five-year periodsshares of Parent Common Stock or cash equal to the difference. For the avoidance of doubt, if your employment is terminated by Parent for Cause or agree at any time to accelerate the Vesting Date to an earlier dateby you without Good Reason, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall you will not be eligible to vote receive the Accelerated Shares. In addition, subject to your continued employment on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale third anniversary of the Artwork. The Administrator may alsoClosing Date, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer the event of your death, disability or termination without Cause or for Good Reason, you will be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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 vest in an additional number of “Achievement Shares” based on the date any such successor administrator has been appointed achievement of certain performance conditions (the “Removal Effective DatePerformance Conditions”) over a three year performance period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”), as described in Exhibit B, plus such additional shares attributable to dividend equivalent units paid on such Achievement Shares from the date of grant. Achievement of the Performance Conditions over the Performance Period will be determined on or before March 1, 2020. In addition, after your death, disability or termination by the Parent or the Company without Cause or by you for Good Reason, you will remain eligible to vest in and be issued the Achievement Shares. For the avoidance of doubt, if your employment is terminated by Parent for Cause or by you without Good Reason, you will not be eligible to receive the Achievement Shares.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkPainting that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates, The Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of distributions from the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6Company. 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”).

Vesting. Any Class A preferred shares issuable hereunder (a) Subject to the limitations of this Agreement, the RSUs shall be subject vest and become payable according to cliff the following schedule, with respect to the number of RSUs shown in the schedule on the vesting on December 31, 2025 date (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any ) applicable to such number of RSUs (each an “Installment”): (b) An Installment shall not vest and become payable on the otherwise applicable Vesting Date shall be accelerated upon an Approved Sale if the Participant’s Date of Termination occurs on or before such Vesting Date. Notwithstanding the foregoing provisions of this Section 3 and Article VII of the Plan to the date any contrary, the RSUs shall vest (to the extent not vested previously) as follows (and become payable on the Vesting Date applicable to such Approved Sale is consummatedInstallment, except in as otherwise set forth below): (i) If the case that such sale is not approved Participant’s Date of Termination occurs by reason of the Special Committee. At any time Participant’s death, Disability, or Retirement, prior to the 12-month anniversary a Change in Control, and such Date of the applicable Termination falls other than on a Vesting Date, the Parties can mutually agree in writing RSUs that are scheduled to extend vest on the first Vesting Date occurring after such Date of Termination shall vest upon such Date of Termination on a pro rata basis for one such interim period based upon the number of completed 30-day periods subsequent to the most recent vesting date (or more additional fivethe Grant Date, if there is no previous vesting date) and prior to the Date of Termination relative to the number of 30-year periods, day periods between the most recent vesting date (or agree at any time to accelerate the Grant Date if there is no previous Vesting Date) and the first Vesting Date to an earlier dateoccurring after such Date of Termination. (ii) Upon consummation of a Change in Control if no provision is made for the continuance, provided that any agreement to accelerate assumption or substitution of the Vesting Date to an earlier date (other than RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with a sale the Change in Control, all of the ArtworkRSUs shall vest in full as of the Change in Control provided the Participant’s Date of Termination does not occur prior to the Change in Control. 27769402v6 (iii) If provision is made for the continuance, assumption or substitution of the RSUs by the Company or a successor employer or either of their parents or subsidiaries in connection with the Change in Control and (A) on or following a Change in Control Participant’s Date of Termination occurs by reason of the Participant’s death, Disability, or Retirement or (B) on or within two (2) years following a Change in Control the Participant’s Date of Termination occurs by reason of termination by the Company without Good Cause or by the Participant for Good Reason, then the RSUs shall become fully vested upon such Date of Termination. (c) RSUs that are not fully vested upon the Participant’s Date of Termination other than to the extent specified in Section 3(b) shall be ineffective unless not become vested and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale without any payment therefor as of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All Participant’s Date of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. 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”)Termination.

Vesting. Any Class A preferred shares issuable hereunder A. The Participant shall have a non-forfeitable right to a portion of the Award only upon the vesting dates specified on your Fidelity stock plan account, except as otherwise provided herein or determined by the Committee in its sole discretion. No portion of any Award shall become eligible to vest on the vesting date unless the Participant is then, and since the Grant Date has continuously been, employed by the Company or any Affiliate. If the Participant ceases to be employed by the Company and its Affiliates for any reason, any then outstanding and unvested portion of the Award shall be subject automatically and immediately forfeited and terminated, except as otherwise provided in this Agreement and the Plan. B. (i) The Award will become eligible to cliff vesting vest in in three equal installments on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary each of the Initial Vesting first, second and third anniversaries of the Grant Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date” and collectively, the “Vesting Period”). (ii) On each Vesting Date, the number of MSUs that become eligible to vest on such Vesting Date will vest based upon the change in the Company’s share price between the Vesting Date and the Grant Date. Any vesting period may be extended The calculation of the number of Granted MSUs that will vest is specified in the Long-Term Incentive Program Overview for Executives for the year in which the Award is granted (“LTI Overview”), which is also found on your Fidelity stock plan account. In the event and to the extent that a five-year period or shortened number of the Granted MSUs then eligible to vest do not vest on the applicable Vesting Date in accordance with this Section 6Agreement and the LTI Overview, providedsuch Granted MSUs shall be immediately forfeited. In the event that the threshold is not met based on the calculation described in the LTI Overview, any Granted MSUs then eligible to vest shall not vest and shall be immediately forfeited. In the event and to the extent that any the target is exceeded based on the calculation described in the LTI Overview, an additional number of Granted MSUs will vest. In no event shall the number of Granted MSUs that vest on the applicable Vesting Date shall be accelerated exceed 200% of the Granted MSUs that became eligible to vest on such Vesting Date. C. Except as otherwise provided in the Plan, upon an Approved Sale to termination of the date Participant’s employment with the Company and its Affiliates for any such Approved Sale reason, any portion of the Award that is consummatednot then vested will immediately terminate, except in as follows: (1) any portion of the case that such sale is not approved Award held by the Special Committee. At any time Participant immediately prior to the 12-month anniversary Participant’s termination of employment on account of death or Disability will, to the extent not vested previously, become eligible to vest as of the date of such termination of employment, and such Granted MSUs then eligible to vest will vest in accordance with Section 2.B.(ii) with the date of the termination of employment serving as the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at ; and (2) any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale portion of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned Award held by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated Participant immediately prior to the applicable Vesting Date or if Participant’s Retirement, to the Special Committee does extent not approve a sale vested previously, will remain outstanding and will become eligible to vest over the remainder of the Artwork. The Administrator may alsoVesting Period as set forth in Section 2.B.(i) without regard to the service requirement specified in Section 2.A., in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All for fifty percent (50%) of the Class A preferred shares issued number of Granted MSUs covered by such unvested portion and for an additional ten percent (10%) of the number of Granted MSUs covered by such unvested portion for every full year of employment by the Company and its Affiliates beyond ten (10) years, up to the remaining amount of the unvested Granted MSUs, and such Granted MSUs that become eligible to vest will vest in accordance with Section 2.B.(ii). For the avoidance of doubt, Retirement means the Participant’s leaving the employment of the Company and its Affiliates after reaching age 55 with ten (10) consecutive years of service with the Company or its Affiliates, but not including pursuant to this Agreement any termination For Cause or any termination for insufficient performance, as determined by the Company. D. Notwithstanding anything herein to the contrary, any portion of the Award held by a Participant or a Participant’s permitted transferee immediately prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders cessation of the CompanyParticipant’s Class A shares may remove and replace employment For Cause shall terminate at the Administrator with another person or entity by the affirmative vote commencement of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect business on the date any of such successor administrator has been appointed (the “Removal Effective Date”)termination.

Vesting. Any Class Subject to Sections 5 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A preferred shares issuable hereunder attached hereto), up to one-third (1/3rd) of the Restricted Shares subject hereto shall be eligible to vest and no longer be subject to cliff vesting Restrictions on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial each Vesting Date until to the three-year anniversary of such Initial Vesting Date and all of such Class extent that the Company’s Return on Equity goals set forth on Exhibit A preferred shares will vest on such three-year anniversary of attached hereto are satisfied for the Initial Vesting Date and such process will be repeated in successive three-year periods applicable Performance Year (each such vesting dateterm as defined below), together with subject to the Initial Awardee being an employee of the Company or an Affiliate thereof through the applicable Vesting Date. As soon as reasonably practicable following the end of each Performance Year (but in no event later than thirty (30) days after the end of the Performance Year), the Committee shall determine (each such date of determination by the Committee, a “Vesting Date”) the Company’s Return on Equity for the applicable Performance Year, the Vesting Percentage with respect to such Performance Year and the number of Restricted Shares subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (which shall be determined by multiplying one-third (1/3rd) of the total Restricted Shares subject hereto by the applicable Vesting Percentage, with any fractional Restricted Share rounded as determined by the Company). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, To the extent that any applicable Restricted Shares subject to vesting on a particular Vesting Date do not become vested and no longer subject to Restrictions as of such Vesting Date for any reason, such Restricted Shares shall immediately be accelerated upon an Approved Sale forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Shares. Notwithstanding the date any such Approved Sale is consummatedforegoing, except in the case event that such sale is not approved by the Special Committee. At any time a Change of Control occurs prior to the 12-month anniversary end of any Performance Year and the applicable Vesting Date, the Parties can mutually agree Awardee remains in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection continued employment with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated an Affiliate thereof until at least immediately prior to the applicable Vesting Date or if the Special Committee does not approve Change of Control, a sale number of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior Restricted Shares equal to the Effective Date shall be fully vested upon issuance and shall not be subject to product of (x) the vesting provisions set forth in this Section 6. The holders number of then-outstanding Restricted Shares multiplied by (y) the Vesting Percentage calculated assuming that the Company’s Class A shares may remove and replace the Administrator Return on Equity for each remaining applicable Performance Year is attained at Target Level (as set forth on Exhibit A) (with another person or entity any fractional Restricted Share rounded as determined by the affirmative vote of two-thirds (2/3Company) shall automatically become fully vested and no longer subject to Restrictions as of the Class A shares eligible to votedate of such Change of Control. For purposes of this Agreement, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).following terms shall have their respective meanings set forth below:

Vesting. Any Class A preferred shares issuable hereunder Options shall become vested and exercisable, and Common Shares (whether acquired by exercise of an Option, by sale or by grant for no consideration) shall become vested, at such time or times and subject to such conditions as shall be subject determined by the Committee in its Discretion and set forth in the Award Agreement, which may include immediate vesting at the date of the Award Agreement. If the Award Agreement does not contain a vesting schedule and vesting terms, (i) an Option shall become vested and exercisable with respect to cliff vesting 25% of the number of Common Shares underlying the Option on December 31the first anniversary of the date of grant of the Option, 2025 the Option shall become vested and exercisable with respect to the remainder of the Common Shares underlying the Option in equal 1/36th increments on the first day of each of the succeeding 36 complete calendar months (beginning on the “Initial Vesting Date”first day of the first complete calendar month after the first anniversary of the date of grant of the Option), and in the event vesting occurs Common Shares acquired upon exercise of the Option shall be fully vested at the time of Option exercise, and (ii) 25% of the Common Shares sold or granted shall become vested on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year first anniversary of the Initial Vesting Date date of the sale or grant and such process will be repeated the remainder of the Common Shares sold or granted shall become vested in successive three-year periods equal 1/36th increments on the first day of each of the succeeding 36 complete calendar months (each beginning on the first day of the first complete calendar month after the first anniversary of the sale or grant of the Common Shares); provided, however, that Options and Common Shares scheduled to become vested on a particular vesting date shall become vested only if the employment relationship between the Participant and a Rock Entity continues uninterrupted from the date of the Award until such vesting date, together with and any unvested portion of an Option or Common Shares shall become vested upon a Change in Control if the Initial employment relationship between the Participant and a Rock Entity continues uninterrupted from the date of the Award until the closing date of the Change in Control. Vesting Dateis relevant for various purposes under the Plan, including, without limitation, the price for which Common Shares acquired by a “Vesting Date”). Any vesting period Participant under the Plan may be extended repurchased by the Company following the Participant’s Termination. However, any Common Share acquired by a Participant under the Plan shall, for a five-year the entire period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale Common Share is not approved outstanding and regardless of whether it is vested or unvested, be entitled to share equally in any distribution made by the Special Committee. At any time prior to Company on the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree Common Shares (including dividends and distributions in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders liquidation 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”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting The period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon during which an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesAward, in whole or in part, vests shall be set by the Administrator, and the Administrator may determine that an Award may not vest in whole or in part for a specified period after it is granted, provided that Awards granted under the Plan shall vest no earlier than the first anniversary of the date on which the Award is granted. Any Class A preferred shares Such vesting may be based on service with a Group Member or any other criteria selected by the Administrator. The Board may, at its discretion, determine a shorter period during which an Award vests or that an Award may be vested upon the grant of the Award with respect to the following Awards granted to Employee Participants: (i) substitute awards granted in connection with Awards that are forfeited assumed, converted or substituted pursuant to a merger, acquisition or similar transaction entered into by the Company or any of its Subsidiaries; (ii) any additional Awards the Administrator may grant in respect of (A) sign-on or make-whole grants to new Employee Participants, (B) grants of Awards with performance-based vesting conditions, (C) grants of Awards that are made in batches for administrative or compliance reasons, (D) grants of Awards that vest evenly over a period of 12 months or more, and (E) grants of Awards with a total vesting and holding period of more than 12 months; and (F) Awards subject to a minimum holding period of 12 months which are delivered to an Employee Participant under his/her compensation arrangements (including the relevant Award Agreement) with the Company. Subject to the provisions of this Section 7 and the approval by the original body which approved the grant, at any time after grant of an Award, the Administrator may, subject to whatever terms and conditions it selects, accelerate the period during which an Award vests. No portion of an Award which is unvested or unexercisable upon the termination of Participant’s status as a Service Personnel shall no longer thereafter become vested or exercisable, except as may be deemed to be outstanding and shall have no rights to distributions. All otherwise provided by the Administrator either in the Award Agreement or by action of the Class A preferred shares issued pursuant Administrator following the grant of the Award. The restriction with respect to vesting period under this Agreement prior Section 7 does not apply to the Effective Date shall be fully vested upon issuance and shall not be subject Administrator’s discretion to provide for accelerated exercisability or vesting of any Award in cases of termination, death or Disability of the Participant or dissolution, liquidation or Change of Control, to the vesting provisions extent set forth in this Section 6. The holders the Plan or the terms of the Company’s Class A shares may remove and replace the Administrator with another person Award Agreement 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”)otherwise.