Common use of Term and Termination Clause in Contracts

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

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

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

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

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

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

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

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

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

Term and Termination. 9.1 Unless terminated earlier in accordance with its terms, this Agreement will begin on the Effective Date and continue for the Term. Google may extend the Initial Term by a one off 12 month period (the “Google Extension”) by providing at least 30 (thirty) days written notice before the end of the Initial Term. 9.2 Either Google or Opera may suspend performance and/or terminate this Agreement with immediate effect, if the other party: (a) This is in material breach of this Agreement shall where the breach is incapable of remedy; or (b) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice of such breach. 9.3 Either Google or Opera may suspend performance and/or terminate upon the first to occur of (i) the dissolution this Agreement with immediate effect, if in respect of the Issuer; other party or any Group Company of the other party any of the following events occur: (iia) it is, or is deemed for the purposes of any applicable law to be, unable to pay its debts as they fall due for payment; (b) a petition is presented or documents filed with a court or any registrar or any resolution is passed for its winding-up, administration or dissolution or for the seeking of relief under any applicable bankruptcy, insolvency, company or similar law; (c) any liquidator, trustee in bankruptcy, judicial custodian, compulsory manager, receiver, supervisor, administrative receiver, administrator or similar officer is appointed in respect of it or any of its assets; (d) any event analogous to the events listed in (a) to (c) above takes place in respect of it in any jurisdiction. 9.4 Notwithstanding any other provision of this Agreement, Google may terminate this Agreement immediately upon written notice to Opera if: (a) Opera is in breach (whether or not material) of clause 14 (Prohibited Actions), provided that Google provides such written notice of termination from the Administrator that the Administrator desires to withdraw as the administrator Opera within thirty (30) days of the Issuer, Masterworks Cayman and date on which Google became aware of the Artworkrelevant breach (and such termination right shall be without prejudice to Google’s rights under clause 9.2); (b) if Opera is in material breach of any Termination Trigger Clause (as defined below) and, which where such breach is capable of remedy, fails to remedy that breach within fourteen (14) days after receiving written notice of the Administrator breach; or (c) if Opera is in breach (whether or not material) of a Termination Trigger Clause and fails to remedy that breach within thirty (30) days after receiving written notice of the breach. 9.5 [***] (a) [***] (b) [***] 9.6 Notwithstanding any other provision of this Agreement, Google may give at terminate this Agreement immediately upon notice to Opera if Opera is in material breach of this Agreement more than twice notwithstanding any time cure of such breaches. 9.7 Notwithstanding any other provision of this Agreement, in the event that the Administrator determines government or controlling body of any country or territory in which Google Products are distributed imposes any law, restriction or regulation that makes it illegal to distribute the Google Products, or any portion thereof, into such country or territory, or if any such law, restriction or regulation places a substantial burden on Google, where substantial is measured with respect to Google’s economic benefit under this Agreement, as determined by Google in its reasonable and good faith judgment (such substantial burden, a “Substantial Burden”), then Google may require Opera to suspend all distributions of Google Products in such country or territory until such time as such law, restriction or regulation is repealed or nullified or modified such that it desires is no longer illegal or a Substantial Burden, as applicable, for Google Products to cease providing services be distributed in such country or territory (“Google Special Suspension”). If a Google Special Suspension occurs, Parties will negotiate in good faith to lower the Minimum Query Thresholds set out in clause 7 of Schedule One as well as the type as set forth herein to payments due under clause 6 of Schedule One. Notwithstanding any Personother provision of this Agreement, and provided in the event that the Administrator does so cease providing government or controlling body of any country or territory in which Opera Browsers are distributed imposes any law, restriction or regulation that makes it illegal to distribute the Opera Browsers, or any portion thereof, into such services thereundercountry or territory, or if any such law, restriction or regulation places a substantial burden on Opera, where substantial is measured with respect to Opera’s economic benefit under this Agreement, as determined by Opera in its reasonable and good faith judgment (iii) upon such substantial burden, a “ Substantial Burden”), then Opera may suspend all distributions of Opera Desktop Browsers, Opera Mini Browsers or Opera Mobile Browsers in such country or territory until such time as such law, restriction or regulation is repealed or nullified or modified such that it is no longer illegal or a Substantial Burden, as applicable, for such browsers to be distributed in such country or territory (“Opera Special Suspension”). If an Opera Special Suspension occurs, Parties will negotiate in good faith to lower the Removal Effective Date, and (iv) on Minimum Query Threshold of clause 7 in Schedule One as well as the joint agreement payments due under clause 6 of the PartiesSchedule One. 9.8 Upon the expiration or termination of this Agreement for any reason: (a) all rights and licences granted by each party under this Agreement shall cease immediately; (b) In addition if requested, each party shall use its reasonable endeavours to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party; (c) the fees payable to Opera hereunder will immediately cease accruing following such expiration or termination provisions as set forth in Section 7(a)of this Agreement, and Google will within sixty (60) days pay to Opera any undisputed amounts which have accrued from the Issuer may terminate this Agreement at any time upon any of the following:most recent payment to Opera through the date of termination or expiration of this Agreement; (d) Opera will promptly pay to Google any amounts owed to Google; and (e) if requested by Google, Opera will immediately stop marketing and distributing the Google Products to the extent technically possible. (i) 9.9 Neither party will be liable to the commission by the Administrator or other for any of its executive officers of fraud, gross negligence or willful misconduct; (ii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms damages resulting solely from termination of this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 days after receiving notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuer; or (v) the bankruptcy or insolvency of the Administratoras permitted for under this Agreement. (c) The Parties shall, on the date of such termination or if it does not have the available funds on such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject to reimbursement by such Parties through to such date.

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

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

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

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

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

Term and Termination. a. Unless terminated earlier as provided herein, this Agreement shall have a term commencing with the Effective Date of this Agreement and continuing for an initial term of three (a3) years, unless terminated by written notice from either party at least sixty (60) days prior to the end of the initial term, except that the parties agree that Licensee shall have the right to renegotiate the royalty and payment terms hereof in the first quarter of Year 2000, and if no agreement is reached as a result of such renegotiation by March 31, 2000, Licensee may terminate without cause and such termination shall be deemed an expiration. Licensee understands that at the end of the term or upon earlier termination by Autonomy for cause, the license in Section 2(a) shall terminate and neither Licensee nor any sub-distributor shall have any right whatsoever to continue developing or distributing Applications or any other use of the Software, regardless of any undocumented continuation of the relationship with Autonomy. b. This Agreement shall terminate may be terminated for cause immediately by written notice upon the first to occur occurrence of (i) the dissolution of the Issuer; (ii) upon notice of termination from the Administrator that the Administrator desires to withdraw as the administrator of the Issuer, Masterworks Cayman and of the Artwork, which the Administrator may give at any time in the event that the Administrator determines that it desires to cease providing services of the type as set forth herein to any Person, and provided that the Administrator does so cease providing such services thereunder, (iii) upon the Removal Effective Date, and (iv) on the joint agreement of the Parties. (b) In addition to the termination provisions as set forth in Section 7(a), the Issuer may terminate this Agreement at any time upon any of the followingfollowing events: (i) the commission by the Administrator i. immediately, if a party ceases to do business, or any of otherwise terminates its executive officers of fraud, gross negligence or willful misconductbusiness operations; ii. by Autonomy, subject to subsection (iib)(iii) the conviction of the Administrator of a felony; (iii) a material breach by the Administrator of the terms of this Section if Licensee fails to pay the minimum royalties for the Software as specified in Attachment B; iii. if a party materially breaches this Agreement which breach is not cured within 30 days after receipt by the Administrator of a notice of such breach from any member of the Issuer (provided that if such breach is not capable of cure within 30 days, and Administrator is diligently taking steps to cure the breach, then no such event shall be deemed to have occurred unless and until the Administrator fails to cure such breach within 60 15 days after receiving (ten days in the case of a failure to pay and immediately in the case of a breach of Section 2 or Section 10) of written notice thereof); (iv) a material violation by the Administrator or any of its executive officers of any applicable law that has a material adverse effect on the business of the Issuerdescribing such breach; or iv. without notice by a party if the other party becomes insolvent or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against the other (vand not dismissed within 90 days). c. Each party understands that the rights of termination hereunder are absolute. Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other (or for any compensation to the other) arising from or incident to any termination of this Agreement by such party which complies with the bankruptcy or insolvency terms of the AdministratorAgreement whether or not such party is aware of any such damage, loss or expenses. Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies shall remain available. (c) The Parties shalld. Upon termination, on if Licensee has any right, title or interest in any ▇▇▇▇ or any registration related thereto, Licensee shall immediately assign all such right, title and interest to Autonomy and take all necessary action to ensure that Autonomy obtains the date full benefit thereof or, if Autonomy so requests in writing with respect to any such item, take any necessary action to surrender and cancel such item and the related rights, title and interest. e. Upon expiration or termination by Autonomy for cause of such this Agreement, Licensee shall immediately return to Autonomy or destroy all master disks and any and all copies of the Software or portions thereof that it has in its possession or control. f. On termination or if expiration of this Agreement, Autonomy shall provide support to Licensee and to end users for which it does not have the available funds has already been paid. On expiration or termination other than due to breach by Licensee, Autonomy will continue to offer to Licensee support at its then existing rates on its then existing standard terms so long as Autonomy provides such date, as soon as practicable after it does have the available funds, pay any accrued but costs subject support to reimbursement by such Parties through to such dateother OEMs or end users.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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