Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn management fees and expense reimbursements in the form of Class A preferred shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, comprised of a 1.0% entity management fee and a 0.5% art management fee, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued).
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. These Class A shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued).
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding per annum, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering.
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A shares of the Issuer equal to 1.5% of the total Class A shares outstanding per annum, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering provided that if the Offering is fully subscribed, but the final closing is delayed due to a delay in our receipt of investor subscription funds, such administrative services fee shall start accruing once at least 95% of the Class A shares offered have been issued. For the avoidance of doubt, no fees or expense reimbursements in the form of Class A shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued).
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn management fees and expense reimbursements in the form of SPC Preferred shares of the Portfolio equal to 1.5% of the total SPC shares of the Portfolio outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the date of the final closing of the Offering or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. For the avoidance of doubt, no fees or expense reimbursements in the form of SPC Preferred shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Preferred shares will be exchangeable for Class A shares of the Company at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part.
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn administration fees and expense reimbursements in the form of Class A ordinary shares of the Issuer equal to 1.5% of the total Class A ordinary shares outstanding per annum, issued on a quarterly basis in arrears.
Compensation and Expenses; Covenant. (a) In return for the Services following the Effective Date, the Administrator shall earn administration fees and expense reimbursements in the form of SPC Ordinary shares of the Portfolio equal to 1.5% of the total SPC shares outstanding or for which subscriptions have been received, per annum, after giving effect to such issuance, issued on a quarterly basis in arrears, commencing on the later of (i) January 1, 2024 and (ii) the date of the final closing of the offering of shares of the Issuer (the “Offering”) or the date of an earlier closing if, as of such earlier closing date, the Offering is fully subscribed and at least 95% of the subscription proceeds have been received by the Company. For the avoidance of doubt, no fees or expense reimbursements in the form of SPC Ordinary shares shall be earned for any period prior to the final closing of the Offering (or the date on which at least 95% of the Class A shares offered have been issued). The SPC Ordinary shares will be exchangeable for Class A ordinary shares of the Issuer at an exchange rate of 1 for 1. In addition, the Administrator may, in its sole discretion, reduce or waive management fees, in whole or in part.
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn equity-based management fees and expense reimbursements in the form of SPC Preferred shares of each Segregated Portfolio that owns title to Artwork at a rate of 1.5% of the total SPC shares of such Segregated Portfolio outstanding, after giving effect to such issuance, per annum, commencing on the earliest closing date on which the applicable Series Tranche is fully subscribed and at least 95% of the subscription proceeds for such offering have been received by the applicable Series. For the avoidance of doubt, no fees or expense reimbursements in the form of SPC Preferred shares shall be earned for any period prior to the final closing of a Series Tranche (or the date on which at least 95% of the Class A shares offered have been issued). There is no overall limit to the number of SPC Preferred shares that may be issued to pay these fees and expenses. The SPC Preferred shares will be exchangeable for Class A shares of the Series of which the Segregated Portfolio holds the Artwork at an exchange rate of 1 for 1 such that the number of Class A shares issuable upon exchange shall always equal the number of Class A shares that would have been received by the Administrator had this agreement been drafted such that the Administrator was entitled to receive Class A shares of the applicable Series at a rate of 1.5% of the total Class A shares outstanding in lieu of SPC Preferred shares of the applicable Segregated Portfolio. The SPC Preferred shares earned pursuant to this Agreement for any Series shall have the terms, rights and privileges described in the Offering materials for the initial Series Tranche conducted by such Series. The Administrator may, in its sole discretion, reduce management fees, in whole or in part.
Compensation and Expenses; Covenant. (a) In return for the Services described in Section 1(a), the Administrator shall earn administration fees and expense reimbursements from the Issuer in the form of shares representing 1% of the total Shares of the Company outstanding (based on the number of Class A Ordinary Shares and Preferred Shares outstanding per annum for as long as this Agreement is in effect, which shares shall be issued on a quarterly basis in arrears. (collectively, such issuance of shares, the “Services Fee”). The Service Fee shall be earned ratably on the basis of a 360- day year comprised of twelve (12) thirty (30) day months. If and when the Painting is sold, the Services Fee actually earned (based on the number of days elapsed between the Effective Date and the date to and excluding the date of consummation of the sale of the Painting) and Service Fees actually received by the Administrator (in the form of cash prepayments and Class A Ordinary Shares, as applicable) and any excess Service Fee received by the Administrator, if any, shall be refunded to the Issuer and any shortfall issuable to the Administrator shall be issued to the Administrator on or immediately prior to the sale of the Painting.
Compensation and Expenses; Covenant. (a) In return for the Services, the Administrator shall earn equity-based management fees and expense reimbursements in the form of SPC Preferred shares of each Segregated Portfolio that owns title to Artwork at a rate of 1.5% of the total SPC shares of such Segregated Portfolio outstanding, after giving effect to such issuance, per annum, commencing on the earliest closing date on which the applicable Series Offering is fully subscribed and at least 95% of the subscription proceeds for such offering have been received by the applicable Series. These SPC Preferred shares will be subject to vesting provisions set forth in Section 6 hereof. For the avoidance of doubt, no fees or expense reimbursements in the form of SPC Preferred shares shall be earned for any period prior to the final closing of a Series Offering (or the date on which at least 95% of the Class A shares offered have been issued). There is no overall limit to the number of SPC Preferred shares that may be issued to pay these fees and expenses. After vesting, the SPC Preferred shares will be exchangeable for Class A shares of the Series of which the Segregated Portfolio holds the Artwork at an exchange rate of 1 for 1. The SPC Preferred shares earned pursuant to this Agreement for any Series shall have the terms, rights and privileges described in the Offering materials for the initial Series Offering conducted by such Series.
