Common use of True-Up Clause in Contracts

True-Up. As consideration for Masterworks Gallery sourcing the Painting and committing to finance the acquisition of the Painting, Masterworks Gallery will be entitled to receive a true-up amount from the segregated portfolio company of Masterworks Cayman acquiring the Painting upon the closing of the Offering equal to approximately 11% of the purchase price of the Painting. The true-up will be deemed to be earned upon the acquisition of the Painting by the segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, but payment will be paid in installments upon each closing of the Offering in cash and or a combination of cash and Class A shares of the Company (valued at $20 per share for such purposes). Unless the Parties otherwise agree to a different allocation, each payment that occurs in connection with a closing of the Offering shall be prorated between the true-up and the advance based on the relative size of each obligation. Under no circumstances will any portion of the true-up remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.

True-Up. As consideration for Masterworks Gallery sourcing the Painting and committing to finance the acquisition of the Painting, Masterworks Gallery will be entitled to receive a true-up amount from the segregated portfolio company of Masterworks Cayman acquiring the Painting upon the closing of the Offering equal to approximately 11% of the purchase price of the Painting. The true-up will be deemed to be earned upon the acquisition of the Painting by the segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, but payment will be paid in installments upon each closing of the Offering in cash and or a combination of cash and Class A shares of the Company (valued at $20 per share for such purposes). Unless the Parties otherwise agree to a different allocation, each Each payment that occurs in connection with a closing of the Offering shall be prorated between the true-up and the advance based on the relative size of each obligation. Under no circumstances will any portion of the true-up remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.

True-Up. As consideration for Masterworks Gallery sourcing the Painting Artwork and committing to finance the acquisition of the PaintingArtwork, Masterworks Gallery will be entitled to receive a true-up amount from the segregated portfolio company of Masterworks Cayman acquiring the Painting Artwork upon the closing of the Offering equal to approximately 11% of the purchase price of the PaintingArtwork. The true-up will be deemed to be earned upon the acquisition of the Painting Artwork by the segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, but payment will be paid in installments upon each closing of the Offering in cash and or a combination of cash and Class A shares of the Company (valued at $20 per share for such purposes). Unless the Parties otherwise agree to a different allocation, each payment that occurs in connection with a closing of the Offering shall be prorated between the true-up and the advance based on the relative size of each obligation. Under no circumstances will any portion of the true-up remain as an outstanding obligation of the Company following the final closing of the Offering and the application of the use of proceeds therefrom.