Common use of Vesting Clause in Contracts

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder A. Subject to Section 3(B) below and except as otherwise expressly provided in Sections 7 and 8 herein, this Award shall be subject to cliff vesting vest and become nonforfeitable on December 31, 2025 the last day of the Performance Period (as defined below) (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”); provided that the Grantee has been continuously in Service with the Company from the Date of Grant through the Vesting Date. Any Except as specifically provided herein, Service for only a portion of the vesting period may period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting. The number of Restricted Stock Units subject to this Award that vest will be extended equal to the Target Number of Restricted Stock Units multiplied by a “Vesting Percentage” determined based on the Company’s TSR Percentile (as defined below) for a five-year period or shortened the Performance Period in accordance with this Section 6, provided, that any applicable the following table: TSR Percentile for the Performance Period Vesting Date shall be accelerated upon an Approved Sale to Percentage Below 25th TSR Percentile 0% 25th TSR Percentile 25% 50th TSR Percentile 100% 75th TSR Percentile and Above 150% If the date any such Approved Sale Company’s TSR Percentile for the Performance Period is consummated, except between two points in the case that such sale is not approved preceding table, the Vesting Percentage will be determined by linear interpolation between the Special CommitteeVesting Percentages for those two levels. At any time prior to In no event will the 12-month anniversary Vesting Percentage be greater than one hundred fifty percent (150%). Not later than seventy four (74) days after the end of the applicable Vesting DatePerformance Period, the Parties can mutually agree Committee will certify, by resolution or other appropriate action in writing to extend writing, the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate Percentage that has been achieved and the Vesting Date to an earlier date, provided number of Restricted Stock Units that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued vest pursuant to this Agreement prior Section 3(A) (or Sections 7 and 8, as applicable) based on the satisfaction of the performance criteria above. Such number of Restricted Stock Units that vest will be rounded to the Effective Date shall be fully vested upon issuance nearest whole unit and shall are referred to herein as the “Vested Restricted Stock Units.” Restricted Stock Units that are not be subject Vested Restricted Stock Units, after giving effect to the vesting foregoing provisions set forth in this and Section 6. The holders 3(B), as of the Company’s Class A shares may remove last day of the Performance Period shall immediately terminate and replace be cancelled. As used herein, the Administrator with another person or entity term “Service” means employment 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”)Company or a Subsidiary.

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

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), ) and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkPainting that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates, The Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of distributions from the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6Company. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder Subject to the Award Notice, these Terms and Conditions and the Plan, the RSUs in respect of your Annual Vesting Award shall vest and no longer he subject to any restriction (such period during which restrictions apply is the “Restriction Period”) as follows: Vesting Date Number of Shares Vesting November 19, 2008 8,300 November 19, 2009 9,150 November 19, 2010 10,850 November 19, 2011 10,850 November 19, 2012 10,850 Termination of Employment Upon the termination of your employment by IAC or any of its Subsidiaries or Affiliates for any reason other than your death or Disability or for Cause or if you resign for Good Reason (as defined in your Employment Agreement) during the Restriction Period, the portion of your Annual Vesting Award that would have vested through the date of your termination of employment if the Annual Vesting Award vested in equal installments of 20% per year (or 10,000 RSUs) shall vest, and the remaining unvested portion of your Annual Vesting Award shall be subject forfeited and canceled in its entirety effective immediately upon such termination of employment. For example, if you resign for Good Reason on September 19, 2010 (e.g. after the second vesting of RSU’s but prior to cliff vesting on December 31the November 19, 2025 (the “Initial Vesting Date”2010 vesting), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares 2,550 RSUs will vest on such three-year anniversary of and the Initial Vesting Date and such process remaining 30,000 RSUs will be repeated forfeited and canceled. If your employment is terminated by IAC or any of its Subsidiaries or Affiliates for Cause, or if following any termination of employment between you and IAC or any of its Subsidiaries or Affiliates for any reason IAC determines that during the two years prior to such termination there was an event or circumstance that would have been grounds for termination for Cause, your Annual Vesting Award shall be forfeited and canceled in successive three-year periods (each its entirety upon such vesting datetermination, together with and IAC may cause you, immediately upon notice, either to return the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a fiveshares or cash issued upon the settlement of RSUs that vested during the two-year period after the events or shortened in accordance with this Section 6circumstances giving rise to or constituting grounds for termination for Cause or to pay IAC an amount equal to the aggregate amount, providedif any, that you had previously realized in respect of any applicable Vesting Date and all shares issued upon settlement of RSUs that vested during the two-year period after the events or circumstances giving rise to or constituting grounds for such termination for Cause (i.e., the value of the RSUs upon vesting), in each case, including any dividend equivalents or other distributions received in respect of any such RSUs. This remedy shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periodswithout prejudice to, or agree at waiver of, any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than remedies IAC or its Subsidiaries or Affiliates may have in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)event.

Vesting. Any Class A preferred SPC Preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 2026 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A SPC Preferred shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred SPC Preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred SPC Preferred shares of any Segregated Portfolio of Masterworks Cayman issued or issuable hereunder shall be forfeited if this Agreement is terminated with respect to such Segregated Portfolio prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the ArtworkArtwork owned by such Segregated Portfolio. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred SPC Preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s all voting Class A shares outstanding of all Series together as a single class may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be If your Termination of Employment occurs due to death or you incur a Disability before the last vesting date described in Section 4 of this Agreement, all of your unvested Restricted Units [and Additional Restricted Units] will vest as of your Termination of Employment or Disability, as applicable. If you are deceased, the Company will make a payment to your estate only after the Committee has determined that the payee is the duly appointed executor or administrator of your estate, subject to cliff Section 7.14 of the Plan. [INCLUDE AS APPLICABLE: If your Termination of Employment due to Full Retirement occurs before the last vesting on December 31date described in Section 4 of this Agreement, 2025 you will be vested in an additional number of Restricted Units [and related Additional Restricted Units] equal to the product of (the “Initial Vesting Date”a) times (b), minus (c), where (a) equals the total number of Restricted Units specified in Section 1 of this Agreement [plus the total number of Additional Restricted Units (both vested and in unvested) credited to you as of your Termination of Employment], (b) equals the event vesting occurs on ratio of your complete years of service as an employee of the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until Company or its Affiliates between the three-year anniversary of such Initial Vesting Award Date and all your Termination of such Class A preferred shares will vest on such three-year anniversary Employment, and the number of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary complete years of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if service required under this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance in all Restricted Units [and shall Additional Restricted Units], and (c) equals the number of Restricted Units [and Additional Restricted Units] that vested before your Termination of Employment. OR For the avoidance of doubt, if your Termination of Employment due to Full Retirement occurs before the last vesting date described in Section 4 of this Agreement, you will not vest in any Restricted Units [or Additional Restricted Units] as a result of your termination. OR If your Termination of Employment due to Full Retirement occurs before the last vesting date described in Section 4 of this Agreement, you will be subject vested in an additional number of Restricted Units [and related Additional Restricted Units] equal to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)[INSERT VESTING PROVISION ON FULL RETIREMENT].]

Vesting. Any Holdco Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Holdco Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Holdco Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkWhole Artwork Investment that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders of the Company unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares of the Company eligible to vote on such matter. Any Class A shares of the Company beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company and Holdco comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company and Holdco, the Administrator and their respective affiliates. The Class A preferred shares of Holdco issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares of Holdco that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6distributions from Holdco. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares of the Company eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be On the date hereof, you are vested in none of the Performance Shares subject to cliff this award. You will become vested in your Performance Shares immediately upon completion of the Performance Cycle to which those Performance Shares attach, subject to earlier vesting on December 31or forfeiture as provided in this Agreement or the Plan. If your employment with the Company should terminate prior to completion of a Performance Cycle for Cause or other than by reason of death, 2025 (Disability or Retirement or termination by the “Initial Vesting Date”)Company without Cause, you will forfeit, and in the event will not be entitled to any distribution or payment under Section 6 of this Agreement with respect to, Performance Shares which have not vested on or prior to such termination of employment. The Plan provides for vesting occurs on the Initial Vesting Date, a new cliff of all your Performance Shares upon termination of employment upon your death or Disability. The Plan provides for partial vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all your Performance Shares upon termination of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved your employment by the Special Committee. At any time Company without Cause or Retirement prior to the 12-month anniversary completion of the applicable Vesting Daterelated Performance Cycle, with the Parties can mutually agree in writing percentage, if any, of your Performance Shares vesting being equal to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale percentage of the Artwork) shall be ineffective unless and until term of the Performance Cycle during which you were employed by the Company obtains (or such greater percentage as the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may alsoCommittee, in its sole discretion, reduce unearned management fees or voluntarily forfeit any shall approve), and with the unvested management fees, balance of your Performance Shares being forfeited. Upon a Change in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All Control of the Class A preferred shares issued pursuant Company, the Plan allows the Board of Directors of the Company to this Agreement prior elect to continue the Effective Date shall be fully vested Plan. If the Board does not elect to continue the Plan upon issuance a Change in Control, then the Plan provides for accelerated vesting and shall not be payout of outstanding Performance Shares, subject to the vesting provisions set forth satisfaction of certain conditions related to your continued employment for a One-Year Period after such Change in this Section 6Control. The holders If the Board elects to continue the Plan upon a Change in Control, then the Plan will continue as if no Change in Control had occurred, provided that if your employment is terminated without Cause or you voluntarily terminate your employment for Good Reason prior to completion of any Performance Cycle for Performance Shares outstanding at the time of the Company’s Class A shares may remove Change in Control, then the Plan provides for accelerated vesting and replace the Administrator with another person or entity by the affirmative vote payout of two-thirds (2/3) such Performance Shares as described in Section 9 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”)this Agreement.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): [__] Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of any unvested management feesother applicable restrictions, in whole or in part. Any Class A preferred shares terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that are forfeited shall no longer be deemed have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to be outstanding and the extent that the Restricted Share Units related thereto shall have no rights to distributionsbecome vested in accordance with this Agreement. All of Additionally, the Class A preferred shares issued Grantee will not vest, pursuant to this Agreement Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to the Effective first Vesting Date shall be fully vested upon issuance and shall not be subject to (the vesting provisions set forth in this or forfeiture of such Restricted Share Units to be governed instead by Section 6). The holders If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Class A shares may remove and replace Code of Business Conduct, applicable law or other misconduct (a “Suspension Event”), the Administrator with another person or entity Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the affirmative vote Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack 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 good standing has been appointed cured (each, the “Removal Effective Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, is disabled or is terminated without cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to retirement) or is terminated for cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.

Vesting. Any Class A preferred shares issuable hereunder Subject to Section 8 and the paragraphs in this Section below, the Award shall be vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesting requirements described in Annex A. The Administrator shall determine whether the applicable performance hurdles have been achieved, and the vesting of the Share Units is subject to cliff the Administrator’s determination. If the Participant is a party to an employment or similar agreement with the Company or any Subsidiary that includes provisions addressing the vesting on December 31of equity awards, 2025 the Award shall also become vested as provided in such agreement (including, without limitation, in connection with certain qualifying terminations of the “Initial Vesting Date”Participant’s employment and/or qualifying change in control transactions). Any portion of the Award that is not considered eligible to vest following the Administrator’s determination following the end of the applicable performance period as a result of performance results for the performance period, all as determined in accordance with Annex A, shall terminate and be forfeited following the Administrator’s determination. ​ Unless otherwise provided by an employment agreement or similar agreement with the Company that addresses the vesting of equity awards in the event vesting occurs on of the Initial Vesting DateParticipant’s death or disability, upon a new cliff vesting period shall apply termination of the Participant’s employment with the Company by the Company due to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares Participant’s death or disability, Participant will vest on such threein a pro-year anniversary rata portion of the Initial Vesting Date target number of Share Units specified in Section 2 (“Target Shares”) that are then outstanding and such process unvested. The pro-rata portion will be repeated calculated as follows: (Target Shares ÷ number of days from Award Date to original vesting date specified in successive three-year periods Annex A (each such vesting including both beginning and end date, together with )) x number of days from the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Award Date shall be accelerated upon an Approved Sale to the date of termination due to death or disability. Any partial shares will be rounded down to the nearest whole share. Disability as used in this paragraph shall mean a physical or mental impairment which, as reasonably determined by the Company, renders Participant unable to perform the essential functions of Participant’s employment with the Company, even with a reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any such Approved Sale 180-day period, unless a longer period is consummatedrequired by federal, except state or local law, in the which case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)period would apply.

Vesting. Any Class A preferred shares issuable hereunder shall be subject Subject to cliff vesting on December 31the terms, 2025 (the “Initial Vesting Date”)conditions, and in limitations set forth herein, the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until for the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest Restricted Shares shall occur on such three-year [the third anniversary of the Initial Vesting effective date of the grant set forth above (and on such date the Restricted Shares shall become 100% vested)], provided that the Grantee is a full-time employee of Atlanticus (or one of its Affiliates) from the Date of Grant through the applicable date [and such process will be repeated in successive three-year periods (each the performance criteria applicable to the Restricted Shares eligible to vest on such vesting date, together with set forth in Exhibit A attached hereto, are satisfied]. [Provided that the Initial Vesting Date, Grantee is a full-time employee of Atlanticus (or one of its Affiliates) at the time of a “Change in Control,” any Restricted Shares that theretofore have not vested shall immediately vest upon a “Change in Control.”] Notwithstanding the foregoing, any Restricted Shares that theretofore have not vested shall immediately vest upon termination by Atlanticus (or its Affiliates) of Grantee’s employment other than for Cause or in the case of death or Disability of Grantee [provided that the performance criteria applicable to such Restricted Shares have been satisfied at such time]. A transfer of Grantee from Atlanticus to a subsidiary or vice versa shall not constitute a termination for these purposes. Upon vesting, Atlanticus shall retain (or if it is not then holding the shares, receive) shares of Common Stock having a Fair Market Value, at the time of vesting, equal to the Tax Withholding, unless prior to the Vesting Date”)Date the Grantee has made arrangements satisfactory to Atlanticus regarding the payment of the Tax Withholding. Any vesting period may be extended for a five-The Grantee is permitted to make an election under Section 83(b) of the Code (to include in gross income in the year period of transfer the amounts specified in Section 83(b) of the Code) or shortened under similar laws with respect to the Restricted Shares in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary 18.05 of the applicable Vesting DatePlan. In the event Grantee makes a permissible Section 83(b) election with respect to Restricted Shares, the Parties can mutually agree Grantee is required to pay the tax withholding to Atlanticus in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)cash.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (Forfeiture On the “Initial Vesting Date”), your right to issuance of the Shares underlying any PSUs that are Vested PSUs as of the Vesting Date shall become vested and nonforfeitable. Should your employment with the Company and its Subsidiaries terminate for any reason prior to the Vesting Date, all PSUs will be forfeited and you will have no right to the issuance of any Shares hereunder. Notwithstanding the foregoing and except as provided below in connection with a Change in Control, if such termination is other than (i) by you voluntarily (except where such voluntary termination entitles you to severance under the Company’s severance plan) or (ii) by the Company for Cause, and in either case, the event vesting occurs on date of your termination of employment is at least one year following the Initial Date of Grant, the date of such termination will be treated as if it were the Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process you will be repeated in successive three-year periods (each such vesting date, together with entitled to issuance of a number of Shares underlying any PSUs that would become Vested PSUs determined as if the Initial Vesting Performance Period ended on the Performance Measurement Date, and the number of PSUs as set forth in the Cover Sheet was prorated to reflect the shortened vesting period, but your rights in respect of any additional PSUs will be forfeited. For purposes of this Agreement, “Performance Measurement Date” means the date on or preceding your employment termination date as of which the Company most recently received a “Vesting Date”)report from its third-party advisors indicating its Relative TSR Rank determined in accordance with Exhibit A; provided that, the Company shall receive such report no less frequently than annually. Any vesting period may be extended for a five-year period or shortened Issuance of shares underlying Vested PSUs determined in accordance with this Section 6, provided, that any applicable Vesting Date paragraph shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary occur within 70 days following your termination of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)employment.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesfees , in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

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

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

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

Vesting. Any Class A preferred shares issuable Except as otherwise provided in this Agreement, the Performance Units granted hereunder shall be vest, subject to cliff vesting on December 31Section 4, 2025 over a period of three years in equal, one-third increments (provided, however, that if such increments would otherwise result in a fractional Performance Unit with respect to the applicable Annual Tranche, such fractional Performance Unit shall be rounded to the nearest whole number) (each increment, an “Annual Tranche” and specifically, with respect to the applicable Performance Period for each of the 2017, 2018 and 2019 calendar years, the “Initial Vesting Date”Year 1 Annual Tranche,” the “Year 2 Annual Tranche,” and the “Year 3 Annual Tranche,” respectively). Except as otherwise provided in this Agreement, the applicable portion, if any, of the Year 1 Annual Tranche, the Year 2 Annual Tranche and in the event vesting occurs Year 3 Annual Tranche shall vest on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until respective dates that the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary Committee certifies the attainment of the Initial Vesting Date and such process will be repeated Performance Goals applicable to this Award (“Performance Measures”) for the applicable Performance Period in successive three-year periods accordance with Section 4 following completion of the applicable Performance Period (each such of these three vesting date, together with the Initial Vesting Date, dates is referred to as a “Normal Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date In no event shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Normal Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other a Performance Period be later than in connection with a sale March 15th of the Artwork) calendar year following the calendar year in which the applicable Performance Period ends. In no event shall be ineffective unless and until the Company obtains the consent of holders any Performance Units granted hereunder that form part of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not particular Annual Tranche be eligible to vote on vest following the Normal Vesting Date applicable to such matterAnnual Tranche. The unvested Class A preferred shares issued or issuable Any Performance Units granted hereunder that form part of a particular Annual Tranche and that do not vest as of the Normal Vesting Date applicable to such Annual Tranche shall be automatically and immediately forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve for no consideration. In no event shall a sale number of Performance Units greater than 200% of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions number set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date 1 vest under any such successor administrator has been appointed (the “Removal Effective Date”)circumstances.

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

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (Unless the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, otherwise determines in its sole discretion, reduce unearned management fees subject to earlier vesting in accordance with Section 6 of this Agreement or voluntarily forfeit Section 11.1(b) of the Plan and subject to the last paragraph of this Section 5, the Restricted Share Units shall become vested in accordance with the following schedule (each date specified below being a Vesting Date): [__] Please refer to the website of the Third Party Administrator, which maintains the database for the Plan and provides related services, for the specific Vesting Dates related to the Restricted Share Units (click on the specific Grant Name or Grant ID in the Portfolio/Account Summary View). On each Vesting Date, and upon the satisfaction of any unvested management feesother applicable restrictions, in whole or in part. Any Class A preferred shares terms and conditions, any RSU Dividend Equivalents with respect to the Restricted Share Units that are forfeited shall no longer be deemed have not theretofore become Vested RSU Dividend Equivalents (“Unpaid RSU Dividend Equivalents”) will become vested to be outstanding and the extent that the Restricted Share Units related thereto shall have no rights to distributionsbecome vested in accordance with this Agreement. All of Additionally, the Class A preferred shares issued Grantee will not vest, pursuant to this Agreement Section 5, in Restricted Share Units as to which the Grantee would otherwise vest as of a given date if his or her Termination of Service or a breach of any applicable restrictions, terms or conditions with respect to such Restricted Share Units has occurred at any time after the Grant Date and prior to the Effective first Vesting Date shall be fully vested upon issuance and shall not be subject to (the vesting provisions set forth in this or forfeiture of such Restricted Share Units to be governed instead by Section 6). The holders If the Grantee is suspended (with or without compensation) or is otherwise not in good standing with the Company or any Subsidiary as determined by the Company’s Chief Legal Officer due to an alleged violation of the Company’s Class A shares may remove and replace Code of Conduct, applicable law or other misconduct (a “Suspension Event”), the Administrator with another person or entity Company has the right to suspend the vesting of the Restricted Share Units until the day after the Company (as determined by the affirmative vote Chief Legal Officer or his/her designee) has determined (x) the suspension is lifted or (y) the Company determines lack 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 good standing has been appointed cured (each, the “Removal Effective Recovery Date”). If the Suspension Event has occurred and prior to the Recovery Date, the Grantee dies, becomes Disabled or is terminated without Cause, then the provisions of this Section 5 and Section 6 continue to apply notwithstanding the Suspension Event. If the Grantee resigns (including due to Retirement) or is terminated for Cause prior to the Recovery Date then the unvested Restricted Share Units will be terminated without any further vesting after the date of the Suspension Event, unless otherwise agreed by the Company.

Vesting. Any Class A preferred shares issuable hereunder Except as specified in this Section 4, the Shares shall be subject to cliff vesting on December 31, 2025 (Forfeiture Restrictions. The Forfeiture Restrictions shall lapse as to the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened Shares that are granted hereby in accordance with this Section 6, provided, the following schedule provided that any applicable Vesting Date shall be accelerated upon an Approved Sale the Shares have not been forfeited to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time Company prior to such date: Number of Restricted Shares as to Which Forfeiture Lapse Date Restrictions Lapse Notwithstanding the 12-month anniversary of foregoing, if (i) the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one Holder’s employment or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection affiliation relationship with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement Affiliates is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale anniversary of the Artworkdate hereof due to the death or Disability of the Holder, then all Forfeiture Restrictions with respect to all Shares subject to Forfeiture Restrictions shall lapse on the date of termination of the Holder’s employment or affiliation relationship with the Company and its Affiliates due to death or Disability, or (ii) there is a Corporate Change, then all Forfeiture Restrictions shall immediately lapse with respect to all Shares subject to Forfeiture Restrictions. The Administrator may alsoIf the Holder’s employment or affiliation relationship with the Company and its Affiliates terminates prior to the anniversary of the date hereof for any reason other than the Holder’s death or Disability, any Forfeiture Restrictions that have not previously lapsed pursuant to the provisions of this Section 4 shall not lapse, and any Restricted Shares with respect to which the Forfeiture Restrictions have not lapsed shall be forfeited to the Company. Upon the lapse of the Forfeiture Restrictions and the satisfaction by the Holder of any liability arising under Section 6 of this Agreement, the Company shall deliver or cause to be delivered to the Holder the Shares with respect to which Forfeiture Restrictions have lapsed, and such Shares shall be transferable by the Holder (except to the extent that any proposed transfer would, in its sole discretionthe opinion of counsel to the Company, reduce unearned management fees or voluntarily forfeit constitute a violation of applicable securities laws). In the event any unvested management fees, in whole or in part. Any Class A preferred shares that Restricted Shares are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued Company pursuant to this Agreement prior Agreement, the forfeiture will be accomplished by the transfer of such Restricted Shares to the Effective Date shall be fully vested upon issuance and shall not be subject Company or an Affiliate of the Company pursuant to the vesting provisions set forth in this Section 6. The holders of Share Transfer Form and the Company’s Class A shares may remove and replace the Administrator with another person or entity payment by the affirmative vote Company or such Affiliate to the Holder 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”)US $1.00 in consideration thereof.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of Forfeiture On the applicable Vesting Date, your right to issuance of the Parties can mutually agree in writing to extend Shares underlying any PSUs that are Vested PSUs as of the Vesting Date shall become vested and nonforfeitable. To the extent that any PSUs subject to vesting with respect to a Performance Period do not become vested based on achievement of the Performance Goal (or lack of such achievement) for one or more additional five-year periodsthe applicable Performance Period, or agree at you shall forfeit your right to such PSUs. Should your employment with the Company and its Subsidiaries terminate for any time reason prior to accelerate the Vesting Date, all PSUs will be forfeited and you will have no right to the issuance of any Shares hereunder. Notwithstanding the foregoing: If such termination occurs prior to the First Vesting Date and is other than (i) by you voluntarily without Good Reason or (ii) by the Company for Cause, then, the date of such termination will be treated as if it were the First Vesting Date and the Second Vesting Date, and for each of the First Performance Period and the Second Performance Period, the number of PSUs that become Vested PSUs shall be equal to an earlier the number of PSUs that would have become Vested PSUs, determined based on achievement of the Performance Goal assuming each Performance Period ended on the termination date, provided that multiplied by a fraction, the numerator of which is the number of days you were employed during the Second Performance Period and the denominator of which is 1,096; Your rights to any agreement to accelerate PSUs which do not vest in accordance with the preceding sentence will be forfeited. If such termination occurs following the First Vesting Date and prior to an earlier date (the Second Vesting Date and is other than in connection with a sale (i) by you voluntarily without Good Reason or (ii) by the Company for Cause, the date of such termination will be treated as if it were the Second Vesting Date, and the number of PSUs that become Vested PSUs shall be equal to the number of PSUs that would have become Vested PSUs, determined based on achievement of the Artwork) shall be ineffective unless Performance Goal assuming the Second Performance Period ended on the termination date, multiplied by a fraction, the numerator of which is the number of days you were employed during the Second Performance Period and until the Company obtains denominator of which is 1,096. For the consent avoidance of holders of a majority of doubt, to the Class A shares eligible extent that PSUs subject to vote on such matter. Any Class A shares beneficially owned by vesting with respect to the Administrator and its affiliates First Performance Period did not vest in the First Performance Period, you shall not be eligible entitled to vote on payment in respect of such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to PSUs, and the applicable Vesting Date or if the Special Committee does not approve a sale number of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued PSUs payable pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and paragraph shall not include payment in respect of such PSUs. Your rights to any PSUs which do not vest in accordance with the preceding sentences will be subject to the vesting provisions set forth in this Section 6forfeited. The holders Issuance of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote Shares underlying Vested PSUs shall occur within 70 days following your termination of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)employment.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred The shares issuable hereunder shall be subject to cliff vesting of Time-Vested Deferred Stock will vest at the rate of 20% per year on December 31each of the first five anniversaries of the Date of Grant; provided, 2025 (the “Initial Vesting Date”)however, and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the threethat no Time-year anniversary of such Initial Vesting Date and all of such Class A preferred shares Vested Deferred Stock will vest on a scheduled vesting date unless (i) the Recipient is employed by the Company on such three-year anniversary date and (ii) the Fair Market Value of one share of CDI Stock on such vesting date equals or exceeds the Fair Market Value of one share of CDI Stock on the Date of Grant. In the event that clause (ii) of the Initial Vesting immediately preceding sentence is not satisfied with respect to any shares of Time-Vested Deferred Stock, such shares shall vest on the immediately following scheduled vesting date if (i) the Recipient is employed by the Company on such date and (ii) the Fair Market Value of one share of CDI Stock on such date equals or exceeds the Fair Market Value of one share of CDI Stock on the Date and of Grant; provided, however, that if the requirement in clause (ii) is not satisfied, such process shares of Time-Vested Deferred Stock shall be forfeited. For all shares of Time-Vested Deferred Stock in which the Recipient becomes vested, a stock certificate representing an equal number of shares of CDI Stock will be repeated in successive three-year periods (each delivered to the Recipient within 30 days after such vesting dateshares vest, together with or if the Initial Vesting DateRecipient chooses, a “Vesting Date”). Any vesting period the shares of CDI Stock may be extended for a five-year period or shortened issued in book entry form. The number of shares of CDI Stock payable to the Recipient shall be decreased in accordance with this Section 6, provided, that 5 below regarding tax withholding. If the Recipient’s employment with the Company terminates for any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time reason prior to the 12vesting of shares of Time-month anniversary Vested Deferred Stock, none of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) unvested shares shall be ineffective unless ever vest and until the Company obtains the consent of holders of a majority of the Class A such shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale as of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares date that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of Recipient’s employment with the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)Company terminates.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the ArtworkDate. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

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

Vesting. Any Class A preferred shares issuable hereunder Subject to the Participant's not having a Termination of Relationship prior to the applicable vesting date, the Deferred Units shall be subject vest and become nonforfeitable (any Deferred Units that shall have become non-forfeitable pursuant to cliff vesting this Section 4, the “Vested Units”) on December 31the earliest to occur of (i) the ( ) year anniversary of the date that upon or following a Realization Event, 2025 Common Unit Value is equal to or exceeds $ (the “Initial Vesting Target”) (such date, the “ Year Trigger Date”) and (ii) the ( ) month anniversary of the date upon which or following a Complete Change in Control in which the Target is met (such date, the “ Month Trigger Date”), and in each case subject to the Participant's continuous employment with or service to the Company or a Subsidiary from the Year Trigger Date or the Month Trigger Date, as applicable, through the applicable anniversary date; provided, however, that in the event vesting occurs on that the Initial Vesting Participant has a Termination of Relationship during the period of time following the Year Trigger Date or the Month Trigger Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from as applicable, and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date anniversary date upon which the Deferred Units vest, as a result of his or if her death, Disability, termination of employment or services by the Special Committee does not approve Company or a sale Subsidiary without Cause or resignation from employment or services with Good Reason, 100% of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited Deferred Units shall no longer be deemed to be outstanding and shall have no rights to distributionsvest on the date of such Termination of Relationship. All of decisions by the Class A preferred shares issued Committee with respect to any calculations pursuant to this Agreement prior to Section 4 (absent manifest error), including the Effective Committee's determination of whether and the date on which a Realization Event, Complete Change in Control, Year Trigger Date, Month Trigger Date occurs and whether the Target has been met or exceeded the applicable target set forth above, shall be fully vested upon issuance final and shall not be subject binding on the Participant. The vesting schedule requires continued employment or service through the applicable vesting date as a condition to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove Deferred Units and replace the Administrator with another person rights and benefits under this Agreement. Employment or entity by the affirmative vote of two-thirds (2/3) service for only a portion of the Class A shares eligible vesting period, even if a substantial portion, will not entitle the Participant to vote, such removal to take effect on any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 7 below or under the date any such successor administrator has been appointed (the “Removal Effective Date”)Plan. Section 5.

Vesting. Any Class A preferred During such period as Xxxxxxx remains employed by Maxim, his Maxim stock options and shares issuable hereunder of restricted Maxim stock shall remain outstanding and shall vest at a rate equal to a percentage of their former vesting rate, which percentage shall be subject to cliff vesting on December 31, 2025 (determined by dividing by 65 the “Initial Vesting Date”), and number of days worked by Xxxxxxx in the event vesting occurs on relevant quarter. With respect to the Initial Vesting Datestock options and restricted stock that did not vest but would have vested had Xxxxxxx remained employed full-time, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from they will not be cancelled, but will remain outstanding (respectively, “remaining non-qualified stock options” and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Dateremaining restricted stock units”). Any The vesting period may schedule for the remaining non-qualified stock options will be extended for a fiverevised so that each will be scheduled to vest in the equivalent fiscal quarter of the first fiscal year in which Xxxxxxx has no non-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale qualified stock options scheduled to vest and will vest according to the date any such Approved Sale percentage calculation set forth above (i.e., if fiscal year 2011 is consummatedthe first fiscal year in which Xxxxxxx has no options scheduled to vest, except non-qualified stock options remaining after a vesting calculation performed in Q3 ‘07 will be rescheduled to vest in Q3 ‘11; options remaining after a vesting calculation performed in Q4 ‘07 will be rescheduled to vest in Q4 ‘11, and so forth). Similarly, the vesting schedule for the remaining restricted stock units will be revised so that each will be scheduled to vest in the case that such sale is not approved by equivalent fiscal quarter of the Special Committeefirst fiscal year in which Xxxxxxx has no restricted stock units scheduled to vest and will vest according to the percentage calculation set forth above. At any time Each year, prior to the 12-month anniversary of the applicable Vesting Datethis MOU, the Parties can mutually agree in writing Maxim’s Board of Directors will meet to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior evaluate Xxxxxxx’x relative contribution to the applicable Vesting Date success of Maxim during the preceding year and will grant to Xxxxxxx such new options as it deems appropriate. Should Maxim terminate Xxxxxxx’x part-time employment without “cause” (as defined above) or if the Special Committee does not approve a sale should Xxxxxxx resign for “good reason” (as defined above), all of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited Xxxxxxx’x then-outstanding stock options and restricted stock units shall no longer be deemed to be outstanding immediately and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)vest.

Vesting. Any Class A preferred shares issuable hereunder shall The Grant Date Performance Shares will be subject eligible to cliff vesting vest based on December 31, 2025 (your continued employment and the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary achievement of the Initial Vesting performance conditions described in Exhibit B. Subject to your continued employment at each of the first, second and third anniversaries of the Closing Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Dateeach, a “Vesting Date”). Any vesting period may be extended for , you will vest in a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale number of shares of Parent Common Stock equal to the sum of (i) the quotient of (X) one-third of the CIC Dollar Value divided by (Y) the fair market value of a share of Parent Common Stock determined pursuant to the terms of the Parent Plan on such Vesting Date; plus (ii) such additional shares attributable to dividend equivalent units paid on such number of shares of Parent Common Stock from the date any such Approved Sale is consummatedof grant (the “Floor”). Notwithstanding the foregoing, except in the case that such sale is not approved event of your death, disability or termination of employment by the Special Committee. At any time Parent or Company without Cause or by you for Good Reason prior to the 12-month anniversary of the applicable last Vesting Date, you will vest in an additional number of shares of Parent Common Stock equal to the Parties can mutually agree sum of (A) (i) the product of (X) one-third of the CIC Dollar Value multiplied by (Y) the number of remaining Vesting Dates in writing the Performance Period, divided by (ii) the fair market value of Parent Common Stock, determined pursuant to extend the terms of the Parent Plan, on your date of death, disability or termination; plus (B) such additional shares attributable to dividend equivalent units paid on such number of shares of Parent Common Stock from the date of grant (such resulting shares, the “Accelerated Shares”). The Accelerated Shares will be issued promptly following the date of your death, disability or termination. If on any Vesting Date or the date on which the Accelerated Shares become vested, the number of shares of Parent Common Stock remaining subject to the Performance Share Award are insufficient to equal the number of shares required for one the Floor or more the number of Accelerated Shares under the calculations described above, as applicable, Parent will either grant you additional five-year periodsshares of Parent Common Stock or cash equal to the difference. For the avoidance of doubt, if your employment is terminated by Parent for Cause or agree at any time to accelerate the Vesting Date to an earlier dateby you without Good Reason, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall you will not be eligible to vote receive the Accelerated Shares. In addition, subject to your continued employment on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale third anniversary of the Artwork. The Administrator may alsoClosing Date, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer the event of your death, disability or termination without Cause or for Good Reason, you will be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect vest in an additional number of “Achievement Shares” based on the date any such successor administrator has been appointed achievement of certain performance conditions (the “Removal Effective DatePerformance Conditions”) over a three year performance period commencing on January 1, 2017 and ending on December 31, 2019 (the “Performance Period”), as described in Exhibit B, plus such additional shares attributable to dividend equivalent units paid on such Achievement Shares from the date of grant. Achievement of the Performance Conditions over the Performance Period will be determined on or before March 1, 2020. In addition, after your death, disability or termination by the Parent or the Company without Cause or by you for Good Reason, you will remain eligible to vest in and be issued the Achievement Shares. For the avoidance of doubt, if your employment is terminated by Parent for Cause or by you without Good Reason, you will not be eligible to receive the Achievement Shares.

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the final closing of the Offering (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6Agreement, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale (as defined below) to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with . An “Approved Sale” shall mean a sale of the ArtworkPainting that is approved in writing in advance by a Special Committee (as defined below), provided that such approval contains an affirmative representation by such Special Committee that such approval (i) shall is given freely without influence or direction by or from the Company, the Administrator or any of their respective affiliates (ii) that the members of such Special Committee have no direct or indirect financial interest in such sale transaction (other than an indirect financial interest due solely to ownership of securities in an affiliate of the Administrator representing less than 1% of the outstanding equity securities in such affiliate) and (iii) confirms that the Special Committee has determined that such sale is in the best interests of the shareholders unaffiliated with Masterworks. Other than upon the consummation of an Approved Sale, the Vesting Date for any unvested Class A shares may only be ineffective unless and until accelerated if the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and or any of its affiliates shall not be eligible to vote on such matter. The unvested term “Special Committee” shall mean a committee of the Board of Managers of the Company comprised of two members that each meet the standards of an “independent director” set forth in NASDAQ Marketplace Rule 4200(a)(15) (on any successor rule) with respect the Company, the Administrator and their respective affiliates, The Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of distributions from the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6Company. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

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

Vesting. Any Class Subject to Sections 4 and 6 below, and pursuant to the terms of this Agreement and the Plan (and as summarized on Exhibit A preferred shares issuable hereunder attached hereto), up to one-third (1/3rd) of the Restricted Stock Units subject hereto shall be eligible to vest and no longer be subject to cliff vesting Restrictions on December 31each Vesting Date to the extent that the Company’s Return on Invested Assets goals and Absolute Total Shareholder Return goals set forth on Exhibit A attached hereto are satisfied for the applicable Performance Year (each such term as defined below or on Exhibit A), 2025 (subject to the “Initial Awardee being an employee of the Company or an Affiliate thereof through the applicable Vesting Date”), and . As soon as reasonably practicable following the end of each Performance Year (but in no event earlier than the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year first anniversary of the Initial Vesting Effective Date and such process will be repeated in successive three-year periods (with respect to the first Performance Year) or later than sixty (60) days after the end of the Performance Year), the Committee shall determine (each such vesting date, together with date of determination by the Initial Vesting DateCommittee, a “Vesting Date”) the Company’s Return on Invested Assets for the applicable Performance Year, the Vesting Percentage with respect to such Performance Year, the Absolute Total Shareholder Return for such Performance Year and the number of Restricted Stock Units subject hereto that have become vested and no longer subject to Restrictions as of the Vesting Date (which shall be determined by multiplying one-third (1/3rd) of the total Restricted Stock Units subject hereto by the applicable Vesting Percentage, with any fractional Restricted Stock Unit rounded as determined by the Company). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, To the extent that any applicable Restricted Stock Units subject to vesting on a particular Vesting Date have not become vested and no longer subject to Restrictions as of such Vesting Date for any reason, such Restricted Stock Units shall immediately be accelerated upon an Approved Sale forfeited as of such date without consideration therefor, and the Awardee shall have no further right or interest in or with respect to such Restricted Stock Units. Notwithstanding the date any such Approved Sale is consummatedforegoing, except in the case event that such sale is not approved by the Special Committee. At any time a Change of Control occurs prior to the 12-month anniversary end of any Performance Year and the applicable Vesting Date, the Parties can mutually agree Awardee remains in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection continued employment with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated an Affiliate thereof until at least immediately prior to the applicable Vesting Date or if the Special Committee does not approve Change of Control, a sale number of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior Restricted Stock Units equal to the Effective Date shall be fully vested upon issuance and shall not be subject to product of (x) the vesting provisions set forth in this Section 6. The holders number of then-outstanding Restricted Stock Units multiplied by (y) the Vesting Percentage calculated assuming that the Company’s Class A shares may remove and replace the Administrator Return on Invested Assets for each remaining applicable Performance Year is attained at Target Level (as set forth on Exhibit A) (with another person or entity any fractional Restricted Stock Unit rounded as determined by the affirmative vote of two-thirds (2/3Company) shall automatically become fully vested and no longer subject to Restrictions as of the Class A shares eligible to votedate of such Change of Control. For purposes of this Agreement, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).following terms shall have their respective meanings set forth below:

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

Vesting. Any Class A preferred shares issuable hereunder shall be subject to cliff vesting on December 31, 2025 (the “Initial The Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a Schedule for any Options awarded is set forth above under “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to Schedule.” The Options will only vest if the date any such Approved Sale Grantee is consummated, except in the case that such sale is not approved continuously employed by the Special Committee. At Company or any time prior to of its Affiliates from the 12-month anniversary of Grant Date through the applicable Vesting Date, and except as otherwise provided by this Award Agreement or determined by the Parties can mutually agree in writing to extend Committee, any unvested Options will be forfeited upon any termination of employment. Upon termination of employment, vested Options shall remain exercisable until they expire as set forth below under “Expiration Date.” If the Company terminates the Grantee’s employment without Cause or the Grantee terminates his or her employment for Good Reason, on or after <Date>, the unvested Options which would otherwise vest on the Vesting Date for one or more additional five-year periodsimmediately following the date of the termination of the Grantee’s employment, or agree at will vest as of the date of termination of employment and any time to accelerate unvested Options which would otherwise vest on a Vesting Date after the Vesting Date to an earlier date, provided that any agreement to accelerate immediately following the Vesting Date to an earlier date (other than in connection with a sale termination of the Artwork) shall Grantee’s employment will be ineffective unless and until forfeited upon the termination of employment (“Accelerated Vesting”). If the Company obtains terminates the consent of holders of a majority of Grantee’s employment for Cause or the Class A shares eligible to vote Grantee terminates his or her employment without Good Reason, on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The or after <Date>, any unvested Class A preferred shares issued or issuable hereunder shall Options will be forfeited if this Agreement is terminated upon the termination of employment. If the Grantee’s employment terminates as a result of his or her Disability or death, on or after <Date>, the Company will provide Accelerated Vesting treatment to the unvested Options. Exercise: No Option will be exercisable prior to the applicable Vesting Date date on which it vests. Upon Vesting, the Options will allow the purchase of Shares at the Option Price noted above. Each Option provides for the ability to purchase a single Share. Subject to the “Withholding” provision below, the Options shall be exercised by written notice or if by any other method permitted by the Special Committee does not approve a sale stating the number of Options to be exercised, with payment of the Artworkaggregate Option Price for the number of Options exercised. The Administrator may also, aggregate Option Price for the Shares as to which an Option is exercised shall be paid to the Company in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All full at the time of exercise at the election of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).Participant:

Vesting. Any All of the Class A preferred shares issuable hereunder after the Effective Date, but prior to the three-year anniversary of the Effective Date shall be subject to cliff vesting on December 31, 2025 the three-year anniversary of the Effective Date (the “Initial Vesting Date”), ) and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period (and the applicable Vesting Date) may be extended for a five-year period or shortened (and the applicable Vesting Date accelerated) in accordance with this Section 6, provided, that any applicable the Vesting Date shall be automatically accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month months anniversary of the applicable Vesting Date, Date the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the ArtworkPainting) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in partDate. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. , The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

Vesting. Any Class A preferred shares issuable hereunder shall be subject (i) Subject to cliff vesting on December 31, 2025 (the “Initial Vesting Date”paragraph 2(c), each Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares shall become vested in accordance with the event vesting occurs on following schedule, if, but only if, as of each such date such Executive is and has continued since the Initial Effective Date to be employed by or to serve as an officer or director for the Company and its Subsidiaries: Class of Convertible Shares Date of Vesting DateClass A1 Convertible Shares First Anniversary of Effective Time Class A2 Convertible Shares Second Anniversary of Effective Time Class A3 Convertible Shares Third Anniversary of Effective Time None of an Executive’s Class A1 Convertible Shares, a new cliff vesting period Class A2 Convertible Shares or Class A3 Convertible Shares shall apply become vested if such Executive ceases to all Class A shares issuable be employed by, or to Masterworks from and after such Initial Vesting Date until serve as an officer or director for, the three-year Company or its Subsidiaries prior to the first anniversary of the Effective Time. None of an Executive’s Class A2 Convertible Shares or Class A3 Convertible Shares shall become vested if such Initial Vesting Date Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to the second anniversary of the Effective Time. None of an Executive’s Class A3 Convertible Shares shall become vested if such Executive ceases to be employed by, or to serve as an officer or director for, the Company or its Subsidiaries prior to the third anniversary of the Effective Time. Notwithstanding the foregoing, (i) upon the retirement at (with the consent of the Company) or after the Effective Time, from the Company and its Subsidiaries of an Executive who has achieved age 65 at or after the Effective Time, all of an Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares which have not previously vested shall vest upon such retirement and convert into an equal number of Class D Convertible Shares and (ii) upon the occurrence of a Sale of the Company after the Effective Time, all of an Executive’s Class A1 Convertible Shares, Class A2 Convertible Shares and Class A3 Convertible Shares which have not previously vested shall become vested and shall convert to an equal number of Class D Convertible Shares upon the occurrence of such event; provided that no Class A1 Convertible Shares, Class A2 Convertible Shares and/or Class A3 Convertible Shares shall vest for any Executive (or Executive’s transferees) upon the occurrence of a Sale of the Company after the Effective Time if the Executive holding such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period Convertible Shares or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of from whom the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by Convertible Shares were transferred is no longer employed by, or no longer serves as an officer or director for, the Administrator Company and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale Subsidiaries as of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding and shall have no rights to distributions. All date of the Class A preferred shares issued pursuant to this Agreement prior to occurrence of the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders Sale of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”).

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

Vesting. Any Class A preferred Optionee may not purchase any shares issuable hereunder by exercise of this Option between the date of this Agreement and the first anniversary date of this Agreement. On and for a period of five years after the following anniversary dates of this Agreement, this Option may be exercised up to the indicated percentage of shares covered by this Option (the shares as to which the Option vests herein sometime called "VESTED OPTION SHARES"), subject to Section 5 below: Cumulative Percentage of Percentage of Originally Originally Covered Shares Covered Shares as to Which Anniversary as to Which Option is Date Option Vests Exercisable ---- ------------ ----------- First 33 1/3% 33 1/3% Second 33 1/3% 66 2/3% Third 33 1/3% 100% Subject to earlier termination under Section 5, at any time after shares covered by this Agreement become Vested Option Shares, but no later than the fifth anniversary date of the date shares become Vested Option Shares (the "EXPIRATION DATE" with respect to such Shares), Optionee may purchase all or any part of the Vested Option Shares which Optionee theretofore failed to purchase. In each case the number of shares which may be purchased shall be subject calculated to cliff vesting on December 31the nearest full share. Unless Optionee indicates otherwise in writing when it exercises this Option, 2025 (Optionee shall be deemed to exercise Vested Option Shares in the “Initial Vesting Date”)order in which they vested. Notwithstanding the foregoing provisions or the provisions of Section 5 of this Agreement to the contrary, upon the occurrence of a Change of Control all shares of Common Stock covered hereby which have not yet become Vested Option Shares shall thereupon become Vested Option Shares, and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary occurrence of such Initial Vesting Date and all Change of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting Date”). Any vesting period may be extended for a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time prior to the 12-month anniversary of the applicable Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless Control and until the Company obtains Expiration Date for each Vested Option Share, the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder Optionee shall be forfeited if entitled to exercise his rights under this Agreement is terminated prior with respect to such Vested Option Share. For the applicable Vesting Date or if the Special Committee does not approve purposes of this Agreement, a sale of the Artwork. The Administrator may also, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited "CHANGE OF CONTROL" shall no longer be deemed to be outstanding and shall have no rights to distributions. All occurred if a Change of Control has occurred for the Class purposes of Exhibit A preferred shares issued pursuant to this Agreement prior to the Effective Date shall be fully vested upon issuance and shall not be subject to the vesting provisions set forth in this Section 6. The holders of the Company’s Class A shares may remove and replace the Administrator with another person or entity by the affirmative vote of two-thirds (2/3) of the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)hereto.

Vesting. Any Class A preferred shares issuable hereunder shall Notwithstanding anything to the contrary in the Plan or the Agreement, the Performance RSUs will not vest and no Shares will be subject issued to cliff the Participant unless and until all necessary exchange control or other approvals with respect to the Performance RSUs under the Plan have been obtained from the SAFE or its local counterpart (“SAFE Approval”). In the event that SAFE Approval has not been obtained prior to any date(s) on which the RSUs are scheduled to vest in accordance with the vesting on December 31schedule set forth in the Agreement, 2025 the Performance RSUs will not vest until the seventh day of the month following the month in which SAFE Approval is obtained (the “Initial Vesting Date”), and in the event vesting occurs on the Initial Vesting Date, a new cliff vesting period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Actual Vesting Date”). Any vesting period may be extended for If the Participant’s status as a five-year period or shortened in accordance with this Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale to the date any such Approved Sale is consummated, except in the case that such sale is not approved by the Special Committee. At any time service provider terminates prior to the 12-month anniversary of the applicable Actual Vesting Date, the Parties can mutually agree in writing to extend the Vesting Date for one or more additional five-year periods, or agree at any time to accelerate the Vesting Date to an earlier date, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by the Administrator and its affiliates Participant shall not be eligible entitled to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder vest in any portion of the Performance RSUs and the Performance RSUs shall be forfeited if this Agreement is terminated prior without any liability to the applicable Vesting Date Company, the Employer or if the Special Committee does not approve a sale any subsidiary or affiliate of the ArtworkCompany. The Administrator may alsoAPPENDIX B TO 2020 EQUITY INCENTIVE PLAN PERFORMANCE RESTRICTED STOCK UNIT AGREEMENT Exchange Control Requirements. Due to exchange control laws in the PRC, Shares acquired through Performance RSU vestings must be maintained in its sole discretionthe Fidelity (or any successor broker designated by the Company) brokerage account until the Shares are sold. When the Shares are sold, reduce unearned management fees or voluntarily forfeit any unvested management fees, in whole or in part. Any Class A preferred shares that are forfeited shall no longer all proceeds must be deemed to be outstanding and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior repatriated to the Effective Date shall be fully vested upon issuance PRC and shall not be subject to held in a special exchange control account maintained by the vesting provisions set forth in this Section 6. The holders Company, the Employer or one of the Company’s Class A shares may remove and replace subsidiaries in the Administrator with another person or entity by PRC. To the affirmative vote of two-thirds (2/3) of extent that the Class A shares eligible to vote, such removal to take effect Participant holds any Shares on the date that is three (3) months (or such other period as may be required by the SAFE) after the date of the Participant’s termination of employment with the Company or the Employer, the Participant authorizes Fidelity (or any successor broker designated by the Company) to sell such successor administrator has been appointed (Shares on the “Removal Effective Date”)Participant’s behalf at that time or as soon as is administratively practical thereafter. The Participant understands and agrees that the Company's designated broker is under no obligation to arrange for the sale of the Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the Participant the cash proceeds from the sale, less any brokerage fees or commissions and subject to any obligation to satisfy Tax-Related Items. The Participant further is required to repatriate to the PRC any dividends or dividend equivalents paid to the Participant in relation to Performance RSUs through a special exchange control account established by the Company, the Employer, or one of the Company’s subsidiaries in the PRC. The Participant hereby agrees that any cash proceeds from the Participant’s participation in the Plan may be transferred to such special account prior to being delivered to the Participant. The Participant also understands and agrees that there will be a delay between the date the Shares are sold and the date the cash proceeds are distributed to the Participant. The Participant agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the cash proceeds are distributed to the Participant through the special account described above. The Participant further agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in the PRC.

Vesting. Any Class A preferred shares issuable hereunder shall Your Vested Percentage (defined below) will be subject to cliff vesting on December 31, 2025 calculated by the Company not later than [Date] of each year (the “Initial Vesting Calculation Date”), beginning [Date], for the 12-month period then ending, and in the event vesting occurs continuing thereafter on the Initial Vesting Date, a new cliff vesting same date for each subsequent 12-month period shall apply to all Class A shares issuable to Masterworks from and after such Initial Vesting Date until (the three-year anniversary of such Initial Vesting Date and all of such Class A preferred shares will vest on such three-year anniversary of the Initial Vesting Date and such process will be repeated in successive three-year periods (each such vesting date, together with the Initial Vesting Date, a “Vesting DateYear”). Any vesting period may be extended for For each Vesting Year you complete while you are associated with the Company, either as [Director,] an employee or as a fiveconsultant, your Stock Award will become vested and non-year period or shortened forfeitable in accordance with this the following schedule (“Vested Percentage”). Vesting Year End of Vesting Year Vested Percentage% 1 [Date] [___]% 3 [Date] [___]% 4 [Date] [___]% 5 [Date] [___]% You will not accrue any Vested Percentage for any Vesting Year unless you are [a Director of,] employed by or under contract with the Company as of the last day of the Vesting Year, unless you die or become disabled during the Vesting Year. [You will not accrue any Vested Percentage during any non-compete period, even if the Company is paying you, as provided in Section 6, provided, that any applicable Vesting Date shall be accelerated upon an Approved Sale 7.] Your Stock Award is subject to forfeiture to the date any such Approved Sale is consummated, except in the case that such sale extent it is not approved by the Special Committeevested. At any time prior to your Vested Percentage shall be the 12-month anniversary sum of the applicable Vested Percentages calculated for each of the Vesting DateYears elapsed while you are associated with the Company during the period this Grant is issued and outstanding. You will not be credited with fractional vesting years. Accrual of your Vested Percentage shall cease (except as otherwise provided hereby) upon separation from service with the Company, regardless of the cause. Nevertheless, the Parties can mutually agree Stock Award subject to this Grant will become fully vested and non-forfeitable upon your death or [permanent and total ]disability (as such term is defined in writing to extend the Vesting Date for one or more additional five-year periodsPlan), or agree at any such time to accelerate the Vesting Date to an earlier dateas your Vested Percentage equals 100%. Your Stock Award will also be fully vested and non-forfeitable if you retire, provided that any agreement to accelerate the Vesting Date to an earlier date (other than in connection with a sale of the Artwork) shall be ineffective unless and until the Company obtains the consent of holders of a majority of the Class A shares eligible to vote on such matter. Any Class A shares beneficially owned by Committee, which consent the Administrator and its affiliates shall not be eligible to vote on such matter. The unvested Class A preferred shares issued or issuable hereunder shall be forfeited if this Agreement is terminated prior to the applicable Vesting Date or if the Special Committee does not approve a sale of the Artwork. The Administrator may alsoCommittee, in its sole discretion, reduce unearned management fees or voluntarily forfeit any unvested management feesmay withhold. The Committee, in whole or in partits sole discretion, has the right to accelerate your Vested Percentage. Any Class A preferred shares that are forfeited shall no longer be deemed to be outstanding If you experience a separation of service from the Company for any reason, and shall have no rights to distributions. All of the Class A preferred shares issued pursuant to this Agreement prior to the Effective Date does not provide that you are 100% vested, that portion of your Stock Award that is not vested, and any related declared and accrued but undistributed Dividend Equivalent (as defined in Section 4, below), shall be fully vested upon issuance and shall not forfeited. If you are[ a Director or] an employee, you will be treated as having separated from service with the Company when your[ Directorship or] employment terminates[ (subject to the vesting provisions set forth in this Section 6. The holders disability, death and retirement exceptions noted above)], regardless of the reason for termination[, unless your association with the Company continues as a consultant to the Company’s Class A shares may remove ]; and replace if you are a consultant, you will be treated as having separated from service with the Administrator Company when you are terminated as a consultant, or when your consulting contract terminates without renewal, [unless your association with another person or entity by the affirmative vote of two-thirds (2/3) of Company continues as an employee][subject to the Class A shares eligible to vote, such removal to take effect on the date any such successor administrator has been appointed (the “Removal Effective Date”)same exceptions noted above for death and disability].