FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 002, LLCLimited Liability Company Operating Agreement • September 28th, 2022 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 002, LLC, a Delaware limited liability company (the “Company”), is dated as of [___], 2022, and is entered into by Masterworks Gallery , LLC as its sole initial Member (the “Initial Member”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Administrative Services Agreement • October 8th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • New York
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 002, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman _____, a Cayman Islands segregated portfolio company and 100% of the shares of which relating to its portfolio holding the Painting, as such term is defined below are owned by the Issuer (“MW Cayman”) Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF ENGAGEMENT LETTERMasterworks 002, LLC • August 19th, 2019 • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) dated [Date], 2019, confirms the terms upon which Masterworks 002, LLC (the “Client;” “Masterworks 002”) engages SDDco Brokerage Advisors LLC (the “Financial Advisor;” “SDDco-BA”). SDDco-BA is engaged to act as the exclusive Underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Form of Administrative Services Agreement • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • New York
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 002, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman 002, LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of the Issuer (“MW Cayman”) Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 20__, by and among Masterworks 002, LLC, a Delaware limited liability company (the “Company”), Masterworks Cayman 002, LLC (“MW Cayman”) Masterworks Gallery, LLC, a Delaware limited liability company (“Gallery”) and 6461230, LLC, a Delaware limited liability company and wholly owned subsidiary of Gallery (“Merger Sub” and, together with the Company, MW Cayman and Gallery, the “Parties”).
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL ANDMasterworks 002, LLC • May 19th, 2022 • Retail-retail stores, nec • New York
Masterworks Gallery, LLC acting as agent for Masterworks Cayman SPC, on behalf of its 002 Segregated Portfolio, LLC 225 Liberty Street 29th Floor New York, NY 10281 United States (“you”, “your”, “Masterworks”) Account: [***] Seller’s Agreement 4th May 2022 [***] (“[***]”, “we”, “us”, “our”)
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Form of Administrative Services Agreement • May 16th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • New York
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) , Masterworks Collection 1, LP (“Masterworks Collection”), Masterworks Art Holdco 002, GP (“Art Holdco”) and Masterworks 002, LLC, a Delaware limited liability company (the “Issuer”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF AGREEMENT AND PLAN OF MERGERForm of Agreement and Plan of Merger • October 8th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 20__, by and among Masterworks 002, LLC, a Delaware limited liability company (the “Company”), Masterworks Gallery, LLC, a Delaware limited liability company (“Gallery”) and 6461230, LLC, a Delaware limited liability company and wholly owned subsidiary of Gallery (“Merger Sub” and, together with the Company and Gallery, the “Parties”).
