FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 011, LLCLimited Liability Company Operating Agreement • November 30th, 2022 • Masterworks 011, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 011, 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], 2020Administrative Services Agreement • April 17th, 2020 • Masterworks 011, LLC • 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 011, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
ENGAGEMENT LETTERMasterworks 011, LLC • April 17th, 2020 • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 011, LLC (the “Client;” “Masterworks 011”) 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”).
MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • April 17th, 2020 • Masterworks 011, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of April [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 011, LLC, a Delaware limited liability company (the “Company”), and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.
FORM OF ART PURCHASE AGREEMENTForm of Art Purchase Agreement • April 17th, 2020 • Masterworks 011, LLC • New York
THIS art purchase AGREEMENT (“Agreement”) is made and entered into this ___ day of April, 2020 (the “Effective Date”), by and between TTG NY, L.P. (d.b.a. Timothy Taylor Gallery), with an address at 515 West 19th Street, New York, New York 10011 (“Seller”), and Masterworks Gallery, LLC, with an address at 497 Broome Street, New York, New York 10013 (“Agent”). Seller is engaged in the business of the purchase and sale of works of art. Seller is acting as agent on behalf of the sole legal and beneficial owner (“Owner”) of the work of art described on Exhibit A attached hereto and incorporated herein by this reference (the “Work”), and has the authority to sell the Work on behalf of Owner. Agent is acting as agent on behalf of Masterworks 011, LLC (“Buyer”), and has the authority to buy the Work on behalf of Buyer. Seller, on behalf of Owner, has agreed to sell the Work to Buyer, and Agent, on behalf of Buyer, has agreed to buy the Work from Seller, on the terms and conditions set forth i
