FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 014, LLC November [ ], 2022Limited Liability Company Operating Agreement • November 4th, 2022 • Masterworks 014, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 014, LLC, a Delaware limited liability company (the “Company”), is dated as of November , 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 • May 21st, 2020 • Masterworks 014, 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 014, 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 014, LLC • May 21st, 2020 • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 014, LLC (the “Client;” “Masterworks 014”) 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 MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • May 21st, 2020 • Masterworks 014, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of May [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 014, 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”.
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 ANDConsignment Agreement • May 19th, 2022 • Masterworks 014, LLC • Retail-retail stores, nec • New York
FORM OF ART PURCHASE AGREEMENTForm of Art Purchase Agreement • June 24th, 2020 • Masterworks 014, LLC • Retail-retail stores, nec • New York
THIS ART PURCHASE AGREEMENT (“Agreement”) is made and entered into this 24th day of June, 2020 (the “Effective Date”), by and between High Fashion Concepts, LLC, a New York limited liability company with an address at 390 Park Avenue, Ste 1610, New York, NY 10022-4608 (“Seller”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 497 Broome Street, New York, New York 10013 (“Agent”). Seller is the sole legal and beneficial owner (“Owner”) of the work of art described in the condition report on Exhibit A attached hereto and incorporated herein by this reference (the “Work”), and has the authority to sell the Work. Agent is acting as agent on behalf of Masterworks 014, LLC (“Buyer”), and has the authority to buy the Work on behalf of Buyer. Seller 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 in this Agreement. In consideration of the mutual promises con
