FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 032, LLCLimited Liability Company Operating Agreement • September 28th, 2022 • Masterworks 032, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 032, 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 • November 2nd, 2020 • Masterworks 032, 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 032, 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 (the “Portfolio”). 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 032, LLC • November 2nd, 2020 • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 032, LLC (the “Client;” “Masterworks 032”) engages Independent Brokerage Solutions LLC (the “Financial Advisor;” “IndeBrokers”). IndeBrokers 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 • November 2nd, 2020 • Masterworks 032, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 032, 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”.
ART PURCHASE AGREEMENTArt Purchase Agreement • December 8th, 2020 • Masterworks 032, LLC • Retail-retail stores, nec • New York
THIS PURCHASE AGREEMENT (“Agreement”) is made and entered into this ___ day of December, 2020 (the “Effective Date”), by and between Art 888 Limited, with an address at 2003, 20/F, Tower 5, China Hong Kong City, 33 Canton Road, TsimShaTsui, Kowloon, Hong Kong (“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 B 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 Cayman SPC, on behalf of its 032 Segregated Portfolio (“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 th
