Masterworks 105, LLC Sample Contracts

FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 105, LLC
Limited Liability Company Operating Agreement • January 25th, 2022 • Masterworks 105, LLC • Retail-retail stores, nec • Delaware

This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 105, 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 SUBSCRIPTION AGREEMENT MASTERWORKS 105, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS
Form of Subscription Agreement • December 6th, 2021 • Masterworks 105, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 105, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • December 6th, 2021 • Masterworks 105, LLC • Retail-retail stores, nec • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 105, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by 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

FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021
Administrative Services Agreement • December 6th, 2021 • Masterworks 105, 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 105, 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 LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • December 6th, 2021 • Masterworks 105, LLC • Retail-retail stores, nec • New York

This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 105, LLC, a Delaware limited liability company with an address at 225 Liberty St., 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.Masterworks.io (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability compa