FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • January 30th, 2019 • Masterworks 001, LLC • Retail-retail stores, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 001, LLC, a Delaware limited liability company (the “Company”), is dated as of January [___], 2019, and is entered into by Masterworks Galley, LLC as its sole initial Member (the “Initial Member”).
FORM OF ENGAGEMENT LETTERMasterworks 001, LLC • January 30th, 2019 • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 001, LLC (the “Client”) and Masterworks Administrative Services, LLC (“Masterworks”) engages SDDCO Brokerage Advisors LLC (“SDDco-BA” or “Financial Advisor”). 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 is engaged to act as a Platform Provider – providing a platform on which securities of the Client’s company may be sold.
FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 001, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORSForm of Subscription Agreement • January 30th, 2019 • Masterworks 001, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 001, 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 ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Form of Administrative Services Agreement • January 30th, 2019 • Masterworks 001, 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 001, LLC, a Delaware limited liability company (the “Issuer”). The Administrator and the Issuer may be referred to herein individually as a “Party” and collectively as the “Parties.”
aRT purchase agreement By and between: MASTERWORKS GALLERY, LLC and MASTERWORKS 001, LLCArt Purchase Agreement • January 30th, 2019 • Masterworks 001, LLC • Retail-retail stores, nec • Delaware
This Art Purchase Agreement is entered into as of the date first set forth above (the “Effective Date”) by and between Masterworks Gallery, LLC, a Delaware limited liability company (“Seller”) and Masterworks 001, LLC, a Delaware limited liability company (“Buyer”). Each of Buyer and Seller may be referred to herein as a “Party” and collectively as the “Parties.”
