FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 145, LLCLimited Liability Company Operating Agreement • July 20th, 2022 • Masterworks 145, LLC • Retail-retail stores, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 145, 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 MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2022Management Services Agreement • July 20th, 2022 • Masterworks 145, LLC • Retail-retail stores, nec • New York
This Management 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 145, 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-MANAGERSLetter and Agreement • July 20th, 2022 • Masterworks 145, 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 145, 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.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability comp
