FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 1, LLC NOTICE TO INVESTORSForm of Subscription Agreement • March 1st, 2023 • Masterworks Vault 1, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Series [*] (the “Series”), a series of Masterworks Vault 1, 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 (the “Offering”), it may not continue.
Form Of Amended And Restated Limited Liability Company Operating Agreement Of Masterworks Vault 1, LLCLimited Liability Company Operating Agreement • March 1st, 2023 • Masterworks Vault 1, LLC • Retail-retail stores, nec • Delaware
FORM OF FINANCING, LICENSE AND SOURCING AGREEMENTFinancing, License and Sourcing Agreement • March 1st, 2023 • Masterworks Vault 1, LLC • Retail-retail stores, nec • New York
This financing, license and sourcing agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent and its affiliates (excluding the Company), “Masterworks”) and MASTERWORKS VAULT 1, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a series of the Company or a segregated portfolio of Masterworks Cayman SPC that holds title to the artwork of a series, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to each offering for sale by a series of 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 (t
