1-a-a Sample Contracts

Masterworks 041, LLCFORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021 (March 4th, 2021)

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 041, 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.”

Masterworks 041, LLCFORM OF MASTERWORKS INTERCOMPANY AGREEMENT (March 4th, 2021)

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 041, 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”.

Masterworks 041, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 041, LLC (March 4th, 2021)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 041, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Piestro, Inc.SUBSCRIPTION AGREEMENT (March 3rd, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Piestro, Inc.POSTING AGREEMENT (March 3rd, 2021)

[________________][COMPANY], a [_______________][STATE] [______________][ENTITY] located at [_______________________________][ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [______________][SECURITIES], $XXX par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).

Piestro, Inc.FUTURE LABS VI , INC. STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT (March 3rd, 2021)

THIS STOCK OPTION AGREEMENT (this “Option Agreement”) dated ________________ by and between Future Labs VI, Inc., a Delaware corporation (the “Corporation”), and Massimo De Marco (the “Participant”) evidences the stock option (the “Option”) granted by the Corporation to the Participant as to the number of shares of the Corporation’s Common Stock, par value $0.0001 per share, first set forth below.

Piestro, Inc.Escrow Services Agreement (March 3rd, 2021)

This Escrow Services Agreement (this “Agreement”) is made and entered into as of by and between Prime Trust, LLC (“Prime Trust” or “Escrow Agent”), _______________________(the “Issuer”) and StartEngine Primary LLC (the “Broker”).

Revival AI Inc.PUBLISHING AGREEMENT (March 3rd, 2021)

THIS AGREEMENT (hereinafter, the “Agreement”) is made this, January 13, 2020, between Iglesia Bautista Biblica de la Gracia (hereinafter, the “Publisher”) and Revival AI, LLC, a Colorado limited liability company (hereinafter, “Revival AI”), with offices at 11605 Meridian Market View, U124/#254, Falcon, CO 80831. Publisher and Revival AI may hereinafter be referred to jointly as the “Parties” or individually as a “Party”.

Revival AI Inc.PUBLISHING AGREEMENT (March 3rd, 2021)

THIS AGREEMENT (hereinafter, the “Agreement”) is made this 18th day of October 2019, between DeDonato Enterprises LLC (hereinafter, the “Publisher”) and Revival AI, LLC, a Colorado limited liability company (hereinafter, “Revival AI”), with offices at 11605 Meridian Market View, U124/#254, Falcon, CO 80831. Publisher and Revival AI may hereinafter be referred to jointly as the “Parties” or individually as a “Party”.

Revival AI Inc.SERVICES AND MEMBERSHIP PURCHASE AGREEMENT: REVIVAL AI LLC (March 3rd, 2021)

This Services and Membership Purchase Agreement (the “Agreement”) is made effective as of the 28th day of October 2019 (the “Effective Date”) by and between William J. Robinson III and Kristin Robinson (each a “Seller” and collectively, the “Sellers”), whose address is 13593 Park Meadows Dr., Peyton, CO 80831-4144; Revival AI LLC (the “Company”), whose address is 11605 Meridian Market View U124#254, Falcon, CO 80831; and Model Rocket LLC, a Nevada limited liability company (the “Buyer”), whose mailing address is 63 Keystone Ave., #103, Reno, NV 89503. The Sellers, the Company, and the Buyer may hereinafter be referred to individually as a “Party” or collectively as the “Parties”.

Piestro, Inc.MASTER SERVICES AGREEMENT (March 3rd, 2021)

This Services Agreement (the “Agreement”) sets forth terms under which Future Labs VII, Inc. (aka Wavemaker Labs) (“Company”) shall provide services to Future Labs VI, Inc. (aka PizzaCo) (the “Client”). This Agreement is entered into as of the signature date below (“Effective Date”). Company and Client are referred to herein, individually, as a “Party” and, collectively, as the “Parties”.

Piestro, Inc.DATED THE 27th DAY OF JUNE 2018 BETWEEN FUTURE LABS VI, INC (“LENDER”) AND WAVEMAKER PARTNERS V LP (“BORROWER”) LOAN AGREEMENT (March 3rd, 2021)
Enosi Life Sciences Corp.SUBSCRIPTION AGREEMENT (March 2nd, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Enosi Life Sciences Corp.Broker-Dealer Agreement (March 2nd, 2021)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Enosi Life Sciences, Corp. (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 16, 2020 (the “Effective Date”):

Uncommon Giving CorpUNCOMMON GIVING CORPORATION OFFERING OF COMMON STOCK SUBSCRIPTION AGREEMENT (March 2nd, 2021)

Reference is made to the March 2, 2021 Form 1-A Offering Statement (the “Offering Statement”) of Uncommon Giving Corporation, a Delaware corporation (the “Company”), with respect to the offering of Shares (as defined below) in the Company (the “Offering”). By signing and submitting this subscription agreement (the “Subscription Agreement”), you represent and agree, and intend that the Company rely on your representations and agreements, as follows:

Professional Idiots IncSTOCK SUBSCRIPTION AGREEMENT PROFESSIONAL IDIOTS, INC., A Delaware Corporation (February 22nd, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Masterworks 038, LLCFORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021 (February 19th, 2021)

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 038, 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.”

Grit BXNG at Home, Inc.AMENDED AND RESTATED OFFERING LISTING AGREEMENT (February 19th, 2021)

This Amended & Restated Offering Listing Agreement (this “Agreement”) is effective as of November 3, 2020, (the “Effective Date”) by and among GRIT BXNG AT HOME, INC., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company corporation. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.

Graystone Company, Inc.VOTER AGREEMENT BY AND BETWEEN ANASTASIA SHISHOVA AND PAUL HOWARTH DATE JANUARY 15, 2021 (February 19th, 2021)
Masterworks 038, LLCFORM OF MASTERWORKS INTERCOMPANY AGREEMENT (February 19th, 2021)

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 038, 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”.

Graystone Company, Inc.FORM OF SUBSCRIPTION AGREEMENT THE GRAYSTONE COMPANY, INC. A COLORADO CORPORATION NOTICE TO INVESTORS (February 19th, 2021)

Investing in the Class A Common Stock Shares (the “Shares”) of THE GRAYSTONE COMPANY, INC. (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. The Company’s Class A Common Stock is quoted on the OTC Pink No Information Tier of OTC Markets under the symbol, “GYST,” however, trading on the OTC Markets is sporadic and if the Company is unable to comply with the applicable OTC Markets requirements, trading of the Shares may not be possible.

Masterworks 038, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 038, LLC (February 19th, 2021)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 038, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Robot Cache US Inc.FORM OF SUBSCRIPTION AGREEMENT (February 18th, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THEIR INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THE OFFERING (AS DEFINED BELOW).

CNote Group, Inc.SUBSCRIPTION AGREEMENT (February 18th, 2021)

The undersigned investor (“Investor”) hereby tenders this Subscription Agreement (the “Agreement”) in connection with such Investor’s purchase, in accordance with the terms hereof, of a promissory note or notes in substantially the form attached hereto as Exhibit A (the “Notes”) from CNote Group, Inc., a Delaware corporation (the “Company”). Investor understands that the Company is offering (the “Offering”) for sale up to $50,000,000 in aggregate principal amount of Notes and that the Offering is being made under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”) with a Securities and Exchange Commission File Number 024-10686, and related Offering Circular, dated as of August 29, 2017 (the “Offering Circular”).

Robot Cache US Inc.WORK FOR HIRE AGREEMENT (February 18th, 2021)

This Work for Hire Agreement (“WFH Agreement”) dated and effective as of February 15th, 2018 (the “Effective Date”), is entered into by and between ROBOT CACHE, a Spanish company with a principal place of business at El Pilar No. 5, EdificioPeceno Local 9, 38002 Santa Cruz se Tenerife, Spain (“Company”), and Digital Dragon Games Inc., a corporation organized under the laws of Canada located at Suite 401-68 Water Street, Vancouver, BC V6B 1A4 (“Developer”), in connection with the development of the software distribution platform (the “Platform”) as more fully described in Exhibit A. Each of Company and Developer may be referred to herein as a “Party” and collectively as the “Parties”.

Robot Cache US Inc.OFFERING LISTING AGREEMENT (February 18th, 2021)

This Offering Listing Agreement (this “Agreement”) is effective this February 1, 2021 (the “Effective Date”) by and among Robot Cache US, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company corporation. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.

Hoop Street Center I CorpMANAGEMENT SERVICES AGREEMENT (February 18th, 2021)

This Management Services Agreement (“Agreement”) is entered into this ___ day of ____, 2020 by and between Hoop Street Center I Corporation, an Arizona corporation with a principal place of business at 20715 S 184th Place, Queen Creek, AZ 85142 (“Hoop Street Center I”) and Hoop Street, LLC., an Arizona limited liability company with a principal place of business at 20715 S 184th Place, Queen Creek, AZ 85142 (“Manager”)

Hoop Street Center I CorpSUBSCRIPTION AGREEMENT (February 18th, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Robot Cache US Inc.ROBOT CACHE S.L. PROFESSIONAL SERVICES AGREEMENT (February 18th, 2021)

Beginning on or about July 9, 2018, Moonify S.A.R.L., a French company located at Cap Oméga, RPT Benjamin Franklin, 34000 Montpellier, France (“Consultant”) agrees to provide professional services for Robot Cache S.L., a Spanish company located at C/ Pilar 5 Edificio Peceño Local 9, 38002 Santa Cruz De Tenerife, Spain (“Company”) pursuant to the following terms and conditions:

Robot Cache US Inc.Contract (February 18th, 2021)

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

EdenLedger, Inc.SUBSCRIPTION AGREEMENT (February 17th, 2021)

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.

Masterworks 037, LLCFORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021 (February 12th, 2021)

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 037, 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.”

Masterworks 037, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 037, LLC (February 12th, 2021)

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 037, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

Masterworks 037, LLCFORM OF MASTERWORKS INTERCOMPANY AGREEMENT (February 12th, 2021)

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 037, 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”.

Prometheum, Inc.Form of Underwriter’s Warrant Agreement] (February 10th, 2021)

THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].