FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • May 26th, 2021 • Masterworks 057, 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 057, 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 AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Dated as of December 31, 2023Administrative Services Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • New York
This Amended and Restated 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 [ ], 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”), and amends and restates in its entirety the Administrative Services Agreement (the “Original Agreement”), dated as of [ ], by and among the Parties. 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 LETTERMasterworks 057, LLC • May 26th, 2021 • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 057, LLC (the “Client;” “Masterworks 057”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers 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”).
