FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 005, LLC [Date]Limited Liability Company Operating Agreement • November 29th, 2019 • Masterworks 005, LLC • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 005, LLC, a Delaware limited liability company (the “Company”), is dated as of [DATE], and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Administrative Services Agreement • November 29th, 2019 • Masterworks 005, LLC • 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 005, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company, for and on behalf of each of its segregated portfolios (“Masterworks Cayman”) Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
ENGAGEMENT LETTERMasterworks 005, LLC • November 29th, 2019 • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 005, LLC (the “Client;” “Masterworks 005”) engages SDDco Brokerage Advisors LLC (the “Financial Advisor;” “SDDco-BA”). 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF Masterworks 005, LLCLimited Liability Company Agreement • November 29th, 2019 • Masterworks 005, LLC • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Masterworks 005, LLC, a Delaware limited liability company (the “Company”), dated and effective as of the 7th day of October, 2019, is entered into by and between the Company and Masterworks Gallery, LLC, a Delaware limited liability company (the “Member”).
MASTERWORKS INTERCOMPANY AGREEMENTMasterworks Intercompany Agreement • November 29th, 2019 • Masterworks 005, LLC • New York
This intercompany agreement (“Agreement”) is made as of the date set forth below by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 005, 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”.
