FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 012, LLCLimited Liability Company Operating Agreement • April 11th, 2023 • Masterworks 012, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 012, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2023, 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], 2020Administrative Services Agreement • April 24th, 2020 • Masterworks 012, 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 012, 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. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
ENGAGEMENT LETTEREngagement Letter • April 24th, 2020 • Masterworks 012, LLC • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 012, LLC (the “Client;” “Masterworks 012”) 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”).
MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • April 24th, 2020 • Masterworks 012, LLC • New York
This intercompany agreement (“Agreement”) is made effective as of April [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 012, 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”.
FORM OF ART PURCHASE AGREEMENTArt Purchase Agreement • April 24th, 2020 • Masterworks 012, LLC • New York
THIS art purchase AGREEMENT (“Agreement”) is made and entered into this ___ day of April, 2020 (the “Effective Date”), by and between Art 888 Limited, with an address at Unit 1903-194, C C Wu Building, 302-308 Hennessy Road, Wanchai, Hong Kong, (“Seller”), and Masterworks Gallery, LLC, with an address at 497 Broome Street, New York, New York 10013 (“Agent”). Seller is a private art collector and is the sole legal and beneficial owner (“Owner”) of the work of art described on Exhibit A attached hereto and incorporated herein by this reference (the “Work”), and has the authority to sell the Work. Agent is acting as agent on behalf of Masterworks 012, LLC (“Buyer”), and has the authority to buy the Work on behalf of Buyer. Seller has agreed to sell the Work to Buyer, and Agent, on behalf of Buyer, has agreed to buy the Work from Seller, on the terms and conditions set forth in this Agreement. In consideration of the mutual promises contained in this Agreement, the parties agree as follows
