FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 031, LLCLimited Liability Company Operating Agreement • December 14th, 2020 • Masterworks 031, LLC • Retail-retail stores, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 031, LLC, a Delaware limited liability company (the “Company”), is dated as of August , 2020, 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 • December 14th, 2020 • Masterworks 031, LLC • Retail-retail stores, nec • 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 031, 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.”
FORM OF ENGAGEMENT LETTERMasterworks 031, LLC • November 2nd, 2020 • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 031, LLC (the “Client;” “Masterworks 031”) engages Independent Brokerage Solutions LLC (the “Financial Advisor;” “IndeBrokers”). IndeBrokers 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”).
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • November 2nd, 2020 • Masterworks 031, LLC • Retail-retail stores, nec • New York
This intercompany agreement (“Agreement”) is made effective as of August [ ], 2020 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 031, 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”.
ART PURCHASE AGREEMENTPurchase Agreement • December 14th, 2020 • Masterworks 031, LLC • Retail-retail stores, nec • New York
THIS ART PURCHASE AGREEMENT (“Agreement”) is made and entered into this ___ day of December, 2020 (the “Effective Date”), by and between Lévy Gorvy, LLC, a Limited Liability Company with an address at 909 Madison Avenue. New York, NY 10021 (“Seller”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 497 Broome Street, New York, New York 10013 (“Agent”). Seller is selling the Work on behalf of the sole legal and beneficial owner (“Owner”) of the work of art described in 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 Cayman SPC, on behalf of its 031 Segregated Portfolio (“Buyer”), and has the authority to buy the Work on behalf of Buyer. Seller, on behalf of the Owner, 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 Agreeme
