FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 081, LLCLimited Liability Company Operating Agreement • September 22nd, 2021 • Masterworks 081, LLC • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 081, 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”).
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • September 22nd, 2021 • Masterworks 081, LLC • 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 081, 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 ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021Administrative Services Agreement • September 22nd, 2021 • Masterworks 081, 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 081, 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.”
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND ART PURCHASE AGREEMENTArt Purchase Agreement • October 6th, 2021 • Masterworks 081, LLC • Retail-retail stores, nec • New York
THIS ART PURCHASE AGREEMENT (“Agreement”) is made and entered into this 29th day of September, 2021 (the “Effective Date”), by and between [***](“Owner”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 53 Beach Street, New York, New York 10013 (“Agent”). Owner is the sole legal and beneficial owner of the work of art described in the invoice 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 the 081 Segregated Portfolio of Masterworks Cayman, SPC (“Buyer”), and has the authority to buy the Work on behalf of Buyer. Owner has agreed to sell the Work to Buyer, and Agent, on behalf of Buyer, has agreed to buy the Work from Owner, 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:
FORM OF ENGAGEMENT LETTERMasterworks 081, LLC • September 22nd, 2021 • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 081, LLC (the “Client;” “Masterworks 081”) 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”).
