FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 254, LLCLimited Liability Company Operating Agreement • October 11th, 2023 • Masterworks 254, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 254, 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”) and the Board of Managers of the Company.
FORM OF MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • June 2nd, 2023 • Masterworks 254, LLC • Retail-retail stores, nec • New York
This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS 254, 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 herei
FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2023Management Services Agreement • October 11th, 2023 • Masterworks 254, LLC • Retail-retail stores, nec • New York
This Management 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 254, 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.”
ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 2nd, 2023 • Masterworks 254, LLC • Retail-retail stores, nec
This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Arete Wealth Advisors, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).
MASTERWORKS ADVISERS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • August 17th, 2023 • Masterworks 254, LLC • Retail-retail stores, nec
This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Masterworks Advisers, LLC, a Delaware limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”). If you are acting as agent or representative on behalf of a trust, joint account or entity (“Non-Individual Client), the terms “you” and “Client” shall apply collectively to you as the authorized agent or representative and to such Non-Individual Client as the context requires.
FORM OF AMENDED AND RESTATED MASTERWORKS INTERCOMPANY AGREEMENTMasterworks Intercompany Agreement • February 9th, 2024 • Masterworks 254, LLC • Retail-retail stores, nec • New York
This amended and restated intercompany agreement (“Agreement”) is made effective as of [ ], 2024 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent, “Masterworks”) and MASTERWORKS [ ], 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”), and ame
