FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 285, LLCLimited Liability Company Operating Agreement • May 22nd, 2023 • Masterworks 285, LLC • Retail-retail stores, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 285, 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 MASTERWORKS INTERCOMPANY AGREEMENTIntercompany Agreement • May 22nd, 2023 • Masterworks 285, 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 285, 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 • May 22nd, 2023 • Masterworks 285, 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 285, 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.”
