ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • June 2nd, 2023 • Masterworks Vault 2, LLC
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”).
FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 2, LLC NOTICE TO INVESTORSSubscription Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Series [*] (the “Series”), a series of Masterworks Vault 2, LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering (the “Offering”), it may not continue.
Second Amended And Restated Limited Liability Company Operating Agreement Of Masterworks Vault 2, LLC December 31, 2023 Second Amended and Restated Limited Liability Company Operating Agreement Of Masterworks Vault 2, LLCLimited Liability Company Operating Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks Vault 2, LLC, a Delaware series limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers.
AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023Management Services Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • New York
This Amended and Restated Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and among Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”), Masterworks Vault 2, LLC, a Delaware series limited liability company (the “Company”), on behalf of the series listed on Exhibit A, as amended from time to time, Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company, on behalf of the segregated portfolios listed on Exhibit B, as amended from time to time (“Masterworks Cayman”) and each party that executes a joinder to this agreement pursuant to section 10(c) hereof, and amends and restates in its entirety the Management Services Agreement (the “Original Agreement”), dated as of July 14, 2023, by and among the Parties. 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 AMENDED AND RESTATED FINANCING, LICENSE AND SOURCING AGREEMENTFinancing, License and Sourcing Agreement • May 23rd, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec • New York
This amended and restated financing, license and sourcing agreement (“Agreement”) is made effective as of February 9, 2024 (the “Effective Date”) by and between MASTERWORKS, LLC (“Parent”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with Parent and its affiliates (excluding the Company), “Masterworks”) and MASTERWORKS VAULT 2, LLC, a Delaware limited liability company (the “Company”), on behalf of its series, provided that as the context requires, the term “Company” as used herein may refer to a series of the Company or a segregated portfolio of Masterworks Cayman, SPC that holds title to the artwork of a series, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to each offering for sale by a series of 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
MASTERWORKS ADVISERS, LLC INVESTMENT ADVISORY AGREEMENT Last Updated: October 19, 2023Investment Advisory Agreement • May 23rd, 2024 • Masterworks Vault 2, 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 FINANCING, LICENSE AND SOURCING AGREEMENTFinancing, License and Sourcing Agreement • June 2nd, 2023 • Masterworks Vault 2, LLC • New York
This financing, license and sourcing 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 and its affiliates (excluding the Company), “Masterworks”) and MASTERWORKS VAULT 2, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a series of the Company or a segregated portfolio of Masterworks Cayman SPC that holds title to the artwork of a series, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to each offering for sale by a series of 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 (t
MASTERWORKS ADVISERS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • July 18th, 2023 • Masterworks Vault 2, 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 Series Designation Amended and Restated Series Designation of [Series Name], a series of Masterworks Vault 2, LLCSeries Designation • August 31st, 2023 • Masterworks Vault 2, LLC • Retail-retail stores, nec
In accordance with the Amended and Restated Limited Liability Company Agreement of Masterworks Vault 2, LLC, a Delaware series limited liability company (the “Company”), dated [______] (as amended, the “Agreement”) and upon the execution of this Amended and Restated Series Designation by Masterworks Foundry, LLC, the sole member of series [ ] of the Company (“Series [___]”) as of the date hereof and by the Board of the Company , this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “[Series Name] A&R Designation Exhibit.” In addition, as of the Effective Date of Establishment, Masterworks Foundry, LLC has issued 1,000 Class B Ordinary Shares of Series [ ], representing 100% of the membership interests in such series as of such date, in return for a capital contribution to such series of $100.
JOINDERManagement Services Agreement • August 31st, 2023 • Masterworks Vault 2, LLC • Retail-retail stores, nec
WHEREAS, [Masterworks Vault [ ], LLC, on behalf of its Series [*] / Masterworks Cayman, SPC, on behalf of its [*] Segregated Portfolio] (the “Joining Party”) wishes to become a party to that certain Management Services Agreement, dated [ ], by and among Masterworks Administrative Services, LLC, a Delaware limited liability company, Masterworks Vault [ ], LLC, a Delaware series limited liability company, on behalf of its series, Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company, on behalf of its segregated portfolios and the other parties thereto (the “Agreement”), and to avail itself of the Services (as defined in the Agreement) pursuant to the terms and conditions of the Agreement.
ART PURCHASE AGREEMENT Contract Number PA00461Art Purchase Agreement • December 11th, 2024 • Masterworks Vault 2, LLC • Retail-retail stores, nec
THIS ART PURCHASE AGREEMENT (“Purchase Agreement”) is made and entered into this 11th day of December, 2024 (the “Effective Date”), by and between [***], with an address at [***] (“Seller”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, New York, New York, 10281 (“Agent”). Seller is the sole legal and beneficial owner of the work of art described above (the “Work”), and has the authority to sell the Work. Agent is acting as agent on behalf of the Gallery Segregated Portfolio of Masterworks Cayman, SPC (“Buyer”), and has the exclusive 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 Purchase Agreement. In consideration of the mutual promises contained in this Purchase Agreement, the parties agree as follows:
