FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 3, LLC NOTICE TO INVESTORSSubscription Agreement • March 6th, 2024 • Masterworks Vault 3, 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 3, 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.
Form Of Second Amended And Restated Limited Liability Company Operating Agreement Of Masterworks Vault 3, LLC December 31, 2023 Second Amended and Restated Limited Liability Company Operating Agreement Of Masterworks Vault 3, LLCLimited Liability Company Operating Agreement • January 8th, 2024 • Masterworks Vault 3, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks Vault 3, 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.
FORM OF AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023Management Services Agreement • January 8th, 2024 • Masterworks Vault 3, 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 3, 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 [ ], 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 • March 6th, 2024 • Masterworks Vault 3, 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 3, 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 • January 8th, 2024 • Masterworks Vault 3, 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 27th, 2023 • Masterworks Vault 3, 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 3, 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 • June 27th, 2023 • Masterworks Vault 3, 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 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 3, LLCSeries Designation • August 31st, 2023 • Masterworks Vault 3, LLC • Retail-retail stores, nec
In accordance with the Amended and Restated Limited Liability Company Agreement of Masterworks Vault 3, 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.
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 (II)WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Guarantee and Consignment Agreement • February 6th, 2024 • Masterworks Vault 3, LLC • Retail-retail stores, nec • England and Wales
