FORM OF SUBSCRIPTION AGREEMENT SERIES [*], A SERIES OF MASTERWORKS VAULT 5, LLC NOTICE TO INVESTORSForm of Subscription Agreement • February 15th, 2024 • Masterworks Vault 5, 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 5, 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 Amended And Restated Limited Liability Company Operating Agreement Of Masterworks Vault 5, LLCLimited Liability Company Operating Agreement • November 3rd, 2023 • Masterworks Vault 5, LLC • Delaware
FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2023Management Services Agreement • November 3rd, 2023 • Masterworks Vault 5, LLC • 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 among Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”), Masterworks Vault 5, 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. 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 • February 15th, 2024 • Masterworks Vault 5, LLC • Retail-retail stores, nec • New York
This amended and restated financing, license and sourcing 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 and its affiliates (excluding the Company), “Masterworks”) and MASTERWORKS VAULT 5, 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 SEC, as
MASTERWORKS ADVISERS, LLC INVESTMENT ADVISORY AGREEMENT Last Updated: October 19, 2023Investment Advisory Agreement • November 3rd, 2023 • Masterworks Vault 5, 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 FINANCING, LICENSE AND SOURCING AGREEMENTFinancing, License and Sourcing Agreement • November 3rd, 2023 • Masterworks Vault 5, 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 5, 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 SEC, as amended by any post-q
ART PURCHASE AGREEMENT Contract Number PA00453Art Purchase Agreement • September 30th, 2024 • Masterworks Vault 5, LLC • Retail-retail stores, nec
THIS ART PURCHASE AGREEMENT (“Purchase Agreement”) is made and entered into this 30th day of September, 2024 (the “Effective Date”), by and between Level & Co. Gallery, LLC, a New York limited liability company 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 foll
ART PURCHASE AGREEMENT Contract Number PA00452Purchase Agreement • September 30th, 2024 • Masterworks Vault 5, LLC • Retail-retail stores, nec
THIS ART PURCHASE AGREEMENT (“Purchase Agreement”) is made and entered into this 30th day of September, 2024 (the “Effective Date”), by and between [***], a New York limited liability company 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 acting on behalf of the sole legal and beneficial Owner (“Owner”) of the work of art described above (the “Work”), and has the authority to sell the Work on behalf of the Owner. 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, on behalf of Owner, 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 containe
