FORM OF AGREEMENT AND PLAN OF MERGER

EXHIBIT 6.1

FORM OF AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of ______________, 20__, by and among Masterworks 002, LLC, a Delaware limited liability company (the “Company”), Masterworks Gallery, LLC, a Delaware limited liability company (“Gallery”) and 6461230, LLC, a Delaware limited liability company and wholly owned subsidiary of Gallery (“Merger Sub” and, together with the Company and Gallery, the “Parties”).

RECITALS

WHEREAS, Merger Sub acquired an oil on canvass painting by Xxxxxx Xxxxx, titled Coup de Vent, 1881 (the “Painting”) at a Christie’s International PLC auction on June 20, 2018 with the understanding that the Company would succeed to ownership of the Painting as a result of the transactions contemplated hereby; and

WHEREAS, prior to acquiring the Painting, Gallery obtained an appraisal from Winston Art Group^, a copy of which is attached as Exhibit I hereto; and

WHEREAS, Merger Sub has not conducted any other operating activities prior to the date hereof and has no other assets or liabilities and shall not conduct any activities prior to the consummation of the transactions contemplated hereby other than the acquisition of the Painting; and

WHEREAS, the Parties intend to effect a merger (the “Merger”) of Merger Sub with and into the Company in accordance with this Agreement and the Delaware Limited Liability Company Act (the “DLLC”), with the Company to be the surviving company of the Merger;

WHEREAS, pursuant to the Merger, the Merger Sub Interests shall be converted into the right for Gallery to receive the merger consideration set forth in the Final Offering Circular of the Company dated ___________, __ 20___ (the “Offering Circular”) as filed with the U.S. Securities and Exchange Commission (the “Merger Consideration”), upon the terms and subject to the conditions set forth herein; and

WHEREAS, each of the Parties has approved the transactions contemplated hereby, including the Merger, in accordance with the applicable provisions of the DLLC, and upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, and intending to be legally bound hereby, the parties agree as follows:

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1. The Merger.

At the Effective Time of the Merger, and subject to and upon the terms and conditions of this Agreement, and in accordance with Section 18-209 of the DLLC, Merger Sub shall be merged with and into the Company, and the separate limited liability company existence of Merger Sub shall thereupon cease. The Company shall be the surviving company after the Merger (sometimes referred to herein as the “Surviving Company”) and shall continue in existence as a limited liability company under the laws of the State of Delaware and shall be governed by the DLLC.

2. Closing; Effective Time.

(a) The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Gallery located at 000 Xxxxxx Xxxxxx, Xxx Xxxx, XX 00000 at ___ p.m. (Eastern Standard Time) on a day agreed upon by the Parties (to the extent legally permitted) provided that the conditions set forth herein have been satisfied or waived (the “Closing Date”). As promptly as practicable on the Closing Date, the appropriate parties hereto shall cause the Merger to be consummated by filing a properly executed certificate of merger satisfying the requirements of the DLLC (the “Certificate of Merger”) with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DLLC, and the parties hereto shall take such other and further action as may be required by the DLLC to make the Merger effective. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such later date and time as is agreed upon by the parties and set forth in the Certificate of Merger in accordance with the DLLC, which shall occur concurrently with the closing of the offering described in the Offering Circular (the “Effective Time”).

3. Effect of the Merger.

At and after the Effective Time, the effects of the Merger shall be as provided in this Agreement, and in accordance with Applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Sub shall vest in the Surviving Company, and all Liabilities of each of Merger Sub shall become Liabilities of the Surviving Company.

4. Certificate of Formation; Limited Liability Company Agreement.

(a) Certificate of Formation. At the Effective Time, the certificate of formation of the Company as in effect immediately prior to the Effective Time shall be the certificate of formation of the Surviving Company, until thereafter duly amended as provided therein or by the DLLC.

(b) Limited Liability Company Agreement. At the Effective Time, the limited liability company agreement of the Company (the “Company LLC Agreement”), will be the limited liability company agreement of the Surviving Company, until thereafter duly amended as provided by DLLC, the certificate of formation of the Surviving Company and such limited liability company agreement.

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5. Managers and Officers of the Surviving Company.

The managers and officers of the Surviving Company at the Effective Time shall be the managers and officers of the Company immediately prior to the Effective Time.

6. Conversion and Exchange of Securities in the Merger; Merger Consideration.

Subject to the terms and conditions of this Agreement, by virtue of the Merger and without the need for any further action on the part of any of the Parties, all of the Merger Sub Interests issued and outstanding immediately prior to the Effective Time shall be converted into the right of Gallery to receive the Merger Consideration.

7. Conditions to the Merger.

The respective obligations of each party to effect the Merger and the other transactions contemplated herein shall be subject to the satisfaction at or prior to the Closing of the following conditions, any or all of which may be waived by the parties hereto, in whole or in part, to the extent permitted by applicable law:

(a) No Order. No order, injunction, judgment or decree issued by any court of competent jurisdiction or other governmental entity preventing the consummation of the transactions contemplated by this Agreement shall be in effect. No law shall have been enacted, entered, promulgated or enforced by any court or governmental entity that prohibits or makes illegal the consummation of transactions contemplated by this Agreement.

(b) Other Government Approval. Approval of other governmental entities required to effect the transactions contemplated by this Agreement shall have been received by the parties.

(c) Title to Painting. Merger Sub shall have good and marketable title to the Painting, free and clear of all liens and encumbrances.

(d) No Indebtedness. As of and immediately prior to the Effective Time, Merger Sub shall have no indebtedness or obligations of any kind whatsoever, other than obligations pursuant to this Agreement.

(e) Consummation of the Offering. The offering described in the Offering Circular shall be consummated immediately prior to the Merger.

8. Termination. This Agreement may be terminated and the Merger abandoned at any time prior to the Closing Date by mutual written agreement of the Parties.

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9. Entire Agreement; Amendments and Waivers.

This Agreement and the documents and instruments and other agreements among the parties hereto referenced herein, and the Disclosure Letters and Exhibits hereto and thereto, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement may be amended, supplemented or modified, and any of the terms, covenants, representations, warranties or conditions may be waived, only by a written instrument executed by the Parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (whether or not the same or similar), and no such waiver shall constitute a continuing waiver unless otherwise expressly provided.

10. Expenses.

Whether or not the Merger is consummated, all fees and expenses incurred in connection with the Merger, including all legal, accounting, tax and financial advisory, consulting, investment banking and all other fees and expenses of third parties incurred by a party in connection with the negotiation and effectuation of the terms and conditions of this Agreement and the transactions contemplated hereby shall be the obligation of Gallery.

11. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to agreements made and to be performed entirely within such State, without regard to the conflict of laws principles of such State.

12. Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, scanned pages or electronic signature shall be effective as delivery of a manually executed counterpart to this Agreement.

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IN WITNESS WHEREOF, each of the parties to this Agreement has executed and delivered this Agreement, or caused this Agreement to be executed and delivered by its duly authorized representative, as of the date first written above.

MASTERWORKS GALLERY, LLC

By:

Name:

Title:

6461230, LLC

By:

Name:

Title:

MASTERWORKS 002, LLC

By:

Name:

Title:

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EXHIBIT I