FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 002, LLCLimited Liability Company Operating Agreement • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 002, LLC, a Delaware limited liability company (the “Company”), is dated as of [___], 2019, and is entered into by Masterworks Gallery , LLC as its sole initial Member (the “Initial Member”).
FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2019Administrative Services Agreement • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • New York
This Administrative 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 002, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman 002, LLC, a Cayman Islands limited liability company and a wholly owned subsidiary of the Issuer (“MW Cayman”) 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 ENGAGEMENT LETTEREngagement Letter • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) dated [Date], 2019, confirms the terms upon which Masterworks 002, LLC (the “Client;” “Masterworks 002”) engages SDDco Brokerage Advisors LLC (the “Financial Advisor;” “SDDco-BA”). SDDco-BA is engaged to act as the exclusive Underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).
FORM OF AGREEMENT AND PLAN OF MERGERMerger Agreement • August 19th, 2019 • Masterworks 002, LLC • Retail-retail stores, nec • Delaware
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 Cayman 002, LLC (“MW Cayman”) 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, MW Cayman and Gallery, the “Parties”).
