FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 108, LLCLimited Liability Company Operating Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • Delaware
FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2022Management Services Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • 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 between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks 108, LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
ARETE WEALTH ADVISERS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • Illinois
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 Advisers, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).
FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG BROKERS OF RECORDEngagement Letter and Agreement Among Brokers of Record • October 20th, 2022 • Masterworks 108, LLC • Retail-retail stores, nec • New York
This engagement letter and agreement among brokers of record (the “Agreement”) confirms the terms and conditions upon which Masterworks {{Entity Name}}, LLC, a Delaware limited liability company with an address at 225 Liberty St., 29th Floor, NY, NY 10281 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Brokers of Record” and each, a “Broker of Record”) to act as Brokers of Record for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”). Compensation to the Brokers of Record payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 and an affiliate of the Client. Each of
