ADD EXHB 3 ex6-52.htm ADD EXHB

 

Exhibit 6.52

 

Art Purchase Agreement

Page 1

 

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.

 

ART PURCHASE AGREEMENT

Contract Number [***]

 

Artist:   Jacqueline Humphries   (the “Work”)
Title:   x: x) x xgxrxexexnx    

Medium:

Size:

Date:

 

Oil on linen

37.5 x 40 in. (95.3 x 101.6 cm)

2017

   

 

THIS ART PURCHASE AGREEMENT (“Purchase Agreement”) is made and entered into this 15th day of August, 2025 (the “Effective Date”), by and between [***], a [***] with an address at [***] (“Seller”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 1 World Trade Center, 57th floor, New York, New York 10007 (“Agent”). Seller is acting as nominee on behalf of the sole beneficial Owner, S.J.A Pty Ltd (“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, 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 contained in this Purchase Agreement, the parties agree as follows:

 

1. SALE. Seller agrees to sell the Work to Buyer, and Agent on behalf of Buyer agrees to buy the Work from Seller, subject to the terms and conditions set forth in this Purchase Agreement.

 

2. PURCHASE PRICE AND MANNER OF PAYMENT.

 

2.1 The purchase price for the Work is Two Hundred Thousand U.S. Dollars (USD $200,000) (the “Purchase Price”). For the purposes of this Purchase Agreement, the “Closing Date” shall mean the date upon which Agent or Buyer pays the full Purchase Price to the Seller and the “Closing” shall mean the time such payment is remitted by Buyer and title to the Work is vested in Buyer. The full Purchase Price shall be paid no later than ninety (90) calendar days from August 15, 2025.

 

2.2 The obligation to pay the Purchase Price is expressly conditioned on Buyer’s ability to inspect the Work on or prior to the Closing Date. Agent or Buyer shall pay the Purchase Price to Seller by wire transfer in accordance with the wire instructions listed in the invoice, a copy of which is attached hereto as Exhibit B, which shall be verbally confirmed by a designated representative on behalf of Buyer and a designated representative on behalf of Seller prior to payment to Seller.

 

3. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF SELLER.

 

3.1. To induce Agent to enter into this Purchase Agreement, and acknowledging that Agent and Buyer are relying on each and all of the following representations, warranties and covenants, Seller, on behalf of itself and Owner,, represents and warrants to Agent and Buyer on the Effective Date and on the Closing Date and agrees with Agent and Buyer that:

 

3.1.1. Seller, without any further action, consent or authority of any other party, and without violation of any party’s rights or claims, has, under written agreement, full right, legal authority and capacity to enter into this Purchase Agreement, to make the covenants, representations, warranties, and indemnifications contained in this Purchase Agreement, on behalf of itself and Owner, to execute and deliver the bill of sale (the “Bill of Sale”) in the form annexed as Exhibit C to this Purchase Agreement, to sell and transfer good and marketable title to the Work to Buyer on the Closing Date and to complete the transaction contemplated by this Purchase Agreement.

 

 

Art Purchase Agreement

Page 2

 

3.1.2. The Work is authentic, meaning the Work was created by the artist indicated on the attached Exhibit A.

 

3.1.3. Owner is the sole legal and beneficial owner of the Work and has good and marketable title to the Work.

 

3.1.4. The Work is not, and through the Closing shall not be, subject to or the subject of any rights or interests of others, claims, liens, security interests, restrictions, conditions, options or other encumbrances of any kind held or claimed by any person, entity, government or government agency (actual, threatened or pending) (collectively, “Claims”). Neither Seller nor Owner has no knowledge of any facts or circumstances likely to give rise to any Claims.

 

3.1.5. Neither Seller nor Owner is aware of any challenges or disputes (current, past, pending or threatened) relating to the attribution, authenticity, description or provenance of the Work. Seller has provided Agent with all information in Seller’s and Owner’s knowledge concerning the attribution, authenticity, description, and condition of the Work.

 

3.1.6. The condition of the Work is as of the Effective Date, and shall be upon inspection of the Work by Buyer and shipment from Storage Location (as defined below) and inspection of the Work prior to packing for shipment and at the Closing, as stated in the condition report attached hereto and incorporated by reference as Exhibit A (the “Condition Report”). Prior to packing for shipment from the Storage Location, Buyer is entitled to request that the Work be inspected and a condition report prepared, at the expense of Seller to be reimbursed by Agent, to confirm that the condition of the Work is the same as set forth in the Condition Report.

 

3.1.7. To the best of Seller’s knowledge, and at all times whole owned by Owner, the Work has been lawfully exported and imported as required by the laws of any country in which it was located or to which it was transported, and any duties and taxes on the export and import of the Work have been paid and any required declarations upon the export and import have been made.

 

3.1.8. The Work has not been used and the Purchase Price funds will not be used to violate the banking, anti-money laundering or currency transfer laws or regulations, anti-terrorism, sanctions, or international restrictions of the United States or any other country. Owner, and/or a designated representative of Owner trained in legal or financial compliance, hereby confirms that there is no additional ultimate beneficial owner of a 25% or greater interest in the Work (a “Beneficial Owner”) and confirms that Owner (as the sole Beneficial Owner) is not as of the Effective Date or the Closing Date named on any Office of Foreign Assets Control (OFAC) List, U.N. Terrorism list, U.K. Sanctions List, EU Sanction Lists, The Dept. of Foreign Affairs & Trade List, or other generally applicable law or regulation.

 

3.1.9. If a certificate of authenticity or other similar documentary or other evidence of ownership (collectively, a “Certificate”) exists with respect to the Work, Seller has physical possession of such Certificate and will furnish evidence of such Certificate to Agent prior to any payment.

 

3.1.10. If, at any time prior to the Closing, Seller shall become aware of any fact(s) or circumstance(s) arising after the Effective Date that would make any of the representations and warranties in this Section 3 false or materially inaccurate as of the Effective Date or the Closing Date, Seller shall promptly notify Agent or Buyer in writing of such fact(s) or circumstance(s).

 

3.2. Seller, on behalf of itself and Owner, does hereby agree to indemnify, defend and hold Agent and Buyer free and harmless from any and all demands, claims, suits, judgments, obligations, damages, losses, or other liability asserted or alleged against Agent or Buyer as well as all reasonable attorney or other professional fees and other reasonable costs, fees and expenses, suffered or incurred by, or asserted or alleged against Agent or Buyer arising by reason of, or in connection with, the breach or alleged material breach by Seller of any provision of this Purchase Agreement, or the actual or alleged falsity or inaccuracy of any representation or warranty by Seller contained in this Purchase Agreement.

 

 

Art Purchase Agreement

Page 3

 

3.3. The benefits of the representations, warranties, covenants and indemnities contained in this Purchase Agreement shall survive completion of the transaction contemplated by this Purchase Agreement, including without limitation transfer of the Work to Buyer. It shall be a condition precedent to Agent and Buyer’s obligations that Seller’s representations and warranties contained in this Purchase Agreement are true and correct on and as of the Closing Date and delivery of the Work to Buyer. Notwithstanding anything to the contrary herein, Seller’s and Owner’s representation, warranty and indemnification relating to the authenticity of the Work shall survive for a period of five (5) years from the Closing Date.

 

3.4 For the avoidance of doubt, the parties acknowledge that the standard business practices of Masterworks as a company engaged in securitization of artworks shall not, in any way, invalidate or negate any of the representations, warranties, guarantees, or obligations under this Purchase Agreement.

 

4. INSPECTION. Buyer, or Agent on behalf of Buyer, inspected the work at Seller’s [***] residence (the “Current Location”) on August 14th, 2025. Buyer shall be entitled to inspect the Work at least one additional time prior to the Closing Date to confirm the condition of the Work matches the condition reflected in the Condition Report attached hereto as Exhibit A. When the Work is collected from the Storage Location, Buyer, or Agent on behalf of Buyer, shall be entitled to inspect the Work to confirm the condition of the Work matches the condition reflected in the Condition Report.

 

5. STORAGE AND CARE OF THE WORK.

 

5.1. Within five (5) business days of the Effective Date, Seller shall pack the Work and finalize arrangements for delivery to Seller’s private art storage location located at [***] (“Storage Location”) or on such other date as mutually agreed upon by the parties. After arrival at the Storage Location, the Work will remain in an account under the name and control of Seller until the Closing Date. Seller shall not otherwise relocate the Work, unless agreed upon under separate cover.

 

5.2. Seller agrees to ensure an appropriate storage environment consistent with professional fine art museum and conservation standards is provided to safeguard the quality and condition of the Work and to protect the Work from water, fire, loss, damage, deterioration, theft, mishandling, dirt, vermin, insects, and from extremes of light, temperature, and humidity from the Effective Date and until the Work is delivered to the Delivery Location. Any damage to the Work must be reported immediately to Agent. As of the Effective Date, Seller will not perform any conservation or restoration on the Work without notice to Agent.

 

6. INSURANCE & RISK OF LOSS. Seller shall arrange and pay for the Work to be insured under Seller’s fine arts policy for an amount equal to the Purchase Price commencing on the Effective Date and continuing until risk of loss transfers to Buyer. Risk of loss to the Work shall transfer from Seller to Buyer following shipment of the Work from Storage Location. On the Effective Date, Seller shall provide Agent with a certificate of insurance evidencing Seller’s insurance coverage.

 

7. TITLE. On the Closing Date, Seller, on behalf of itself and Owner, hereby transfers to Buyer good and marketable title and exclusive and unrestricted right to possession of the Work, free and clear of any and all Claims. On the Closing Date, Seller shall deliver to Agent a signed copy of the Bill of Sale, together with any Certificate or other evidence of title or authenticity in the actual or constructive possession of Seller or Owner (if applicable).

 

8. DELIVERY AND EXPENSES.

 

8.1. Within five (5) business days of the Closing Date Agent shall arrange for the Work to be packed and shipped by fine art shippers to Agent’s account at Delaware Freeport, located at 315 Ruthar Drive, Newark, DE 19711 (the “Delivery Location”).

 

8.2. Seller shall pay all costs related to and shall be responsible for arranging the packing, shipping and insuring the Work from the Current Location to the Storage Location and shall be responsible for all costs and expenses relating to such relocation of the Work. Agent shall pay all costs related to and shall be responsible for arranging the crating, packing, shipping and insuring the Work from the Storage Location to the Delivery Location and insuring the Work until the Closing Date; Seller shall remain the shipper of record.

 

 

Art Purchase Agreement

Page 4

 

9. THIRD-PARTY COMMISSIONS. Neither Agent nor Buyer shall be responsible for and neither shall pay any commissions or fees due any person acting on behalf of Seller or Owner as a result of the transaction contemplated by this Purchase Agreement. Seller shall not be responsible for and shall not pay any commissions or fees due any person acting on behalf of Agent or Buyer as a result of the transaction contemplated by this Purchase Agreement. Seller shall be responsible to pay any fees or costs to any agent or advisor engaged by Seller in connection with the transactions contemplated hereby and Agent and Buyer shall be indemnified and held harmless from any claim by any such agent or advisor relating to this Purchase Agreement and the transactions contemplated hereby. The parties acknowledge and agree that no such agent or advisor to Seller is an employee or affiliate of Buyer or Agent.

 

10. TERMINATION.

 

10.1 Buyer shall have the right to terminate this Purchase Agreement prior to the Closing in the event of: (i) a material breach by Seller of any of the covenants or obligations of Seller under this Purchase Agreement; or (ii) the falsity or material inaccuracy of any of Seller’s representations or warranties contained in this Purchase Agreement including without limitation Section 3.1.5 (whether or not such falsity or material inaccuracy results from an intentional or unintentional misrepresentation by Seller or from facts or events occurring before or after the Effective Date).

 

10.2 In the event of termination as set forth above, then Seller shall within thirty (30) days of notice from Buyer, repay to Buyer all amounts previously paid by Buyer to Seller under this Purchase Agreement, and if such breach occurs or is discovered after the Work has been delivered to Buyer, upon receipt of such funds, Buyer will release the Work to Seller, unless prevented by law from doing so.

 

10.3 For the purposes of this Section 10, “Seller” shall refer to Seller, on behalf of itself and Owner, and “Buyer” shall refer to Buyer, and Agent on behalf of Buyer.

 

11. MISCELLANEOUS. This Purchase Agreement, including the exhibits attached hereto, represents the entire understanding of the parties hereto with respect to the subject matter hereof, supersedes any and all other and prior agreements between the parties with respect to the sale of the Work and declares all such prior agreements between the parties null and void. In the event of a conflict between this Purchase Agreement and any invoice issued by Seller, the terms of this Purchase Agreement shall control. Seller, on behalf of itself and Owner, agrees that Buyer is a third-party beneficiary of this Purchase Agreement. The terms of this Purchase Agreement may not be modified or amended, except in a writing signed by the parties hereto. Seller may not assign this Purchase Agreement without the prior written consent of Agent or Buyer. This Purchase Agreement shall inure to the benefit of, and shall be binding upon, the successors, permitted assigns, heirs, executors, administrators and legal representatives of the parties hereto. For a period of one (1) year after the Effective Date hereafter, Seller hereby agrees that it will not knowingly, directly or indirectly, offer, sell or agree to sell any artwork to any person other than Agent that, directly or indirectly, intends to offer fractional investment in the artwork through the sale of securities, or risk no longer being able to do business with Masterworks. This Purchase Agreement, and all matters arising out of or relating to this Purchase Agreement, shall be governed and construed in accordance with the laws of the State of New York, without regard to its conflict of laws provisions. Any dispute arising under or related to this Purchase Agreement shall be resolved in the New York State Supreme Court, New York County or in the United States District Court for the Southern District of New York, and the parties hereby consent to such venue and jurisdiction without objection. This Purchase Agreement may be executed in counterparts, including by PDF or facsimile, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

 

[SIGNATURE PAGE TO FOLLOW]

 

 

Art Purchase Agreement

Page 5

 

IN WITNESS WHEREOF, the parties hereto have hereunto signed their hands and seals as of the Effective Date.

 

  SELLER:
     
  [***]
   
 

 

                            
  BY:  
  ITS:  
     

 

AGENT:
   

 

MASTERWORKS GALLERY, LLC
     
     
  BY:  
  ITS:  

 

[Signature Page to Art Purchase Agreement]

 

 

Art Purchase Agreement

Page 6

 

EXHIBIT A

 

DESCRIPTION OF WORK AND CONDITION REPORT

 

 

Art Purchase Agreement

Page 7

 

EXHIBIT B

 

INVOICE

 

 

Art Purchase Agreement

Page 8

 

[***]

 

TAX INVOICE

 

TO:   INVOICE NO: [***]

Masterworks Gallery, LLC as agent for Masterworks Cayman, SPC, acting on Behalf of its Gallery Segregated Portfolio 1 World Trade Center, 57th Floor

   
NEW YORK, NEW YORK 10007 USA   DATE: 15 August 2025

 

DESCRIPTION   AMOUNT
       

Artwork by JACQUELINE HUMPHRIES:x) x xgxrxexexnx, 2017

Oil on linen

37.5 x 40 in. (95.3 x 101.6 cm)

  USD 200,000.00
       

Delivery address:

Delaware Freeport, 315 Ruthar Drive

Newark, Delaware 19711

USA

     
       

Bank:

[***]

     
SWIFT Code: [***]      
Account No: [***]      
Branch Address: [***]      
Account Name: [***]      
         
TOTAL   USD 200,000.00

 

Payment to be made in currency indicated (US Dollars).

Title will not pass until payment has been received in full.

These bank account details are not to be altered without verbal confirmation by [***].

 

 

Art Purchase Agreement

Page 9

 

EXHIBIT C

 

BILL OF SALE

 

Dated: _______________, 2025

 

Sold by:  

[***]

[***]

[***]

  (“Seller”)
         
Sold to:  

Gallery Segregated Portfolio

Masterworks Cayman, SPC

1 World Trade Center, 57th floor

New York, New York 10007

  (“Buyer”)
         
Artist:   Jacqueline Humphries   (the “Work”)
Title:   x: x) x xgxrxexexnx    

Medium:

Size:

Date:

 

Oil on linen

37.5 x 40 in. (95.3 x 101.6 cm)

2017

   
         
NY Sales Tax:   None Withheld; Delaware Delivery    
Purchase Price:   USD $200,000

 

For value received, Seller acknowledges that the Work, good and marketable title to the Work, and all right to possession thereto and all legal ownership thereof, have been irrevocably, and without condition or reservation of any kind, sold, transferred, and conveyed to Buyer.

 

The Work is sold subject to each and all of the provisions, terms, conditions, covenants, representations, warranties and indemnities contained in the Art Purchase Agreement No. [***] by and between Seller and Masterworks Gallery, LLC dated August 15, 2025, and all such provisions, terms, conditions, covenants, representations, warranties and indemnities of the parties thereunder are incorporated herein by this reference as if fully set forth herein in their entirety. By delivery hereof, the undersigned affirms that such conditions remain valid and enforceable.

 

  SELLER:
     
  [***]
     
                               
  BY:  
  ITS: