ADD EXHB 5 ex6-53.htm ADD EXHB

 

Exhibit 6.53

 

 

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: Martin Wong (the “Work”)
Title: xUxnxtxixtxlxexdx x (xLxixtxtxlxex xLxuxlxux xaxnxdx xTxuxbxbxyx) x  

Medium:

Size:

Date:

Acrylic on Canvas

47.5 x 47.5 in. (120.7 x 120.7 cm)

c. 1989

 

 

THIS ART PURCHASE AGREEMENT (“Purchase Agreement”) is made and entered into this 30th day of April, 2026 (the “Effective Date”), by and between [***] (“Seller”), and Masterworks Gallery, LLC, a Delaware limited liability company with an address at 1 World Trade Center, 57th Floor, New York, NY 10007 (“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 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 Four Hundred Twenty-Five Thousand U.S. Dollars (USD $425,000) (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 in good, cleared funds and title to the Work is vested in Buyer.

 

2.2 The Purchase Price shall be paid as follows: (i) a deposit in the amount of Forty-Two Thousand Five Hundred U.S. Dollars (USD $42,500) (the “First Installment”) shall be paid within five (5) business days of the Effective Date, and (ii) the remaining Three Hundred Eighty Two Thousand Five Hundred U.S. Dollars ($382,500) (the “Final Installment”) shall be paid no later than one hundred twenty (120) calendar days from the Effective Date.

 

2.3 The obligation to pay the Purchase Price is expressly conditioned on Buyer’s being provided access 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:

 

 

Art Purchase Agreement

Page 2

 

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.

 

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 any 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 material 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 delivery and inspection of the Work at the Delivery Location (as defined in Section 8.1 below) and at the Closing, as stated in the condition report attached hereto and incorporated by reference as Exhibit A (the “Condition Report”). Upon delivery at the Delivery Location, a new condition report for the Work shall be prepared at the sole cost and expense of Buyer, which shall confirm that the condition of the Work is the same as set forth in the Condition Report. If the Work is not in the same condition as reflected in the Condition Report at the time of Closing or its delivery at the Delivery Location, Buyer shall have the right to terminate the Purchase Agreement in its sole discretion.

 

3.1.7. To the best of Seller’s knowledge, and at all times while 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. Seller, and/or a designated representative of Seller trained in legal or financial compliance, has obtained and reviewed Owner’s official identification and confirmed Owner’s identity (including any ultimate beneficial owner of a 25% or greater interest in the Work (a “Beneficial Owner”) and confirmed that Owner (including any 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 (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).

 

 

Art Purchase Agreement

Page 3

 

3.2. Seller, on behalf of itself and Owner, jointly and severally, do 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 or Owner of any provision of this Purchase Agreement, or the actual material falsity or material inaccuracy of any representation or warranty by Seller or Owner contained in this Purchase Agreement.

 

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 four (4) 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 Storage Location (as defined in Section 5.1 below on April 28th, 2026. Buyer shall be entitled to inspect the Work 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 delivered to the Delivery Location, Delaware Freeport 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. Between the Effective Date and the date on which Seller packs and ships the Work for delivery to the Delivery Location (as defined in Section 8.1 below), Seller shall store the Work at Seller’s premises located at [***] (the “Storage Location”). Seller shall notify Agent in writing prior to any relocation of the Work, unless agreed upon under separate cover.

 

5.2. Seller agrees to ensure an appropriate storage environment consistent with professional fine art gallery 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 both: (i) payment by Buyer of the amount due on the Closing Date; and (ii) the release of the Work to Buyer at the Delivery Location. From and after the date of payment of the First Installment, Buyer shall be named as an additional insured and a “loss payee” on such policy in the amount of its deposit and Seller will issue an insurance certificate which delineates the First Installment in the name of Agent as well as the work being fully insured at Seller’s cost for the duration of the Purchase Agreement until the Closing Date. On or before the date of payment of the First Installment, Seller shall provide Agent with a certificate of insurance evidencing Seller’s insurance coverage and naming Buyer as an additional insured and loss payee.

 

7. TITLE. On Closing, Seller, on behalf of 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. At the time of Closing, Seller shall deliver to Agent a signed copy of the Bill of Sale, together with any Certificate in the actual or constructive possession of Seller or Owner (if applicable). Seller shall be solely responsible for remitting any and all sale proceeds due to Owner in connection with the sale of the Work hereunder.

 

 

Art Purchase Agreement

Page 4

 

8. DELIVERY AND EXPENSES.

 

8.1. No later than five (5) business days after the Closing Date, if the Seller has not already done so, Seller shall arrange for the Work to be packed and shipped by fine art shippers approved by Agent in writing 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 be responsible for arranging, crating, packing, shipping and insuring the Work from the Storage Location to the Delivery Location and insuring the Work until the Closing Date.

 

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 written 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. LENDING OF THE WORK. Buyer agrees to consider in good faith any request that it receives from Seller to lend the Work to an exhibition of works by a museum or gallery of works by Martin Wong.

 

12. 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. 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. 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:  

 

 

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

 

[***]

 

April 30, 2026INVOICE [***]

 

Bill to:   Ship to:
Masterworks Gallery, LLC   Delaware Freeport
as agent for Masterworks Cayman, SPC,   315 Ruthor Drive
acting on behalf of its Gallery Segregated Portfolio   Newark DE 19711
1 World Trode Center, 57th Fl.    
New York NY 10007    

 

INVOICE

 

Martin Wong

xUxnxtxixtxlxexdx x (xLxixtxtxlxex xLxuxlxux xaxnxdx xTxuxbxbxyx) x, c.

1989 acrylic on canvas

47 1/2 x 47 1/2 ins.

120.7 x 120.7 cm

(WONG-394)

 

$ 550,000.00

 

Less discount - $ 125,000.00
   
Total due $ 425,000.00

 

Please see Art Purchase Agreement [***] for terms.

 

For wire transfers, please call the gallery main line ([***]) to confirm banking details by voice, and direct funds to our account, without charges to the beneficiary: 

 

[***]

 

Please state your invoice number in your instructions.

 

Title does not pass, and work(s) will not be released, until payment has been received in full. Use taxes, customs and duties, if applicable, as well as all shipping and insurance costs, are the responsibility of the purchaser. Storage charges will be assessed if the work is not collected in a timely manner. Pursuant to the laws of the State of New York, in order for work (s) delivered outside of New York State to be exempt from New York Sales Tax (8.875%), it is required that [***] arrange shipping, which will be invoiced separately. If the purchaser, or their agent, decides to take possession of the work(s) in New York state, the purchaser becomes liable for payment of New York State Sales Tax. [***] reserves the right to bill purchaser for any additional State and local taxes that may become due as a result of recent Economic Nexus legislations. Copyright on all image(s) of the artwork(s) are retained by the artist. Payment in full acts as acknowledgement of, and agreement to these terms.

 

 

Art Purchase Agreement

Page 9

 

EXHIBIT C

 

BILL OF SALE

 

Dated: _________2026

 

Sold by:

[***]

[***]

[***]

(“Seller”)
     
Sold to:

Gallery Segregated Portfolio

Masterworks Cayman, SPC

1 World Trade Center, 57th Floor

New York, New York 10007

(“Buyer”)
     
     
     
Artist: Martin Wong (the “Work”)
Title: xUxnxtxixtxlxexdx x (xLxixtxtxlxex xLxuxlxux xaxnxdx xTxuxbxbxyx) x  

Medium:

Size:

Date:

Acrylic on Canvas

47.5 x 47.5 in. (120.7 x 120.7 cm)

c. 1989

 
     
NY Sales Tax: None Withheld; Delaware Delivery  
Purchase Price: USD $425,000

 

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 April 30, 2026, 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.

 

  SELLER:
     
  [***]
   
   
  BY:      
  ITS: