AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.  INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED.  THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE.  WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Preliminary Offering Circular Dated January 20, 2021

StartEngine Collectibles Fund I LLC

9900 Culver Boulevard,

Culver City, CA 90232

(949) 415-8730

www.startengine.com

Best Efforts Offering of Series Shares

StartEngine Collectibles Fund I LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), is offering, on a best efforts basis, the membership interests each of the series of our company.

All of the series of our company offered hereunder may collectively be referred to in this Offering Circular as the “series” and each, individually, as a “series.”  The membership interests of all series described above may collectively be referred to in this Offering Circular as the “shares” and each, individually, as a “share” and the offerings of the shares may collectively be referred to in this Offering Circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the shares.

The shares are non-voting limited liability company membership interests in a series of our company. Each series is treated as a unique legal entity. Purchasing a share in a series does not confer to the investor any ownership in our company or any other series. Each series is managed by an Administrative Manager and an Asset Manager. The Administrative Manager will be the investor liaison to our company, and will perform duties such as assisting our company with communications to our investors, providing shareholder services, handling the distributions of dividends, and overseeing our shareholder records. The Asset Manager will manage the assets owned the particular series it manages, and has full authority to determine how to best utilize the asset owned by the series. StartEngine Assets, LLC will serve as Administrative Manager to each series of our company, while the Asset Manager may be different for each series of our company. Investors will not have any say in the management of the assets or series of the company. See “The Company’s Business” for more information on the duties of our Administrative Manager and Asset Manager(s) of our series.

There will be a separate closings with respect to each series. An offering for a series will terminate at the earlier of the date at which the maximum offering amount has been sold or the date at which the offering is earlier terminated by the company at its sole discretion. At least every 12 months after this offering statement has been qualified by the United States Securities and Exchange Commission (the “Commission”), the company will file a post-qualification amendment to include the company’s recent financial statements. The company has engaged Prime Trust, LLC as escrow agent to hold any funds that are tendered by investors. The offerings are being conducted on a best-efforts basis without any minimum target. Provided that an investor purchases shares in the amount of the minimum investment, $500 (50 shares), there is no minimum number of shares that needs to be sold in order for funds to be released to the company and for an offering in a series to close, which may mean that the company does not receive sufficient funds to cover the cost of this offering. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be made available to the relevant series. After the initial closing of an offering in a series, we expect to hold closings on at least a monthly basis.

Sales of these securities will commence on approximately [___].

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 11.

The company is following the “Offering Circular” format of disclosure under Regulation A.

In the event that we become a reporting company under the Securities Exchange Act of 1934, we intend to take advantage of the provisions that relate to “Emerging Growth Companies” under the JOBS Act of 2012. See “Summary -- Implications of Being an Emerging Growth Company.”

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY.  THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT.  WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS.  INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.  THE COMPANY DOES NOT UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

SUMMARY

Overview

StartEngine Collectibles Fund I LLC is a series limited liability company formed on October 14, 2020 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series of interests. We intend that each series of interests will own its own underlying assets, which will be “collectibles” – generally, assets of limited quantity that have a perceived or demonstrated value. We anticipate that the assets can be broad in scope, ranging from items typically thought of as collectibles (e.g., wine and a vintage automobiles) to assets that are much more unique, including copyright assets and contractual royalty rights. We hope to redefine what it means to be a “collectible”. A new series of interests will be issued for future collectibles or other alternative assets to be acquired by us.

We believe that alternative assets are capable of delivering quality returns to investors. However, investing in alternative assets can often require significant financial resources and significant knowledge about the underlying assets and the assets’ respective industries. Due to these high barriers to entry, access to investments in alternative assets have been restrained to a fraction of the global economy. Even those that do have access to top quality alternative investments are faced with high fees, lack of transparency, and significant operational overheads. With high transactional costs and low transaction volumes, investors in alternative assets often suffer from illiquidity, resulting in long holding periods that make such investments inaccessible for many investors.

We plan to democratize alternative asset investing by providing access, liquidity and transparency. For different types of assets, we have and are gathering a team of individuals with knowledge and experience needed to effectively select and actively manage such assets. Investing in our series will give investors access to “collectible” assets that we deem to be valuable.

The first two series of our company are Series Music and Series Wine. See “The Company’s Business” for more information on our business and plan of operations.

Our Assets

Series Music

Series Music intends to acquire ownership and/or income and collection rights to sound recordings and musical compositions and the royalties derived from the exploitation of those sound recordings and musical compositions, which may include individual recordings and compositions, catalogs of recordings and compositions, music publishing royalties such as mechanical royalties, synchronization income and both the writer’s and music publisher’s share of public performance income and so-called neighboring rights royalties, such as SoundExchange income, attributable to the performance and other uses and exploitations of sound recordings (“Music Assets”). We may also acquire fractional ownership and/or income and collection rights in sound recordings and musical compositions. For more information, please see “The Company’s Business – Series Music”.

Series Wine

Series Wine intends to acquire fine wines. For more information, please see “The Company’s Business – Series Wine”.

Members of our company

An investor who has purchased shares in one of our series in this offering will become an “Economic Member” of our company (as defined in our limited liability company agreement filed as Exhibit 2.2, or our “operating agreement”). No Economic Member, in its capacity as such, will participate in the operation or management of the business of our company or any series, nor transact any business in our company or any series.

Managers of our company

Our Managing Member, StartEngine Assets, LLC the full power and authority to do, and direct our other Managers to do, all things necessary or appropriate to conduct the business of our company and each series, without the consent of our Economic Members. StartEngine Assets, LLC, a Delaware limited liability company formed on May 18, 2020 is the Managing Member of our company, and the Administrative Manager of our company and each series of our company. We refer to StartEngine Assets, LLC herein as the “Managing Member” when referring to its duties in this capacity, and as our “Administrative Manager” when referring to its duties in this capacity.

As the Administrative Manager, StartEngine Assets, LLC will be the investor liaison to our company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, and handle the distributions of dividends, and overseeing our shareholder records. Our Administrative Manager will coordinate with its affiliates who will serve in various capacities, including StartEngine Secure LLC, who will act as our transfer agent, StartEngine Primary LLC, who, through its alternative trading system, StartEngine Secondary LLC, will facilitate resales of our shares, and StartEngine Crowdfunding Inc. that owns and operates an online investment platform www.startengine.com. See “The Company’s Business—Managers of our Company”

Managers of our Series

Each series will appoint an asset manager (an “Asset Manager”) to manage the underlying assets related to such series. Such Asset Manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying assets and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager of Series Music will be Skimmer Music LLC, and the Asset Manager of Series Wine will be Vinovest, Inc.

Unless otherwise noted in the series designation for a particular series (each, a “Series Designation”), StartEngine Assets, LLC will serve as the Administrative Manager for each series, and will perform substantially the same services as it does for our company. Collectively, we refer to the Managing Member, Administrative Manager (of our company or a Series), and Asset Manager, or any combination thereof, as the “Managers”. We also refer to these managers on an individual basis a “Manager”, where context permits.

Our Managing Member has delegated to the Managers of our series (i.e. the Asset Manager and Administrative Manager) broad asset management and operational powers over the series. In these capacities, the Managers of a particular series will (among other things):

Advisory Board

Our Managing Member may establish an advisory board comprised of experts in a particular industry to provide guidance and strategic advice to our company, or a particular series of our company. For our company, this may be advising on the creation of a particular series with a new collectibles asset class focus. For our series, this may be assisting in identifying, acquiring, and managing the particular assets of that series, or advising on other general business matters. See “The Company’s Business” for more information on the functions of our company’s advisory board.

Operating Expenses

Each series of our company will be responsible for its own third-party charges and out-of-pocket costs and expenses incurred as a result of acquiring and managing the assets of a particular series, or for any other permissible business activity of a series. All operating expenses paid on behalf of a series by its Managers will be reimbursed to such Managers.

Each Manager will bear their own expenses of an ordinary nature, including, all costs and expenses on account of rent (other than for direct expenses for the underlying assets, including storage for wine), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).

If the operating expenses exceed the amount of revenues generated from a series and cannot be covered by any reserves on the balance sheet of such series, our Managing Member may:

Offering and Formation Expenses

Each series of our company will be responsible for the costs and expenses attributable to the formation of series and the offering for that particular series, including expenses allocated to them under our allocation policy (we refer to these as “Offering and Formation Expenses”), see "The Company’s Business—Allocations of Expenses”. If such costs and expenses are paid by a Manager on behalf of the series, the series will reimburse the Manager for such expenditures. We expect that the total Offering and Formation Expenses that will be incurred in connection with Series Wine and Series Music will be $120,000. In accordance with our allocation policy, this amount may be reduced if another series is established by our company. See “The Company’s Business—Allocations of Expenses” for more information on our allocation policy.

Distribution Rights

For each series, our Managing Member intends to declare and pay distributions to the shareholders of that series equal to:

The rate of the Preferred Return will be specific to each series of our company (as set forth in the applicable Series Designation). For Series Wine, the rate of the Preferred Return will be 4%. For Series Music, the rate of Preferred Return will be 4%.

The Service Fee will also be specific to each series. For more information on a Service Fee applicable to a specific series, see the “Management Compensation” section of this Offering Circular.

The Managing Member intends to make distributions on a basis that is appropriate for the underlying assets to the shareholders of a series to satisfy the amount of Preferred Return that has accrued (for the current as well as prior periods). For instance, Series Music may receive royalty payments on a quarterly basis. In that case, we expect the Administrative Manager would pay distributions quarterly as well. See “The Company’s Business – Series Music – Liquidity of Music Assets”. However, for Series Wine, there may only be payments when an asset is sold and a new asset purchased, which may lead to more sporadic payments, see “The Company’s Business – Series Wine – Liquidity of Wine Assets”. There is no requirement to pay distributions at any given time.

Distributions of Preferred Return will be paid out of the available “Free Cash Flow” of a series, which consists of the net income (as determined under GAAP) generated by such series (before accounting for the Service Fee) plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses and/or and amounts that were previously retained as cash reserves that, during such period, the Managing Member determines are no longer needed by our company) and less any capital expenditures related to the underlying assets related to such series. Any amounts remaining after payment of the Preferred Return and Service Fee will be distributed on a pro-rata basis to shareholders of a Series, if available.

Our Administrative Manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of shares except as otherwise limited by law or the operating agreement. See “Securities Being Offered – Distribution Rights” for further details on distributions to shareholders of our series’ shares.

Distributions upon Liquidation

In connection with the liquidation of a series, whether as a result of the dissolution of our company or the termination of such series, all property and Free Cash Flows (excluding any Service Fee accrued and unpaid) in excess of the amounts required to discharge liabilities of that series that are contingent, conditional or unmatured, shall be distributed to the holders of the shares of the series on an equal per share basis. See “Securities Being Offered – Liquidation Rights.”

Management Compensation

Pursuant to our operating agreement, the Asset Manager and Administrative Manager of each series will each receive two fees as compensation for the services they provide to that series: a Service Fee (which will be a percentage of the amount of revenues the series generates) and an Asset Management Fee (which will be a percentage of the value of the assets of the series).

For more information, see the “Management Compensation” section of this Offering Circular.

The Offerings

This offering is for shares of Series Music and Series Wine in StartEngine Collectibles Fund I LLC. The shares being sold in this offering will be non-voting except with respect to certain matters set forth in our limited liability company agreement, dated January 5, 2021 as amended from time to time, or the “operating agreement”. The purchase of a particular series of shares is an investment only in that series of our company and not an investment in our company as a whole. The rights of the shares are described more fully in “Securities Being Offered.”

Implications of Being an Emerging Growth Company

As an issuer with less than $1 billion in total annual gross revenues during our last fiscal year, we will qualify as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and this status will be significant if and when we become subject to the ongoing reporting requirements of the Exchange. An emerging growth company may take advantage of certain reduced reporting requirements and is relieved of certain other significant requirements that are otherwise generally applicable to public companies. In particular, as an emerging growth company we:

We intend to take advantage of all of these reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption of new or revised financial accounting standards under Section 107 of the JOBS Act. Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companies that have opted out of the phase-in periods under Section 107 of the JOBS Act.

Under the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions for up to five years after our initial sale of common equity pursuant to a registration statement declared effective under the Securities Act of 1933, as amended, or such earlier time that we no longer meet the definition of an emerging growth company. Note that this offering, while a public offering, is not a sale of common equity pursuant to a registration statement, since the offering is conducted pursuant to an exemption from the registration requirements. In this regard, the JOBS Act provides that we would cease to be an “emerging growth company” if we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our common stock held by non-affiliates, or issue more than $1.07 billion in principal amount of non-convertible debt over a three-year period.

Certain of these reduced reporting requirements and exemptions are also available to us due to the fact that we may also qualify, once listed, as a “smaller reporting company” under the Commission’s rules. For instance, smaller reporting companies are not required to obtain an auditor attestation on their assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are not required to provide a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements and related MD&A disclosure.

RISK FACTORS

The SEC requires our company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in its line of business, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as hacking and the ability to prevent hacking). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Relating to Our Company’s Operations and Structure

An investment in an offering constitutes only an investment in a particular series and not in our company or the underlying assets.

A purchase of our shares does not constitute an investment in either our company or the underlying assets directly. This results in limited voting rights of the investor, which are solely related to the series. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the operating agreement that would adversely change the rights of the interest holders and removal of our Managing Member for “cause.” The Managing Member thus retains significant control over the management of our company and its underlying assets. Furthermore, because the shares do not constitute an investment in our company as a whole, holders of a particular series of shares will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other series of interest. In addition, the economic interest of a holder in a series will not be identical to owning a direct undivided interest in the underlying assets because, among other things, the series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the underlying assets.

We are a brand-new company with no operating history, which may make it difficult for investors to evaluate our business model and to assess our future viability.

We are a newly formed limited liability company with no operating history upon which an evaluation of our past performance and future prospects of a series. Our operations to date have been limited to organizing our company, identifying the Asset Managers and Administrative Manager, and engaging in activities related to this offering. There is no assurance our company or a series can execute the business strategy successfully or that a particular series will ever be profitable.

Operating Expenses that are incurred after each closing will reduce potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any.

Operating Expenses incurred post-closing will be the responsibility of the applicable series. For our various series, the Operating Expenses may include expenses related to sourcing of the underlying assets (including legal and due diligence fees), perfecting the rights to those assets, and on-going maintenance of those assets (e.g., storage, insurance, administrative fees, etc.). If the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, our Managers may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which our Managers may impose a reasonable rate of interest, and be entitled to reimbursement, and/or (c) cause additional shares of such series to be issued in order to cover such additional amounts.

If there is a reimbursement obligation to a Manager, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors, or could cause delays in distributions of Preferred Return to investors. If additional series interests are issued, this would dilute the current value of the interests held by existing investors and the amount of any future distributions payable to such existing investors.

The success of any series depends in large part upon its Asset Manager and its ability to execute our business plan.

The successful operation of our series is in part dependent on the ability of the Asset Managers to effectively source, acquire and manage the underlying assets. Currently, Vinovest, Inc. serves as the Asset Manager of Series Wine, and Skimmer Music LLC serves as the Asset Manager for Series Music. Vinovest, Inc. has only been in existence since September 2019 and Skimmer Music LLC has only been in existence since November 12, 2016. Each is an early-stage startup company, and has no significant operating history within the fine wine and music sectors, respectively, that would evidence an ability to source, acquire, and manage and the underlying assets of each series. If the method adopted by an Asset Manager for evaluating potential asset acquisitions to fund proves flawed, investors may not receive the expected returns on their investment. Our Asset Managers also may face challenges in adjusting to increased volumes of asset acquisition and management required with the size of investment we are seeking in this offering. If the series Asset Managers cannot effectively scale-up their operations to assist with these increased needs, our business, and therefore your investment, may suffer.

The success of our company (and therefore, each series) will be highly dependent on the expertise and performance of our Asset Managers and their teams, expert networks and other investment professionals. There can be no assurance that these individuals will continue to be associated with our Asset Managers. The loss of the services of one or more of these individuals could have a material adverse effect on the Asset Managers’ ongoing management and support of the investment of the holders of the series shares.

Each series of our company is expected to invest according to its own individualized investment strategy, but only in a single asset class. Therefore, your investment will not be diversified.

It is not anticipated that any series would own any assets other than the particular asset class the series was formed to invest in – i.e. fine wines for Series Wine, and Music Assets (as defined in “The Company’s Business- Series Music” section of this Offering Circular) for Series Music. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to the shares offered hereby.

We may acquire assets that you do not like, and may utilize acquisition methods and criteria with which you do not agree.

Net proceeds from this offering in any of our series may be used to acquire assets for that series with which you may not agree and would not support if you were evaluating the assets directly. You must rely solely on the Asset Managers with respect to the selection, amount and economic merits of each potential acquisition. Asset Managers may pick assets you do not like, do not believe in, even object to or you believe fall outside of the investment criteria or goals of a particular series. Asset Managers also have sole discretion with respect to the amount and methods of due diligence and/or asset verification they undertake before making a decision to purchase assets on behalf of a series, and may not perform such activities to a level you believe is necessary. It is possible that the actions of an Asset Manager will be detrimental to a series – however, even if the decisions of the Asset Manager result in real or perceived negative consequences to a series, you will have no power to control the actions of the Asset Manager of a series as an investor in that series.

A series may never realize sufficient income or capital appreciation for delivering to our investors a preferred return.

While our goal is to generate a preferred return for our investors of the series and to pay investors dividends on a monthly basis, there can be no assurances that we can succeed in doing so or that we will ever pay any dividends. Our operating agreement provides that each series will pay its Managers or their affiliates an Asset Management Fee which may reduce funds available to pay the Preferred Return to investors, or dividends from any Free Cash Flow available after such returns are paid. Further, each series will pay its Managers and their affiliates a Service Fee, which will further reduce any additional dividends payable to investors above their Preferred Return, which lowers the value of your investment (compared to if the Asset Management and Service Fees were not paid to the Managers of a series).

Our Managing Member in its sole discretion ultimately determine what distributions, if any will be made to holders of each series of securities.

Our Managing Member in its sole discretion ultimately determine when and what distributions, if any will be made to holders of each series of securities. For instance, the company may be required to create such reserves as our Administrative Manager deems necessary from time to time to meet future operating expenses, anticipated costs and liabilities of that series. That decision is ultimately reviewed by our Managing Member (consisting of our Administrative Manager) with no independent review or input from our investors. If reserves are created, the Free Cash Flow otherwise available for distribution to holders of securities of that series will be reduced.

Operating expenses will be the responsibility of the applicable series. However, if the operating expenses of the series exceed the amount of revenues generated from the underlying assets related to such series, the Managing Member may issue additional shares in such series; determine that the Managing Member pay such excess operating expenses and not seek reimbursement; and/or enter into an agreement pursuant to which a Manager loans to the series an amount equal to the remaining excess operating expenses, on the Manager may impose a reasonable rate of interest, and be entitled to reimbursement.

In the case of reimbursement, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors of that series.

Any adverse changes in the financial health of our Managers of our Series or their affiliates could hinder a Series’ operating performance and the return on your investment.

Managers of our series have been delegated the responsibilities to manage the operations and portfolio of assets of that particular series. Our ability to achieve our investment objectives and to pay distributions is dependent upon the performance of the Managers of these series and their affiliates as well as the professionals relied on by these Managers in the identification and acquisition of investments and the management of assets in a series. Any adverse changes in the financial condition of the Managers of a series or our relationship with the Managers of a series could hinder their ability to successfully manage the operations and portfolios of that series, negatively impacting your investment in that series.

Our success is dependent, in part, upon our ability to successfully conduct this offering through the StartEngine Platform, which makes an investment in us more speculative.

We will continue to conduct this offering primarily through the StartEngine Platform, which is owned by StartEngine Crowdfunding, LLC. Only a limited number of alternative asset investment opportunities have been offered through the StartEngine Platform prior to this offering. The success of this offering, and our ability to implement our business strategy, is dependent upon our ability to sell our series shares to investors through the StartEngine Platform. If we are not successful in selling our series shares through the StartEngine Platform, our ability to raise proceeds through this offering will be limited and we may not have adequate capital to implement our investment strategy. If we are unsuccessful in implementing our investment strategy, you could lose all or a part of your investment.

Risks Related to Series Music

(In this section, unless the context otherwise requires, “we,” “us,” “our,” or the “series” refers to Series Music).

Our business strategy depends in large part on our ability to acquire Music Assets at a reasonable price and build a portfolio of Music Assets that would give us a predictable long-term income stream.

Our strategy of acquiring, holding and managing Music Assets depends in large part on our ability to build a portfolio of Music Assets for each series. Accordingly, through our Asset Manager, we plan to actively pursue Music Assets with a demonstrated history of generating royalty income, although we have no commitments to enter into any contract to purchase Music Assets at this time. While our Asset Manager has already established an informal network of expert advisors who can support us in asset acquisitions, valuations and negotiations, neither we nor the company has established a formal Advisory Board. There are also no assurances that such Advisory Board, if formed, can refer potential acquisition targets to us, or that our Asset Manager can identify and recommend targets that fit our investment criteria.

We do not know if intellectual property rights owners will agree to sell us all or any percentage of their Music Assets. They may give more time and attention to other suitors which are better funded or better known, or have a longer operational history than us.  They may also not view the contract to sell Music Assets as an attractive value proposition due to any number of factors, including differing expectations of an appropriate purchase price, which may be based on any number of factors, such as:

Even if we are successful in acquiring Music Assets, competition may compel us to purchase such Music Assets at prices that are higher than what would otherwise be the case. Moreover, despite our due diligence efforts, our valuations, including the assumptions underlying those valuations, may be inaccurate or incomplete resulting in lower than expected income streams. Success of our business strategy will also depend on our ability to anticipate and keep up with technological developments and consumer preferences. If we are unable to implement our strategy successfully or properly react to changes in market conditions, the financial condition, results of operations and cash flows of our series or a series could be adversely affected.

Income generated by Music Assets may be reduced if the recorded music industry fails to grow or streaming revenue fails to grow at a sufficient rate to offset download and physical sales declines.

Legal digital music has rapidly grown since 2003, and revenue from music downloads and streaming services have emerged, with streaming revenue experiencing multi-year growth and currently accounting for more than 50% of the overall revenue in the recorded music business. According to the International Federation of the Phonographic Industry (“IFPI”), digital downloads accounted for only 5.9% of global digital recorded music revenue in 2019. Although revenue from digital downloads fell by 15.3% in 2019, that decline was more than offset by the 22.9% increase in streaming revenue in 2019.

There can be no assurances that this growth pattern will persist or that digital revenue will grow at a rate sufficient to offset declines in physical sales, or that changes in streaming models will not negatively impact income generated from our Music Assets. A declining recorded music industry is likely to lead to reduced levels of revenue and operating income generated by the recorded music business. There are also a variety of factors that could cause the prices in the recorded music industry to be reduced. They are, among others, consumption during a global pandemic and fear for economic downturns, price competition from the sale of motion pictures and videogames in physical and digital formats, the negotiating leverage of mass merchandisers, big-box retailers and distributors of digital music, the increased costs of doing business with mass merchandisers and big-box retailers as a result of complying with operating procedures that are unique to their needs and any associated changes.

Changes in technology may affect our ability to receive payments from Music Assets.

The recorded music business is dependent in part on technological developments, including access to and selection and viability of new technologies, and is subject to potential pressure from competitors as a result of their technological developments. For example, the recorded music business may be further adversely affected by technological developments that facilitate the piracy of music, such as Internet peer-to-peer filesharing activity, by an inability to enforce intellectual property rights in digital environments, and by a failure to develop successful business models applicable to a digital environment. The recorded music business also faces competition from other forms of entertainment and leisure activities, such as cable and satellite television, motion pictures, and videogames, whether in physical or digital formats. The new digital business, including the impact of ad-supported music services, some of which may be able to avail themselves of “safe harbor” defenses against copyright infringement actions under copyright laws, may also limit the recorded music industry’s ability to receive income from Music Assets. Due to such “safe harbor” defenses, revenue from ad-supported music services may not fully reflect increases in consumption of recorded music. In addition, the recorded music industry is currently dependent on a small number of leading digital music services, which allows such services to significantly influence the prices that can be charged in connection with the distribution of digital music. It is possible that the share of music sales by a small number of leading mass-market retailers, as well as online retailers and digital music services, will continue to grow, which could further increase their negotiating leverage and put pressure on prices, ultimately decreasing the income we will receive from Music Assets.

Failure to obtain, maintain, protect and enforce our intellectual property rights could substantially harm our business, operating results and financial condition.

The success of our business depends on our ability to obtain, maintain, protect and enforce our copyrights and other intellectual property rights related to the Music Assets. The measures that we take to obtain, maintain, protect and enforce our intellectual property rights, including, if necessary, litigation or proceedings before governmental authorities and administrative bodies, may be ineffective, expensive and time-consuming and, despite such measures, third parties may be able to obtain and use our intellectual property rights without our permission. Additionally, changes in law may be implemented, or changes in interpretation of such laws may occur, that may affect our ability to obtain, maintain, protect or enforce our intellectual property rights. Moreover, with Music Assets, it is possible that despite our due diligence efforts there could be successful challenges by third parties to the ownership of a particular copyright or royalty stream or, if acquired as a group of assets, the entire group in which case the value of the asset(s) might be significantly less valuable, or of no value. Failure to obtain, maintain, protect or enforce our intellectual property rights could harm our brand or brand recognition and adversely affect our business, financial condition and results of operation.

Digital piracy may lead to decreased sales in the recorded music industry and affect our ability to receive income from Music Assets.

The combined effect of the decreasing cost of electronic and computer equipment and related technology such as the conversion of music into digital formats have made it easier for consumers to obtain and create unauthorized copies of music recordings in the form of, for example, MP3 files. For example, based on a global study conducted by IFPI in April 2018, more than one-third of music consumers pirated music, and that approximately 32% of the music privacy took place via stream-ripping. Such piracy will have a negative effect on revenues attributable to Music Assets we acquire. In addition, while growth of music-enabled mobile consumers offers new opportunities for growth in the music industry, it also opens the market up to risks from behaviors such as “sideloading” and mobile app-based downloading of unauthorized content. As the business shifts to streaming music or access models, piracy in these models is increasing. For example, the practice of “stream-ripping,” where websites or software programs enable end-users to obtain an unauthorized copy of the audio file associated with a music video, is a growing practice among young people and in parts of the world with high mobile data costs. Research conducted by Ipsos, a recognized third-party market research firm, in conjunction with IFPI, shows that nearly half of the people aged 16 to 24 use software to make illegal copies of streamed music. This activity, known as stream ripping, has now become the top form of music piracy. The impact of digital piracy on legitimate music sales and subscriptions is hard to quantify but we believe that illegal filesharing and other forms of unauthorized activity has a substantial negative impact on music sales and on the royalty income that we may receive, including royalties derived from Music Assets. The music industry is working to control this problem in a variety of ways including by litigation, by lobbying governments for new, stronger copyright protection laws and more stringent enforcement of current laws, through graduated response programs achieved through cooperation with Internet service providers and legislation being advanced or considered in many countries, through technological measures and by enabling legitimate new media business models. However, we do not know whether such measures will be effective, and if such measures are not effective, our royalty income derived from our Music Assets may decrease.

Organized industrial piracy may lead to decreased sales in the recorded music industry and affect our ability to receive income from Music Assets.

The global organized commercial pirate trade is a significant threat to content industries, including the music sector. A 2016 study by Frontier Economics estimates that digitally pirated music, movies and software could reach between $384 to $856 billion in value by 2022. Unauthorized copies and piracy have contributed to the decrease in the volume of legitimate sales and may have an adverse impact on our ability to receive royalty income from Music Assets we acquire.

Sellers of the assets do not owe any fiduciary duties to us or our investors, and they have no obligation to enhance the value of the underlying Music Assets or disclose information to our investors.

The intellectual property owners have no obligation to enhance the value of the underlying Music Assets we may acquire. For example, the recording artist may decide to retire which may have the effect of decreasing future royalty income on the music. Furthermore, neither the recording artist nor the intellectual property rights owner owe any fiduciary duties to us or our investors. Our investors will have no recourse directly against the recording artist or the intellectual property rights owner, either under the agreement to purchase the Music Assets or under state or federal securities laws.

We may own passive interests in the Music Assets, and for those assets will not be able to direct the operations of those Music Assets.

We intend that the great majority of our future revenue will be derived from Music Assets administered by third parties. In nearly all cases, we will have no administration rights to the underlying IP. At present, we intend that most of our involvement with the underlying Music Assets will be limited to coordinating audits, and we will have limited or no authority regarding the promotion, exploitation, or enforcement of the underlying intellectual property. While at some point in the future we may seek to take on a more active managerial role over the assets we acquire to attempt to increase revenues produced from these assets, at present, our financial results are indirectly subject to hazards and risks normally associated with the continued success of music intellectual property. Our strategy of having others operate or manage portfolios of the Music Assets we acquire puts us and the series generally at risk to the decisions of others regarding operating decisions. For example, the intellectual property rights owners may determine to pull certain music from certain digital distributions in an attempt to bargain for high royalty rates. If this occurs and higher royalty rates are not received, the royalty income we are entitled to receive may be adversely affected.

Risks Related to Series Wine

(In this section, unless the context otherwise requires, “we,” “us,” “our,” or the “series” refers to Series Wine.)

Vinovest, Inc. utilizes an algorithm to make investment decisions. There is no guarantee that this Wine Algorithm will be successful in selecting wines that will generate returns.

Vinovest, Inc. has developed an algorithm designed to select undervalued, appreciating wines to invest in (the “Wine Algorithm”). Although the proprietary Wine Algorithm utilized by Vinovest, Inc. is based upon certain quantifiable characteristics, there is no assurance that the Wine Algorithm will accurately assess the risks associated with the wine asset being sought or successfully choose wines that will appreciate in value. In addition, certain criteria that the Wine Algorithm uses to select wines is subjective in nature, such as the opinions of wine critics and sommeliers. For all data utilized by the Wine Algorithm, Vinovest, Inc. endeavors to use data from reputable sources in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, recommendations made by the Wine Algorithm may be based off of inaccurate information, which could lead to underperforming wines, and, as result, may harm the value of your investment in this series.

Wine is hard to value and any valuations obtained are not guarantees of realizable price.

Wine can be difficult to value. We will strive to obtain proper valuations of the underlying assets based on quantifiable data (e.g. market performance, previous sales history, etc.) – however, valuations will also be based on subjective opinions of expert and the Asset Manager of our series, which may be inaccurate. As relevant, our Asset Manager will strive to sources data from reputable valuation providers in our industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.

The value of the underlying assets can go down as well as up. Valuations are not guarantees of realizable price, do not necessarily represent the price at which our shares may be sold. The value of the underlying assets may be materially affected by a number of factors outside of our control, including, any volatility in the economic markets and the condition of the underlying assets.

Competition in the fine wine industry from other business models may make it difficult to obtain desirable wines.

There is potentially significant competition for wines from many different market participants. While the majority of transactions continue to be consumer-based, other market players such as wine investment funds continue to play an increasing role, increasing competition for wines in an industry that is traditionally competitive for desirable wines. As a result of this intense competition, there has been, and may continue to be, increased difficulty in acquiring certain desirable fine wine assets. This competition may impact the liquidity of a series, as it is dependent on our acquiring attractive and desirable underlying assets to ensure that there is an appetite of potential investors for the shares. In addition, there are companies that are developing crowd funding models for other alternative asset classes such as art, agriculture, or collectibles, who may decide to enter the fine wine market as well.

Potentially high storage, maintenance and insurance costs for the wines we acquire may adversely impact the value of the related series and the amount of distributions made holders of shares.

In order to protect and care for the wines we may acquire, our Asset Manager must ensure adequate storage facilities, maintenance work and insurance coverage. The cost of care may vary from year to year depending on changes in the insurance rates for covering fine wines and changes in the cost of storage for the fine wines. It is anticipated that as we acquire more wines, our Asset Manager may be able to negotiate a discount on the costs of storage, maintenance and insurance due to economies of scale. These reductions are dependent on our acquiring a number of fine wines and service providers being willing to negotiate volume discounts and, therefore, are not guaranteed.

If costs turn out to be higher than expected, this will impact the value of the series, the amount of distributions made to investors holding the series, on potential proceeds from a sale of the wines (if ever), and any capital proceeds returned to investors after paying for any outstanding liabilities.

There is no assurance that the wines we purchase will appreciate in value, and in fact, they may decrease in value.

There is no guarantee that any wines we acquire will appreciate in value. There are a number of events that could cause our wines to depreciate in value or not appreciate as anticipated, including, but not limited to,

Any of the above occurrences would have a material adverse effect on the value of our wines, and as such, the value of your investment in the series.

The loss of certain relationships of the series or our Asset Manager may impair our ability to effectively source wines.

We will source our wines direct from wineries, global wine exchanges, and merchants. At times, it may be beneficial to utilize the network and relationships of the master sommeliers and wine directors that directly work for, or are affiliated with, our business and the business of our Asset Manager. The loss of any of these relationships or individuals could impair our ability to effectively source desirable wines, and could have a material adverse impact on our operating results.

Forced sale of a wine asset at a lower value than when the wine asset was first acquired may diminish the value of the series that owns that particular wine.

We may be forced to sell wines we have acquired in the case of an unexpected event necessitating us to acquire cash, and such a sale may occur at an inopportune time or at a lower value than when the wine was first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the wine. In such circumstances, the capital proceeds obtained for the wine, and therefore, the return available to investors, may be lower than could have been obtained if the wine continued to be held by us and sold at a later date.

If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment. Further, we may have to hold on to wine assets for a long period of time, which may not be suitable for some investors.

Our strategy is to acquire fine wines, hold such assets for a period of time (on average between one to five years) and then sell such assets at a premium over our acquisition price so that investors in our series can make a return on their investment. If we are unable to sell a wine at a time when we desire to do so or at all, we may not be able to realize a return on that investment, or lose that investment altogether. Further, we may be required to hold our wine assets for a long period of time before we are able to monetize (i.e. sell) such assets, which could result in long periods of time in which investors to not realize returns on their investments in Series Wine. This may make an investment in Series Wine unsuitable for investors that cannot withstand such long holding periods.

Potential loss of or damage to an underlying asset could adversely impact the value of the underlying asset, the series related to the underlying asset, or the likelihood of any distributions made by us to investors.

Our wines may be lost or damaged by causes beyond our reasonable control when in storage or in transit. In general, any damage to our wine assets (most commonly, bottle breakage or spoilage of wine) generally results in a complete loss of value of the underlying asset. Although we intend for the underlying assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the underlying assets can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value of the damaged or broken wine asset. Such an occurrence would negatively affect the value of our wine portfolio, consequently, the series related to those wine assets, as well as the likelihood of any distributions being made by us to the investors.

Risks Related to Potential Conflicts of Interest

Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our Managers and Managing Member.

Our operating agreement provides that each of our Managers and Managing Member, in exercising its rights in its capacity as Manager or Managing Member, as applicable, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors and will not be subject to any different standards imposed by our operating agreement, the Limited Liability Company Act (the “LLC Act”) or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.

Our Managers face a conflict of interest because the amount they receive for services performed for us is based on our Free Cash Flow, for which they are responsible for calculating.

Our operating agreement provides that each series will pay its Managers or their affiliates a Service Fee (half of which shall go to the Asset Manager, with the remaining half to the Administrative Manager). See “Management Compensation” for further details. The calculation of our Free Cash Flows involves certain subjective judgments including determining the amount to set aside for reserves, and assumptions for depreciations or classification of certain cash amounts. Because the calculation of the Free Cash Flow involves subjective judgment, there can be no assurance that the assumptions used by our internal accountants and team members of our Administrative Manager and Asset Manager to calculate our Free Cash Flow, or the resulting Free Cash Flow, will be identical to the assumptions that would be used, or the Free Cash Flow that would be calculated, by an independent consultant. In addition, our Managers may benefit by selling or disposing of our assets at times when our shareholders may be better served by holding our assets or may benefit from increasing the amount of risk in a series in order to increase the amount they may receive in a particular year as their Service Fee.

Conflicts may arise from allocations of income and expenses as between series.

There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series and certain series may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, including how it may impact our Service Fee, our Managers would be conflicted from acting in the best interests of our company as a whole. While we presently intend to allocate expenses as described in “The Company’s Business—Allocations of Expenses,” our Managers have the right to change this allocation policy at any time without further notice to investors.

There may be conflicting interests among our Managers and investors.

Our Managing Member has the ability to unilaterally amend the operating agreement and allocation policy. As our Managing Member is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as the Administrative Manager of our company or a series or may amend it in a way that is not beneficial for all investors. In addition, the operating agreement seeks to limit the fiduciary duties that our Managing Member owes to investors in our company and its series. Therefore, our Managing Member is permitted to act in its own best interests rather than the best interests of the investors. See “The Company’s Business” for more information.

Conflicts may exist between legal counsel, our company, our Asset Managers and their affiliates.

Our legal counsel is also counsel to our Asset Managers and their affiliates, and may serve as counsel with respect to a series. Because such legal counsel represents both our company and such other parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between us and any of the other parties, legal counsel may represent such other parties and not our company or a series. Legal counsel may, in the future, render services to us or other related parties with respect to activities relating to our company as well as other unrelated activities. Legal counsel is not representing any prospective investors in connection with any offering and will not be representing equity holders of our company other than our Asset Managers, although the prospective investors may rely on the opinion of legal counsel with respect to the validity of the securities filed as Exhibit 12.1 to the offering statement. Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in our securities.

Certain aspect of the compensation structure we have in place for Managers of our Series  may lead to conflicts of interest between a Series and its investors.

Manager of a series are entitled to a Service Fee which will be at least 50% of any Free Cash Flow after payment of the Preferred Return (half of which will go to the Asset Manager of that series, with the remaining half going to the Administrative Manager) (See the “Management Compensation” section this Offering Circular). Preferred Return must be paid to investors in a series before the Managers of a series can receive their Service Fee. If a Series is underperforming, it may be very difficult for the Managers to generate enough cash flow to earn a Service Fee – especially in light of the fact that Preferred Return accrues if not paid. This could have an adversely affect the incentives for the Series Managers to perform their duties, and may cause they do not perform their duties altogether for a Series. Such a result would adversely impact the value of your investment in that particular series.

Asset Managers for our Series may face Conflicts of Interest resulting from providing services to our Series and to other entities to which the Asset Managers provide services.

The Asset Managers for our Series are not required to work exclusively for our Series. Such Asset Managers may perform similar services for other funds and entities. There is a risk that the Asset Managers will allocate desirable assets to funds other than the series that you have invested in, if, for example, the Asset Manager is entitled to a more favorable compensation structure with another entity for which it provides services. If the Asset Manager for your Series does not allocate at least equal assets to each of the companies with which it works, it may harm the value of your investment in that series.

Risks Relating to the Offering and Ownership of Our Shares

We intend to have our securities quoted on a new alternative trading system (“ATS”), and there can be no assurances that any public market will ever develop; even if developed, trading is likely to be subject to significant price fluctuations.

The only formal marketplace for the resale of our securities will be StartEngine Secondary, an ATS operated by our affiliate, StartEngine Primary LLC. StartEngine Secondary is a new entrant to the alternative trading system market and our securities have yet to be resold on the ATS. Consequently, there can be no assurances as to whether:

Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investments. Until an orderly market develops in the shares of any series, if ever, the price at which they trade is likely to fluctuate significantly. Prices for shares in a series will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for those shares, developments affecting our business, including the impact of the factors referred to elsewhere in these risk factors, investor perception of our company and a particular series and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of a series. We cannot assure you that trading prices for shares of a particular series will not be significantly lower than the price at which such securities are sold in this offering.

Investors in this offering may not be entitled to a jury trial with respect to claims arising under our operating agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the operating agreement.

Investors in this offering will be bound by our operating agreement, which establishes the rights of members and rules for governance of our company. Under Section 15.08 of our operating agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the operating agreement, or the action of becoming an interest holder in a series. This includes legal actions that include claims based on federal securities law. By subscribing to an offering of a series, the investor agrees to adhere to the operating agreement, and knowingly and voluntarily waives the investor’s jury trial rights.

If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the operating agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the operating agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.

If you bring a claim against our company in connection with matters arising under the operating agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the operating agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.

Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the operating agreement with a jury trial. No condition, stipulation or provision of the operating agreement serves as a waiver by any member of a series or by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.

Our operating agreement has a forum selection provision that requires that certain disputes be resolved in the Court of Chancery of the State of Delaware, regardless of convenience or cost to shareholders.

Under Section 15.08 of our operating agreement, shareholders are required to resolve disputes related to the governance of our company in the Court of Chancery located in the State of Delaware. The forum selection provision applies to any suit, action, or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with our operating agreement, or the transactions authorized by the agreement, including that of the admission of shareholders to a series of our company.

Our operating agreement further provides that, should the Court of Chancery in the State of Delaware not have jurisdiction over the matter, the suit, action, or proceeding may be brought in the appropriate federal or state court located in the State of Delaware. We intend for his forum selection provision to also apply to claims brought under federal securities law. Our company acknowledges that, for claims arising under the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, requiring such matters to be heard in federal court. In contrast, Section 22 of the Securities Act provides for concurrent jurisdiction between federal and state courts for matters arising under the Securities Act.

The forum selection provision in our operating agreement may limit shareholders’ ability to obtain a favorable judicial forum for disputes with us our Managers, employees or agents, which may discourage lawsuits against us and such persons. The requirement that any action be heard in a competent court in the State of Delaware may also create additional expense for any person contemplating an action against our company, or limit the access to information to undertake such an action, further discouraging lawsuits.

It is also possible that, notwithstanding the forum selection clause included in our operating agreement, a court could rule that such a provision is inapplicable or unenforceable. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in, an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

If our series limited liability structure is not respected, then investors may have to share in any liabilities of our company with all investors and not just those who hold the same series of interests as them.

Our company is structured as a Delaware series limited liability company that issues different series of interests for each underlying asset or group of underlying assets. Each series of interest will merely be a separate series and not a separate legal entity. Under the LLC Act, if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding one series of interests is segregated from the liability of investors holding another series of interests and the assets of one series of interests are not available to satisfy the liabilities of other series of interests. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. state or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If our series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold the same series of interests as them. Furthermore, while we intend to maintain separate and distinct records for each series of interests and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series of interests. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their interests or the likelihood of any distributions being made by the series to the investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series of interests should be applied to meet the liabilities of the other series of interests or the liabilities of our company generally where the assets of such other series of interests or of our company generally are insufficient to meet our liabilities.

If any fees, costs and expenses of our company are not allocable to a specific series of interests, they will be borne proportionately across all of the series of interests. Although our Managing Member (with assistance from the Administrative Manager) will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “The Company’s Business—Allocations of Expenses”), there may be situations where it is difficult to allocate fees, costs and expenses to a specific series of interests and therefore, there is a risk that a series of interests may bear a proportion of the fees, costs and expenses for a service or product for which another series of interests received a disproportionately high benefit.

Possible changes in federal/local tax laws or the application of existing federal/local tax laws may result in significant variability in our results of operations and tax liability for the investor.

The Internal Revenue Code of 1986, as amended, is subject to change by Congress, and interpretations may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any series of shares of our company would be limited to prospective effect. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.

Furthermore, investors may reside in various tax jurisdictions throughout the world. Failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities. 

DILUTION

Under our operating agreement, we have authority to issue an unlimited number of additional shares or other securities in each series. After your purchase in this offering, the Managing Member may elect to: (i) sell additional shares in this or future public offerings (whether on Form 1-A or otherwise), (ii) issue equity interests in private offerings or (iii) issue shares for payment as compensation our Managers or third-parties. To the extent we issue additional shares in a series after your purchase shares of that series in this offering, your percentage ownership interest in that series will be diluted. In addition, depending upon the terms and pricing of any additional offerings and the value of our investments, you could also experience dilution in the book value and fair value of your shares.

PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

We are offering, on a best efforts basis, the shares (consisting of membership interests) of each of the series of our company in the “Series Offering Table” beginning on page 3 of this Offering Circular. The offering price for each series was determined by our Administrative Manager.

The maximum offering amount in this offering is a total of $15,000,000, assuming a maximum raise of $5,000,000 of Series Wine, representing 500,000 shares, and a maximum raise of $10,000,000 of Series Music, representing 1,000,000 shares. The minimum investment in each of Series Music and Series Wine is $500, or 50 shares.

The company is initially offering its securities in all states other than Arizona, Florida, Texas and North Dakota. The company may choose to make the appropriate filings to become an “issuer-dealer” in these states, or to record company officers as agents, in which case it will start to sell in those states. In the event the company makes arrangements with a broker-dealer (including an affiliated broker-dealer) to sell into these or other states, it will file a Supplement to this Offering Circular.

The company’s Offering Circular will be furnished to prospective investors in this offering via download 24 hours a day, 7 days a week on the startengine.com website.

Process of Subscribing

After the Commission has qualified the Offering Statement, we will accept tenders of funds to purchase the shares of Series Wine or Series Music. Prospective investors who submitted non-binding indications of interest during the “test the waters” period will receive an automated message from us indicating that the offering for a particular series is open for investment.

The company may close on investments on a “rolling” basis (so not all investors will receive their shares on the same date). Investors may subscribe by tendering funds by wire, credit, or debit card or ACH transfer to the escrow account to be set up by the Escrow Agent. Tendered funds will remain in escrow until closing has occurred. Upon closing, funds tendered by investors will be made available to the company for its use.

Investors will be required to complete a subscription agreement in order to invest in a particular series. The subscription agreement includes a representation by the investor to the effect that, if the investor is not an “accredited investor” as defined under securities law, the investor is investing an amount that does not exceed the greater of 10% of his or her annual income or 10% of your net worth (excluding the investor’s principal residence).

The subscription procedure is summarized as follows:

The company has entered into an Escrow Services Agreement with Prime Trust LLC (“Prime Trust” or the “Escrow Agent”). Prime Trust is a Nevada registered trust company that offers escrow services as well as an integrated technology platform for processing investment transactions. The company has agreed to pay Prime Trust: (i) technology transaction fee of $2.50 per for each subscription processed regardless if the company accepts the investment, (ii) $250 for escrow account set up fee, (iii) $25 per month for so long as the offering is being conducted, (iv) for investments over $2,000, $2 per domestic investor (individual) and $5 per domestic investor (entity) for anti-money laundering check (up to $60 for international investors (individuals) and $75 for international investors (entities)), (v) $3.00 per investor (one-time accounting fee upon receipt of funds), and (vi) any applicable fees for fund transfers (ACH $1, check $10, wire $15 or $35 for international). Each series will generally be responsible for fees due to the Escrow Agent, which are categorized as Offering Expenses.

Investor funds will be held by the Escrow Agent pending closing or termination of the offering.  All subscribers will be instructed by the company or its agents to transfer funds by wire, credit or debit card, or ACH transfer directly to the escrow account established for this offering. The company may terminate the offering for a particular series at any time for any reason at its sole discretion. Investors should understand that acceptance of their funds into escrow does not necessarily result in their receiving shares; escrowed funds may be returned.

Prime Trust is not participating as an underwriter or placement agent or sales agent of this offering and will not solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, and no communication through any medium, including any website, should be construed as such, or distribute this Offering Circular or other offering materials to investors. The use of Prime Trust’s technology should not be interpreted and is not intended as an endorsement or recommendation by it of the company or this offering. All inquiries regarding this offering or escrow should be made directly to the company.

In the event that the company terminates the offering while investor funds are held in escrow, those funds will promptly be refunded to each investor without deduction or interest and in accordance with Rule 10b-9 under the Exchange Act.

No Minimum Offering Amount

There is no minimum offering amount in this offering and the company may close on any funds that it receives. Potential investors should be aware that there can be no assurance that any other funds will be invested in this offering other than their own funds.

No Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Transfer Agent and Registrar

The company has engaged StartEngine Secure LLC, a registered transfer agent with the SEC, who will serve as transfer agent to maintain shareholder information on a book-entry basis. StartEngine Secure LLC is an affiliate of our company and its Managers.

Provisions of Note in Our Subscription Agreement

While there is a separate subscription agreement that will be used in connection with each series’ offering, the same form of subscription agreement will be used for each series. Our “form” subscription agreement includes forum selection provisions that require any claims against the company based on the subscription agreement not arising under the federal securities laws to be brought in a court of competent jurisdiction in the State of Delaware. These forum selection provisions may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted these provisions to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers not to lose a significant amount of time traveling to any particular forum so they may continue to focus on operations of the company.

Jury Trial Waiver

The subscription agreement that investors will execute when investing in a series of our company provides that subscribers waive the right to a jury trial of any claim they may have against us arising out of or relating to the subscription agreement. By signing the subscription agreement, the investor warrants that the investor has reviewed this waiver with the investor’s legal counsel, and knowingly and voluntarily waives his or her jury trial rights following consultation with the investor’s legal counsel. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the subscription agreement with a jury trial. No condition, stipulation, or provision of the subscription agreement serves as a waiver by us, or by any investor, of compliance with any provision of the federal securities laws and the rules and regulations promulgated under those laws. The subscription agreement must be delivered to us and funds for the subscribed amount must be delivered in accordance with the instructions stated in the subscription agreement. Investors will specify whether they will purchase shares via credit card, wire transfer, or ACH transfer.

Our form subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing an amount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

USE OF PROCEEDS TO ISSUER

The allocation of the net proceeds of each offering set forth below represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Managers of each series reserve the right to modify the use of proceeds based on the factors set forth below. Neither our company nor any series are expected to keep any of the proceeds from any offering.

Series Music

The table below sets forth our estimated use of proceeds from this Series Music offering, assuming we sell in this offering $10,000,000 of Series Music shares (the “Series Music Shares”), the maximum offering amount. Our Series Music Shares will be offered at $10.00 per share, an amount that was arbitrarily determined by our Managers, until June 30, 2022. After that date, our price per share will be adjusted annually and will be based on our NAV as of December 31, commencing on December 31 of the applicable year. For example, if commenced on December 31, 2021, we would expect the price per share to be paid during 2022 to be based on the NAV calculated as of December 31, 2021.

We expect to use substantially all of the net proceeds from this offering (after reimbursement of offering and formation expenses to our Asset Manager and Managing Member) to finance the acquisition of Music Assets (as described in the “The Company’s Business” section of this Offering Circular) and pay our operating expenses.

Series Music reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

Series Wine

The table below sets forth our estimated use of proceeds from this Series Wine offering, assuming we sell in this offering $5,000,000 in Series Wine shares (the “Series Wine Shares”), the maximum offering amount. Our Series Wine Shares will be offered at $10.00 per share, an amount that was arbitrarily determined by our Managers, until June 30, 2022. After that date, our price per share will be adjusted annually and will be based on our NAV as of December 31, commencing on December 31 of the applicable year. For example, if commenced on December 31, 2021, we would expect the price per share to be paid during 2022 to be based on the NAV calculated as of December 31, 2021.

We expect to use substantially all of the net proceeds from this offering (after reimbursement of offering and formation expenses to our Asset Manager and Managing Member) (i) to finance the acquisition of fine wine assets (90%), and (ii) pay operating expenses, which will include primarily storage and insurance costs related to our wine assets (10%).

Series Wine reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

THE COMPANY’S BUSINESS

Overview

At StartEngine Collectibles Fund I LLC, we believe that alternative assets are capable of delivering quality returns to investors. However, investing in alternative assets can often require significant financial resources and significant knowledge about the underlying assets and the industry. Due to these high barriers to entry, access to investments in alternative assets have been restrained to a fraction of the global economy. Even those that do have access to top quality alternative investments are faced with high fees, lack of transparency, and significant operational overheads. With high transactional costs and low transaction volumes, investors in alternative assets often suffer from illiquidity, resulting in long holding periods that make such investments inaccessible for many investors.

We plan to democratize alternative asset investing by providing access, liquidity and transparency. For different assets classes we have and are gathering a team of individuals with knowledge and experience needed to select and actively manage the assets. Further, we will be utilizing the platform of our parent company, StartEngine Crowdfunding, Inc., to post our offerings under Regulation A to every day investors. Investing in our series will give investors access to alternative assets such as wine, copyright assets, contractual royalty rights, and any other unique or alternative assets (which we call “collectible” assets) that we deem to be valuable.

History and Structure

StartEngine Collectibles Fund I LLC is a series limited liability company formed on October 14, 2020 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.

As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series of interests. We intend that each series of interests will own its own underlying assets, which will be works of art or other collectibles. A new series of interests will be issued for future art or collectibles or other alternative assets to be acquired by us.

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. As such, the assets of a series include only the assets associated with that series and other related assets (e.g., cash reserves).

Members of our company

Members of our company include owners of shares of our company or shares of our series.

An investor who has purchased shares in one of our series in this offering will become an “Economic Member” of our company (as defined in our operating agreement). No Economic Member, in its capacity as such, will participate in the operation or management of the business of our company or any series, nor transact any business in our company or any series.

Managers of our company

As set forth in its operating agreement, StartEngine Collectibles Fund I LLC has two Managers – a Managing Member, and an Administrative Manager.

Managing Member

StartEngine Assets, LLC, a Delaware limited liability company formed on May 18, 2021 is the Managing Member of our company, As Managing Member, it has the full power and authority to do, and direct other Managers of our company or series to do, any and all things it determines to be necessary or appropriate to conduct the business of our company and each series, without the consent of our Economic Members.

In the event of the resignation of our Managing Member of its rights, obligations and respective title as a Managing Member, the non-resigning Managers of our company will nominate a successor Managing Member and the vote of a majority of the shares held by Economic Members will be required to elect a successor Managing Member.

Holders of shares in each series have the right to remove the Managing Member, by a vote of two-thirds of the holders of all shares in each series (excluding our Managing Member), in the event our Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company. If so convicted, our Managing Member shall call a meeting of all of the holders of every series of shares within 30 calendar days of such non-appealable judgment at which the holders may vote to remove our Managing Member as Managing Member of our company and each series. If our Managing Member fails to call such a meeting, any interest holder will have the authority to call such a meeting. In the event of its removal, our Managing Member shall be entitled to receive all amounts that have accrued and are due and payable to it. If the holders vote to terminate and dissolve our company (and therefore each series), the liquidation provisions of the operating agreement shall apply (as described in “Securities Being Offered—Liquidation Rights”). In the event our Managing Member is removed as Managing Member of our company, it shall also immediately cease to be Managing Member of each series.

Administrative Manager

StartEngine Assets, LLC is also the Administrative Manager of our company. As the Administrative Manager, StartEngine Assets, LLC will be the investor liaison to our company, and will, among other things, assist with communications to our investors, provide shareholder services to our investors, and handle the distributions of dividends, and overseeing our shareholder records. StartEngine Assets, LLC will coordinate with its affiliates who will serve our company in various capacities, including StartEngine Secure, LLC, who will act as our transfer agent, StartEngine Primary, LLC, who, through its alternative trading system, StartEngine Secondary, LLC, who will facilitate resales of our shares, and StartEngine Crowdfunding Inc. that owns and operates an online investment platform www.startengine.com where investors will be able to purchase shares of our series.

Other Management Provisions

The Managing Member will generally not be entitled to vote on matters submitted to the holders of our shares.  Our Managing Member will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as Managing Member.

The operating agreement further provides that our Managing Member, in exercising its rights in its capacity as the Managing Member, will be entitled to consider only such shares and factors as it desires, including its own shares, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any series of shares or any of the interest holders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the operating agreement provides that our Managing Member will not have any duty (including any fiduciary duty) to our company, any series or any of the interest holders.

Series of the Company

The Managing Member of our company may, at any time and from time to time cause the Company to establish in writing (each, a “Series Designation”) one or more series of the company. The terms and conditions for each series established will be set forth in the Series Designation, as applicable, for the series, and the Series Designation will, upon approval by the Managing Member, become a part of our operating agreement.

The Series Designation establishing a series may:

In the event of a conflict between the terms and conditions of our operating agreement and a Series Designation, the terms and conditions of the Series Designation will control.

Each of the series of our company operates as if it were a separate limited liability company.

Managers of our Series

Our operating agreement requires that each series of our company have an Asset Manager and Administrative Management, which will be set forth in the applicable Series Designation of a series of our company (the terms of which are set by our Managing Member.) The Managing Member is also the Managing Member of each series, but does not intend to govern the day-to-day operations of any series of our company.

Asset Manager

The primary duty of the Asset Manager is to manage the underlying assets related to its series. The Asset Manager has sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset held by a series and to take any action that it deems necessary or desirable in connection therewith. It also is responsible for directing or performing the day-to-day business affairs of a series, including identifying assets for acquisition.

Administrative Manager.

Each series must also have an Administrative Manager. Unless otherwise noted in the series designation for a particular series, StartEngine Assets, LLC will serve as the Administrative Manager for each series, and will perform substantially the same services as it does for our company.

Our Managing Member has delegated to the series Managers broad asset management and operational powers over the series. In these capacities, the series Managers of a particular series will (among other things):

Other Rights of our Managers

No Managers or any of their Affiliates who hold any shares of any series of the company will be entitled to vote on matters submitted to the shareholders.

Our operating agreement further provides that each Manager of the company or a series, in exercising its rights in its capacity as a Manager, will be entitled to consider only such shares and factors as it desires, including its own shares, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any series of shares or any of the shareholders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the operating agreement provides that our Managers will not have any duty (including any fiduciary duty) to our company, any series or any of the interest holders.

Advisory Board

Our Managing Member may establish an advisory board comprised of experts in a particular industry to provide guidance and strategic advice to our company, or a particular series of our company. For our company, this may be advising on the creation of a particular series with a new asset class focus. For our series, this may be assisting in identifying, acquiring, and managing the particular assets of that series, or advising on other general business matters.

Members of the Advisory Board will not be Managers or officers of our company or any series and will not have any fiduciary or other duties to the shareholders of any series.  They will not be entitled to compensation by our company or any series in connection with their roles as members of the Advisory Board, but our company or any applicable series will reimburse a member of the Advisory Board for any out of pocket expenses or t5rtt5tactually incurred by it or any of its affiliates on behalf of our company or series.

Operating Expenses

Each series will be responsible for the following costs and expenses attributable to the activities of our company related to such series (we refer to these as “Operating Expenses”):

Operating expenses may be paid by the Managers of a series on behalf of the series. If so, the series will reimburse the Managers for such Operating Expenses.

Our Managers will bear their own expenses of an ordinary nature, including, all costs and expenses on account of rent (other than for storage of the underlying assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).

If the Operating Expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such underlying asset, our Managing Member may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which our Managing Member may impose a reasonable rate of interest, and be entitled to the Reimbursement, and/or (c) cause additional shares to be issued in the such series in order to cover such additional amounts.

Offering and Formation Expenses

Fees incurred in connection with formation of our company or a series and executing the Offering, such as underwriting (including broker or dealer fees), legal, accounting, escrow and compliance costs related to a specific offering must be borne by that series or our company. To the extent Offering and Formation expenses are paid by Managers of our company or a series, our company or series must reimburse such fees to the applicable Managers who paid such fees.

We anticipate that a total of $120,000 in Offering and Formation Expenses will be incurred on behalf of Series Music and Series Wine, or $60,000 for each. These expenses will be allocated in accordance with our allocation policy.

Reimbursement payments will be made in monthly installments, but the aggregate monthly amount reimbursed shall not exceed 0.50% of the aggregate gross proceeds from an Offering of that series. If the sum of the total unreimbursed amount of such Offering and Formation Expenses, plus new costs incurred since the last reimbursement payment, for that series exceeds the reimbursement limit described above for the applicable monthly installment, the excess will be eligible for reimbursement in subsequent months (subject to the 0.50% limit), calculated on an accumulated basis, until the Managing Member and relevant Asset Manager have been reimbursed in full.

Indemnification of our Manager

The operating agreement provides that none of our Managers, or the Managers of any series, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of our Managers (including the Managers of our series), members of the Advisory Board, nor persons acting at the request of our company in certain capacities with respect to other entities will be liable to our company, any series or any interest holders for any act or omission taken by them in connection with the business of our company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

Each series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving our company or such series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

Asset Liquidity

The amount of time that a series will hold and manage all its assets will vary depending on the type of assets being acquired by the series. Liquidity for investors would be obtained through distributions to investors as well as by transferring their shares in a series.

We intend to list our securities on StartEngine Secondary, an alternative trading system or “ATS,” operated by an affiliate of the Managing Member and Administrative Manager of our company, StartEngine Primary LLC.  However, this ATS is a new entrant to the market, and there is no guarantee that there will be frequent trading on the ATS and, specifically, trading of our shares. Further, even if there is trading, there may be no guarantee that anyone would be interested in purchasing the shares you have purchased in this offering at your desired price or any price at all.

For specific liquidity considerations for the assets of Series Wine and Series Music, please see the description of “Timing of Distributions” for these series further in this section.

Allocations of Expenses

To the extent relevant, Formation and Offering Expenses, and Operating Expenses and any indemnification payments made by our company will be allocated among the various series in accordance with our Managers’ allocation policy, a copy of which is available to investors upon written request to our Managing Member. The allocation policy requires our Administrative Manager to allocate items that are allocable to a specific series to be borne by, or distributed to (as applicable), the applicable series. If, however, an item is not allocable to a specific series but to our company in general, it will be allocated pro rata based on the NAV of the series (before accounting for the allocated expenses) (“Adjusted NAV”), as reasonably determined by our Administrative Manager or as otherwise set forth in the allocation policy. However, initial offering expenses will initially be allocated to the current series, and then will reallocated based on the number of series that have qualified within one year of our initial qualification. By way of example, as of the date of this Offering Circular, it is anticipated that expenses will be allocated as follows:

Notwithstanding the foregoing, our Managers may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.

Tax Matters

Our company intends to elect for each series of shares in the company to be taxed as a “C” corporation under Subchapter C of the Internal Revenue Code of 1986, as amended, and expects that each series will be treated as a corporation for all federal and state tax purposes. Thus, each series of shares will be taxed at regular corporate rates on its income, including any gain from the sale or exchange of the assets that will be held by each series, before making any distributions to shareholders

The Company has designated two series as of the date of this Offering Circular, each of which is described below.

SERIES MUSIC

(In this section, unless the context otherwise requires, “we,” “us,” “our,” or the “series” refers to Series Music.)

Overview

Series Music is engaged in the business of acquiring, holding and managing “Music Assets”, which includes ownership and/or income and collection rights to sound recordings and musical compositions and the royalties derived from the exploitation of those sound recordings and musical compositions, which may include individual recordings and compositions, catalogs of recordings and compositions, music publishing royalties such as mechanical royalties, synchronization income and both the writer’s and music publisher’s share of public performance income and so-called neighboring rights royalties, such as SoundExchange income, attributable to the performance and other uses and exploitations of sound recordings. We may also acquire fractional ownership and/or income and collection rights in sound recordings and musical compositions.

With the Music Assets, we will receive future royalty income generated from streaming, downloads, physical album sales and other forms of usage by radio, television, films, and commercials of the Music Assets.

Music Assets have the potential to produce long-term recurring cash flow for investors. The U.S. copyright laws provide that music royalties are paid for the life of the author plus 70 years. We believe that Music Assets that have a proven history of stable royalty income over time, tend to have relatively stable royalty income, and potential for increases over time, ultimately reflecting in the increased value of the underlying assets. Unlike more traditional investments such as stocks and bonds, investors’ returns on Music Assets are more dependent on the continuing popularity of the music, and less dependent on interest rate movements or other macroeconomic factors.

We will seek Music Assets with a royalty income-generating history, and our target is to acquire Music Assets generating on average uncorrelated income of between 5-15% internal rate of return over at least three consecutive years. However, there can be no assurances that our Asset Manager will be able to identify Music Assets that meet such criteria, and even so, that we can make such acquisitions successfully. We understand that our Asset Manager has been building a network of advisors and referral sources in the music industry. The goal is that these advisors will serve as a referral source for potential acquisition targets.

Our plan to acquire Music Assets. As described above, this will consist of copyrights in sound recordings (for which there needs to be a third-party distributor), musical compositions (for which there needs to be a third-party administrator) and royalty streams (which Series Music will own, and intends to be paid for by third-parties). The Company’s primary expenses will be limited to those related to the financial due diligence and audits, and legal costs relating to acquisition of the Music Assets. Since we will not pay our asset manager, Skimmer Music LLC (“Asset Manager”) or administrative manager, StartEngine Assets LLC (“Administrative Manager”) any management or administrative fee, this will further keep our cost structure low. Assuming that we can raise the necessary financing, we plan to make a series of acquisitions, and build a diverse portfolio of high-quality Music Assets over time. Our acquisition and growth strategy will focus on optimizing recurring income streams and capital appreciation. Since Skimmer Music only receives fees once the holders of our Series Music Shares have received their Preferred Return, Skimmer Music’s interest are aligned with the investors our series to achieve the maximum return on invested capital.

We will only make offers to acquire Music Assets subject to satisfactory financial due diligence performed by our own trusted financial experts in the music industry, and such financial due diligence will include reviewing historical royalty statements of the potential acquisition targets. We will continue to diligently monitor the financial performance of our acquired Music Assets and seek to uncover additional royalty income due to under-reporting of royalty-generating activities. However, there can be no assurances that we will be able to acquire any Music Assets at a reasonable price, uncover any additional royalty income of the underlying assets post-acquisition, or realize any profit upon sale of the Music Assets.

Timing of Distributions

Music Assets are revenue producing assets. We intend to distribute amounts received from these Music Assets as they are received, which may be on a monthly, quarterly, semi-annual, or annual basis.

Our Asset Manager

Skimmer Music LLC, our Asset Manager, is a newly formed company and it will identify Music Assets, conduct due diligence, acquire Music Assets, and coordinate audits (when justified) on our behalf. Both of its Co-CEOs, Stephen Drimmer and Robert Skoro, have broad and deep experience and network in the music industry. Mr. Drimmer, trained as an attorney, co-founded Left Bank Management in 1983 and helped grow it into one of the most influential musical artist Managers in the U.S., managing such top artists as Richard Marx, Vixen, Meat Loaf, The Cranberries, The Bee Gees and Duran Duran. He was also VP of Business Affairs for Lippman Kahane Management that managed artists such as Melissa Manchester and George Michael, song writers such as Bernie Taupin, and a list of top record producers. Mr. Drimmer also founded Silverlight Entertainment that managed several top artists, writers and producers in the Latin Spanish-speaking market in the music, television and film industry. Mr. Skoro’s career in the music industry spans over 30 years. While he held senior executive positions at EMI Music, Chappell Music, Polygram/Mercury Records and MP3.com, Mr. Skoro published, recorded, managed and worked with some of the biggest artist and music catalogues, including U2, Rolling Stones, Kiss, John Mellencamp, Bon Jovi, Backstreet Boys, just to name a few.

Our Administrative Manager is StartEngine Assets LLC. Our Administrative Manager will manage and perform the various administrative functions necessary for many of the day-to-day operations of our company including providing or arranging for administrative services, legal services, office space, office furnishings, personnel and other overhead items necessary and incidental to our business and operations, and will be responsible for our investor relations and management of our corporate affairs. Further, at no additional fee to our investors, we will use the affiliates of our Administrative Manager to host this offering and to act as our stock transfer agent, see “Plan of Distribution.”

Industry Overview and Market Opportunity

Music is one of the primary mediums for consumer entertainment in the world. From 1990 to 1999, according to Recording Industry Association of America, the music business in the U.S. grew by more than 7% per year. This growth was driven by demand for music and the shift from vinyl to compact discs. The industry continued to sell millions of albums of new work and boosted revenue by re-issuing classic works in the then new compact disc format.

However, Napster and other forms of digital piracy had a substantial negative impact on the music industry. From 1999 to 2015, the music industry declined substantially until the trend reversed in 2016. For the first time in fifteen years, the music industry grew. And that growth was driven, in large part, by new digital distribution models — including paid subscription digital streaming.

Market for music today primarily consists of the following:

We believe that the music industry is well positioned to grow based on broad consumer adoption of legitimate digital distribution channels. As an example, according to the International Federation of the Phonographic Industry (“IFPI”), in 2019, the global music industry grew by 8.2% to $20.2 billion. This was the fifth consecutive year of growth, and the growth was driven primarily by streaming revenues. Streaming revenues account for over 50% of the global music revenue and grew by 22.9%, buoyed by a 24.1% increase in paid streaming. Synchronization revenue which accounts for 2.4% of the market saw growth of 5.8%. Compared to 2017, performance rights revenue which accounts for 12.6% of the market showed a comparable growth rate of 8.7%. Largely due to the migration of the digital revenue towards streaming format, digital revenue (excluding streaming) saw a drop of 15.3% in revenue in 2019, and accounts for only 5.9% of the total market. While physical revenue, which accounts for approximately one-fifth of the total market, declined globally by 5.3% in 2019, it grew by 3.2% in the U.S. (the world’s biggest music market) and 7.2% in Spain.

Royalties generated by the licensing of copyrighted songs and recordings are a primary form of payment for musicians. Songwriters and music publishers generally hold the rights to the musical compositions, i.e., the lyrics and melody and chord structure of a piece of music, while record labels hold the rights to a particular recording of a song which is called a master recording. Recording artists are entitled to royalties from the master recording owner (record companies) as per contract between the artist and record company.

Music Assets provide an income stream typically derived from:

Depending on the nature of the Music Assets we hold (e.g., a songwriter’s share of musical compositions, a recording artist’s or producer’s contractual royalties with master recording owners, a copyright owner’s or songwriter’s share of Performance Royalties or Mechanical Royalties, etc.), we will receive future royalty income based on:

Technology is providing data and transparency previously not available in the music business. Collecting, aggregating and analyzing data has become much easier in the digital world. More accurate, transparent data should result in more accurate, transparent royalty reporting and collection. Additionally, advertising supported music revenue is expected to grow along with the digital revenue. The improvement in advertising technology is expected to increase the effectiveness of targeted advertising, increasing demand for advertising space related to free streaming services.

Selection Criteria

Our Strategy

We believe that acquiring interests in Music Assets may produce better returns for our investors than engaging in the business of a record label or music publisher. Our business model is premised on the following:

Our acquisition, income and growth strategy are as follows:

Competition

The market for acquiring Music Assets is competitive and has many participants. There are large investment pools (hedge funds, private equity, family offices) searching for Music Assets to acquire. The large music publishers are also always looking for acquisitions.

Our Strengths and Competitive Advantage

We believe we have the following competitive strengths in the music industry:

Employees

Currently, the company does not have any employees.

Intellectual Property

We do not own any patents, copyrights or trademarks.

Legal Proceedings

We are not involved in any litigation, and our management is not aware of any pending or threatened legal actions relating to intellectual property, conduct of our business activities, or otherwise.

SERIES WINE

(In this section, unless the context otherwise requires, “we,” “us,” “our,” or the “series” refers to Series Wine.)

Overview

Series Wine offers a way for all investors to access wine investment opportunities. We combine the experience of master sommeliers with quantitative investment models to curate a wine investment portfolio consisting of wines that are fully insured, verified for authenticity, and securely stored in a network of state-of the-art storage facilities to keep these wines in perfect condition. With access to a team hailing from both the fine wine and technology industries, we are working to democratize wine investing, providing quality investment opportunities in an asset class that have previously been out of reach for many investors.

Investing in fine wine has been a risky venture for those without a deep knowledge of wine and its resale market, and without large pools of resources to pay broker fees and auction house commissions for authenticating wines as well as the cost involved in proper storage and insurance. Further, excessive costs, low transaction volumes and few options for liquidity have hindered access to investing in wines.

At Series Wine, we are working to democratize wine investing, providing quality investment opportunities in an asset class that have previously been out of reach for many investors. Our Asset Manager, Vinovest, Inc., has developed an algorithm designed to identify promising, investment-grade wines for us to purchase. See “The Wine Algorithm” below. Our mission is to help investors enjoy the profits of investing in fine wine as an asset class in one click, while we take care of the selection headaches, inventory management, and authenticity verification.

Selection Criteria

Our Wine Algorithm

Vinovest, Inc. has developed an algorithm designed to select undervalued, appreciating wines to invest in. This proprietary algorithm (which we refer to herein as the “Wine Algorithm”) involves application of a multi-step proprietary mathematical formula based on a number of factors, including, but not limited to:

Generally, we assign a scale to each factor. The higher a particular wine rates with respect to these factors as a whole, the better the wine scores. The higher the score, the greater the chance we will acquire that particular wine for purposes of investment. Representing a quantifiable assessment of the risk profile of a given wine, the Wine Algorithm allows the Asset Manager to compare the relative risk profiles of various wines through the analysis of specific quantifiable characteristics, such as those outlined above.

Through our network of wineries, global wine exchanges, and merchants, we have access to a significant pool of data on contemporary fine wines market. The Wine Algorithm analyzes available wines in the market according to the metrics outlined above and assigns a score to each wine on a scale of 1 to 100. We generally will not invest in any wine that produces a score lower than 70. For wines that score above 70 according to the Wine Algorithm, the higher the score, the greater our chance of purchasing the wine. however, this is not the only criteria that goes into selecting a wine to acquire. Other criteria include, but are not limited to, the following:

Our asset selection criteria are continually influenced by market demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our Asset Manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s value appreciation potential.

Sourcing of the Wine

While the Wine Algorithm is designed to identify undervalued wines, it does not execute purchases on its own. We source our wines direct from wineries, global wine exchanges, and merchants, and often utilize the connections of the master sommeliers and wine directors in our Asset Managers’ network to acquire wines at the best market value possible.

Management of the Wine.

Once we acquire a wine, it will be insured and then transported and warehoused in a climate-controlled, highly secure location (assuming the acquired asset is not already in such a location). During our hold period, we will monitor increases in market value and keep investors apprised any portfolio updates.

Timing of Distributions

We generally hold our wine assets for a minimum of one year, and a maximum of six years. We do not generally sell the wine bottles we acquire unless there is some level of appreciation in the asset. We intend to pay distributions to the extent we sell some of our assets have do not re-invest the appreciate in replacement assets. Otherwise, liquidity for investors would be obtained by transferring their interests in a series, see

Our Asset Manager

Vinovest, Inc., a Delaware corporation formed on September 9, 2019 is the Asset Manager of our company and each series of our company. Vinovest, Inc. has developed an algorithm that selects proven, appreciating wines to invest in. Each series will appoint Vinovest, Inc. to serve as Asset Manager to manage the underlying assets related to such series pursuant to the operating agreement. Asset Manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying assets and to take any action that it deems necessary or desirable in connection therewith.

Industry Overview and Market Opportunity

We believe that fine wines, can be tool used by investors to help them achieve greater diversification, potentially reducing their volatility with increasing returns. Fine wine is an asset class that has consistently outperformed the S&P 500 over the last 30 years. According to a 2018 article published by a Morgan Stanley analyst, Liv-ex Fine Wine 100 Index, which tracks the price movement of 100 of the most actively traded wines in the world, showed returns over a 10-year period exceeding that for FTSE and S&P 500, with lower volatility than gold.

According to The Wine Market Forecast 2017 – 2023 report published by Zion Market Research, the global wine market was valued at approximately $302.02 billion in 2017 and is expected to generate revenue of around $423.59 billion by the end of 2023. A recent report published by Mordor Intelligence forecasts that the global wine market will grow at a CAGR (Compound Annual Growth Rate) of around 5.8% between 2019 and 2024. The report attributes this growing demand to changing tastes, innovations in exotic flavor and increased global business networks. It states that wine consumption is increasing in the large markets of the Asia-Pacific, with China dominating the market in the region. It also states that there is a surging demand for tropical fruit and sparkling wines among millennials and other generations. These trends indicate that demand for wine is on the rise, which we believe will benefit our company is well-positioned to benefit from as an investor in these wine assets.

The secondary market for fine wine currently sits at around $5 billion, according to 2018 Bloomberg article – a fraction of the $302 billion global wine market. We believe these are promising statistics that will attract retail investors to the prospect of investing in fine wines as an asset class in general.

Despite its size, the wine market is complex and often misunderstood due to its opaque nature. Unlike traditional asset classes such as equities or fixed income, there is a lack of transparency due to the limited publicly available data. The market is made and largely executed through private transactions, making it difficult for outsiders to gain insight. We believe there is an opportunity to use our platform to make the market more liquid and transparent for investors of all means and backgrounds. Based on the market forecasts set out above, we expect the fine wine market to grow and present unique opportunities moving forward for investors looking for an uncorrelated alternative asset class.

Additionally, we believe that there is an opportunity to capture the shifting tastes of millennial retail investors. The 2018 U.S. Trust Insights on Wealth and Worth survey on wealthy household’s found that while baby boomers and older investors rely primarily on traditional stocks and bonds, younger investors, especially millennials, are more likely to incorporate alternative strategies into their investment portfolios. Millennials allocate 17% to alternatives and assets other than stocks, bonds and cash. It also found that 61% of millennial investors think it’s not possible to achieve above-average returns by investing solely in stocks and bonds anymore, and are looking for alternative investments. For example, the report showed that millennials are the fastest growing segment of art collectors, up 8% year-over-year and comprising 36% of total respondents. We believe these shifts in millennial investing tastes suggests there will be more interest in investing in wine assets. We believe we are uniquely suited to capitalize on this increased interest, potentially leading to more capital for the company to work with, providing it with increased buying power and other advantages related to economies of scale, and ultimately providing greater value to investors in our company moving forward.

Competition

There are a number of companies that invest in wines is their primary focus, with the goal of providing returns to their investors. Wine funds, for example, are similar to private equity funds and are frequently recommended by financial advisors. Notable wine funds include Wine Source Fund, The Wine Investment Fund, Vini Sileo Vineyard Fund, and Sommelier Capital Advisors Hedge Fund. We face competition from these funds for specific desirable wine assets, investors, investment capital, and talent (such as sommeliers and other wine experts that are valuable in selecting quality wines).

Broadly, we face competition from any other method or organization in which individuals may invest in wine. For example, there are alcohol ETFs (Exchange-Traded Funds) that include wine stocks, individual wine stocks, and wine bottles themselves, which anyone can feasibly buy for the purposes of investment. As a company that is seeking funds to invest in wines, any alternative method of investing in wines as an asset class is a form of competition for our company.

Our Strengths and Competitive Advantage

We believe the following are our core competitive strengths:

Employees

Currently, the company does not have any employees.

Intellectual Property

The company does not own any patents, copyrights or trademarks.

Litigation

The company and its executive officers are not currently a party to any legal proceedings.

Government Regulation

Regulation of the wine industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which we operate, we may be required to obtain licenses and permits to conduct business, including dealer and sales licenses, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes.

Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us or each series of interests to significant damages or other penalties.

THE COMPANY’S PROPERTY

We do not own or lease any real estate, office space or significant tangible assets.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Overview

StartEngine Collectibles Fund I LLC was formed on October 14, 2020 and our company’s headquarters are in Los Angeles, California.

The purpose of our company shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Delaware Act, (b) acquire, maintain and sell collectibles and other assets and, to exercise all of the rights and powers conferred upon our company and each series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

Emerging Growth Company

Upon the completion of our initial offering, we may elect to become a public reporting company under the Exchange Act. We will qualify as an “emerging growth company” under the JOBS Act. As a result, we will be permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1.07 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1.07 billion in non-convertible debt during the preceding three year period.

Operating Results

Revenues are generated at the series level. As of October 14, 2020, our inception date, no series has generated any revenues. The underlying assets held by Series Music are not expected to generate any revenues until the closing date for the calendar quarter following the calendar quarter that the series is launched, and the underlying assets held by Series Wine are not expected to generate any revenues until approximately

We had $15,000 in operating expenses for the period ended October 14, 2020. Each series will be responsible for its own operating and formation expenses, such as storage and insurance beginning on the closing date of the offering of such series.

Liquidity and Capital Resources

As of January 4, 2021, none of our company or any series had any cash or cash equivalents and had no financial obligations.

Plan of Operations

No series of our company has commenced operations, is capitalized or has any assets. We intend for each series to start operations at the time of the initial closing of each applicable offering.

Each series intends to generate revenues as described in the “The Company’s Business” section of this Offering Circular. We anticipate that Series Music may generate enough revenues to distribute dividends to shareholders within twelve (12) months from commencing its operations. We anticipate that Series Wine will not generate enough revenues to distribute dividends within its first twelve (12) months of operations. See “The Company’s Business—Operating Expenses” for additional information regarding the payment of Operating Expenses.

We believe that the proceeds from the offerings will satisfy our cash requirements for the next six months to implement the foregoing plan of operations.

DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The Managers

Our company operates under the direction StartEngine Assets, LLC, our Managing Member and our Administrative Manager (our “Managers”). The Managing Member has the power and authority to act as necessary to further the purpose of our company, which is to acquire, maintain and sell collectibles and other assets. The Administrative Manager employed is responsible for directing or performing the day-to-day business affairs of the company, and, as applicable, of series of our company.

The Managing Member has delegated to the Asset Managers of each of our series the responsibility of directing the operations of the applicable a series, directing the series’ day-to-day affairs, and implementing the series’ investment strategy. The Asset Manager (and the Administrative Manager, as applicable) is responsible for determining maintenance required in order to maintain or improve the asset’s quality, determining how to monetize the underlying assets in order to generate profits, and evaluating potential sale offers which may lead to the liquidation of the underlying assets or other series as the case may be. The Asset Manager for Series Music is Skimmer Music LLC. The Asset Manager for Series Wine is Vinovest, Inc.

Our Managing Member will establish an Advisory Board that will assist our company in its business decisions (such as the creation of a new series) and will assist our series in making decisions with respect to all asset acquisitions, dispositions and maintenance schedules. Our Managers are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require.

We will follow guidelines adopted by our Managers and implement policies set forth in the operating agreement unless otherwise modified by our Managers. Our Managers may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. Our Managing Member may change our objectives at any time without approval of our interest holders. Our Managers have no track record and are relying on the track record of its individual officers, directors and advisors.

Our Managers performs their duties and responsibilities pursuant to the operating agreement. Our Managers maintain a contractual, as opposed to a fiduciary relationship, with us and our interest holders. Furthermore, we have agreed to limit the liability of our Managers and to indemnify our Managers against certain liabilities.

The responsibilities of our Managers and the Managers of a particular series, comprised of an Asset Manager and the Administrative Manager (collectively, the “series Managers”) are summarized below. Capitalized terms used in this summary that are not defined shall have the meanings set forth in the company’s operating agreement.

Investment Advisory, Asset Management and Disposition Services. (Asset Manager)

Offering and Resale Services. (Administrative Manager)

Accounting and Other Administrative Services. (Administrative Manager)

Shareholder Services. (Administrative Manager)

Directors, Executive Officers and Key Employees of our Manager

The authority and functions of the Managing Member, on the one hand, and of the Asset Managers, on the other hand, are be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The following table sets forth the name and position of each of the current executive officers, directors and significant employees of our Managing Member, Administrative Manager, and Asset Managers

Johanna Cronin, Manager

Johanna Cronin is the Manager of StartEngine Assets, LLC, and is responsible for managing the operations of StartEngine Assets, LLC. Johanna Cronin is also currently the Chief Marketing Officer at StartEngine Crowdfunding, Inc. She was the first employee at StartEngine Crowdfunding when she joined in 2014. Prior to that she served as an SEM analyst, managing paid media budgets and purchasing media placements for small businesses, for Dex Media, Inc. from March 2012 until March 2014. Johanna received her Bachelor of Arts from Northwestern University, where she was a psychology major with a Spanish minor.

Stephen Drimmer, Co-Chief Executive Officer

Stephen Drimmer graduated from the Horace Mann School in Riverdale New York in 1963, Columbia College in 1967, and of Columbia Law School in 1970. Mr. Drimmer also attended the Columbia University Graduate School of Business. While in high school he studied trumpet with William Vacchiano (first chair NY Phil) at Julliard and Robert Nagel. He spent four summers as a music student at the National Music Camp in Interlochen Michigan (violin and trumpet) and spent the summer of 1963 as a trumpet student at the Aspen Music Festival and School. Mr. Drimmer co-founded Silverlight Express in the late 1970’s, one of the nation’s largest owners of buses used in the entertainment industry for transporting artists and crews for concert tours. He co-founded Left Bank Management in 1982 and helped build it into a successful entertainment management company. Upon his departure from Left Bank in 1990, he consulted for the Gordy Company and Lippman-Kahane Entertainment. He formed Silverlight Entertainment in 1991 and built it into significant presence in the Latin Entertainment business managing several successful artists and actors. He formed Silverlight Records and entered into a joint venture with Warner Brother Records, Silverlight Television and formed a production venture with Warner Brothers Television, and Silverlight Music Publishing that formed a publishing venture with Famous Music.

In 2002, Mr. Drimmer founded Varitalk, an audio concatenation company specializing in entertainment marketing and super-personalized mobile content. Varitalk has a dynamic and robust proprietary technology and a team of entertainment veterans and technical wizards to help Varitalk dominate the audio personalization space. He served as Chairman and CEO of the company until mid 2005.

In January, 2006, he co-founded and was (until 2014) the Managing Partner of Iconmobile LLC, the US subsidiary of Iconmobile GmbH based in Berlin, Germany, a leading mobile marketing, design and technology company now majority owned by WPP, the world’s largest network of advertising agencies. Iconmobile’s clients include Microsoft, Ford, Mercedes, Kraft, RIM, Nokia, Proctor & Gamble, Colgate, Visa, ISIS, J&J and multiple other Fortune 100 and 500 companies.

Mr. Drimmer is now an active investor in tech startups on the west coast and has been venture partner in StartEngine LLC, a Santa Monica based startup accelerator, since June 2014. Mr. Drimmer lives in Los Angeles with his wife, Nadia, has two sons and four grandchildren. He has served on the Board of Directors of the Los Angeles Master Chorale, and is a member of the Board of Trustees of the Aspen Music Festival and School and the Los Angeles Fire Department Foundation, among others..

Robert Skoro, Co-Chief Executive Officer

Prior to joining the Company, Robert Skoro co-founded and managed Consumer Net, the first music marketing CRM/Database company through its sale to 24/7 Media / WPP. Mr. Skoro was Senior Vice President and a member of the Executive Committee of MP3.COM from inception in 1997 through its successful IPO in July 1999. Mr. Skoro was a Managing Partner of Music Master Exchange LLC, a recording studio and music library until the company was acquired Bob is a co-founder of SmashMaker Ent. Inc., a music content creation and monetization app/platform, which he founded in 2015.

Anthony Zhang. Anthony Zhang is the CEO and cofounder of Vinovest, the world’s first platform for investing in fine wine, which he co-founded in 2019 with Brett Akamine. Prior to starting Vinovest, Mr. Zhang was the head of marketing and business development at Blockfolio, a cryptocurrency portfolio management app that was recently acquired for $150 million in August 2020. He has also co-founded and served as CEO of two other companies. The first company, EnvoyNow, founded in 2013, raised venture funding and grow to over 23 markets nationwide and had over 200,000 students using the app before being acquired. The second company, KnowYourVC, founded in 2018, grew to nearly 200,000 monthly unique searches on the platform before being acquired. Anthony brings a wealth of experience in entrepreneurship and technology that he applies to his position as Chief Executive Officer and Director of Vinovest.

Brent Akamine. Brent is a co-founder of Vinovest, and a serial entrepreneur, bringing nearly 20 years of experience in startups and senior roles at TrueCar, Shopnation.com, and more. From April 2014 to April 2017, he was a Design Director for Flipagram – a social media platform focused on photos, music, and video. From there, he went on to be a Design Director at ByteDance until July 2018, followed by serving as a Design Director for Blockfolio from July 2018 to February 2020. Mr. Akamine brings his experience as a team and project leader to Vinovest, where he helps guide the overall direction of the Company along with Mr. Zhang.

Advisory Board

The Advisory Board will be at the company level and has specific responsibilities. Each Series may also develop their own networks of advisors. Though these advisors may provide a pivotal role in a given Series, such advisors will not have a formal responsibilities and obligations to the company.

Responsibilities of the Advisory Board

The Advisory Board will support our company, our Asset Managers and our Administrative Manager and will consist of the Managers’ expert network and external advisors. It is anticipated that the Advisory Board will review our relationship with, and the performance of, our Managing Member, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will be responsible for the following:

The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to our company and its interest holders and not a breach of any duty at law, in equity or otherwise. The members of the Advisory Board will not be Managers or officers of our company or any series and will not have fiduciary or other duties to the interest holders of any series.

Compensation of the Advisory Board

Our Managing Member may compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated that their costs will not be borne by any given series of shares.

Members of the Advisory Board

The Managers of our Series have already established an informal network of expert advisors for each of our series who support our series in asset acquisitions, valuations and negotiations, but we have not yet established a formal Advisory Board.

MANAGEMENT COMPENSATION

Compensation of Executive Officers

We do not currently have any employees nor do we currently intend to hire any employees who will be compensated directly by our company. The manager of our Managing Member manages our day-to-day affairs, oversees the review, selection and recommendation of investment opportunities, services acquired investments and monitors the performance of these investments to ensure that they are consistent with our investment objectives. This individual receives compensation for her services, including services performed for us on behalf of our Managing Member, from our Managing Member. Although we will indirectly bear some of the costs of the compensation paid to this individual, through fees we pay to our Managers, we do not intend to pay any compensation directly to this individual.

Compensation of Managers

Pursuant to our operating agreement, the Asset Manager and Administrative Manager of each series will each receive two fees as compensation for the services they provide to that series: a Service Fee and an Asset Management Fee.

Service Fee

For each calendar year, each series shall pay the Managers a service fee (the “Service Fee”). The Service Fee may be set by the Series Designation. If it is not set forth in the Series Designation, the Service Fee will be equal to 50% of the Free Cash Flow remaining after payment of the Preferred Return of that series (half of which will go to the Asset Manager of that series, with the remaining half going to the Administrative Manager), after the Economic Members have received distributions of the full amount of their Preferred Return that has accrued for that year and prior years.

For Series Wine, the Service Fee is not set by its Series Designation, and therefore, the Service Fee will be as set forth above.

For Series Music, the Service Fee will also only be payable after the Economic Members have received distributions of the full amount of their Preferred Return that has accrued for that year and prior years. To the extent there is still remaining Free Cash Flow, the Asset Manager and Administrative Manager will be entitled to a fee equal to 2% of the investment of the Economic Members of that series (the same asset basis on which the Preferred Return is calculated) (the “Catch-up Fee”). This amount will accrue if there was not sufficient funds to pay in prior years. In addition, the Asset Manager will be entitled to 50% of the amount remaining from the Free Cash Flow after subtracting any the Catch-up fee (including amounts paid for amounts accrued in prior years). Half of the Service Fee will go to the Asset Manager, with the remaining half going to the Administrative Manager.

Asset Management Fee

On a quarterly basis, beginning on the first quarter end date following the one year anniversary of the formation date of a series, each series shall pay an asset management fee equal to an annualized rate of 0.25% of the net asset value of such series at the end of each prior annual period to each of its Asset Manager and its Administrative Manager (an “Asset Management Fee”). Initially, the Asset Management Fee will be based on the amount of cash invested by shareholders in the series as of the end of each quarter rather than the net asset value of the series. Series Music will begin to use net asset value as the base on the first day after a year and one (1) quarter have passed since the date of the qualification of the offering statement of which this offering circular forms a part. Series Wine will do the same.

Our Managers will also receive reimbursement for costs incurred relating to this offering and other offerings (e.g., Offering & Formation Expenses) and will also be reimbursed for any Operating Expenses paid on behalf of a series.

The specific compensation structures of Series Wine and Series Music are summarized below.

Series Wine

In Series Wine, after payments of all fees and expenses (including the Asset Management Fee), the Free Cash Flow of Series Wine will be distributed to as follows:

By way of example: Series Wine has a 4% Preferred Return. A total of $100 has been invested in Series Wine in Capital Contributions and it now has a total of $8 in Free Cash Flow. As such, the payments will be: $6 to the Economic Members ($4 for the Preferred Return and $2 from the remaining Free Cash Flow) and $1 to each of the Asset Manager (Vinovest, Inc.) and Administrative Manager for the Service Fee.

Series Music

In the case of Series Music, after payments of all fees and expenses (including the Asset Management Fee), the Free Cash Flow of Series Music will be distributed to as follows:

By way of example: Series Music has a 4% Preferred Return. If a total of $100 has been invested into Series Music in Capital Contributions and it now has $8 in Free Cash Flow. As such, the payments will be: $5 to the Economic Members ($4 for the Preferred Return and $1 from the remaining Free Cash Flow) and $1.50 to each of the Asset Manager and Administrative Manager ($1 to each for the Catch-Up Fee and $0.50 to each from the remaining Free Cash Flow).

Neither our Managing Member nor its affiliates will receive any selling commissions or dealer manager fees in connection with any offering. See “Plan of Distribution and Selling Securityholders—Fees and Expenses” and “Use of Proceeds” for further details.

To date, no Manager of our company or of its series has received any compensation.

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

Upon designation of each series, our Managing Member was granted a single share in each series and became the initial member holding 100% of the then outstanding shares of each series.

The address for all our Managers is c/o StartEngine Assets LLC, 3900 W Alameda Ave, Burbank, suite 1200, CA 91505.

INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

None.

SECURITIES BEING OFFERED

The following is a summary of the principal terms of, and is qualified by reference to, the operating agreement, attached hereto as Exhibit 2.2, and the subscription agreements, attached hereto as Exhibit 4, relating to the purchase of the shares offered hereby. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement.

Description of Shares

Our company is a series limited liability company formed pursuant to Section 18-215 of the LLC Act. The purchase of the shares offered hereby is an investment only in the particular series and not an investment in our company as a whole. In accordance with the LLC Act, any series of shares established by our company will be a separate series of limited liability company shares of our company and not in a separate legal entity. We have not issued, and will not issue, any class of shares entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing shares in connection with the offerings.

Title to the underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be investment-grade collectible assets (initially, fine wine assets and Music Assets). An investor who invests in an offering will not have any indirect interest in any asset other than the underlying assets related to the applicable series unless the investor also participates in a separate offering associated with that other underlying asset.

Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, our company expects our Managers to maintain separate, distinct records for each series and its associated assets and liabilities. As such, the assets of a series include only the fine wines associated with that series and other related assets (e.g., cash reserves). As noted in the “Risk Factors” section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our company generally where the assets of such other series or of our company generally are insufficient to meet our company’s liabilities.

Section 18-215(c) of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security shares, and sue and be sued.  We intend for each series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular series and title to the relevant underlying assets will be held by, or for the benefit of, the relevant series.

All of the shares offered by this Offering Circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect to the shares, as determined by our Managing Member, the holders of the shares will not be liable to our company to make any additional capital contributions (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of the shares offered hereby have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any shares and no preferential rights to distributions.

In general, the holders of each series of our shares (which may include Managers of our company , Managers of a Series, their affiliates, or other third parties to which our Managing Member issues shares) will (i) receive a Preferred Return at a rate set forth in the applicable Series’ Designation; and (ii) participate in the available Free Cash Flow derived from the underlying assets related to the series, less any Service Fees payable to our Managers (as described in “—Distribution Rights” below). Our Managing Member may sell its shares from time to time.

Each series will use the proceeds of its offerings to pay certain fees and expenses related to its formation and the offering (please see the “Use of Proceeds” section for further details regarding the use of proceeds for each offering). An investor in each offering will acquire an ownership interest only in the applicable series and not, for the avoidance of doubt, in (i) our company, (ii) any other series of shares, (iii) our Managing Member or Administrative Manager, or (iv) any underlying asset owned by any series. Although our shares will not immediately be listed on a stock exchange and a liquid market in our shares cannot be guaranteed, we intend to list our securities on StartEngine Secondary, an alternative trading system or “ATS,” operated by an affiliate of our Managing Member.

Distribution Rights

For each series, our Managing Member intends to declare and pay distributions to the shareholders of that series equal to:

The rate of the Preferred Return will be specific to each series of our company (as set forth in the applicable Series Designation). For Series Wine, the rate of the Preferred Return will be 4%. For Series Music, the rate of Preferred Return will be 4%. The Service Fee will also be specific to each series, and is described above in “Management Compensation – Compensation of Managers.”

Distributions of Preferred Return will be paid out of the available “Free Cash Flow” of a series, which consists of the net income (as determined under GAAP) generated by such series (before accounting for the Service Fee) plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses and/or and amounts that were previously retained as cash reserves that, during such period, the Managing Member determines are no longer needed by our company) and less any capital expenditures related to the underlying assets related to such series. Any amounts remaining after payment of the Preferred Return and Service Fee will be distributed on a pro-rata basis to shareholders of a Series, if available.

Timing and Amount of Distributions

Our Managing Member has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of shares except as otherwise limited by law or the operating agreement. The Managing Member intends to make distributions on a basis that is appropriate for the underlying assets to the shareholders of a series to satisfy the amount of Preferred Return that has accrued (for the current as well as prior periods). To the extent funds are available, our company intends to pay this Preferred Return monthly. There is no guarantee that there will be sufficient Free Cash Flow of a series to make such Preferred Return payments to shareholders. Any unpaid Preferred Return amounts to shareholders will accrue until shareholders have received the Preferred Return to which they are entitled.

No series will distribute an underlying asset in kind to its interest holders.

The LLC Act (Section 18-607) provides that a member who receives a distribution with respect to a series and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the series for the amount of the distribution for three years.  Under the LLC Act, a series limited liability company may not make a distribution with respect to a series to a member if, after the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company shares with respect to such series and liabilities for which the recourse of creditors is limited to specific property of such series, would exceed the fair value of the assets of such series.  For the purpose of determining the fair value of the assets of the series, the LLC Act provides that the fair value of property of the series subject to liability for which recourse of creditors is limited shall be included in the assets of such series only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the operating agreement.

No Redemption Provisions

No series of our shares are redeemable, except as necessary in order to avoid the assets of our company being deemed “plan assets” under ERISA.

No Registration Rights

There are no registration rights in respect of any series of our shares.

Limited Voting Rights

Our Managing Member is not required to hold an annual meeting of interest holders. The operating agreement provides that meetings of interest holders may be called by our Managing Member and a designee of our Managing Member shall act as chairman at such meetings. Interest holders do not have any voting rights as a shareholder in our company or a series except with respect to:

Our Managing Member can only be removed as Managing Member of our company and each series in the event our Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company which has a material adverse effect on our company.

When entitled to vote on a matter, each interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the interest holders of an applicable series or of the interest holders of all series of our company, as applicable.  The removal of our Managing Member as Managing Member of our company and all series must be approved by two-thirds of the votes that may be cast by all interest holders in any series of our company. All other matters to be voted on by the interest holders must be approved by a majority of the votes cast by all interest holders in any series of our company present in person or represented by proxy.

Our Managing Member or its affiliates (if they hold shares) may not vote as a shareholder in respect of any matter put to the interest holders. However, the submission of any action of our company or a series for a vote of the interest holders shall first be approved by our Managing Member and no amendment to the operating agreement may be made without the prior approval of our Managing Member that would decrease the rights of our Managing Member or increase the obligations of our Managing Member thereunder.

Our Managing Member has broad authority to take action with respect to our company and any series. See “Directors, Executive Officers and Significant Employees—The Manager” for more information. Except as set forth above, our Managing Member may amend the operating agreement without the approval of the interest holders to, among other things, reflect the following:

In each case, our Managing Member may make such amendments to the operating agreement provided our Managing Member determines that those amendments:

Furthermore, our Managing Member retains sole discretion to create and set the terms of any new series and will have the sole power to acquire, manage and dispose of underlying asset of each series.

Liquidation Rights

The operating agreement provides that our company shall remain in existence until the earlier of the following: (i) the election of our Managing Member to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our company; (iii) the entry of a decree of judicial dissolution of our company; (iv) at any time that our company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all interest holders of our company following the for-cause removal of our Managing Member. Under no circumstances may our company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the shares in the profits of our company).

In connection with the liquidation of a series, whether as a result of the dissolution of our company or the termination of such series, all property and Free Cash Flows (excluding any Service Fee accrued and unpaid) in excess of that required to discharge liabilities that are contingent, condition or unmatured, shall be distributed to the holders of the shares of the series on an equal per share basis.

A series shall remain in existence until the earlier of the following: (i) the dissolution of our company, (ii) the election of our Managing Member to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the series; or (iv) at any time that the series no longer has any members, unless the business is continued in accordance with the LLC Act.  Under no circumstances may a series of shares be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the shares in the profits of the series).

Upon the occurrence of any such event, our Managing Member (or a liquidator selected by our Managing Member) is charged with winding up the affairs of the series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or our company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third party creditors, (ii) second, to any creditors that are our Managing Member or its affiliates (e.g., payment of any outstanding reimbursements owed to the Managing Member), and thereafter, (iii) first, 100% to the interest holders of the relevant series, allocated pro rata based on the number of shares held by each interest holder (which may include our Managing Member, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our Managing Member and (B) 90% to the interest holders of the relevant series, allocated pro rata based on the number of shares held by each interest holder (which may include our Managing Member, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series).

Transfer Restrictions

Each series of our shares are subject to restrictions on transferability. A holder of shares may not transfer, assign or pledge its shares without the consent of our Managing Member. Our Managing Member may withhold consent in its sole discretion, including when our Managing Member determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that our Managing Member may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of ERISA, (c) a change of U.S. federal income tax treatment of our company and/or such series, or (d) our company, such series or our Managing Member being subject to additional regulatory requirements. The transferring holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred by us or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The restrictions on transferability listed above will also apply to any resale of shares via the anticipated secondary platform (e.g., StartEngine Secondary) described above (see “Description of the Business – StartEngine Secondary” for additional information).

Our Managing Member may transfer all or any portion of the shares held by it from time to time, in accordance with applicable securities laws, either directly or through brokers, via StartEngine Secondary, or otherwise.

Additionally, unless and until the shares are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer the shares. There can be no assurance that we will, or will be able to, register our shares for resale. Therefore, investors may be required to hold their shares indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions. To the extent certificated, the shares issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.

Agreement to be Bound by the Operating Agreement; Power of Attorney

By purchasing shares, the investor will be admitted as a member of our company and will be bound by the provisions of, and deemed to be a party to, the operating agreement.  Pursuant to the operating agreement, each investor grants to our Managing Member a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our Managing Member the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement.

Duties of Officers

The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business of each series of shares will be managed under the direction of our Managing Member.  Our Managing Member has the power to appoint the officers and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by our Managing Member. Our Managing Member will be appointed as the Asset Manager of each series to manage the underlying assets.

We may decide to enter into separate indemnification agreements with the directors and officers of our company, our Managing Member or our Asset Manager If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim.  The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to our company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement.

Exclusive Jurisdiction

Under Section 15.08 of our operating agreement, any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the shares were to bring a claim against our company or our Managing Member pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware.

We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. The company has adopted the provision to limit the time and expense incurred by its management to challenge any such claims. As a company with a small management team, this provision allows its officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of the company.

Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Delaware. Investors will not be deemed to have waived the company’s compliance with the federal securities laws and the rules and regulations thereunder.

Waiver of Right to Trial by Jury

Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under that agreement, which could include claims under federal securities law. By subscribing to this offering and adhering to the operating agreement, the investor warrants that the investor has reviewed this waiver, and knowingly and voluntarily waives his or her jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law.

ONGOING REPORTING AND SUPPLEMENTS TO THIS OFFERING CIRCULAR

We will be required to make annual and semi-annual filings with the SEC. We will make annual filings on Form 1-K, which will be due by the end of April each year and will include audited financial statements for the previous fiscal year. We will make semi-annual filings on Form 1-SA, which will be due by September 28 each year, which will include unaudited financial statements for the six months to June 30. We will also file a Form 1-U to announce important events such as the loss of a senior officer, a change in auditors or certain types of capital-raising. We will be required to keep making these reports unless we file a Form 1-Z to exit the reporting system, which we will only be able to do if we have less than 300 shareholders of record and have filed at least one Form 1-K.

At least every 12 months, we will file a post-qualification amendment to the Offering Statement of which this Offering Circular forms a part, to include the company’s recent financial statements.

We may supplement the information in this Offering Circular by filing a Supplement with the SEC.

All these filings will be available on the SEC’s EDGAR filing system. You should read all the available information before investing.

STARTENGINE COLLECTIBLES FUND I LLC

FINANCIAL STATEMENTS

OCTOBER 14, 2020, INCEPTION

INDEPENDENT AUDITORS’ REPORT

To the Members

StartEngine Collectibles Fund I LLC

We have audited the accompanying financial statements of StartEngine Collectibles Fund I LLC (the “Company”), which comprise the balance sheet as of October 14, 2020 (“Inception”) and the related statements of operations, member’s deficit, and cash flows as of October 14, 2020 and the related notes to the financial statements (collectively referred to as “financial statements”).

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of StartEngine Collectibles Fund I LLC as of October 14, 2020 and the results of its operations and its cash flows as of such date, in accordance with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses and has no working capital, which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ dbbmckennon

Newport Beach, CA 

January 8, 2021

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial Statements

See Accompanying Notes to the Financial Statements

STARTENGINE COLLECTIBLES FUND I LLC

NOTES TO FINANCIAL STATEMENTS

NOTE 1 – NATURE OF OPERATIONS

StartEngine Collectibles Fund I LLC was formed on October 14, 2020 (“Inception”) in the State of Delaware. The financial statements of StartEngine Collectibles Fund I LLC, (which may be referred to as the "Company", "we," "us," or "our") are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s headquarters are in Culver City, California.

The purpose of the Company and, unless otherwise provided in the applicable Series Designation, shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Delaware Act, (b) acquire, maintain and sell collectibles and other assets and, to exercise all of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

The Managing Member of the Company, StartEngine Assets, LLC, may, at any time and from time to time cause the Company to establish in writing (each, a “Series Designation”) one or more series as such term is used under Section 18-215 of the Delaware Act (each a “Series”). The Series Designation shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Shares associated with any other Series, or the Members associated therewith. The terms and conditions for each Series shall be as set forth in the operating agreement and the Series Designation, as applicable, for the Series.

Management Plans and Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. To date, the Company has incurred net losses and has no working capital. These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the financial statements are issued.

During the next 12 months, we intend to fund the Company’s operations through revenues from operations, member contributions or advances, and security offerings. There are no assurances that we will be able to raise capital on terms acceptable to the Company. If the Company is unable to obtain enough additional capital, it may be required to reduce the scope of planned operations, which could harm the business financial condition and operating results. The financial statements do not include any adjustments that might result from these uncertainties.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amount of expenses during the reporting periods. Actual results could materially differ from these estimates. It is reasonably possible that changes in estimates will occur in the near term.

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date. Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Fair-value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 14, 2020. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.

Cash and Cash Equivalents

For purpose of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

The Company will recognize revenue under the guidance of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, the Company 1) identifies the contract with the customer 2) identifies the performance obligations in the contract 3) determines the transaction price, 4) determines if an allocation of that transaction price is required to the performance obligations in the contract, and 5) recognizes revenue when or as the companies satisfies a performance obligation. To date, the Company has not recognized any revenue from intended operations.

Income Taxes

As of October 14, 2020, the Company is taxed as a Limited Liability Company (LLC). Under these provisions, the Company does not pay federal corporate income taxes on its taxable income. Instead, the Members are liable for individual federal and state income taxes on their respective shares of the Company’s taxable income. The Company will pay state franchise taxes. Each of the Series may elect to be taxed as a C corporation and as such will be subject to income tax at the Series level. The Company is subject to U.S. federal, state, and local income tax examinations by tax authorities for all periods since Inception. The Company currently does not have any ongoing tax examination.

Risks and Uncertainties

The Company’s operations are subject to compliance with new laws and regulations. Significant changes to regulations governing the way the Company derives revenues could impact the company negatively. Technological and advancements and updates as well as maintaining compliance standards are required to maintain the Company’s operations.

Concentration of Credit Risk

The Company will maintain its cash with a major financial institution located in the United States of America which it believes to be credit worthy.  Balances are insured by the Federal Deposit Insurance Corporation up to $250,000.  At times, the Company may maintain balances in excess of the federally insured limits.

Recent Accounting Pronouncements

The Financial Accounting Standards Board issues Accounting Standards Updates (“ASU”) to amend the authoritative literature in Accounting Standards Codification. Management believes that those issued to date are either already included in the Company’s accounting or (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to us or (iv) are not expected to have a significant impact our financial statements.

NOTE 3 – DUE TO RELATED PARTIES

To date, the Administrative Manager and the proposed Asset Manager paid for the formation and offering costs of the Company.  The costs will be allocated to the Series pursuant to the allocation policy.  The Series will be responsible for their costs, and the amount the Managers can be reimbursed each month for a Series is capped at .5% of the aggregate gross proceeds from an offering of that Series.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

We are currently not involved with or know of any pending or threatening litigation against the Company or any of its officers.

NOTE 5 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events that occurred after October 14, 2020 through January 8, 2021. There have been no events or transactions during this time which would have a material effect on these financial statements.

PART III – EXHIBITS

Exhibit Index

2.1 Certificate of Formation of StartEngine Collectibles Fund I LLC

2.2 Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC

2.3 Series Designation for Series Music

2.4 Series Designation for Series Wine

4.1 Form of Subscription Agreement for Series Music Shares

4.2 Form of Subscription Agreement for Series Wine Shares

8.1 Escrow Agreement*

11.1 Consent of Auditor

12.1 Opinion of CrowdCheck Law LLP*

* To be filed by amendment

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on January 20, 2021.

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

Exhibit 2.1

THE UNDERSIGNED, for the purpose of forming a limited liability company under the provisions and subject to the requirements of the Delaware Limited Liability Company Act, Chapter 18, Title 6 of the Delaware Code, as amended, does hereby certify as follows:

1.  Name. The name of the limited liability company formed hereby is StartEngine Collectibles Fund I LLC (the “Company”).

2.  Registered Office and Agent. The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801. The name of its registered agent at such address is The Corporation Trust Company.

3.  Series. The Limited Liability Company is a series LLC according to the provisions set forth under Section 18-215 of the Delaware Limited Liability Company Act. The Company may establish one or more designated series of members, managers, limited liability company interests or assets. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the Company or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective. Notice is hereby given that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Company generally or any other series thereof, and, unless otherwise provided in the limited liability company agreement of the Company, none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation this 14th day of October, 2020.

Exhibit 2.2

LIMITED LIABILITY COMPANY AGREEMENT

OF

STARTENGINE COLLECTIBLES FUND I LLC

TABLE OF CONTENTS

LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC

This LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC (this “Agreement”) is entered into this 5th day of January, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and the “Managing Member”), and each Asset Manager who becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.

RECITALS

A. The Company was formed as a series limited liability company under Section 18-215 of the Delaware Act pursuant to a certificate of formation filed with the Secretary of State of the State of Delaware on October 14, 2020.

B. The Managing Member desires to conduct its current and future business through the Company or through the Series.

AGREEMENT

NOW THEREFORE, the limited liability company agreement of the Company is hereby adopted to read in its entirety as follows:

ARTICLE I - DEFINITIONS

Section 1.01      Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“Abort Costs” means all fees, costs and expenses incurred in connection with any specific Series or Series proposal pursued by the Company and the Managing Member that is ultimately not effectuated or incurred by any related Asset Manager or by a person in contemplation of such person being named an Asset Manager in connection with such Series or Series proposal.

“Additional Economic Member” means a Person admitted as an Economic Member and associated with a Series in accordance with Article III as a result of an issuance of Shares of such Series to such Person by the Company.

“Administrative Manager” means the Person or Persons, if any, appointed, employed or contracted with by the Company and responsible for directing or performing the day-to-day business affairs of the Company and, unless otherwise indicated in a Series Designation, for each Series, including any Person to whom such Administrative Manager subcontracts substantially all of such functions, which shall initially be StartEngine Assets LLC, appointed as such pursuant to Section 5.02.

“Advisory Board” has the meaning assigned to such term in Section 5.05(a).

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning assigned to such term in the preamble.

“Allocation Policy” means the allocation policy of the Company adopted by the Managing Member in accordance with Section 5.02.

“Asset Base” has the meaning assigned to such term in Section 5.03(b)(ii)(B).

“Asset Base Date” for each Series shall be the asset base date indicated in the Series Designation; however, in the absence of such a designation shall be the end of the fiscal year for the year following such Series’ Initial Date.

“Asset Manager” means the Person or Persons, if any, appointed, employed or contracted with by the Company and responsible for directing or performing the day-to-day business affairs of a Series and as appointed in the respective Series Designation, including any Person to whom such Assets Manager subcontracts substantially all of such functions. The Asset Manager will not be a Member of the Company or of a Series as a result of acting in the capacity as Asset Manager hereunder.

“Business Day” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York are authorized or required to close.

“Capital Contribution” means with respect to any Member, the amount of cash and the initial Gross Asset Value of any other property contributed or deemed contributed to the capital of a Series by or on behalf of such Member, reduced by the amount of any liability assumed by such Series relating to such property and any liability to which such property is subject.

“Certificate of Formation” means the Certificate of Formation of the Company filed with the Secretary of State of the State of Delaware, as referenced in Section 2.9, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“Company” means StartEngine Collectibles Fund I LLC, a Delaware series limited liability company, and any successors thereto.

“Conflict of Interest” means any matter that the Managing Member believes may involve a conflict of interest that is not otherwise addressed by the Allocation Policy or (ii) any transaction that is deemed to be a Principal Transaction.

“Delaware Act” means the Delaware Limited Liability Company Act, 6 Del. C. Section 18 101, et seq.

“DGCL” means the General Corporation Law of the State of Delaware, 8 Del. C. Section 101, et seq.

“Economic Member” means together, the Investor Members, Additional Economic Members (including any Person who receives Shares in connection with any goods or services provided to a Series (including in respect of the sale of a Series Asset to that Series)) and their successors and assigns admitted as Additional Economic Members and Substitute Economic Members, in each case who is admitted as a Member of such Series, but shall exclude the Managing Member in its capacity as a Managing Member. For the avoidance of doubt, any of the Managing Member, the Administrative Manager, the Asset Manager or their respective Affiliates shall be an Economic Member to the extent it purchases Shares in a Series.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Excess Free Cash Flow” means the amount, for each Series, in each calendar year, that the Free Cash Flow is in excess any Preferred Return (and any Preferred Return that accrued with respect to a prior calendar year but has not yet been distributed).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expenses and Liabilities” has the meaning assigned to such term in Section 5.06(a).

“Free Cash Flow” means any available cash for distribution generated from the net income received by a Series (before accounting for the Service Fee), as determined by the Managing Member to be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown on the balance sheet of such Series), (ii) any amortization to the relevant Series Assets (as shown on the income statement of such Series), (iii) any depreciation to the relevant Series Assets (as shown on the income statement of such Series), (iv) any other non-cash Operating Expenses, and (v) any amounts that were previously retained as Reserves that, during such period, the Managing Member determines, in its reasonable discretion, are no longer needed by the Company less (a) any capital expenditures made (or intended to be made by the Managing Member), (b) any other liabilities or obligations of the Series, in each case to the extent not already paid or provided for, (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental to such termination and winding as allocated to the relevant Series in accordance with Section 6.03, and (d) any amounts that, during such period, the Managing Member determines, in its reasonable discretion are necessary or appropriate to create or increase Reserves for actual and anticipated expenses and liabilities of the Company.

“Form of Adherence” means, in respect of an Initial Offering or Subsequent Offering, a subscription agreement or other agreement substantially in the form appended to the Offering Document pursuant to which an Investor Member or Additional Economic Member agrees to adhere to the terms of this Agreement or, in respect of a Transfer, a form of adherence or instrument of Transfer, each in a form satisfactory to the Managing Member from time to time, pursuant to which a Substitute Economic Member agrees to adhere to the terms of this Agreement.

“Governmental Entity” means any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof.

“Gross Asset Value” means, with respect to any asset contributed by an Economic Member to a Series, the gross fair market value of such asset as determined by the Administrative Manager in its good faith discretion.

“Independent Representative” means the Advisory Board, or in the absence of an Advisory Board or the independence of the Advisory Board, an independent representative appointed by the Managing Member to review and approve certain transactions involving a Conflict of Interest in order to protect the interests of the Company, each Series and the Members.

“Indemnified Person” means (a) any Person who is or was an Officer of the Company or any Series, (b) any Person with respect to the Company or any Series who is or was a Managing Member, Manager or Liquidator, together with their respective officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors, (c) any Person who is or was serving at the request of the Company on its or any Series behalf as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided, that, except to the extent otherwise set forth in a written agreement between such Person and the Company or a Series, a Person shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative or custodial services, (d) any member of the Advisory Board appointed by the Managing Member pursuant to Section 5.05, and (e) any Person the Managing Member designates as an Indemnified Person for purposes of this Agreement.

“Initial Date” means the date of the initial closing of the Initial Offering of any Series.

“Initial Member” or “Initial Members” means the Person or Persons identified in the Series Designation of any Series as the Initial Member[s] associated therewith.

“Initial Offering” means the first offering or private placement and issuance of Shares of any Series.

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“Investor Members” mean those Persons who acquire Shares in the Initial Offering or Subsequent Offering and their successors and assigns admitted as Additional Economic Members.

“Liquidator” means one or more Persons selected by the Managing Member to perform the functions described in Section 11.02 as liquidating trustee of the Company or a Series, as applicable, within the meaning of the Delaware Act.

“Management Agreement” means any agreement between the Company, a Series, the Managing Member, a Manager and the other parties named therein pursuant to which such Manager will direct or perform the day-to-day business affairs of the Managing Member as specified herein or in such Management Agreement.

“Managers” means the Administrative Manager and the Asset Manager and such other Person who enters into a Management Agreement; and “Manager” means each of such Managers.

“Managing Member” means, as the context requires, the Managing Member of the Company or the Managing Member of a Series.

“Market Price” means, with respect to the Shares of each Series on a particular date, the Original Issue Price until the NAV Date. Thereafter, the Market Price for each Series will be calculated as of the end of each annual period, beginning with the NAV Date, or such other period as determined by the Administrative Manager in its sole discretion, but no less frequently than annually, and will be adjusted as of January 1st of each year, or the first day of such other fiscal period as applicable (or as soon as commercially reasonable and announced by the Company thereafter), to the Company’s NAV for that Series at the end of the prior period divided by the number of Shares outstanding of that Series as of the end of the prior period, after giving effect to any share purchases, redemptions, contributions or distributions made through the end of the prior period and disclosed by the Company in either a pricing supplement filed by the Company with the SEC or on the Company’s website (NAV per share).

“Member” means each member of the Company or each member associated with a Series, including, unless the context otherwise requires, each Initial Member, each Managing Member, each Economic Member (as the context requires), each Substitute Economic Member and each Additional Economic Member.

“NAV” or net asset value for each Series shall be calculated by the Administrative Manager at the end of each annual period, or such other period as determined by the Administrative Manager in its sole discretion, but no less frequently than annually, beginning the last day of the calendar year of the year following the Initial Date (the “NAV Date”), unless another date is indicated in the Series Designation. The Administrative Manager shall calculate each Series’ NAV using a process that reflects, among other matters, (1) the estimated value of the Series Assets in each Series, as determined by the Investment Manager’s asset management team, including related liabilities, based upon (a) market capitalization rates, comparable sales information, interest rates, net operating income, (b) with respect to debt, if any, default rates, discount rates and loss severity rates, and (c) in certain instances reports of the Series Assets provided by an independent valuation expert, (2) the price of liquid assets for which third party market quotes are available, (3) accruals of the Company’s periodic distributions and (4) estimated accruals of the Company’s operating revenues and expenses, including any Reserves.

The Investment Manager may, in its discretion, retain an independent valuation expert to provide annual valuations of the Series Assets and investments, including related liabilities, to be set forth in individual appraisal reports of the Series Assets, and to update such reports if the Investment Manager, in its discretion, determines that a material event has occurred the may materially affect the value of the Company’s Series Assets and investments, including related liabilities.

“National Securities Exchange” means an exchange registered with the SEC under Section 6(a) of the Exchange Act.

“Offering Document” means, with respect to any Series or the Shares of any Series, the prospectus, offering memorandum, offering circular, offering statement, offering circular supplement, private placement memorandum or other offering documents related to the Initial Offering or Subsequent Offering of such Shares, in the form approved by the Managing Member and, to the extent required by applicable law, approved or qualified, as applicable, by any applicable Governmental Entity, including without limitation the SEC.

“Offering and Formation Expenses” means in respect of each Series, the following fees, costs and expenses allocable to such Series or such Series pro rata share (as determined by the Allocation Policy, if applicable) of any such fees, costs and expenses allocable to the Company incurred in connection with formation of the Company or a Series and executing the Offering, consisting of underwriting (including broker or dealer fees), legal, accounting, escrow and compliance costs related to a specific offering.

“Officers” means any president, vice president, secretary, treasurer or other officer of the Company or any Series as the Manager may designate (which shall, in each case, constitute managers within the meaning of the Delaware Act).

“Operating Expenses” means in respect of each Series, the following third-party charges and out-of-pocket costs and expenses allocable to such Series or such Series pro rata share (as determined by the Allocation Policy, if applicable) of any such third-party charges and out-of-pocket costs and expenses allocable to the Company:

(a)            any fees and expenses incurred in connection with the evaluation, discovery, investigation, development, financing, acquisition and sale of Series Assets;

(b)        forming and operating subsidiaries; due diligence fees (including appraisal, research of general due diligence fees for assets that are not ultimately acquired);

(c)        costs incurred to present any investment opportunities to the Managing Member or the relevant Asset Manager;

(d)        brokerage and sales fees and commissions;

(e)        the acquisition, ownership, management, financing, hedging of interest rates on financings, or sale of Series Assets;

(f)         meetings with or reporting to the Managing Member or relevant Asset Manager; however, any expenses related to travel and lodging must have the approval of the Managing Member;

(g)        any and all third-party charges and out-of-pocket costs and expenses incurred in connection with the management of the Series Assets of a Series, including import taxes, income taxes, storage (including property rental fees should the Managing Member and the relevant Asset Manager acting jointly decide to rent a property to store a number of Series Assets), security, valuation, custodial, marketing and utilization of the Series Asset;

(h)        any third-party charges and out-of-pocket costs and expenses incurred in connection with preparing any reports and accounts of each Series of Shares, including any blue sky filings required in order for a Series of Share to be made available to investors in certain states and any annual audit of the accounts of such Series of Shares (if applicable) and any reports to be filed with the SEC including periodic reports on Forms 1-K, 1-SA and 1-U;

(i)         any and all insurance premiums or expenses, including directors and officer’s insurance covering an Indemnified Person;

(j)         any withholding or transfer taxes imposed as a result of any transaction in its investments or on its or the Company’s income or distributions;

(k)        any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements;

(l)         any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series, the Administrative Manager or the Asset Manager in connection with the affairs of the Company or a Series;

(m)       the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series;

(n)        all custodial fees, costs and expenses in connection with the holding of a Series Asset or Shares;

(o)        any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Managing Member in connection with a Series;

(p)        the cost of the audit of the Company’s annual financial statements and the preparation of its tax returns and circulation of reports to Economic Members;

(q)        the cost of any audit of a Series annual financial statements, the third party charges, and out-of-pocket costs and expenses incurred in connection with making of any tax filings on behalf of a Series and circulation of reports to Economic Members;

(r)         any indemnification payments to be made pursuant to Section 5.06;

(s)        the fees and expenses of the Company’s or a Series counsel in connection with advice directly relating to the Company’s or a Series’ legal affairs;

(t)         the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Managing Member or any Manager in connection with the operations of the Company or a Series; and

(u)        any similar expenses that may be determined to be Operating Expenses, as determined by the Administrative Manager in its reasonable discretion.

“Operating Expenses Reimbursement Obligation(s)” has the meaning ascribed in Section 6.02(b)(iii).

“Opinion of Counsel” means a written opinion of counsel (who may be regular counsel to the Company or any of its Affiliates) acceptable to the Administrative Manager.

“Original Issue Price” for each Series shall mean the Share price indicated in the Offering Document at the Initial Date for such Series.

“Outstanding” means all Shares that are issued by the Company and reflected as outstanding on the Company’s books and records as of the date of determination.

“Percentage Interest” means for each Series the percentage determined by dividing the number of Shares of an Economic Member by the sum of the Shares of all Economic Members.

“Person” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, Governmental Entity or other entity.

“Plan Member” means each Economic Member any of the assets of which are subject to any Plan Governing Law.

“Plan Governing Law” means any of (a) Title I of ERISA, (b) Code Section 4975 or (c) the provisions of any state, local, non-U.S. or other federal law or regulations applicable to an “employee benefit plan,” as defined in Section 3(3) of ERISA, that is not subject to Title I of ERISA (including non-U.S. employee benefit plans and government plans) that are similar to the provisions contained in Title I of ERISA and/or Code Section 4975, but only if the provisions of any such other law or regulation could reasonably be construed to provide that all or a portion of the assets of the Company could be deemed to constitute the assets of such employee benefit plan under such law or regulation by reason of the (direct or indirect) investment by such employee benefit plan in the Company.

“Preferred Return” means for each relevant period and each Series, an amount equal to a cumulative, non-compounded, preferred annual return based on the Preferred Return Rate on the aggregate Capital Contributions made by the Economic Members as of the last day of such period, determined by taking into account the dates on which all such Capital Contributions and distributions were made.

“Preferred Return Rate” means preferred return rate of each Series as specified in each Series Designation.

“Record Date” means the date established by the Administrative Manager for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Members associated with any Series or entitled to exercise rights in respect of any lawful action of Members associated with any Series or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“Record Holder or holder” means the Person in whose name such Shares are registered on the books of the Company as of the opening of business on a particular Business Day, as determined by the Administrative Manager in accordance with this Agreement.

“Reserves” means for each Series the funds set aside and held by such Series or any subsidiary in amounts determined by the Administrative Manager, to cover the payment of all current or future expenses, liabilities and obligations of such Series or any of its subsidiaries (whether for expense items, capital expenditures, improvements, retirement of indebtedness, operations, or otherwise, and including any fees payable by the Company under this Agreement) and contingencies, known or unknown, liquidated or unliquidated, including liabilities that may be incurred in litigation and Expenses and Liabilities pursuant to the indemnification provisions of this Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Series” has the meaning assigned to such term in Section 3.03(a).

“Series Assets” means, at any particular time, all assets, properties (whether tangible or intangible, and whether real, personal or mixed) and rights of any type contributed to or acquired by a particular Series and owned or held by or for the account of such Series, whether owned or held by or for the account of such Series as of the date of the designation or establishment thereof or thereafter contributed to or acquired by such Series.

“Series Designation” has the meaning assigned to such term in Section 3.03(a).

“Service Fee” unless other specified in the Series Designation has the meaning assigned to such term in Section 5.02(b)(i).

“Share” means a share in a Series issued by the Company that evidences a Members rights, powers and duties with respect to the Company and such Series pursuant to this Agreement and the Delaware Act. For avoidance of doubt, no Shares will be issued to the Initial Members in their capacities as Initial Members.

“Share Designation” has the meaning ascribed in Section 3.03(f).

“Subsequent Offering” means any further issuance of Shares in any Series, excluding any Initial Offering or Transfer.

“Substitute Economic Member” means a Person who is admitted as an Economic Member of the Company and associated with a Series pursuant to Section 4.01(b) as a result of a Transfer of Shares to such Person, and its successors and assigns admitted as Economic Members pursuant to Article III.

“Super Majority Vote” means, the affirmative vote of the holders of outstanding Shares of all Series representing at least two-thirds of the total votes that may be cast by all such outstanding Shares, voting together as a single class.

“Transfer” means, with respect to a Share, a transaction by which the Record Holder of a Share assigns such Share to another Person who is or becomes a Member, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

“U.S. GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to time.

Section 1.02        Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (b) references to paragraphs, Articles and Sections refer to paragraphs, Articles and Sections of this Agreement; (c) the term “include” or “includes” means includes, without limitation, and “including” means including, without limitation; (d) the words herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision; (e) or has the inclusive meaning represented by the phrase and/or; (f) unless the context otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications thereto; (g) references to any Person shall include all predecessors of such Person, as well as all permitted successors, assigns, executors, heirs, legal representatives and administrators of such Person; and (h) any reference to any statute or regulation includes any implementing legislation and any rules made under that legislation, statute or statutory provision, whenever before, on, or after the date of the Agreement, as well as any amendments, restatements or modifications thereof, as well as all statutory and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

ARTICLE II- ORGANIZATION

Section 2.01        Formation. The Company has been formed as a series limited liability company pursuant to Section 18-215 of the Delaware Act. Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members and the administration, dissolution and termination of the Company and each Series shall be governed by the Delaware Act.

Section 2.02        Name. The name of the Company shall be StartEngine Collectibles Fund I LLC. The business of the Company and any Series may be conducted under any other name or names, as determined by the Administrative Manager. The Administrative Manager may change the name of the Company at any time and from time to time and shall notify the Asset Manager and Economic Members of such change in the next regular communication to the Asset Manager and Economic Members or by press release or the filing of a report with the SEC disclosing such change, as applicable.

Section 2.03        Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the Administrative in its sole discretion, the registered office of the Company in the State of Delaware shall be as set forth in the Certificate of Formation, and the registered agent for service of process on the Company and each Series in the State of Delaware shall be as set forth in the Certificate of Formation. The principal office of the Company shall be located at 9900 Culver Boulevard, Culver City, CA 90232 or such other place as the Administrative Manager may from time to time designate by notice to the Economic Members associated with the applicable Series or by press release or the filing of a report with the SEC disclosing the location of such principal office. The Company and each Series may maintain offices at such other place or places within or outside the State of Delaware as the Administrative Manager determines to be necessary or appropriate. The Administrative Manager may change the registered office, registered agent or principal office of the Company or of any Series at any time and from time to time and shall notify the applicable Asset Manager and Economic Members of such change in the next regular communication to such Asset Manager and Economic Members or by press release or the filing of a report with the SEC, as applicable.

Section 2.04         Purpose. The purpose of the Company and, unless otherwise provided in the applicable Series Designation, each Series shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a series limited liability company organized pursuant to the Delaware Act, (b) acquire, maintain and sell collectibles and other assets and, to exercise all of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (c) conduct any and all activities related or incidental to the foregoing purposes.

Section 2.05         Powers. The Company, each Series and, subject to the terms of this Agreement, the Managing Member shall be empowered to do any and all acts and things necessary or appropriate for the furtherance and accomplishment of the purposes described in Section 2.04.

Section 2.06         Power of Attorney.

(a)          Each Economic Member hereby constitutes and appoints the Administrative Manager and, if a Liquidator shall have been selected pursuant to Section 11.02, the Liquidator, and each of their authorized officers and attorneys in fact, as the case may be, with full power of substitution, as his or her true and lawful agent and attorney in fact, with full power and authority in his or her name, place and stead, to:

(i)            execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and other instruments (including this Agreement and the Certificate of Formation and all amendments or restatements hereof or thereof) that the Administrative Manager, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (B) all certificates, documents and other instruments that the Administrative Manager, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments that the Administrative Manager or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation or termination of the Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal or substitution of any Member pursuant to, or in connection with other events described in, Article III or Article XI; (E) all certificates, documents and other instruments relating to the determination of the rights, preferences and privileges of Shares of any Series issued pursuant to Section 3.03; (F) all certificates, documents and other instruments that the Administrative Manager or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and

(ii)           execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Administrative Manager or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Members hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when any provision of this Agreement that establishes a percentage of the Members or of the Members of any Series required to take any action, the Administrative Manager, or the Liquidator, may exercise the power of attorney made in this Section 2.06(a) only after the necessary vote, consent, approval, agreement or other action of the Members or of the Members of such Series, as applicable.

Nothing contained in this Section 2.06 shall be construed as authorizing the Administrative Manager, or the Liquidator, to amend, change or modify this Agreement except in accordance with Article XII or as may be otherwise expressly provided for in this Agreement.

(b) The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Economic Member and the transfer of all or any portion of such Economic Members Shares and shall extend to such Economic Members heirs, successors, assigns and personal representatives. Each such Economic Member hereby agrees to be bound by any representation made by any officer of the Administrative Manager, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Economic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Administrative Manager, or the Liquidator, taken in good faith under such power of attorney in accordance with this Section 2.06. Each Economic Member shall execute and deliver to the Administrative Manager, or the Liquidator, within 15 days after receipt of the request therefor, such further designation, powers of attorney and other instruments as any of such Officers or the Liquidator determines to be necessary or appropriate to effectuate this Agreement and the purposes of the Company.

Section 2.07         Term. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Delaware Act. The existence of each Series shall commence upon the effective date of the Series Designation establishing such Series, as provided in Section 3.03. The term of the Company and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of Article XI. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation as provided in the Delaware Act.

Section 2.08         Title to Assets. All Shares shall constitute personal property of the owner thereof for all purposes and a Member has no interest in specific assets of the Company or applicable Series Assets. Title to any Series Assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Series to which such asset was contributed or by which such asset was acquired, and none of the Company, any Member, Officer or other Series, individually or collectively, shall have any ownership interest in such Series Assets or any portion thereof. Title to any or all of the Series Assets may be held in the name of the relevant Series or one or more nominees, as the Asset Manager of the Company or applicable Series may determine. All Series Assets shall be recorded by the Asset Manager as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series Assets is held.

Section 2.09         Certificate of Formation. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware, such filing being hereby confirmed, ratified and approved in all respects. The Administrative Manager shall use reasonable efforts to cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation, qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company or any Series may elect to do business or own property. To the extent that the Administrative Manager determines such action to be necessary or appropriate, the Administrative Manager shall, or shall direct the appropriate Officers, to file amendments to and restatements of the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of the State of Delaware or of any other state in which the Company or any Series may elect to do business or own property, and if an Officer is so directed, such Officer shall be an authorized person of the Company and, unless otherwise provided in a Series Designation, each Series within the meaning of the Delaware Act for purposes of filing any such certificate with the Secretary of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Formation, any qualification document or any amendment thereto to any Member.

ARTICLE III- MEMBERS, SERIES AND SHARES

Section 3.01          Members.

(a)           Subject to Section 3.01(b), a Person shall be admitted as an Economic Member and Record Holder either as a result of an Initial Offering, Subsequent Offering, a Transfer or at such other time as determined by the Administrative Manager, and upon (i) agreeing to be bound by the terms of this Agreement by completing, signing and delivering to the Administrative Manager a completed Form of Adherence, which is then accepted by the Administrative Manager, (ii) the prior written consent of the Administrative Manager, and (iii) otherwise complying with the applicable provisions of Article III and Article IV.

(b)           The Administrative Manager may withhold its consent to the admission of any Person as an Economic Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of Shares of any Series, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act (which limitations may be waived by the Administrative Manager in its sole discretion), (ii) could adversely affect the Company or a Series or subject the Company, a Series, the Managing Member, the Administrative Manager, any Asset Manager, or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Managing Member, the Administrative Manager, any Asset Manager or any of their respective Affiliates to any tax to which it would not otherwise be subject, (iii) cause the Company to be required to register as an investment company under the Investment Company Act, (iv) cause the Managing Member, the Administrative Manager, any Asset Manager or any of their Affiliates being required to register under the Investment Advisers Act, or (v) cause the assets of the Company or any Series to be treated as plan assets as defined in Section 3(42) of ERISA. A Person may become a Record Holder without the consent or approval of any of the Economic Members. A Person may not become a Member of a Series without acquiring a Share of such Series, other than the Managing Member and the Initial Members prior to the Initial Date.

(c)           The name and mailing address of each Member shall be listed on the books and records of the Company and each Series maintained for such purpose by the Company and each Series. The Administrative Manager shall update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.

(d)           Except as otherwise provided in the Delaware Act and subject to Section 3.01(e) and Section 3.03 relating to each Series, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member.

(e)           Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of a Series, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of such Series, and not of any other Series. In addition, the Members shall not be obligated personally for any such debt, obligation or liability of any Series solely by reason of being a Member.

(f)            Unless otherwise provided herein, and subject to Article XI, Members may not be expelled from or removed as Members of the Company. Members shall not have any right to resign or redeem their Shares from the Company; provided that when a transferee of a Members Shares becomes a Record Holder of such Shares, such transferring Member shall cease to be a Member of the Company and the relevant Series with respect to the Shares so transferred and that. However, all Members of a Series shall cease to be Members of such Series when such Series is finally liquidated in accordance with Section 11.03.

(g)           Except as may be otherwise agreed between the Company or a Series, on the one hand, and a Member, on the other hand, any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company or a Series, including business interests and activities in direct competition with the Company or any Series. None of the Company, any Series or any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

(h)           StartEngine Assets LLC is the Managing Member of the Company with effect from the date of the formation of the Company on October 14, 2020 and shall continue as the Managing Member of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.01(a), or (ii) its removal or replacement pursuant to Section 4.03 or Article X. Except as otherwise set forth in the Series Designation, the Managing Member of each Series shall be StartEngine Assets LLC until the earlier of (i) the dissolution of the Series pursuant to Section 11.01(b) or (ii) its withdrawal or removal pursuant to Section 4.03 or Article X. Unless provided otherwise in this Agreement, the Shares held by the Managing Member, any Manager or any of their respective Affiliates shall be identical to those of an Economic Member and will not have any additional distribution, redemption, conversion or liquidation rights by virtue of their status as being held by the Managing Member, a Manager or an Affiliate thereof ; provided, that the Managing Member and any Manager shall have the rights, duties and obligations thereof as provided hereunder, regardless of whether the Managing Member or such Manager shall hold any Shares.

(i)            StartEngine Assets LLC has been appointed as the Administrative Manager of the Company with effect from the date of the formation of the Company on October 14, 2020 and each shall continue as the Administrative Manager of the Company until the earlier of (i) the dissolution of the Company pursuant to Section 11.01(a), or (ii) its withdrawal or removal pursuant to Section 5.03(c). Except as otherwise set forth in the Series Designation, the Administrative Manager of each Series shall be StartEngine Assets LLC until the earlier of (i) the dissolution of the Series pursuant to Section 11.01(b) or (ii) its withdrawal or removal pursuant to Section 5.03(c).

(j)            Each Asset Manager of a Series will be appointed as the Asset Manager of such Series with effect from the date of signing the joinder agreement in substantially the form set forth in Exhibit A hereto and shall continue as the Asset Manager of such Series, except as otherwise set forth in the Series Designation, until the earlier of (i) the dissolution of such Series pursuant to Section 11.01(b) or (ii) its withdrawal or removal pursuant to Section 5.03(c).

Section 3.02          Capital Contributions for each Series.

(a)           The minimum number of Shares a Member may acquire in each Series is one (1) Share or such higher or lesser amount as the Administrative Manager may determine from time to time and as specified in each Series Designation, as applicable. Persons acquiring Shares through an Initial Offering or Subsequent Offering shall make a Capital Contribution to the Company in an amount equal to the per share price determined in connection with such Initial Offering or Subsequent Offering and multiplied by the number of Shares acquired by such Person in such Initial Offering or Subsequent Offering, as applicable. Persons acquiring Shares in a manner other than through an Initial Offering or Subsequent Offering or pursuant to a Transfer shall make such Capital Contribution as shall be determined by the Administrative Manager in its sole discretion.

(b)           Except as expressly permitted by the Administrative Manager, in its sole discretion (i) initial and any additional Capital Contributions to the Company or Series as applicable, by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Administrative Manager of a Person’s admission as a Member to a Series (or a Member’s application to acquire additional Shares) (or within five business days thereafter with the Administrative Manager’s approval). No Member shall be required to make an additional capital contribution to the Company or Series but may make an additional Capital Contribution to acquire additional Shares at such Member’s sole discretion.

(c)           Except to the extent expressly provided in this Agreement (including any Series Designation): (i) no Member shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution or termination of the Company or any Series may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member holding any Shares of a Series shall have priority over any other Member holding Shares of the same Series either as to the return of Capital Contributions or as to distributions; (iii) no interest shall be paid by the Company or any Series on any Capital Contributions; and (iv) no Economic Member, in its capacity as such, shall participate in the operation or management of the business of the Company or any Series, transact any business in the Company or any Series name or have the power to sign documents for or otherwise bind the Company or any Series by reason of being a Member.

Section 3.03          Series of the Company.

(a)           Establishment of Series. Subject to the provisions of this Agreement, the Managing Member may, at any time and from time to time and in compliance with Section 3.03(c), cause the Company to establish in writing (each, a “Series Designation”) one or more series as such term is used under Section 18-215 of the Delaware Act (each a “Series”). The Series Designation shall relate solely to the Series established thereby and shall not be construed: (i) to affect the terms and conditions of any other Series, or (ii) to designate, fix or determine the rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Shares associated with any other Series, or the Members associated therewith. The terms and conditions for each Series established pursuant to this Section 3.03(a) shall be as set forth in this Agreement and the Series Designation, as applicable, for the Series. Upon approval of any Series Designation by the Managing Member, such Series Designation shall be attached to this Agreement as an Exhibit until such time as none of such Shares of such Series remain Outstanding.

(b)           Series Operation. Each of the Series shall operate to the extent practicable as if it were a separate limited liability company.

(c)          Series Designation. The Series Designation establishing a Series may: (i) specify a name or names under which the business and affairs of such Series may be conducted; (ii) designate, fix and determine the relative rights, powers, authority, privileges, preferences, duties, responsibilities, liabilities and obligations in respect of Shares of such Series and the Members associated therewith (to the extent such terms differ from those set forth in this Agreement) and (iii) designate or authorize the designation of specific Officers to be associated with such Series. A Series Designation (or any resolution of the Managing Member amending any Series Designation) shall be effective when a duly executed Series Designation is included by the Administrative Manager among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the Shares of such Series shall be deemed to have been authorized in accordance with the provisions thereof). The Series Designation establishing a Series may set forth specific provisions governing the rights of such Series against a Member associated with such Series who fails to comply with the applicable provisions of this Agreement (including, for the avoidance of doubt, the applicable provisions of such Series Designation). In the event of a conflict between the terms and conditions of this Agreement and a Series Designation, the terms and conditions of the Series Designation shall prevail.

(d)          Assets and Liabilities Associated with a Series.

(i)            Assets Associated with a Series. All consideration received by the Company for the issuance or sale of Shares of a particular Series, together with all assets in which such consideration is invested or reinvested, and all income, earnings, profits and proceeds thereof, from whatever source derived, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, shall, subject to the provisions of this Agreement, be held for the benefit of the Series or the Members associated with such Series, and not for the benefit of the Members associated with any other Series, for all purposes, and shall be accounted for and recorded upon the books and records of the Series separately from any assets associated with any other Series. In the event that there are any assets in relation to the Company that, in the Administrative Manager’s reasonable judgment, are not readily associated with a particular Series, the Administrative Manager shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Administrative Manager pursuant to the provisions of Section 3.03(d)(i) shall be conclusive and binding upon the Members associated with each and every Series. Separate and distinct records shall be maintained for each and every Series, and the Administrative Manager shall not commingle the assets of one Series with the assets of any other Series.

(ii)           Liabilities Associated with a Series. All debts, liabilities, expenses, costs, charges, obligations and reserves incurred by, contracted for or otherwise existing with respect to a particular Series shall be charged against the assets associated with that Series. In the event that there are any liabilities in relation to the Company that, in the Administrative Managers’ reasonable judgment, are not readily associated with a particular Series, the Administrative Manager shall allocate and charge (including indemnification obligations) such liabilities to, between or among any one or more of the Series, in such manner and on such basis as the Administrative Manager deems fair and equitable and in accordance with the Allocation Policy, and any liability so allocated and charged to a particular Series shall thereupon be deemed to be a liability associated with that Series. Each allocation by the Administrative Manager pursuant to the provisions of this Section 3.03(d)(ii) shall be conclusive and binding upon the Members associated with each and every Series. All liabilities associated with a Series shall be enforceable against the assets associated with that Series only, and not against the assets associated with the Company or any other Series, and except to the extent set forth above, no liabilities shall be enforceable against the assets associated with any Series prior to the allocation and charging of such liabilities as provided above. Any allocation of liabilities that are not readily associated with a particular Series to, between or among one or more of the Series shall not represent a commingling of such Series to pool capital for the purpose of carrying on a trade or business or making common investments and sharing in profits and losses therefrom. The Administrative Manager has caused notice of this limitation on inter-series liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18-215(b) of the Delaware Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-207 of the Delaware Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement, no distribution on or in respect of Shares in a particular Series, including, for the avoidance of doubt, any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any Member or former Member associated with a Series otherwise have any right or claim against the assets associated with any other Series (except to the extent that such Member or former Member has such a right or claim hereunder as a Member or former Member associated with such other Series or in a capacity other than as a Member or former Member).

(e)           Ownership of Series Assets. Title to and beneficial interest in Series Assets shall be deemed to be held and owned by the relevant Series and no Member or Members of such Series, individually or collectively, shall have any title to or beneficial interest in specific Series Assets or any portion thereof. Each Member of a Series irrevocably waives any right that it may have to maintain an action for partition with respect to its interest in the Company, any Series or any Series Assets. Any Series Assets may be held or registered in the name of the relevant Series, in the name of a nominee or as the Asset Manager may determine; provided, however, that Series Assets shall be recorded as the assets of the relevant Series on the Company’s books and records, irrespective of the name in which legal title to such Series Assets is held. Any corporation, brokerage firm or transfer agent called upon to transfer any Series Assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Asset Manager or its agents without inquiry as to the authority of the person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

(f)            Prohibition on Issuance of Preference Shares. No Shares shall entitle any Member to any preemptive, preferential or similar rights unless such preemptive, preferential or similar rights are set forth in the applicable Series Designation on or prior to the Initial Date of such Series (the designation of such preemptive, preferential or similar rights with respect to a Series in the Series Designation, the “Share Designation”).

(g)           Withdrawing Initial Members. Upon the Initial Closing of a Series, the Initial Members of that Series shall be automatically withdrawn as Members of the Series. At such time the Initial Members shall have no further right, interest or obligation of any kind whatsoever as Members of the Series.

Section 3.04          Authorization to Issue Shares.

(a)           The Company may issue Shares, and options, rights and warrants relating to Shares, for any Company or Series purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Managing Member shall determine, all without the approval of the Economic Members. Each Share shall have the rights and be governed by the provisions set forth in this Agreement (including any Series Designation).

(b)           Unless otherwise provided in the applicable Series Designation, the Company is authorized to issue in respect of each Series an unlimited number of Shares. All Shares issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Shares in the Company and the related Series, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Series Designation).

Section 3.05          Voting Rights of Shares Generally. Unless otherwise provided in this Agreement or any Series Designation, (i) each Record Holder of Shares shall be entitled to one vote per Share for all matters submitted for the consent or approval of Members generally, (ii) all Record Holders of Shares (regardless of Series) shall vote together as a single class on all matters as to which all Record Holders of Shares are entitled to vote, (iii) Record Holders of a particular Series of Share shall be entitled to one vote per Share for all matters submitted for the consent or approval of the Members of such Series and (iv) none of the Managing Member, any Manager or any of their Affiliates shall not be entitled to vote in connection with any Shares they hold and no such Shares shall be deemed Outstanding for purposes of any such vote.

Section 3.06          Record Holders. The Company shall be entitled to recognize the Record Holder as the owner of a Share and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Share on the part of any other Person, regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which such Shares are listed for trading (if ever). Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring or holding Shares, as between the Company on the one hand, and such other Persons on the other, such representative Person shall be the Record Holder of such Shares.

Section 3.07          Splits.

(a)           Subject to Section 3.07(c) and Section 3.04, and unless otherwise provided in any Share Designation, the Company may make a pro rata distribution of Shares of a Series to all Record Holders of such Series, or may effect a subdivision or combination of Shares of any Series, in each case, on an equal per Share basis and so long as, after any such event, any amounts calculated on a per Share basis or stated as a number of Shares are proportionately adjusted

(b)           Whenever such a distribution, subdivision or combination of Shares is declared, the Administrative Manager shall select a date as of which the distribution, subdivision or combination shall be effective. The Administrative Manager shall send notice thereof at least 20 days prior to the date of such distribution, subdivision or combination to each Record Holder as of a date not less than 10 days prior to the date of such distribution, subdivision or combination. The Administrative Manager also may cause a firm of independent public accountants selected by it to calculate the number of Shares to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Administrative Manager shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c)           Subject to Section 3.04 and unless otherwise provided in any Series Designation, the Company shall not issue fractional Shares upon any distribution, subdivision or combination of Shares. If a distribution, subdivision or combination of Shares would otherwise result in the issuance of fractional Shares, each fractional Share shall be rounded to the nearest whole Share (and a 0.5 Share shall be rounded to the next higher Share).

Section 3.08         Agreements. The rights of all Members and the terms of all Shares are subject to the provisions of this Agreement (including any Series Designation).

ARTICLE IV– REGISTRATION, TRANSFER OF INTERESTS AND REDEMPTIONS

Section 4.01         Maintenance of a Register. Subject to the restrictions on Transfer and ownership limitations contained below:

(a)          The Company shall keep or cause to be kept on behalf of the Company and each Series a register that will set forth the Record Holders of each of the Shares and information regarding the Transfer of each of the Shares. The Administrative Manager is hereby initially appointed as registrar and transfer agent of the Shares, provided that the Administrative Manager may appoint such third party registrar and transfer agent (including affiliates of the Administrative Manager) as it determines appropriate in its sole discretion, for the purpose of registering Shares and Transfers of such Shares as herein provided, including as set forth in any Series Designation.

(b)          Upon acceptance by the Administrative Manager or its appointee of the Transfer of any Share, each transferee of a Share (i) shall be admitted to the Company as a Substitute Economic Member with respect to the Shares so transferred to such transferee when any such transfer or admission is reflected in the books and records of the Company, (ii) shall be bound by the terms of this Agreement by completing a Form of Adherence to the reasonable satisfaction of the Administrative Manager in accordance with Section 4.02(g)(ii), (iii) shall become the Record Holder of the Shares so transferred, (iv) shall be deemed to have taken over the Capital Contributions attributed, if any, to such Shares (v) grants powers of attorney to the Administrative Manager and any Liquidator of the Company and each of their authorized officers and attorneys in fact, as the case may be, as specified herein, and (vi) makes the consents and waivers contained in this Agreement. The Transfer of any Shares and the admission of any new Economic Member shall not constitute an amendment to this Agreement, and no amendment to this Agreement shall be required for the admission of new Economic Members.

(c)          Nothing contained in this Agreement shall preclude the settlement of any transactions involving Shares entered into through the facilities of any National Securities Exchange or over-the-counter market on which such Shares are listed for trading, if any.

Section 4.02         Ownership Limitations.

(a)          No Transfer of any Economic Members Share, whether voluntary or involuntary, shall be valid or effective, and no transferee shall become a substituted Economic Member, unless the written consent of the Administrative Manager has been obtained, which consent may be withheld in its sole and absolute discretion as further described in this Section 4.02. Such written consent may be communicated in the form of instructions to any third party registrar and transfer agent appointed by the Administrative Manager, and may be in the form of blanket or standing instructions to such person. In the event of any Transfer, all of the conditions of the remainder of this Section 4.02 must also be satisfied.

(b)          No Transfer of any Economic Member’s Shares, whether voluntary or involuntary, shall be valid or effective unless the Administrative Manager determines, after consultation with legal counsel acting for the Company that such Transfer will not, unless waived by the Administrative Manager:

(i)            result in there being 2,000 or more beneficial owners (as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under the Securities Act) of any Series of Shares, as specified in Section 12(g)(1)(A)(ii) of the Exchange Act, unless such Shares have been registered under the Exchange Act or the Company is otherwise an Exchange Act reporting company; provided that such limitations may be waived by the Administrative Manager in its sole discretion;

(ii)          cause all or any portion of the assets of the Company or any Series to constitute plan assets for purposes of the Plan Governing Law;

(iii)         adversely affect the Company or such Series, or subject the Company, the Series, the Managing Member, Administrative Manager, any Asset Manager or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company or subject the Company, any Series, the Managing Member, any Manager or any of their respective Affiliates to any tax to which it would not otherwise be subject;

(iv)         require registration of the Company, any Series or any Shares under any securities laws of the United States of America, any state thereof or any other jurisdiction; or

(v)          violate or be inconsistent with any representation or warranty made by the transferring Economic Member.

(c)          The transferring Economic Member, or such Economic Members legal representative, shall give the Administrative Manager prior written notice before making any voluntary Transfer and notice within thirty (30) days after any involuntary Transfer (unless such notice period is otherwise waived by the Administrative Manager), and shall provide sufficient information to allow legal counsel acting for the Company to make the determination that the proposed Transfer will not result in any of the consequences referred to in Section 4.02(b) above. If a Transfer occurs by reason of the death of an Economic Member or assignee, the notice may be given by the duly authorized representative of the estate of the Economic Member or assignee. The notice must be supported by proof of legal authority and valid assignment in form and substance acceptable to the Administrative Manager.

(d)          In the event any Transfer permitted by this Section 4.02 shall result in beneficial ownership by multiple Persons of any Economic Members interest in the Company, the Administrative Manager may require a single trustee or nominee to be designated to represent, a portion of or the entire interest transferred, as the Record Holder and for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as an Economic Member had pursuant to the provisions of this Agreement.

(e)          A transferee shall be entitled to any future distributions attributable to the Shares transferred to such transferee and to transfer such Shares in accordance with the terms of this Agreement; provided, however, that such transferee shall not be entitled to the other rights of an Economic Member as a result of such Transfer until he or she becomes a Substitute Economic Member.

(f)          The Company and each Series shall incur no liability for distributions made in good faith to the transferring Economic Member until a written instrument of Transfer has been received by the Company or its assignee and recorded on its books and the effective date of Transfer has passed.

(g)          Any other provision of this Agreement to the contrary notwithstanding, any Substitute Economic Member shall be bound by the provisions hereof. Prior to recognizing any Transfer in accordance with this Section 4.02, the Administrative Manager may require, in its sole discretion:

(i)          the transferring Economic Member and each transferee to execute one or more deeds or other instruments of Transfer in a form satisfactory to the Administrative Manager;

(ii)         each transferee to acknowledge its assumption (in whole or, if the Transfer is in respect of part only, in the proportionate part) of the obligations of the transferring Economic Member by executing a Form of Adherence (or any other equivalent instrument as determined by the Administrative Manager);

(iii)        each transferee to provide all the information required by the Administrative Manager or its designee, including any trading forum selected by the Administrative Manager, to satisfy itself as to anti-money laundering, counter-terrorist financing and sanctions compliance matters; and

(iv)        payment by the transferring Economic Member, in full, of the costs and expenses referred to in Section 4.02(h), and no Transfer shall be completed or recorded in the books of the Company, and no proposed Substitute Economic Member shall be admitted to the Company as an Economic Member, unless and until each of these requirements has been satisfied or, at the sole discretion of the Administrative Manager, waived.

(h)         The transferring Economic Member shall bear all costs and expenses arising in connection with any proposed Transfer, whether or not the Transfer proceeds to completion, including any legal fees incurred by the Company or any broker or dealer, any costs or expenses in connection with any opinion of counsel, and any transfer taxes and filing fees. The Administrative Manager in its sole discretion may waive all or any part of these costs and expenses.

Section 4.03         Transfer of Shares and Obligations of the Managing Member.

(a)          The Managing Member and any Manager may Transfer all Shares acquired by such Managing Member or Manager at any time and from time to time following the closing of the Initial Offering.

(b)          The Economic Members hereby authorize each Managing Member to assign its rights, obligations and title as a Managing Member to its Affiliate without the prior consent of any other Person, and, in connection with such transfer, designate such Affiliate as a successor Managing Member provided, that the such Managing Member shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members or by press release or the filing of a report with the SEC disclosing such change.

(c)          Except as set forth in Section 4.03(b) above, in the event of the resignation of a Managing Member of its rights, obligations and respective title as a Managing Member, the non-resigning Managing Member[s] shall nominate a successor Managing Member and the vote of a majority of the Shares held by Economic Members shall be required to elect such successor Managing Member. The resigning Managing Member shall continue to serve as a Managing Member of the Company until such date as a successor Managing Member is elected pursuant to the terms of this Section 4.03(c).

Section 4.04         Redemption in Connection with ERISA.

Notwithstanding any provision contained herein to the contrary, upon demand by the Administrative Manager, the Company shall redeem any or all of the Shares held by any Plan Member if either the Plan Member or the Administrative Manager shall obtain an Opinion of Counsel to the effect that it is more likely than not that all or any portion of the assets of the Company constitute “plan assets” of the Plan Member for the purposes of the applicable Plan Governing Law to substantially the same extent as if owned directly by the Plan Member. Such partial or whole redemption shall be effective ninety (90) days after the delivery of such Opinion of Counsel, unless the Administrative Manager shall have selected an earlier effective date. Each Plan Member shall only be redeemed by the Company pursuant to this Section 4.04 to the extent (a) necessary in order to avoid the assets of the Company constituting assets of the Plan Member for the purposes of the applicable Plan Governing Law; and the Administrative Manager shall cause any such redemption to be made among all Plan Members with respect to which the basis for redemption is applicable in a manner determined by the Administrative Manager in its sole discretion. The redemption price for any Shares redeemed pursuant to this Section 4.04 will be the Market Price per Share on the date of such redemption.

Section 4.05         Remedies for Breach. If the Administrative Manager shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of this Article IV, the Administrative Manager shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event.

ARTICLE V- MANAGEMENT AND OPERATION OF THE COMPANY AND EACH SERIES

Section 5.01         Power and Authority of Managing Member. Except as explicitly set forth in this Agreement, the Managing Member shall have full power and authority to do, and to direct the Officers or Managers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.05 and to effectuate the purposes set forth in Section 2.04, in each case without the consent of the Economic Members. The Managing Member jointly may delegate any or all of their powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Company, which Person may, under supervision of the Managing Member, perform any acts or services for the Company as the Managing Member may approve.

Section 5.02         Delegation of Power to the Managers. The Managing Member hereby delegates to the relevant Asset Manager, as applicable, and Administrative Manager, the following powers:

(a)          Investment Advisory, Asset Management and Disposition Services. For each series, the Asset Manager for such Series shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties for the Company and such Series:

(i)          oversee the overall investment strategy approved by the Managing Member, which will consist of elements such as investment selection criteria, diversification strategies and asset disposition strategies;

(ii)         serve as the investment and financial manager with respect to sourcing, underwriting, acquiring, financing, originating, servicing, investing in, redeveloping and eventually selling a diversified portfolio of assets as specified in the respective Series;

(iii)        manage and perform the various administrative functions necessary for the day-to-day operations and management of the Series Assets;

(iv)        provide or arrange for administrative services, legal services, office space, office furnishings, personnel and other overhead items necessary and incidental to acquisition, management and disposition of the Series Assets;

(v)         develop and periodically review the investment guidelines to be approved and adopted by the Managing Member;

(vi)         provide financial and operational planning services and portfolio management functions;

(vii)        maintain reporting, record keeping, internal controls and similar matters with respect to the Series Assets in a manner to allow the Company to comply with applicable law, including the requirements of Under Section 18-215 of the LLC Act;

(viii)       structure the terms and conditions of acquisitions, sales and joint ventures to be approved by the Managing Member;

(ix)         develop and oversee the debt financing strategies to be approved by the Managing Member;

(x)          structure joint ventures, limited partnerships and other such relationships with third parties as approved by the Managing Member;

(xi)         manage any potential liquidity transaction as approved by the Managing Member;

(xii)        obtain market research and economic and statistical data in connection with the investments and investment objectives and policies;

(xiii)       oversee and conduct due diligence processes related to prospective investments;

(xiv)       prepare reports regarding prospective investments that include recommendations and supporting documentation necessary for the Managing Member to evaluate and jointly approve the proposed investments;

(xv)        negotiate and execute investments and other transactions approved by the Managing Member;

(xvi)       monitor applicable markets and obtain reports (which may be prepared by the Asset Manager or its Affiliates) where appropriate, concerning the value of the investments;

(xvii)      provide timely updates related to the overall regulatory environment, as well as managing compliance with regulatory matters related to the Series Assets;

(xviii)     monitor and evaluate the performance of the investments, provide daily management services and perform and supervise the various management and operational functions related to the Series Assets;

(xix)       formulate and oversee the implementation of strategies for the administration, promotion, management, operation, maintenance, improvement and marketing of investments on an overall portfolio basis;

(xx)         maintain all appropriate books and records with respect to the Series Asset and on a per Series and, if there is only one Asset Manager, on a Company wide basis, maintain accounting data and any other information concerning the activities as shall be required to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;

(xxi)        subject to the approval of the Administrative Manager, oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters;

(xxii)       provide all necessary cash management services for the Series Assets and required to perform the duties in this section 5.02(a), and as required, provide such services on a segregated basis for each Series;

(xxiii)      coordinate and manage relationships with any joint venture partners;

(xxiv)      identify and evaluate potential financing and refinancing sources, engaging a third party broker if necessary;

(xxv)       negotiate terms of, arrange and, subject to the approval of the Managing Member, execute financing agreements;

(xxvi)      manage relationships with lenders, if any;

(xxvii)     monitor and oversee the service of the debt facilities and other financings, if any;

(xxviii)    evaluate and propose to the Managing Member for approval potential asset dispositions, sales, or liquidity transactions;

(xxix)      evaluate and obtain insurance on the Series Assets either independently or in coordination with the Administrative Manager; and

(xxx)       structure and negotiate the terms and conditions of transactions pursuant to which the assets may be sold; subject to approval of the Managing Member.

(b)         Offering and Resale Services. The Administrative Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, and subject to the approval of the Managing Member, perform the following duties for the Company and each Series:

(i)           the development of any offering of Shares (including any resale of Shares or other securities by Members or other security holders) that is qualified or registered with the SEC (an “Offering”), including the Initial Offering or any Subsequent Offering pursuant to Regulation A for each Series, including the determination of the specific terms of the securities to be offered, preparation of all offering and related documents, and obtaining all required regulatory approvals of such documents;

(ii)          the preparation and approval of all marketing materials to be used by the Company, the respective Series or others relating to an Offering;

(iii)         the negotiation and coordination of the receipt, collection, processing, and acceptance of subscription agreements, commissions, and other administrative support functions, including engagement of escrow agents and similar service providers;

(iv)         the creation and implementation of various technology and electronic communications related to an Offering;

(v)         the facilitation of a secondary market including entering into of listing agreements with any National Securities Exchange or over-the-counter market and the delisting of some or all of the Shares from, or requesting that trading be suspended on, any such exchange or market; and preparing and filing any documents and seeking the appropriate approval, if required, for compliance with federal and state securities laws, including Blue Sky requirements; and

(vi)        all other services related to an Offering.

(c)          Accounting and Other Administrative Services. The Administrative Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties for the Company and each Series:

(i)          other than related to the management of the Series Assets and the services described in 5.02(a), manage and perform the various administrative functions necessary for the day-to-day operations;

(ii)         provide or arrange for administrative services, legal services, office space, office furnishings, personnel and other overhead items necessary and incidental to the business and operations, including for the Series Asset and the services described in 5.02(a) if requested by the Asset Manager;

(iii)        coordinate the adoption, amendment and repeal of the Allocation Policy subject to the approval of the Managing Member;

(iv)        if there are multiple Asset Managers, on a Company wide basis, maintain accounting data and any other information concerning the activities as shall be required to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements;

(v)         arrange for auditors and oversee the audit process on the accounting data and any other information concerning the activities as shall be required to prepare and file all periodic financial reports and returns required to be filed with the SEC and any other regulatory agency, including annual financial statements; other than provided for in 5.02(a), maintain all appropriate books and records including accounting for the assets of the Company and each of the Series separately;

(vi)        make, change, and revoke such tax elections as the Managing Member deems appropriate;

(vii)       other than provided for in 5.02(a), supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations or the Company or any Series;

(viii)      except as required to perform the tasks in section 5.02(a), provide all necessary cash management services, and as required, provide such services on a segregated basis for each Series;

(ix)        manage and coordinate with the Transfer Agent (if any) the process of making distributions and payments to Members;

(x)         evaluate and obtain adequate insurance coverage for the Company based upon risk management determinations, however, coverage for the Series Assets will be coordinated by the Asset Manager;

(xi)         other than provided for in 5.02(a), provide timely updates related to the overall regulatory environment, as well as managing compliance with regulatory matters;

(xii)        evaluate the corporate governance structure and appropriate policies and procedures related thereto, including the creation of new Series and the election and removal of Officers of the Company or associated with any Series, for approval by the Managing Member; and

(xiii)       oversee all reporting, record keeping, internal controls and similar matters in a manner to allow the Company to comply with applicable law, including the requirements of Under Section 18-215 of the LLC Act.

(d)         Shareholder Services. The Administrative Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties for the Company and each Series:

(i)           Recommend distribution policies for each Series to the Managing Member and, subject to approval by the Managing Member, authorize distributions from time to time;

(ii)          manage communications with Economic Members, including answering phone calls, preparing and sending written and electronic reports and other communications; and

(iii)         establish technology infrastructure to assist in providing Economic Member support and services.

The authority and functions of the Managing Member, on the one hand, and of the Managers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL in addition to the powers that now or hereafter can be granted to managers under the Delaware Act. No Economic Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or any Series or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company or any Series.

Section 5.03         Powers, Payment and the Term of the Manager.

(a)          Each Manager shall have the power to:

(i)          delegate any or all of its rights and obligations under this Agreement to such officers, employees, Affiliates, agents and representatives of such Manager as it may deem appropriate; and

(ii)         investigate, select, and, on behalf of the Company and each Series, engage and conduct business with such persons as such Manager deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, lenders, technical managers, attorneys, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, developers, construction companies and any and all persons acting in any other capacity deemed by such Manager necessary or desirable for the performance of any of the services authorized to be performed by such Manager hereunder.

(b)         Fee Payable to each Asset Manager and Administrative Manager appointed pursuant to Section 3.01. The Managers or their respective Affiliates shall be entitled to receive the fees set forth in this Section 5.03(b) in connection with services provided hereunder. Each Manager or its Affiliates, in their sole discretion may defer or waive any fee payable to it under this Agreement. All or any portion of any deferred fees will be deferred without interest and paid when such Advisor determines.

(i)          Service Fee: For each calendar year, unless otherwise specified in the Series Designation, each Series shall pay the relevant Managers or their Affiliates a service fee (the “Service Fee”) equal to 50% of the Excess Free Cash Flow of that Series (half of which shall go to the relevant Asset Manager, and half of which shall go to the Administrative Manager). The Service Fee will be paid at the same time as the distributions under Section 7.01(b)(ii); however, no Service Fee shall be paid until the Economic Members have received distributions of the full amount of Preferred Return that has accrued for that year (or has accrued for a prior year but not been paid) under Section 7.01(b)(i).

(ii)         Asset Management Fee. On a quarterly basis beginning on the first quarter end date following the one year anniversary of the Initial Date for each Series, each Series shall pay the relevant Managers or their Affiliates an asset management fee, payable quarterly in arrears.

(A)           Unless otherwise indicated in the Series Designation, the asset management fees payable to the Administrative Manager shall equal an annualized rate of 0.25% of the Asset Base of such Series and the asset management fee payable to the relevant Asset Manager shall equal an annualized rate of 0.25% of the Asset Base of such Series.

(B)            “Asset Base” means, until Asset Base Date for such Series, the aggregate Capital Contributions of the Economic Members for such Series as of the end of each quarter and thereafter means such Series’ NAV at the end of each prior annual period (or such other period as determined by the Managing Member).

(C)            The asset management fee shall be determined by the Managing Member, in its sole discretion.

(c)        Each Manager will serve as Manager for an indefinite term, but each Manager may be removed by the Managing Member at any time, with or without cause, or may choose to withdraw as Manager. In the event of the removal or withdrawal of any Manager, the Managing Member will select a successor Manager. Such removed or withdrawn Manager will cooperate with the Company and each Series and take all reasonable steps to assist in making an orderly transition of the management function. No other Member, individually or collectively, shall have the power to remove a Manager.

Section 5.04       Determinations by the Managing Member and Managers. In furtherance of the authority granted to the Managing Member and delegated to the Managers pursuant to Section 5.02 and 5.03(a), the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Managing Member and the relevant Managers consistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Shares:

(a)         the amount of fees to be reimbursed as Offering and Formation Expenses, Service Fee, Operating Expenses, and all costs and expenses incidental to the termination and winding up of such Series and its share of the costs and expenses incidental to the termination and winding up of the Company; however, any expenses related to travel and lodging must have the approval of the Managing Member;

(b)         the amount of Excess Free Cash Flow and Free Cash Flow of any Series for any period and the amount of assets at any time legally available for the payment of distributions on Shares of any Series;

(c)         the amount of Abort Costs;

(d)         the amount of NAV, Service Fee, asset management fee, paid in surplus, net assets, other surplus, annual or other cash flow, funds from operations, net profit, net assets in excess of capital, undivided profits or excess of profits over losses on sales of assets; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged);

(e)         any interpretation of the terms, preferences, conversion or other rights, voting powers or rights, restrictions, limitations as to distributions, qualifications or terms or conditions of redemption of any Series;

(f)          the fair value, or any sale, bid or asked price to be applied in determining the fair value, of any asset owned or held by any Series or of any Shares;

(g)         the number of Shares within a Series;

(h)         any matter relating to the acquisition, holding and disposition of any assets by any Series;

(i)          the evaluation of any competing interests among the Series and the resolution of any conflicts of interests among the Series;

(j)          each of the matters set forth in Section 5.02(a) through Section 5.02(d) and 5.03(a); or

(k)         any other matter relating to the business and affairs of the Company or any Series or required or permitted by applicable law, this Agreement or otherwise to be determined by the Managing Member.

Section 5.05        Advisory Board.

(a)         The Managing Member may establish an advisory board comprised of members of the Managers’ expert network and external advisors (the “Advisory Board”). The Advisory Board will be available to provide guidance to the Managers on the strategy and progress of the Company. Additionally, the Advisory Board may: (i) be consulted with in determining the creation of a new Series or the engagement of a new Asset Manager, (ii) be consulted with by any Asset Manager in connection with the acquisition and disposal of a Series Asset, (iii) conduct an annual review of the Company’s acquisition policy, (iv) provide guidance with respect to, material conflicts arising or that are reasonably likely to arise with a Manager, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand, (v) approve any material transaction between the Company or a Series and a Manager or any of its Affiliates, another Series or an Economic Member (other than the purchase of interests in such Series), (vi) provide guidance with respect to the appropriate levels of insurance costs and maintenance costs specific to each individual Series Asset, and review fees, expenses, assets, revenues and availability of funds for distribution with respect to each Series on an annual basis and (vii) approve any service providers appointed by a Manager in respect of the Series Assets.

(b)         If the Advisory Board determines that any member of the Advisory Board’s interests conflict to a material extent with the interests of a Series or the Company as a whole, such member of the Advisory Board shall be excluded from participating in any discussion of the matters to which that conflict relates and shall not participate in the provision of guidance to the Managers in respect of such matters, unless a majority of the other members of the Advisory Board determines otherwise.

(c)         The members of the Advisory Board may be compensated by the Company or any Series in connection with their role as members of the Advisory Board (including compensation for attendance at meetings of the Advisory Board) pursuant to a written agreement and between the Company or a Series and such member of the Advisory Board or its Affiliates and as approved by the Managing Member. Furthermore, the Company or any applicable Series may be reimburse a member of the Advisory Board for any out of pocket expenses or Operating Expenses actually incurred by it or any of its Affiliates on behalf of the Company or a Series when acting upon a Manager’s instructions or pursuant to a written agreement between the Company or a Series and such member of the Advisory Board or its Affiliates.

(d)        The members of the Advisory Board shall not be deemed managers or other persons with duties to the Company or any Series (under Sections 18-1101 or 18-1104 of the Delaware Act or under any other applicable law or in equity) and shall have no fiduciary duty to the Company or any Series. The Managing Member and Managers shall be entitled to rely upon, and shall be fully protected in relying upon, reports and information of the Advisory Board to the extent the Managing Member and Managers reasonably believes that such matters are within the professional or expert competence of the members of the Advisory Board, and shall be protected under Section 18-406 of the Delaware Act in relying thereon.

Section 5.06       Exculpation, Indemnification, Advances and Insurance.

(a)        Subject to other applicable provisions of this Article V including Section 5.08, the Indemnified Persons shall not be liable to the Company or any Series for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company or any Series, this Agreement or any investment made or held by the Company or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, fiduciary or trustee of another Person, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, an Officer of the Company or associated with such Series, a member of the Advisory Board or an officer, director, member, partner, fiduciary or trustee of another Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Series (including any indebtedness which the Company or any Series has assumed or taken subject to), and the Managing Member or the Officers are hereby authorized and empowered, on behalf of the Company or any Series, to enter into one or more indemnity agreements consistent with the provisions of this Section 5.06(a) in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this Section 5.06(a) that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons fraud, willful misconduct or gross negligence.

(b)            The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, including Section 5.08, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the maximum extent permitted by law.

(c)            Any indemnification under this Section 5.06 (unless ordered by a court) shall be made by each applicable Series. To the extent, however, that an Indemnified Person has been successful on the merits or otherwise in defense of any action, suit or proceeding described above, or in defense of any claim, issue or matter therein, such Indemnified Person shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by such Indemnified Person in connection therewith.

(d)            Any Indemnified Person may apply to the Court of Chancery of the State of Delaware or any other court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Section 5.06(a). The basis of such indemnification by a court shall be a determination by such court that indemnification of the Indemnified Person is proper in the circumstances because such Indemnified Person has met the applicable standards of conduct set forth in Section 5.06(a). Neither a contrary determination in the specific case under Section 5.06(c) nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the Indemnified Person seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 5.06(d) shall be given to the Company promptly upon the filing of such application. If successful, in whole or in part, the Indemnified Person seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

(e)            To the fullest extent permitted by law, expenses (including attorney’s fees) incurred by an Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding may, at the option of the Administrative Manager, be paid by each applicable Series in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it shall ultimately be determined that such Indemnified Person is not entitled to be indemnified by each such Series as authorized in this Section 5.06.

(f)            The indemnification and advancement of expenses provided by or granted pursuant to this Section 5.06 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under this Agreement, or any other agreement (including without limitation any Series Designation), vote of Members or otherwise, and shall continue as to an Indemnified Person who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnified Person unless otherwise provided in a written agreement with such Indemnified Person or in the writing pursuant to which such Indemnified Person is indemnified, it being the policy of the Company that indemnification of the persons specified in Section 5.06(a) shall be made to the fullest extent permitted by law. The provisions of this Section 5.06(f) shall not be deemed to preclude the indemnification of any person who is not specified in Section 5.06(a) but whom the Company or an applicable Series has the power or obligation to indemnify under the provisions of the Delaware Act.

(g)           The Company and any Series may, but shall not be obligated to, purchase and maintain insurance on behalf of any Person entitled to indemnification under this Section 5.06 against any liability asserted against such Person and incurred by such Person in any capacity to which they are entitled to indemnification hereunder, or arising out of such Persons status as such, whether or not the Company would have the power or the obligation to indemnify such Person against such liability under the provisions of this Section 5.06.

(h)           The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 5.06 shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of any person entitled to indemnification under this Section 5.06.

(i)            The Company and any Series may, to the extent authorized from time to time by the Managing Member, provide rights to indemnification and to the advancement of expenses to employees and agents of the Company or such Series.

(j)            If this Section 5.06 or any portion of this Section 5.06 shall be invalidated on any ground by a court of competent jurisdiction each applicable Series shall nevertheless indemnify each Indemnified Person as to expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement with respect to any action, suit, proceeding or investigation, whether civil, criminal or administrative, including a grand jury proceeding or action or suit brought by or in the right of the Company, to the full extent permitted by any applicable portion of this Section 5.06 that shall not have been invalidated.

(k)            Each of the Indemnified Persons may, in the performance of his, her or its duties, consult with legal counsel, accountants, and other experts, and any act or omission by such Person on behalf of the Company or any Series in furtherance of the interests of the Company or such Series in good faith in reliance upon, and in accordance with, the advice of such legal counsel, accountants or other experts will be full justification for any such act or omission, and such Person will be fully protected for such acts and omissions; provided that such legal counsel, accountants, or other experts were selected with reasonable care by or on behalf of such Indemnified Person.

(l)            An Indemnified Person shall not be denied indemnification in whole or in part under this Section 5.06 because the Indemnified Person had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(m)          Any liabilities which an Indemnified Person incurs as a result of acting on behalf of the Company or any Series (whether as a fiduciary or otherwise) in connection with the operation, administration or maintenance of an employee benefit plan or any related trust or funding mechanism (whether such liabilities are in the form of excise taxes assessed by the Internal Revenue Service, penalties assessed by the Department of Labor, restitutions to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan, trust or other funding mechanism, or otherwise) shall be treated as liabilities indemnifiable under this Section 5.06, to the maximum extent permitted by law.

(n)            The Managing Member and each Manager shall, in the performance of their duties, be fully protected in relying in good faith upon the records of the Company and any Series and on such information, opinions, reports or statements presented to the Company by any of the Managers or the Officers or employees of the Company or associated with any Series, or by any other Person as to matters the Managing Member and such Manager reasonably believe are within such other Persons professional or expert competence (including, without limitation, the Advisory Board).

(o)            Any amendment, modification or repeal of this Section 5.06 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of or other rights of any indemnitee under this Section 5.06 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted and provided such Person became an indemnitee hereunder prior to such amendment, modification or repeal.

Section 5.07           Duties of Officers.

(a)            Except as set forth in Section 5.06 and Section 5.08, as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations owed to the Company by the Officers shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers, and (ii) the duties and obligations owed to the Members by the Officers shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers.

(b)            Each of the Managing Member and Managers shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company or associated with a Series, and none of the Managing Member and Managers shall be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the respective Managing Member and/or Manager in good faith.

Section 5.08           Standards of Conduct and Modification of Duties of the Managing Member and the Managers. Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18-1101(c) of the Delaware Act, each Managing Member and Manager, in exercising its rights hereunder in its capacity as a Managing Member or Manager of the Company, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series or any Economic Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. Each Managing Member or Manager shall not have any duty (including any fiduciary duty) to the Company, any Series, the Economic Members or any other Person, including any fiduciary duty associated with self-dealing or corporate opportunities, all of which are hereby expressly waived. This Section 5.08 shall not in any way reduce or otherwise limit the specific obligations of the Managing Member and Managers expressly provided in this Agreement or in any other agreement with the Company or any Series.

Section 5.09           Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Managing Member, the relevant Managers and any Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any contracts on behalf of the Company or such Series, and such Person shall be entitled to deal with the Managing Member, the relevant Managers or any Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available to such Person to contest, negate or disaffirm any action of any of the Managing Member, Managers or any Officer in connection with any such dealing. In no event shall any Person dealing with the Managing Member, any Manager or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Managing Member, any Manager or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Managing Member, any relevant Manager or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series.

Section 5.10          Certain Conflicts of Interest. Except as may be provided herein or as otherwise addressed by the Company’s conflicts of interest policies, the Company or any Series may not engage in any transaction involving a Conflict of Interest without first submitting such transaction to the Independent Representative for approval to determine whether such transaction is fair and reasonable to the Company and the Members; provided, however, that the Company may not purchase investments from the Managing Member, any Manager or their respective Affiliates without a determination by the Independent Representative that such transaction is fair and reasonable to the Company and the relevant Series and at a price to the Company or the relevant Series that is not materially greater than the cost of the asset to the Managing Member, such Manager or its Affiliate, as applicable. The resolution of any Conflict of Interest approved by the Independent Representative shall be conclusively deemed to be fair and reasonable to the Company and the Members and not a breach of any duty hereunder at law, in equity or otherwise. Notwithstanding the above, to the extent required by applicable law, any transaction involving certain Conflicts of Interest shall be subject to review and approval by the Independent Representative.

ARTICLE VI- FEES AND EXPENSES

Section 6.01          Fee and Expenses. As allocated to it in accordance with Section 6.03, each Series shall be responsible for its Offering and Formation Expenses, Service Fee, Operating Expenses, and all costs and expenses incidental to the termination and winding up of such Series and its share of the costs and expenses incidental to the termination and winding up of the Company; however, in the case of an unsuccessful Series, all Abort Costs shall be borne by the Managing Member, Asset Manager or other person in contemplation of such person being named an Asset Manager, which incurred such costs, unless otherwise agreed to in writing.

Section 6.02          Reimbursement Obligation(s).

(a)           Offering and Formation Expenses. Reimbursement shall be made, without interest, to the Managing Member and relevant Asset Manager beginning on the date of the Initial Offering if each Series for Offering and Formation Expenses incurred both before and after that date and allocated to such series.  Reimbursement payments will be made in monthly installments, but the aggregate monthly amount reimbursed shall not exceed 0.50% of the aggregate gross proceeds from an Offering of that Series.  If the sum of the total unreimbursed amount of such Offering and Formation Expenses, plus new costs incurred since the last reimbursement payment, for that Series exceeds the reimbursement limit described above for the applicable monthly installment, the excess will be eligible for reimbursement in subsequent months (subject to the 0.50% limit), calculated on an accumulated basis, until the Managing Member and relevant Asset Manager have been reimbursed in full.

(b)           Operating Expenses. If there are not sufficient cash reserves of, or revenues generated by, a Series to meet its Operating Expenses, the Managing Member may:

(i)           issue additional Shares in such Series in accordance with Section 3.04;

(ii)          determine that the Manager Member pay such excess Operating Expenses and not seek reimbursement; and/or

(iii)         enter into an agreement pursuant to which a Manager loans to the Series an amount equal to the remaining excess Operating Expenses (the “Operating Expenses Reimbursement Obligation(s)”). Subject to the approval of the Managing Member, such Manager may impose a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Code)) on any Operating Expenses Reimbursement Obligation. The Operating Expenses Reimbursement Obligation(s) shall become repayable when cash becomes available for such purpose in accordance with Article VII.

Section 6.03          Allocation of Expenses. Any Offering and Formation Expenses, Service Fee and Operating Expenses shall be allocated by the Administrative Manager in accordance with the Allocation Policy.

Section 6.04          Overhead of the Managing Member and the Managers. The Managing Member and each Manager shall pay and the Economic Members shall not bear the cost of their respective ordinary overhead and administrative expenses including, without limitation, all costs and expenses on account of rent, utilities, insurance, office supplies, office equipment, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, travel, entertainment, salaries and bonuses, but excluding any Operating Expenses and such other amounts in respect of any Series as it shall agree in writing or as is explicitly set forth in any Offering Document.

ARTICLE VII- DISTRIBUTIONS

Section 7.01          Application of Cash.

(a)           Subject to the applicable provisions of the Delaware Act, Section 7.03, Article XI and any Share Designation, for each Series, the Administrative Manager shall review, on a monthly basis, beginning on the month-end date following the 90th calendar day following the Initial Date of the respective Series, the financial performance of that Series to determine whether there exists Free Cash Flow of that Series available for distribution. Subject to the approval of the Managing Member, the Administrative Manager will be entitled to exercise discretion in making such computations, since the amount of the Free Cash Flow will depend, among other things, upon the Administrative Manager’s assessment as to whether available cash flow should be used to fund indebtedness, obligations and liabilities attributable to that Series, and to be set aside for Reserves. The Administrative Manager’s decisions regarding such computations shall be final and binding upon all Members.

(b)           For each calendar year, the Company shall distribute to the Economic Members of each Series: (i) their Preferred Return (and any Preferred Return that accrued with respect to a prior calendar year but has not yet been distributed) and (ii) the Excess Free Cash Flow less any amounts paid for the Service Fee, in accordance with their Percentage Interest.

(c)            For each Series, the Company generally intends, but is not required, to distribute enough each month to the Economic Members to satisfy the amount of Preferred Return that has accrued. In addition, for each Series, the Company intends, but is not required, to distribute any additional amounts to the Economic Members on a quarterly basis, where such additional amounts may be credited to the Preferred Return that accrues for that year (including for periods that occur after the distribution is made) or that accrued for a prior year, with any excess being credited to the amount of Excess Free Cash Flow distributed under Section 7.01(b)(ii).

Section 7.02           Application of Amounts upon the Liquidation of a Series. Subject to the applicable provisions of the Delaware Act, Section 7.03 and Article XI and any Share Designation, as soon as reasonably practicable after the relevant amounts have been received by the Series, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Administrative Manager in its sole discretion), shall be applied and distributed to the Members of such Series in accordance with their Percentage Interest; provided that, the Managing Member shall not be obliged to make any distribution pursuant to this Section 7.02 (i) unless there are sufficient amounts available for such distribution or (ii) which, in the reasonable opinion of the Administrative Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies including to meet any Operating Expenses and outstanding Operating Expenses Reimbursement Obligations (and the Administrative Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern.

Section 7.03           Terms of Distributions.

(a)            Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Shares of the applicable Series), distributions shall be paid to the holders of the Shares of a Series on an equal per Share basis as of the Record Date selected by the Administrative Manager. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its interest in any Series if such distribution would violate the Delaware Act or other applicable law.

(b)            Notwithstanding Section 7.02 and Section 7.03(a), in the event of the termination and liquidation of a Series, all distributions shall be made in accordance with, and subject to the terms and conditions of, Article XI.

(c)            Each distribution in respect of any Shares of a Series shall be paid by the Company, directly or through any other Person or agent, only to the Record Holder of such Shares as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Company’s and such Series’ liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

Section 7.04           Distributions in Kind. Distributions in kind of the entire or part of a Series Asset to Members are prohibited.

ARTICLE VIII- BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.01           Records and Accounting.

(a)            The Administrative Manager shall keep or cause to be kept at the principal office of the Company or such other place as determined by the Administrative Manager appropriate books and records with respect to the business of the Company and each Series, including all books and records necessary to provide to the Economic Members any information required to be provided pursuant to this Agreement or applicable law. Any books and records maintained by or on behalf of the Company or any Series in the regular course of its business, including the record of the Members, books of account and records of Company or Series proceedings, may be kept in such electronic form as may be determined by the Administrative Manager; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Company shall be maintained, for tax and financial reporting purposes, on an accrual basis in accordance with U.S. GAAP, unless otherwise required by applicable law or other regulatory disclosure requirement.

(b)            Each Member shall have the right, upon reasonable demand for any purpose reasonably related to the Members Share as a member of the Company (as reasonably determined by the Administrative Manager) to such information pertaining to the Company as a whole and to each Series in which such Member has a Share, as provided in Section 18-305 of the Delaware Act; provided, that prior to such Member having the ability to access such information, the Administrative Manager shall be permitted to require such Member to enter into a confidentiality agreement in form and substance reasonably acceptable to the Administrative Manager. For the avoidance of doubt, except as may be required pursuant to Article X, a Member shall only have access to the information (including any Series Designation) referenced with respect to any Series in which such Member has a Share and not to any Series in which such Member does not have a Share.

(c)            Except as otherwise set forth in the applicable Series Designation, within 120 calendar days after the end of the fiscal year and 90 calendar days after the end of the semi-annual reporting date, the Administrative Manager shall use its commercially reasonable efforts to circulate to each Economic Member electronically by e-mail or made available via an online platform:

(i)          a financial statement of such Series prepared in accordance with U.S. GAAP, which includes a balance sheet, profit and loss statement and a cash flow statement; and

(ii)         confirmation of the number of Shares in each Series Outstanding as of the end of the most recent fiscal year; provided, that notwithstanding the foregoing, if the Company or any Series is required to disclose financial information pursuant to the Securities Act or the Exchange Act (including without limitations periodic reports under the Exchange Act or under Rule 257 under Regulation A of the Securities Act), then compliance with such provisions shall be deemed compliance with this Section 8.01(c) and no further or earlier financial reports shall be required to be provided to the Economic Members of the applicable Series with such reporting requirement.

Section 8.02           Fiscal Year. Unless otherwise provided in a Series Designation, the fiscal year for tax and financial reporting purposes of each Series shall be a calendar year ending December 31 unless otherwise required by the Code. The fiscal year for financial reporting purposes of the Company shall be a calendar year ending December 31.

ARTICLE IX- TAX MATTERS

The Company intends to be taxed as a partnership or a disregarded entity for federal income tax purposes and will not make any election or take any action that could cause it to be treated as an association taxable as a corporation under Subchapter C of the Code. The Company will make an election on IRS Form 8832 for each Series to be treated as an association taxable as a corporation under Subchapter C of the Code and not as a partnership under Subchapter K of the Code.

ARTICLE X- REMOVAL OF THE MANAGING MEMBER

Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Managing Member at any time if such Managing Member is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company which has a material adverse effect the Company. The Managing Member shall call a meeting of all of the Economic Members of the Company within 30 calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove such Managing Member of the Company and each relevant Series in accordance with this Article X and (ii) if such Managing Member is so removed, by a plurality, appoint a replacement Managing Member or elect for the liquidation and dissolution and termination the Company and each of the Series in accordance with Article XI. If the Managing Member fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.01(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, such Managing Member shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. If a Managing Member of the Company or a Series and the Administrative Manager or any Asset Manager of a Series shall be the same Person or controlled Affiliates, then the appointment of such Asset Manager or Administrative Manager shall concurrently automatically terminate. Prior to its admission as a Managing Member of any Series or of the Company, any replacement Managing Member shall acquire the Shares held by the departing Managing Member in such Series or of the Company, if any, for fair market value and in cash immediately payable on the Transfer of such Shares and appoint a replacement Asset Manager or Administrative Manager, as applicable, on the same terms and conditions set forth herein and or in the relevant Management Agreement. For the avoidance of doubt, if a Managing Member is removed as a Managing Member of the Company it shall also cease to be a Managing Member of each of the Series.

ARTICLE XI - DISSOLUTION, TERMINATION AND LIQUIDATION

Section 11.01         Dissolution and Termination.

(a)           The Company shall not be dissolved by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. The Company shall dissolve, and its affairs shall be wound up, upon:

(i)          an election to dissolve the Company by the Managing Member;

(ii)         the sale, exchange or other disposition of all or substantially all of the assets and properties of all Series (which shall include the obsolesce of the Series Assets) and the subsequent election to dissolve the Company by the Managing Member;

(iii)        the entry of a decree of judicial dissolution of the Company pursuant to the provisions of the Delaware Act;

(iv)        at any time that there are no Members of the Company, unless the business of the Company is continued in accordance with the Delaware Act; or

(v)         a vote by the Economic Members to dissolve the Company following the for-cause removal of either Managing Member in accordance with Article X or the for-cause removal of either Manager in accordance with Section 5.03(c).

(b)            A Series shall not be terminated by the admission of Substitute Economic Members or Additional Economic Members or the withdrawal of a transferring Member following a Transfer associated with any Series. Unless otherwise provided in the Series Designation, a Series shall terminate, and its affairs shall be wound up, upon:

(i)           the dissolution of the Company pursuant to Section 11.01(a);

(ii)          the sale, exchange or other disposition of all or substantially all of the assets and properties of such Series (which shall include the obsolesce of the Series Asset) and the subsequent election to dissolve the Company by the Managing Member (the termination of the Series pursuant to this sub-paragraph shall not require the consent of the Economic Members);

(iii)         an event set forth as an event of termination of such Series in the Series Designation establishing such Series;

(iv)         an election to terminate the Series by the Managing Member; or

(v)          at any time that there are no outstanding Shares of such Series, unless the business of such Series is continued in accordance with the Delaware Act.

(c)            The dissolution of the Company or any Series pursuant to Section 18-801(a)(3) of the Delaware Act shall be strictly prohibited.

Section 11.02         Liquidator. Upon dissolution of the Company or termination of any Series, the Administrative Manager shall select one or more Persons (which may be the Administrative Manager) to act as Liquidator. In the case of a dissolution of the Company, (a) the Liquidator shall be entitled to receive compensation for its services as Liquidator; (b) the Liquidator (if other than the Administrative Manager) shall agree not to resign at any time without 15 days prior notice to the Administrative Manager and may be removed at any time by the Administrative Manager; and (c) upon dissolution, death, incapacity, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days be appointed by the Administrative Manager. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XI, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the Managing Member under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Company as provided for herein. In the case of a termination of a Series, other than in connection with a dissolution of the Company, the Administrative Manager shall act as Liquidator.

Section 11.03         Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Delaware Act, the terms of any Series Designation and the following:

(a)            Subject to Section 11.03(c), the assets may be disposed of by public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.

(b)            Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 11.02) as well as any outstanding Operating Expenses Reimbursement Obligations and any other amounts owed to Members associated with such Series otherwise than in respect of their distribution rights under Article VII. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish Reserves to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.

(c)            Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Shares of the applicable Series), all property and all Free Cash Flows in excess of that required to discharge liabilities as provided in Section 11.03(b) shall be distributed to the holders of the Shares of the Series on an equal per Share basis.

Section 11.04         Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Free Cash Flows and property in connection the termination of all Series (other than the reservation of amounts for payments in respect of the satisfaction of liabilities of the Company or any Series), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken by the Liquidator or the Administrative Manager, as applicable.

Section 11.05         Return of Contributions. None of any Member, the Managing Member, the Managers or any Officer of the Company or associated with any Series or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of the Economic Members associated with a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Series Assets.

Section 11.06         Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company or Series Assets.

ARTICLE XII- AMENDMENT OF AGREEMENT, SERIES DESIGNATION

Section 12.01         General. Except as provided in Section 12.02, the Managing Member may amend any of the terms of this Agreement or any Series Designation as it determines in their sole discretion and without the consent of any of the Economic Members. Without limiting the foregoing, the Managing Member delegates to the Administrative Manager the powers to amend any provision of this Agreement or any Series Designation, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, without the approval of any Economic Member, to reflect:

(a)            a change that the Administrative Manager determines to be necessary or appropriate in connection with any action taken or to be taken by the Managing Member or any Manager pursuant to the authority granted in Article V hereof;

(b)            a change in the name of the Company, the location of the principal place of business of the Company, the registered agent of the Company or the registered office of the Company;

(c)            the admission, substitution, withdrawal or removal of Members in accordance with this Agreement, any Series Designation;

(d)            a change that the Administrative Manager determines to be necessary or appropriate to qualify or continue the qualification of the Company as a limited liability company under the laws of any state or to ensure that each Series will continue to be taxed as an entity for U.S. federal income tax purposes;

(e)            a change that the Administrative Manager determines to be necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act);

(f)            a change that the Administrative Manager determines to be necessary, desirable or appropriate to facilitate the trading of the Shares (including, without limitation, the division of any class or classes or series of outstanding Shares into different classes or Series to facilitate uniformity of tax consequences within such classes or Series) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which Shares are or will be listed for trading, compliance with any of which the Administrative Manager deems to be in the best interests of the Company and the Members;

(g)            a change that is required to effect the intent expressed in any Offering Document or the intent of the provisions of this Agreement or any Series Designation or is otherwise contemplated by this Agreement or any Series Designation;

(h)            a change in the fiscal year or taxable year of the Company or any Series and any other changes that the Administrative Manager determines to be necessary or appropriate;

(i)            an amendment that the Administrative Manager determines, based on the advice of counsel, to be necessary or appropriate to prevent the Company, the Managing Member, any Manager, any Officers or any trustees or agents of the Company from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act, or plan asset regulations adopted under ERISA, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(j)            an amendment that the Administrative Manager determines to be necessary or appropriate in connection with the establishment or creation of additional Series pursuant to Section 3.03 or the authorization, establishment, creation or issuance of any class or series of Shares of any Series pursuant to Section 3.04 and the admission of Additional Economic Members;

(k)            any other amendment other than an amendment expressly requiring consent of the Economic Members as set forth in Section 12.02; and

(l)            any other amendments substantially similar to the foregoing.

Section 12.02         Certain Amendment Requirements.

(a)            Notwithstanding the provisions of Section 12.01 and except as set forth in Section 12.02(b), no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the outstanding Shares of all Series voting as a single class, that:

(i)            decreases the percentage of outstanding Shares required to take any action hereunder;

(ii)            materially adversely affects the rights of any of the Economic Members (including adversely affecting the holders of any particular Series of Shares as compared to holders of other series of Shares);

(iii)            modifies Section 11.01(a) or gives any Person the right to dissolve the Company; or

(iv)            modifies the term of the Company.

(b)            Notwithstanding the provisions of Section 12.01 and unless otherwise indicated in a Series Designation, any amendment to a Series Designation that materially adversely affects the rights of any of the Economic Members such Series shall only require the consent of the Managing Member and of the Economic Members holding of a majority of the outstanding Shares of such Series.

Section 12.03         Amendment Approval Process. If the Managing Member desires to amend any provision of this Agreement or any Series Designation, other than as permitted by Section 12.01, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then call a meeting of the Members entitled to vote in respect thereof for the consideration of such amendment. Amendments to this Agreement or any Series Designation may be proposed only by or with the consent of the Managing Member. Such meeting shall be called and held upon notice in accordance with Article XIII of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Managing Member shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective, whether or not in writing, upon its approval by the affirmative vote of the holders of not less than a majority of the Shares of all Series then Outstanding, voting together as a single class, unless a greater percentage is required under this Agreement or by Delaware law. The Company shall deliver to each Member prompt notice of the adoption of every amendment made to this Agreement or any Series Designation pursuant to this Article XII.

ARTICLE XIII - MEMBER MEETINGS

Section 13.01         Meetings. The Company shall not be required to hold an annual meeting of the Members. The Administrative Manager may, whenever it thinks fit, convene meetings of the Company or any Series. The non-receipt by any Member of a notice convening a meeting shall not invalidate the proceedings at that meeting.

Section 13.02         Quorum. No business shall be transacted at any meeting unless a quorum of Members is present at the time when the meeting proceeds to business. In respect of meetings of the Company, Members holding a majority of Shares, and in respect of meetings of any Series, Members holding a majority of Shares in such Series, present in person or by proxy shall be a quorum. In the event a quorum is not present, the Administrative Manager may adjourn or cancel the meeting, as it determines in its sole discretion.

Section 13.03         Chairman. Any designee of the Administrative Manager shall preside as chairman of any meeting of the Company or any Series.

Section 13.04         Voting Rights. Subject to the provisions of any class or series of Shares of any Series then Outstanding, the Members shall be entitled to vote only on those matters provided for under the terms of this Agreement.

Section 13.05         Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Shares entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 13.06         Managing Member Approval. Other than as provided for in Article X, the submission of any action of the Company or a Series to Members for their consideration shall first be approved by the Managing Member.

Section 13.07         Action By Members without a Meeting. Any action required or permitted to be taken by the holders of the Shares may be taken without a meeting by the written consent of such holders or Members entitled to cast a sufficient number of votes to approve the matter as required by statute or this Agreement, as the case may be.

Section 13.08         Managing Member. Unless otherwise expressly provided in this Agreement, none of the Managing Member, any Manager or any of their Affiliates who hold any Shares shall be entitled to vote in its capacity as holder of such Shares on matters submitted to the Members for approval, and no such Shares shall be deemed Outstanding for purposes of any such vote.

ARTICLE XIV - CONFIDENTIALITY

Section 14.01         Confidentiality Obligations. All information contained in the accounts and reports prepared in accordance with Article VIII and any other information disclosed to an Economic Member under or in connection with this Agreement is confidential and non-public and each Economic Member undertakes to treat that information as confidential information and to hold that information in confidence. No Economic Member shall, and each Economic Member shall ensure that every person connected with or associated with that Economic Member shall not, disclose to any person or use to the detriment of the Company, any Series, any Economic Member or any Series Assets any confidential information which may have come to its knowledge concerning the affairs of the Company, any Series, any Economic Member, any Series Assets or any potential Series Assets, and each Economic Member shall use any such confidential information exclusively for the purposes of monitoring and evaluating its investment in the Company. This Section 14.01 is subject to Section 14.02 and Section 14.03.

Section 14.02         Exempted information. The obligations set out in Section 14.01 shall not apply to any information which:

(a)            is public knowledge and readily publicly accessible as of the date of such disclosure;

(b)            becomes public knowledge and readily publicly accessible, other than as a result of a breach of this Article XIV; or

(c)            has been publicly filed with the SEC.

Section 14.03         Permitted Disclosures. The restrictions on disclosing confidential information set out in Section 14.01 shall not apply to the disclosure of confidential information by an Economic Member:

(a)            to any person, with the prior written consent of the Administrative Manager (which may be given or withheld in the Administrative Manager sole discretion);

(b)            if required by law, rule or regulation applicable to the Economic Member (including without limitation disclosure of the tax treatment or consequences thereof), or by any Governmental Entity having jurisdiction over the Economic Member, or if requested by any Governmental Entity having jurisdiction over the Economic Member, but in each case only if the Economic Member (unless restricted by any relevant law or Governmental Entity): (i) provides the Administrative Manager with reasonable advance notice of any such required disclosure; (ii) consults with the Administrative Manager prior to making any disclosure, including in respect of the reasons for and content of the required disclosure; and (iii) takes all reasonable steps permitted by law that are requested by the Administrative Manager to prevent the disclosure of confidential information (including (a) using reasonable endeavors to oppose and prevent the requested disclosure and (b) returning to the Administrative Manager any confidential information held by the Economic Member or any person to whom the Economic Member has disclosed that confidential information in accordance with this Section 14.03(b)); or

(c)            to its trustees, officers, directors, employees, legal advisers, accountants, investment managers, investment advisers and other professional consultants who would customarily have access to such information in the normal course of performing their duties, but subject to the condition that each such person is bound either by professional duties of confidentiality or by an obligation of confidentiality in respect of the use and dissemination of the information no less onerous than this Article XIV.

ARTICLE XV - GENERAL PROVISIONS

Section 15.01         Addresses and Notices.

(a)           Any notice to be served in connection with this Agreement shall be served in writing (which, for the avoidance of doubt, shall include e-mail) and any notice or other correspondence under or in connection with this Agreement shall be delivered to the relevant party at the address given in this Agreement (or, in the case of an Economic Member, in its Form of Adherence) or to such other address as may be notified in writing for the purposes of this Agreement to the party serving the document and that appears in the books and records of the relevant Series. The Company intends to make transmissions by electronic means to ensure prompt receipt and may also publish notices or reports on a secure electronic application to which all Members have access, and any such publication shall constitute a valid method of serving notices under this Agreement.

(b)           Any notice or correspondence shall be deemed to have been served as follows:

(i)            in the case of hand delivery, on the date of delivery if delivered before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following delivery;

(ii)            in the case of service by U.S. registered mail, on the third Business Day after the day on which it was posted;

(iii)            in the case of email (subject to oral or electronic confirmation of receipt of the email in its entirety), on the date of transmission if transmitted before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following transmission; and

(iv)            in the case of notices published on an electronic application, on the date of publication if published before 5:00 p.m. on a Business Day and otherwise at 9:00 a.m. on the first Business Day following publication.

(c)            In proving service (other than service by e-mail), it shall be sufficient to prove that the notice or correspondence was properly addressed and left at or posted by registered mail to the place to which it was so addressed.

(d)            Any notice to the Company (including any Series) shall be deemed given if received by the Managing Member at the principal office of the Company designated pursuant to Section 2.03. The Managing Member and the Officers may rely and shall be protected in relying on any notice or other document from an Economic Member or other Person if believed by it to be genuine.

Section 15.02          Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.03          Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.04          Integration. This Agreement, together with the applicable Form of Adherence and Asset Management Agreement and any applicable Series Designation, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.05          Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company or any Series.

Section 15.06          Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.07          Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto (which signature may be provided electronically) or, in the case of a Person acquiring a Share, upon acceptance of its Form of Adherence.

Section 15.08          Applicable Law and Jurisdiction.

(a)            This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. Non-contractual obligations (if any) arising out of or in connection with this agreement (including its formation) shall also be governed by the laws of the State of Delaware. The rights and liabilities of the Members in the Company and each Series and as between them shall be determined pursuant to the Delaware Act and this Agreement. To the extent the rights or obligations of any Member are different by reason of any provision of this Agreement than they would otherwise be under the Delaware Act in the absence of any such provision, or even if this Agreement is inconsistent with the Delaware Act, this Agreement shall control, except to the extent the Delaware Act prohibits any particular provision of the Delaware Act to be waived or modified by the Members, in which event any contrary provisions hereof shall be valid to the maximum extent permitted under the Delaware Act.

(b)            Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby, including, without limitation, any suit, action, or proceeding brought under federal securities law, shall be brought in Chancery Court in the State of Delaware and each Member hereby consents to the exclusive jurisdiction of the Chancery Court in the State of Delaware (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum; provided, that if the Chancery Court in the State of Delaware shall not have jurisdiction over such matter, then such suit, action or proceeding may be brought in other federal or state courts located in the State of Delaware. Each Member hereby waives the right to commence an action, suit or proceeding seeking to enforce any provisions of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby or thereby in any court outside of the Chancery Court in the State of Delaware. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 15.01 will be deemed effective service of process on such party.

(c)            EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBERS MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, MATTERS ARISING UNDER FEDERAL SECURITIES LAW, OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Section 15.09         Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

Section 15.10         Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

[remainder of page intentionally left blank]

IN WITNESS WHEREOF, this Agreement has been executed as of the date first written above.

EXHIBIT A

JOINDER AGREEMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC

In witness whereof, and in consideration for the terms detailed herein the person named below as Asset Manager (the “Series [X] Asset Manager”) agrees to be joined as a party to the Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC (the “Agreement”) in the capacity of Asset Manager thereunder and to abide to the terms of the Agreement with respect to being appointed as the Asset Manager for Series [X].

By signing below, the Managing Member and Administrative Manager consent to the appointment of the Series [X] Asset Manager as the Asset Manager for Series [X] pursuant to the terms of the Agreement and to the amendment of the Agreement to add the Series [X] Asset Manager as a party thereto.

Series [X] ASSET MANAGER:

JOINDER AGREEMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC

In witness whereof, and in consideration for the terms detailed herein the person named below as Asset Manager (the “Series Music Asset Manager”) agrees to be joined as a party to the Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC (the “Agreement”) in the capacity of Asset Manager thereunder and to abide to the terms of the Agreement with respect to being appointed as the Asset Manager for Series Music.

By signing below, the Managing Member and Administrative Manager consent to the appointment of the Series Music Asset Manager as the Asset Manager for Series Music pursuant to the terms of the Agreement and to the amendment of the Agreement to add the Series Music Asset Manager as a party thereto.

JOINDER AGREEMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND I LLC

In witness whereof, and in consideration for the terms detailed herein the person named below as Asset Manager (the “Series Wine Asset Manager”) agrees to be joined as a party to the Limited Liability Company Agreement of StartEngine Collectibles Fund I LLC (the “Agreement”) in the capacity of Asset Manager thereunder and to abide to the terms of the Agreement with respect to being appointed as the Asset Manager for Series Wine.

By signing below, the Managing Member and Administrative Manager consent to the appointment of the Series Wine Asset Manager as the Asset Manager for Series Wine pursuant to the terms of the Agreement and to the amendment of the Agreement to add the Series Wine Asset Manager as a party thereto.

Exhibit 2.3

Series Music, a Series of StartEngine Collectibles Fund I LLC

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of StartEngine Collectibles I LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.

Exhibit 2.4

Series Wine, a Series of StartEngine Collectibles Fund I LLC

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of StartEngine Collectibles I LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.