RSE Collection, LLC (Form: 1-K, Received: 04/29/2020 17:08:13)

Table of Contents

MASTER SERIES TABLE2

Item 1. Description of Business28

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation31

Item 3. Directors, Executive Officers, and Significant Employees62

Item 4. Security Ownership of Management and Certain Security holders65

Item 5. Related Party Transactions68

Item 6. Other Significant Information69

Item 7. Financial Statements for the Fiscal Years EndED December 31, 2019 and 2018F-1

EXHIBIT INDEX III-1

In this Annual Report, references to “we,” “us,” “our,” “RSE Collection,” or the “Company” mean RSE Collection, LLC, a Delaware series limited liability company.

THIS ANNUAL REPORT 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. 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.

MASTER SERIES TABLE

The master series table below, referred to at times as the “Master Series Table,” shows key information related to each series. This information will be referenced in the following sections when referring to the Master Series Table.

Series / Series Name

Qualification Date

Underlying Asset

Offering Price per Interest

Minimum Offering Size

Maximum Offering Size

Agreement Type

Opening Date (1)

Closing Date (1)

Status

Sourcing Fee

Minimum Membership Interests (2)

Maximum Membership Interests (2)

Comments

#77LE1 / Series #77LE1

1977 Lotus Esprit S1

$38.85

$77,700

Upfront Purchase

11/17/2016

4/13/2017

Closed

$3,443

2000

• Acquired Underlying Asset for $69,400 on 10/03/2016
• Acquisition financed through a $69,400 loan from an officer of the Manager
• $77,700 Offering closed on 04/13/2017 and the loan plus $241 of accrued interest and other obligations were repaid with the proceeds
• (3) (5)

#69BM1 / Series Boss Mustang

8/10/2017

1969 Ford Mustang Boss 302

$57.50

$115,000

Upfront Purchase

11/20/2017

2/7/2018

Closed

$2,986

2000

• Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager
• $115,000 Offering closed on 02/07/2018 and the loan plus $821 of accrued interest and other obligations were repaid with the proceeds
• (3)

#85FT1 / Series Ferrari Testarossa

9/14/2017

1985 Ferrari Testarossa

$82.50

$165,000

Upfront Purchase

11/23/2017

2/15/2018

Closed

($17,859)

2000

• Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender)
• $165,000 Offering closed on 02/15/2018 and all loans plus accrued interest of $401 and $5,515 and other obligations were repaid with the proceeds
• (3)

#88LJ1 / Series Lamborghini Jalpa

9/14/2017

1988 Lamborghini Jalpa

$67.50

$135,000

Upfront Purchase

2/9/2018

4/12/2018

Closed

$578

2000

• Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager
• $135,000 Offering closed on 04/12/2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds
• (3)

#55PS1 / Series Porsche Speedster

9/14/2017

1955 Porsche 356 Speedster

$212.50

$425,000

Purchase Option Agreement

4/2/2018

6/6/2018

Closed

($3,357)

2000

• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017
• At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an officer of the Manager and a $10,000 down-payment by the Manager
• Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager
• $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
• (3)

#95BL1 / Series BMW M3 Lightweight

5/24/2018

1995 BMW E36 M3 Lightweight

$59.25

$118,500

Upfront Purchase

6/1/2018

7/12/2018

Closed

($444)

2000

• Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender)
• $118,500 Offering closed on 07/12/2018 and all loans and other obligations were repaid with the proceeds
• (3)

#89PS1 / Series Porsche 911 Speedster

7/20/2018

1989 Porsche 911 Speedster

$82.50

$165,000

Purchase Option Agreement

7/23/2018

7/31/2018

Closed

$1,771

2000

• Purchase Option Agreement to acquire Underlying Asset for $160,000 entered on 6/21/2018
• Consideration to Asset Seller paid $61,000 in cash (38% of consideration) and the remainder ($99,000) in Interests in the Series #89PS1 issued to the Asset Seller at the closing of the Offering
•$165,000 Offering closed on 7/31/2018 and payments made by the Manager and other obligations were paid through the proceeds to finalize the purchase
• (3)

#90FM1 / Series Ford Mustang 7-Up Edition

7/20/2018

1990 Ford Mustang 7Up Edition

$8.25

$16,500

Purchase Option Agreement

7/24/2018

7/31/2018

Closed

$464

2000

• Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018
• Consideration to Asset Seller paid $10,375 in cash (72% of consideration) and the remainder ($4,125) in Interests in the Series #90FM1 issued to the Asset Seller at the closing of the Offering
• $16,500 Offering closed on 07/31/2018 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

#83FB1 / Series Ferrari 512

3/29/2018

1983 Ferrari 512 BBi

$70.00

$350,000

Purchase Option Agreement

7/23/2018

9/5/2018

Closed

$9,162

5000

• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017
• $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
• (3)

#98DV1 / Series Dodge Viper GTS-R

9/17/2018

1998 Dodge Viper GTS-R

$65.00

$130,000

Upfront Purchase

9/27/2018

10/10/2018

Closed

$2,314

2000

• Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager
• $130,000 Offering closed on 10/10/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

#06FS1 / Series Ferrari F430 Spider

9/17/2018

2006 Ferrari F430 Spider "Manual"

$39.80

$199,000

Purchase Option Agreement

10/12/2018

10/19/2018

Sold

$774

5000

• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018
• $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds to finalize the purchase
• $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

#93XJ1 / Series Jaguar XJ220

3/29/2018

1993 Jaguar XJ220

$99.00

$495,000

Purchase Option Agreement

8/22/2018

11/6/2018

Closed

($7,373)

5000

• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017
• Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an officer of the Manager and a $145,000 loan from an affiliate of the Manager
• The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager
• Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager
• In addition to the acquisition of the Series, the proceeds from the Offering were used to finance $26,500 of refurbishments to the Underlying Asset
• $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds
• (3)

#02AX1 / Series Acura NSX-T

11/16/2018

2002 Acura NSX-T

$54.00

$108,000

Upfront Purchase

11/16/2018

11/30/2018

Closed

$1,944

2000

• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager
• $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

#99LE1 / Series Lotus Sport 350

11/16/2018

1999 Lotus Esprit Sport 350

$34.75

$69,500

Upfront Purchase

11/23/2018

12/4/2018

Closed

$1,770

2000

• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager
• $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
• (3)

#91MV1 / Series Mitsubishi VR4

11/16/2018

1991 Mitsubishi 3000GT VR4

$19.00

$38,000

Upfront Purchase

11/28/2018

12/7/2018

Closed

$600

2000

• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager
• $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#92LD1 / Series Lancia Martini 5

11/16/2018

1992 Lancia Delta Integrale Evo "Martini 5"

$55.00

$165,000

Upfront Purchase

12/7/2018

12/26/2018

Closed

$2,219

3000

• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager
• $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#94DV1 / Series Dodge Viper RT/10

11/16/2018

1994 Dodge Viper RT/10

$28.75

$57,500

Purchase Option Agreement

12/11/2018

12/26/2018

Closed

$1,841

2000

• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018
• Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager
• $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#00FM1 / Series Ford Mustang Cobra R

12/6/2018

2000 Ford Mustang Cobra R

$24.75

$49,500

Upfront Purchase

12/21/2018

1/4/2019

Sold

$862

2000

• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager
• $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds
• $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
• (3)

#72MC1 / Series Mazda Cosmo Sport

12/6/2018

1972 Mazda Cosmo Sport Series II

$62.25

$124,500

Purchase Option Agreement

12/28/2018

1/4/2019

Closed

$2,474

2000

• Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018
• Consideration to Asset Seller paid $65,200 in cash (57% of consideration) and the remainder ($49,800) in Interests in the Series #72MC1 issued to the Asset Seller at the closing of the Offering
• $124,500 Offering closed on 01/04/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
• (3)

#06FG1 / Series Ford GT

12/6/2018

2006 Ford GT

$64.00

$320,000

Purchase Agreement

12/14/2018

1/8/2019

Closed

$3,198

5000

• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018
• Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

#11BM1 / Series BMW 1M

12/6/2018

2011 BMW 1M

$42.00

$84,000

Purchase Option Agreement

1/8/2019

1/25/2019

Closed

$517

2000

• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018
• Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#80LC1 / Series Lamborghini Countach LP400 S Turbo

9/17/2018

1980 Lamborghini Countach LP400 S Turbo

$127.00

$635,000

Purchase Option Agreement

1/17/2019

2/8/2019

Closed

$9,216

5000

• Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018
• Consideration to Asset Seller paid $562,375 in cash (92% of consideration) and the remainder ($47,625) in Interests in the Series #80LC1 issued to the Asset Seller at the closing of the Offering
• Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager
• $635,000 Offering closed on 02/08/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#02BZ1 / Series BMW Z8

12/6/2018

2002 BMW Z8

$65.00

$195,000

Purchase Agreement

1/6/2019

2/8/2019

Closed

$2,620

3000

• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018
• Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager
• $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
• (3)

#88BM1 / Series BMW E30 M3

12/6/2018

1988 BMW E30 M3

$47.00

$141,000

Upfront Purchase

1/11/2019

2/25/2019

Closed

$226

3000

• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager
• $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#63CC1 / Series Corvette Split Window

3/6/2019

1963 Chevrolet Corvette Split Window

$63.00

$126,000

Upfront Purchase

3/8/2019

3/18/2019

Closed

$1,553

2000

• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager
• $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#76PT1 / Series Porsche Turbo Carrera

3/6/2019

1976 Porsche 911 Turbo Carrera

$63.30

$189,900

Upfront Purchase

3/15/2019

3/22/2019

Closed

$1,793

3000

• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager
• $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds
• (3)

#75RA1 / Series Renault Alpine A110

3/6/2019

1975 Renault Alpine A110 1300

$28.00

$84,000

Purchase Agreement

3/29/2019

4/9/2019

Closed

$3,732

3000

• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018
• Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager
• $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#65AG1 / Series Alfa Romeo Giulia SS

3/6/2019

1965 Alfa Romeo Giulia Sprint Speciale

$89.25

$178,500

Upfront Purchase

4/5/2019

4/16/2019

Closed

$1,903

2000

• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager
• $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#93FS1 / Series Ferrari 348TS SS

3/6/2019

1993 Ferrari 348TS Serie Speciale

$68.75

$137,500

Purchase Option Agreement

4/12/2019

4/22/2019

Closed

$1,272

2000

• Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019
• Down-payment of $10,000 on 01/22/2019 and final payment of $120,000 on 04/20/2019 were made and financed through non-interest-bearing payments from the Manager
• $137,500 Offering closed on 04/22/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

2003 Porsche 911 GT2

Cancelled / Underlying Asset Sold Pre-Offering

• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018
• Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager
• $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.

#61JE1 / Series Jaguar E-Type

3/6/2019

1961 Jaguar E-Type

$82.00

$246,000

Upfront Purchase

4/19/2019

4/26/2019

Closed

$3,858

3000

• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager
• $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#90MM1 / Series Mazda Miata

3/6/2019

1990 Mazda Miata MX-5

$5.32

$26,600

Purchase Option Agreement

4/17/2019

4/26/2019

Closed

$918

5000

• Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019
• Underlying Asset was acquired on 03/30/2019 with payment of $22,000 financed through a non-interest-bearing payment from the Manager
• $26,600 Offering closed on 04/26/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#65FM1 / Series Mustang Fastback

3/6/2019

1965 Ford Mustang 2+2 Fastback

$41.25

$82,500

Purchase Agreement

5/3/2019

7/18/2019

Closed

$1,966

2000

• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018
• Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager
• $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#88PT1 / Series Porsche 944 Turbo S

11/16/2018

1988 Porsche 944 Turbo S

$30.00

$66,000

Purchase Option Agreement

5/10/2019

7/18/2019

Closed

($2,214)

2200

• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019
• Down-payment of $12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager
• $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
• (3)

#94LD1 / Series Lamborghini Diablo Jota

12/6/2018

1994 Lamborghini Diablo SE30 Jota

$119.50

$597,500

Purchase Agreement

7/12/2019

8/6/2019

Closed

$11,251

5000

• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018
• Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager
• $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#99SS1 / Series Shelby Series 1

8/9/2019

1999 Shelby Series 1

$137.50

$137,500

Upfront Purchase

9/4/2019

9/11/2019

Closed

$1,815

1000

• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager
• $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds
• (3)

#94FS1 / Series Ferrari 348 Spider

8/9/2019

1994 Ferrari 348 Spider

$72.50

$145,000

Purchase Agreement

9/12/2019

9/17/2019

Closed

$669

2000

• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019
• Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#61MG1 / Series Maserati 3500GT

3/6/2019

1961 Maserati 3500GT

$68.00

$340,000

Purchase Agreement

9/20/2019

9/30/2019

Closed

$4,613

5000

• Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018
• Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager
• $340,000 Offering closed on 09/30/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#92CC1 / Series Corvette ZR1

8/9/2019

1992 Chevrolet Corvette ZR1

$26.25

$52,500

Purchase Option Agreement

9/27/2019

10/2/2019

Closed

$2,875

2000

• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019
• Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager
• $52,500 Offering closed on 10/2/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#89FT1 / Series Ferrari Testarossa

8/9/2019

1989 Ferrari Testarossa

$45.00

$180,000

Purchase Option Agreement

10/4/2019

10/11/2019

Closed

($400)

4000

• Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019
• Underlying Asset was acquired on 06/10/2019 with payment of $172,500 financed through a non-interest-bearing payment from the Manager
• $180,000 Offering closed on 10/11/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#80PN1 / Series 1980 Porsche 928

10/23/2019

1980 Porsche 928

$9.60

$48,000

Upfront Purchase

11/1/2019

11/6/2019

Closed

($4,030)

5000

• Acquired Underlying Asset for $45,750 on 10/21/2019 through a non-interest-bearing payment by the Manager
• $48,000 Offering closed on 11/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds
• (3)

#89FG2 / Series 1989 Ferrari 328 II

10/23/2019

1989 Ferrari 328 GTS

$75.00

$127,500

Upfront Purchase

11/8/2019

11/14/2019

Closed

$1,719

1700

• Acquired Underlying Asset for $118,500 on 10/29/2019 through a non-interest-bearing payment by the Manager
• $127,500 Offering closed on 11/14/2019 and payments made by the Manager and other Obligations were paid through the proceed
• (3)

#88LL1 / Series Lamborghini LM002

8/9/2019

1988 Lamborghini LM002

$146.00

$292,000

Purchase Option Agreement

11/18/2019

12/8/2019

Closed

$3,115

2000

• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019
• Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager
• $292,000 Offering closed on 12/08/2019 and payments made by the Manager and other Obligations were paid through the proceed
• (3)

1990 Mercedes 190E 2.5-16 Evo II						Cancelled / Underlying Asset Sold Pre-Offering							• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager • $235,000 acquisition offer for 1990 Mercedes 190E 2.5-16 Evo II accepted on 01/31/2020, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#82AV1 / Series Aston Martin Oscar India	3/6/2019	1982 Aston Martin V8 Vantage Oscar India	$148.75	$238,000	$297,500	Upfront Purchase	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,911	1600	2000	• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager
#03SS1 / Series Saleen S7	12/9/2019	2003 Saleen S7	$125.00	$300,000	$375,000	Upfront Purchase	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$29,638	2400	3000	• Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager
#72FG2 / Series 2 Ferrari 365 GTC/4	8/9/2019	1972 Ferrari 365 GTC/4	$98.33	$236,000	$295,000	Purchase Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$6,038	2400	3000	• Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019 • Down-payment of $27,500 on 06/4/2019 and final payment of $247,500 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager

#95FF1 / Series Ferrari 355 Spider	12/9/2019	1995 Ferrari 355 Spider	$60.00	$96,000	$120,000	Upfront Purchase	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,500	1600	2000	• Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager
#82AB1 / Series Alpina B6	11/16/2018	1982 Alpina B6 2.8	$58.86	$103,600	$129,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,110	1760	2200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#12MM1 / Series McLaren MP4-12C	3/6/2019	2012 McLaren MP4-12C	$62.50	$100,000	$125,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,794	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#55MG1 / Series Mercedes 300SL	8/9/2019	1955 Mercedes-Benz 300SL	$1,250.00	$1,000,000	$1,250,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$16,325	800	1000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#65PT1 / Series Porsche 356 SC	8/9/2019	1965 Porsche 356 SC	$67.50	$108,000	$135,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$8,838	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#73FD1 / Series Ferrari Dino GTS	8/9/2019	1973 Ferrari 246 Dino GTS	$142.50	$228,000	$285,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,213	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#76FG1 / Series Ferrari 308 Vetroresina	8/9/2019	1976 Ferrari 308 GTB	$37.00	$148,000	$185,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,133	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#89NG1 / Series Nissan GT-R	8/9/2019	1989 Nissan GT-R Skyline	$26.67	$64,000	$80,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$3,900	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#90FF1 / Series Ferrari F40	8/9/2019	1990 Ferrari F40	$410.00	$984,000	$1,230,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$65,175	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#95BE1 / Series Bugatti EB110	8/9/2019	1995 Bugatti EB110	$170.00	$680,000	$850,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$49,525	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67FG1 / Series 1967 Ferrari 330 GTC	9/11/2019	1967 Ferrari 330 GTC	$208.33	$500,000	$625,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$30,263	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67CC1 / Series 1967 Chevrolet Corvette	9/11/2019	1967 Chevrolet Corvette 427/435 L71	$100.00	$160,000	$200,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,200	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91GS1 / Series GMC Syclone	10/23/2019	1991 GMC Syclone	$7.90	$34,760	$43,450	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,653	4400	5500	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#87FF1 / Series Ferrari 412	1/0/1900	1987 Ferrari 412	$129.80	$114,224	$142,780	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,603	880	1100	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67FS1 / Series Ford Shelby GT500	10/23/2019	1967 Ford Shelby GT500	$48.75	$156,000	$195,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$17,788	3200	4000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#72PT1 / Series 1972 911S Targa	10/23/2019	1972 Porsche 911S Targa	$110.00	$176,000	$220,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,850	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#08TR1 / Series 2008 Tesla Signature 100 Roadster	10/23/2019	2008 Tesla Signature 100 Roadster	$20.00	$80,000	$100,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$17,950	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#63PT1 / Series Porsche 356 Super 90	10/23/2019	1963 Porsche 356 Super 90	$70.00	$123,200	$154,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,250	1760	2200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#55MS1 / Series Mercedes 190SL	10/23/2019	1955 Mercedes-Benz 190SL	$97.50	$171,600	$214,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$6,288	1760	2200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#67MS1 / Series Mercedes-Benz 250SL	10/23/2019	1967 Mercedes-Benz 250SL 5-Speed	$80.00	$128,000	$160,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$12,900	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99FF1 / Series 1999 Ferrari F355	10/23/2019	1999 Ferrari 355	$62.50	$110,000	$137,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$6,763	1760	2200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#69PN1 / Series 1969 Porsche 912	10/23/2019	1969 Porsche 912	$19.00	$76,000	$95,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$9,788	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#90FT1 / Series 1990 Ferrari Mondial t	10/23/2019	1990 Ferrari Mondial t	$41.25	$66,000	$82,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,256	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#91JX1 / Series Jaguar XJR-15	12/9/2019	1991 Jaguar XJR-15	$310.00	$1,240,000	$1,550,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$22,875	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#72FG1 / Series Ferrari 365 GTC/4		1972 Ferrari 365 GTC/4	$63.00	$276,000	$345,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$27,356	4380.8	5476	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99FG1 / Series Ferrari 456M GT		1999 Ferrari 456M GT	$66.25	$116,600	$145,750	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,815	1760	2200	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#91DP1 / Series DeTomaso Pantera	1991 DeTomaso Pantera Si	$79.50	$318,000	$397,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$15,362	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#89FG1 / Series Ferrari 328 GTS	1989 Ferrari 328 GTS	$27.50	$88,000	$110,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$9,363	3200	4000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#66AV1 / Series Aston Martin DB6 Vantage	1966 Aston Martin DB6 Vantage	$161.67	$388,000	$485,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$21,413	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#99LD1 / Series Lamborghini VT Roadster	1999 Lamborghini VT Roadster	$172.50	$276,000	$345,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$13,863	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#64AD1 / Series Aston Martin DB5	1964 Aston Martin DB5	$189.00	$756,000	$945,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$21,163	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#95FM1 / Series Ferrari 512 M	1995 Ferrari 512 M	$230.00	$368,000	$460,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$27,150	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#61JC1 / Series 1961 Jaguar E-Type Coupe	1961 Jaguar E-Type FHC	$65.00	$156,000	$195,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,288	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#94BE1 / Series 1994 Bugatti EB110 SS	1994 EB110 SS Dauer SportWagen S	$200.00	$800,000	$1,000,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$38,700	4000	5000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#79PT1 / Series 1979 Porsche 930 Turbo	1979 Porsche 930 Turbo	$77.50	$124,000	$155,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,334	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

#68CC1 / Series 1968 Chevrolet Corvette	1968 Chevrolet Corvette	$67.50	$108,000	$135,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$11,763	1600	2000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#78MM1 / Series 1978 Maserati Merak	1978 Maserati Merak	$97.50	$78,000	$97,500	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$4,994	800	1000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#81DD1 / Series 1981 DeLorean DMC-12	1981 DeLorean DMC-12	$24.00	$57,600	$72,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$5,019	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#98AX1 / Series 1998 Acura NSX	1998 Acura NSX	$110.00	$88,000	$110,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,363	800	1000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#08MS1 / Series Mercedes-Benz SLR McLaren	2008 Mercedes-Benz SLR McLaren	$106.67	$256,000	$320,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$7,600	2400	3000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#11FG1 / Series Ferrari 599 GTO	2011 Ferrari 599 GTO	$142.50	$456,000	$570,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$26,225	3200	4000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)
#06FG2 / Series 2006 Ford GT Heritage	2006 Ford GT Heritage	$97.50	$312,000	$390,000	Purchase Option Agreement	Q2 2020 or Q3 2020	Q2 2020 or Q3 2020	Upcoming	$16,375	3200	4000	• Negotiations for a purchase option agreement to acquire Underlying Asset ongoing • (4)

Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.

(1)If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

(2)Interests sold in Series is limited to 2,000 “qualified purchasers” with a maximum of 500 non - “accredited investors.”

(3)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering.

(4)Values are based on current or anticipated negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change

(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.

(1)

Historical Investments in Underlying Assets

We provide investment opportunities in Automobile Assets to Investors through the Platform, financed through various methods including, loans from officers of the Manager or other third-parties, if we purchase an Underlying Asset prior to the Closing of an Offering, and through purchase option agreements negotiated with third-parties or affiliates, if we finance the purchase of an Underlying Asset with the proceeds of an Offering. Additional information can be found below and in the Master Series Table.

Year Ended December 31, 2018

During the year from January 1, 2018 through December 31, 2018 we have entered into the agreements and had Closings, as listed in the table below. We received multiple loans or payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the table below. Such payments or loans have been or will be repaid from the proceeds of successful Series’ initial Offerings, if necessary. Upon completion of the Offering of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ Offering documents. In various instances, as noted in the table below, the Asset Seller is issued Interests in a particular Series as part of the total purchase consideration to the Asset Seller. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.

The Company incurred the “Acquisition Expenses,” which include transportation of the automobile assets to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy, listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets during the year ended December 31, 2018. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. The Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.

Series - Series Name	Agreement Type - Date of Agreement	Closing Date (1)	Purchase Price	Financed via - Officer Loan / 3rd Party Loan	Financed via - RSE Markets	Financed via - Offering Proceeds	Interests Issued to Asset Seller	Percent Owned by Asset Seller	Acquisition Expenses	Comments
#69BM1 / Series Boss Mustang	Upfront Purchase / 10/31/2016	2/7/2018	$102,395	$0	$0	$0	$0	0%	$1,821	• Acquired Underlying Asset for $102,395 on 10/31/2016 financed through a $5,000 down-payment by the Manager and a $97,395 loan from an officer of the Manager • $115,000 Offering closed on 02/07/2018 and the loan plus $821 of accrued interest and other obligations were repaid with the proceeds

#85FT1 / Series Ferrari Testarossa	Upfront Purchase / 06/01/2017	2/15/2018	$172,500	$0	$0	$0	$0	0%	$8,414	• Acquired Underlying Asset for $172,500 on 06/01/2017 financed through a $47,500 loan from an officer of the Manager and $125,000 loan from J.J. Best Banc & Co (3rd Party Lender) • $165,000 Offering closed on 02/15/2018 and all loans plus accrued interest of $401 and $5,515 and other obligations were repaid with the proceeds
#88LJ1 / Series Lamborghini Jalpa	Upfront Purchase / 11/23/2016	4/12/2018	$127,176	$0	$0	$0	$0	0%	$6,061	• Acquired Underlying Asset for $127,176 on 11/23/2016 financed through a $7,500 down-payment by the Manager and a $119,676 loan from an officer of the Manager • $135,000 Offering closed on 04/12/2018 and the loan plus $1,126 of accrued interest was repaid with the proceeds
#55PS1 / Series Porsche Speedster	Purchase Option Agreement / 07/01/2017	6/6/2018	$405,000	$120,000	$165,000	$120,000	$0	0%	$16,989	• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017 • At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an officer of the Manager and a $10,000 down-payment by the Manager • Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager • $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
#95BL1 / Series BMW M3 Lightweight	Upfront Purchase / 05/01/2018	7/12/2018	$112,500	$90,000	$22,500	$0	$0	0%	$3,686	• Acquired Underlying Asset for $112,500 on 03/28/2018 financed through a $22,500 non-interest-bearing down-payment by Manager, $10,000 loan from an officer of the Manager and an $80,000 loan from J.J. Best & Company (3rd Party Lender) • $118,500 Offering closed on 07/12/2018 and all loans and other obligations were repaid with the proceeds
#89PS1 / Series Porsche 911 Speedster	Purchase Option Agreement / 06/21/2018	7/31/2018	$160,000	$0	$0	$61,000	$99,000	60%	$250	• Purchase Option Agreement to acquire Underlying Asset for $160,000 entered on 6/21/2018 • Consideration to Asset Seller paid $61,000 in cash (38% of consideration) and the remainder ($99,000) in Interests in the Series #89PS1 issued to the Asset Seller at the closing of the Offering •$165,000 Offering closed on 7/31/2018 and payments made by the Manager and other obligations were paid through the proceeds to finalize the purchase

#90FM1 / Series Ford Mustang 7-Up Edition	Purchase Option Agreement / 07/01/2018	7/31/2018	$14,500	$0	$0	$10,375	$4,125	15%	$175	• Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018 • Consideration to Asset Seller paid $10,375 in cash (72% of consideration) and the remainder ($4,125) in Interests in the Series #90FM1 issued to the Asset Seller at the closing of the Offering • $16,500 Offering closed on 07/31/2018 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
#83FB1 / Series Ferrari 512	Purchase Option Agreement / 10/31/2017	9/5/2018	$330,000	$0	$0	$330,000	$0	0%	$2,520	• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017 • $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
#98DV1 / Series Dodge Viper GTS-R	Upfront Purchase / 06/28/2018	10/10/2018	$120,000	$80,000	$40,000	$0	$0	0%	$3,257	• Acquired Underlying Asset for $120,000 on 06/28/2018 financed through a $40,000 non-interest-bearing down-payment by Manager and a $80,000 loan from an officer of the Manager • $130,000 Offering closed on 10/10/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
#06FS1 / Series Ferrari F430 Spider	Purchase Option Agreement / 10/05/2018	10/19/2018	$192,500	$0	$0	$192,500	$0	0%	$0	• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018 • $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds to finalize the purchase • $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities

#93XJ1 / Series Jaguar XJ220	Purchase Option Agreement / 12/15/2017	11/6/2018	$460,000	$170,000	$290,000	$0	$0	0%	$33,403	• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017 • Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an officer of the Manager and a $145,000 loan from an affiliate of the Manager • The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager • Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager • In addition to the acquisition of the Series, the proceeds from the Offering were used to finance $26,500 of refurbishments to the Underlying Asset • $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds
#02AX1 / Series Acura NSX-T	Upfront Purchase / 09/19/2018	11/30/2018	$100,000	$100,000	$0	$0	$0	0%	$2,181	• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager • $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
#99LE1 / Series Lotus Sport 350	Upfront Purchase / 10/04/2018	12/4/2018	$62,100	$62,100	$0	$0	$0	0%	$2,328	• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager • $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
#91MV1 / Series Mitsubishi VR4	Upfront Purchase / 10/12/2018	12/7/2018	$33,950	$0	$33,950	$0	$0	0%	$1,400	• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager • $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds
#92LD1 / Series Lancia Martini 5	Upfront Purchase / 09/21/2018	12/26/2018	$146,181	$0	$146,181	$0	$0	0%	$11,478	• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager • $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds

#94DV1 / Series Dodge Viper RT/10	Purchase Option Agreement / 10/04/2018	12/26/2018	$52,500	$0	$52,500	$0	$0	0%	$0	• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018 • Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager • $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
#00FM1 / Series Ford Mustang Cobra R	Upfront Purchase / 10/12/2018	1/4/2019	$43,000	$0	$43,000	$0	$0	0%	$2,488	• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager • $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds • $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
#72MC1 / Series Mazda Cosmo Sport	Purchase Option Agreement / 11/01/2018	1/4/2019	$115,000	$0	$0	$0	$0	40%	$0	• Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018 • Consideration to Asset Seller paid $65,200 in cash (57% of consideration) and the remainder ($49,800) in Interests in the Series #72MC1 issued to the Asset Seller at the closing of the Offering • $124,500 Offering closed on 01/04/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
#06FG1 / Series Ford GT	Purchase Agreement / 10/23/2018	1/8/2019	$309,000	$0	$309,000	$0	$0	0%	$300	• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018 • Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager • $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
#11BM1 / Series BMW 1M	Purchase Option Agreement / 10/20/2018	1/25/2019	$78,500	$0	$7,850	$0	$0	0%	$0	• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018 • Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager • $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

#80LC1 / Series Lamborghini Countach LP400 S Turbo	Purchase Option Agreement / 08/01/2018	2/8/2019	$610,000	$0	$562,375	$0	$0	8%	$2,930	• Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018 • Consideration to Asset Seller paid $562,375 in cash (92% of consideration) and the remainder ($47,625) in Interests in the Series #80LC1 issued to the Asset Seller at the closing of the Offering • Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager • $635,000 Offering closed on 02/08/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#02BZ1 / Series BMW Z8	Purchase Agreement / 10/18/2018	2/8/2019	$185,000	$0	$185,000	$0	$0	0%	$1,015	• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018 • Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager • $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
#88BM1 / Series BMW E30 M3	Upfront Purchase / 10/18/2018	2/25/2019	$135,000	$0	$135,000	$0	$0	0%	$1,479	• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager • $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds
#63CC1 / Series Corvette Split Window	Upfront Purchase / 12/06/2018	3/18/2019	$120,000	$0	$120,000	$0	$0	0%	$0	• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager • $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds
#76PT1 / Series Porsche Turbo Carrera	Upfront Purchase / 11/27/2018	3/22/2019	$179,065	$0	$179,065	$0	$0	0%	$0	• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager • $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds

#75RA1 / Series Renault Alpine A110	Purchase Agreement / 12/22/2018	4/9/2019	$75,000	$0	$0	$0	$0	0%	$0	• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018 • Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager • $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds
#65AG1 / Series Alfa Romeo Giulia SS	Upfront Purchase / 11/29/2018	4/16/2019	$170,000	$0	$170,000	$0	$0	0%	$0	• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager • $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds
2003 Porsche 911 GT2	Purchase Option Agreement / 10/24/2018	Not Offered	$137,000	$0	$13,500	$0	$0	0%	$0	• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018 • Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager • $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#61JE1 / Series Jaguar E-Type	Upfront Purchase / 12/22/2018	4/26/2019	$235,000	$0	$235,000	$0	$0	0%	$0	• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager • $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds

#65FM1 / Series Mustang Fastback	Purchase Agreement / 12/04/2018	7/18/2019	$75,000	$0	$20,000	$0	$0	0%	$0	• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018 • Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager • $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds
#94LD1 / Series Lamborghini Diablo Jota	Purchase Agreement / 10/09/2018	8/6/2019	$570,000	$0	$100,000	$0	$0	0%	$0	• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018 • Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager • $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds
#61MG1 / Series Maserati 3500GT	Purchase Agreement / 12/04/2018	9/30/2019	$325,000	$0	$32,500	$0	$0	0%	$0	• Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018 • Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager • $340,000 Offering closed on 09/30/2019 and payments made by the Manager and other Obligations were paid through the proceeds

1990 Mercedes 190E 2.5-16 Evo II	Upfront Purchase / 11/02/2018	Not Offered	$251,992	$0	$251,992	$0	$0	0%	$0	• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager • $235,000 acquisition offer for 1990 Mercedes 190E 2.5-16 Evo II accepted on 01/31/2020, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#82AV1 / Series Aston Martin Oscar India	Upfront Purchase / 12/10/2018	Q2 2020 or Q3 2020	$285,000	$0	$285,000	$0	$0	0%	$0	• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager
Total for 2018	New Agreements: 28 Closings: 16		$4,892,788	$622,100	$3,399,413	$713,875	$103,125		$102,175
Cumu. Total since 2016	Total Agreements: 35 Closings: 17		$6,559,259	$1,081,071	$3,411,913	$713,875	$103,125		$108,573

Note: Gray shading represents Series for which no Closing of an Offering had occurred as of December 31, 2018. Orange shading represents sale of Series’ Underlying Asset.

Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the year ended December 31, 2018.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts in the year ended December 31, 2018 i.e. if an Underlying Asset was purchased in a prior year end, but had a Closing in the year ended December 31, 2018, it would not contribute to the totals for the year ended December 31, 2018.

(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

Year Ended December 31, 2019

During the year from January 1, 2019 through December 31, 2019 we have entered into the agreements and had Closings, as listed in the table below. We received multiple loans and payments from various parties to support the financing of the acquisition of the Underlying Assets, for which the details are listed in the table below. Such payments or loans have been or will be repaid from the proceeds of successful Series’ initial Offerings, if necessary. Upon completion of the Offering of each of the Series of Interests, it is proposed that each of these Series shall acquire their respective Underlying Assets for the aggregate consideration consisting of cash and Interests as the authorized officers of the Manager may determine in their reasonable discretion in accordance with the disclosures set forth in these Series’ Offering documents. In various instances, as noted in the table below, the Asset Seller is issued Interests in a particular Series as part of total purchase consideration to the Asset Seller. In addition, there are instances where the Company finances an acquisition through the proceeds of the Offering, in the case of a purchase option, and as such requires no additional financing or only financing to make an initial down payment, as the case may be.

The Company incurred the Acquisition Expenses listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets since the year ended December 31, 2019. The Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.

Series - Series Name	Agreement Type - Date of Agreement	Closing Date (1)	Purchase Price	Financed via - Officer Loan / 3rd Party Loan	Financed via - RSE Markets	Financed via - Offering Proceeds	Interests Issued to Asset Seller	Percent Owned by Asset Seller	Acquisition Expenses	Comments
#55PS1 / Series Porsche Speedster	Purchase Option Agreement / 07/01/2017	6/6/2018	$405,000	$0	$0	$0	$0	0%	$286	• Purchase option agreement to acquire Underlying Asset for $405,000 entered on 07/01/2017 • At the time of the agreement there was a $30,000 non-refundable upfront fee that was financed through a $20,000 loan by an officer of the Manager and a $10,000 down-payment by the Manager • Subsequently a $100,000 refundable upfront fee was made and financed through a loan to the Company from an officer of the Manager and a payment of $155,000 was made and financed through a payment by the Manager • $425,000 Offering closed on 06/06/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase

#90FM1 / Series Ford Mustang 7-Up Edition	Purchase Option Agreement / 07/01/2018	7/31/2018	$14,500	$0	$0	$0	$0	15%	$286	• Purchase Option Agreement to acquire Underlying Asset from the Asset Seller, an affiliate of the Company for $14,500 entered on 06/15/2018 • Consideration to Asset Seller paid $10,375 in cash (72% of consideration) and the remainder ($4,125) in Interests in the Series #90FM1 issued to the Asset Seller at the closing of the Offering • $16,500 Offering closed on 07/31/2018 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
#83FB1 / Series Ferrari 512	Purchase Option Agreement / 10/31/2017	9/5/2018	$330,000	$0	$0	$0	$0	0%	$286	• Purchase option agreement to acquire Underlying Asset for $330,000 entered on 10/30/2017 • $350,000 Offering closed on 09/05/2018 and all obligations under the purchase option agreement and other obligations were repaid with the proceeds to finalize the purchase
#06FS1 / Series Ferrari F430 Spider	Purchase Option Agreement / 10/05/2018	10/19/2018	$192,500	$0	$0	$0	$0	0%	$286	• Purchase option agreement to acquire Underlying Asset for $192,500 entered on 10/05/2018 • $199,000 Offering closed on 10/19/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds to finalize the purchase • $227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities

#93XJ1 / Series Jaguar XJ220	Purchase Option Agreement / 12/15/2017	11/6/2018	$460,000	$0	$0	$0	$0	0%	$286	• Purchase option agreement to acquire Underlying Asset for $460,000 entered on 12/15/2017 • Down-payment of $170,000 on 03/02/2018, financed through a $25,000 loan from an officer of the Manager and a $145,000 loan from an affiliate of the Manager • The $145,000 loan from an affiliate of the Manager plus $4,767 of accrued interest was subsequently repaid on 07/03/2018 and replaced by a $145,000 non-interest-bearing payment from the Manager • Final payment of $290,000 on 08/02/2018 financed through a non-interest-bearing payment from the Manager • In addition to the acquisition of the Series, the proceeds from the Offering were used to finance $26,500 of refurbishments to the Underlying Asset • $495,000 Offering closed on 11/06/2018 and the Series repaid the non-interest-bearing payments made to the Company by the Manager and other obligations through the proceeds
#02AX1 / Series Acura NSX-T	Upfront Purchase / 09/19/2018	11/30/2018	$100,000	$0	$0	$0	$0	0%	$286	• Acquired Underlying Asset for $100,000 on 09/19/2018 financed through a loan from an officer of the Manager • $108,000 Offering closed on 11/30/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
#99LE1 / Series Lotus Sport 350	Upfront Purchase / 10/04/2018	12/4/2018	$62,100	$0	$0	$0	$0	0%	$286	• Acquired Underlying Asset for $62,100 on 10/12/2018 financed through a loan from an officer of the Manager • $69,500 Offering closed on 12/04/2018 and the loan plus accrued interest and other obligations were paid through the proceeds
#91MV1 / Series Mitsubishi VR4	Upfront Purchase / 10/12/2018	12/7/2018	$33,950	$0	$0	$0	$0	0%	$287	• Acquired Underlying Asset for $33,950 on 10/15/2018 financed through a non-interest-bearing payment by the Manager • $38,000 Offering closed on 12/7/2018 and payment made by the Manager and other obligations were paid through the proceeds
#92LD1 / Series Lancia Martini 5	Upfront Purchase / 09/21/2018	12/26/2018	$146,181	$0	$0	$0	$0	0%	$918	• Acquired Underlying Asset for $146,181 on 10/09/2018 financed through a non-interest-bearing payment from the Manager • $165,000 Offering closed on 12/26/2018 and payment made by the Manager and other obligations were paid through the proceeds

#94DV1 / Series Dodge Viper RT/10	Purchase Option Agreement / 10/04/2018	12/26/2018	$52,500	$0	$0	$0	$0	0%	$287	• Purchase option agreement to acquire Underlying Asset for $52,500 entered on 10/05/2018 • Payment of $52,500 on 10/29/2018 financed through a non-interest-bearing payment by the Manager • $57,500 Offering closed on 12/26/2018 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
#00FM1 / Series Ford Mustang Cobra R	Upfront Purchase / 10/12/2018	1/4/2019	$43,000	$0	$0	$0	$0	0%	$286	• Acquired Underlying Asset for $43,000 on 10/12/2018 financed through a non-interest-bearing payment from the Manager • $49,500 Offering closed on 01/04/2019 and payment made by the Manager and other obligations were paid through the proceeds • $60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities
#72MC1 / Series Mazda Cosmo Sport	Purchase Option Agreement / 11/01/2018	1/4/2019	$115,000	$0	$0	$65,200	$49,800	40%	$562	• Purchase Option Agreement to acquire Underlying Asset for $115,000, entered on 11/05/2018 • Consideration to Asset Seller paid $65,200 in cash (57% of consideration) and the remainder ($49,800) in Interests in the Series #72MC1 issued to the Asset Seller at the closing of the Offering • $124,500 Offering closed on 01/04/2019 and payments made by the Manager and other Obligations were paid through the proceeds to finalize the purchase
#06FG1 / Series Ford GT	Purchase Agreement / 10/23/2018	1/8/2019	$309,000	$0	$0	$0	$0	0%	$286	• Purchase agreement to acquire the Underlying Asset for $309,000 entered on 10/23/2018 • Down-payment of $20,000 on 10/26/2018 and final payment of $289,000 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager • $320,000 Offering closed on 01/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
#11BM1 / Series BMW 1M	Purchase Option Agreement / 10/20/2018	1/25/2019	$78,500	$0	$70,650	$0	$0	0%	$1,786	• Purchase option agreement to acquire Underlying Asset for $78,500 entered on 10/20/2018 • Down-payment of $7,850 on 10/26/2018 and final payment of $70,650 on 01/25/2019 were made and financed through non-interest-bearing payments from the Manager • $84,000 Offering closed on 01/25/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds

#80LC1 / Series Lamborghini Countach LP400 S Turbo	Purchase Option Agreement / 08/01/2018	2/8/2019	$610,000	$0	$0	$0	$47,625	8%	$282	• Purchase Option Agreement to acquire Underlying Asset for $610,000, entered on 08/01/2018 • Consideration to Asset Seller paid $562,375 in cash (92% of consideration) and the remainder ($47,625) in Interests in the Series #80LC1 issued to the Asset Seller at the closing of the Offering • Down payment of $60,000 on 08/10/2018 and final payment of $502,375 on 09/13/2018 were made and financed through non-interest-bearing payments from the Manager • $635,000 Offering closed on 02/08/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#02BZ1 / Series BMW Z8	Purchase Agreement / 10/18/2018	2/8/2019	$185,000	$0	$0	$0	$0	0%	$286	• Purchase agreement to acquire Underlying Asset for $185,000 entered on 10/18/2018 • Down-payment of $18,500 on 10/18/2018 and final payment of $166,500 on 12/12/2018 were made and financed through non-interest-bearing payments from the Manager • $195,000 Offering closed on 02/08/2019 and all obligations under the purchase agreement and other obligations repaid with the proceeds
#88BM1 / Series BMW E30 M3	Upfront Purchase / 10/18/2018	2/25/2019	$135,000	$0	$0	$0	$0	0%	$286	• Acquired Underlying Asset for $135,000 on 11/18/2018 financed through a non-interest-bearing payment from the Manager • $141,000 Offering closed on 02/25/2019 and payment made by the Manager and other obligations were paid through the proceeds
#63CC1 / Series Corvette Split Window	Upfront Purchase / 12/06/2018	3/18/2019	$120,000	$0	$0	$0	$0	0%	$586	• Acquired Underlying Asset for $120,000 on 11/21/2018 financed through a non-interest-bearing payment from the Manager • $126,000 Offering closed on 03/18/2019 and payment made by the Manager and other obligations were paid through the proceeds
#76PT1 / Series Porsche Turbo Carrera	Upfront Purchase / 11/27/2018	3/22/2019	$179,065	$0	$0	$0	$0	0%	$4,237	• Acquired the Underlying Asset for $179,065 on 12/5/2018 financed through a non-interest-bearing payment from the Manager • $189,900 Offering closed on 03/22/2019 and payment made by the Manager and other obligations were paid through the proceeds

#75RA1 / Series Renault Alpine A110	Purchase Agreement / 12/22/2018	4/9/2019	$75,000	$0	$75,000	$0	$0	0%	$1,403	• Purchase agreement to acquire the Underlying Asset for $75,000 entered on 12/22/2018 • Down-payment of $7,500 on 01/11/2019 and final payment of $67,500 on 03/27/2019 were made and financed through non-interest-bearing payments from the Manager • $84,000 Offering closed on 04/09/2019 and payments made by the Manager and other obligations were paid through the proceeds
#65AG1 / Series Alfa Romeo Giulia SS	Upfront Purchase / 11/29/2018	4/16/2019	$170,000	$0	$0	$0	$0	0%	$286	• Acquired Underlying Asset for $170,000 on 11/29/2018 financed through a non-interest-bearing payment from the Manager • $178,500 Offering closed on 04/16/2019 and payments made by the Manager and other obligations were paid through the proceeds
#93FS1 / Series Ferrari 348TS SS	Purchase Option Agreement / 01/15/2019	4/22/2019	$130,000	$0	$130,000	$0	$0	0%	$1,136	• Purchase option agreement to acquire the Underlying Asset for $130,000 entered on 01/14/2019 • Down-payment of $10,000 on 01/22/2019 and final payment of $120,000 on 04/20/2019 were made and financed through non-interest-bearing payments from the Manager • $137,500 Offering closed on 04/22/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
2003 Porsche 911 GT2	Purchase Option Agreement / 10/24/2018	Not Offered	$137,000	$0	$123,500	$0	$0	0%	$287	• Purchase option agreement, to acquire the Underlying Asset for $137,000, entered on 10/24/2018 • Down-payment of $13,500 on 10/26/2018 and payment of 123,500 on 01/28/2019 were made and financed through non-interest-bearing payments from the Manager • $110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#61JE1 / Series Jaguar E-Type	Upfront Purchase / 12/22/2018	4/26/2019	$235,000	$0	$0	$0	$0	0%	$738	• Acquired Underlying Asset for $235,000 on 12/22/2018 financed through a $235,000 non-interest-bearing payment from the Manager • $246,000 Offering closed on 04/26/2019 and payments made by the Manager and other obligations were paid through the proceeds

#90MM1 / Series Mazda Miata	Purchase Option Agreement / 01/23/2019	4/26/2019	$22,000	$0	$22,000	$0	$0	0%	$1,187	• Purchase option agreement to acquire the Underlying Asset for $22,000 entered on 01/23/2019 • Underlying Asset was acquired on 03/30/2019 with payment of $22,000 financed through a non-interest-bearing payment from the Manager • $26,600 Offering closed on 04/26/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
#65FM1 / Series Mustang Fastback	Purchase Agreement / 12/04/2018	7/18/2019	$75,000	$0	$55,000	$0	$0	0%	$1,997	• Purchase agreement to acquire Underlying Asset for $75,000 entered on 12/04/2018 • Down-payment of $20,000 on 12/14/2018, additional payment of $20,000 on 01/08/2019 and final payment of $35,000 on 03/12/2019 were made and financed through non-interest-bearing payments from the Manager • $82,5000 Offering closed on 07/18/2019 and payments made by the Manager and other obligations were paid through the proceeds
#88PT1 / Series Porsche 944 Turbo S	Purchase Option Agreement / 04/26/2019	7/18/2019	$61,875	$0	$61,875	$0	$0	0%	$905	• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019 • Down-payment of $12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager • $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
#94LD1 / Series Lamborghini Diablo Jota	Purchase Agreement / 10/09/2018	8/6/2019	$570,000	$0	$470,000	$0	$0	0%	$2,736	• Purchase agreement to acquire Underlying Asset for $570,000 entered on 10/09/2018 • Downpayment of $57,000 on 10/26/2018, additional payment of $43,000 on 12/28/2018 and final payment of $470,000 on 02/15/2019 were made and financed through non-interest-bearing payments from the Manager • $597,500 Offering closed on 08/06/2019 and payments made by the Manager and other obligations were paid through the proceeds
#99SS1 / Series Shelby Series 1	Upfront Purchase / 04/04/2019	9/11/2019	$126,575	$0	$126,575	$0	$0	0%	$3,640	• Acquired Underlying Asset for $126,575 on 04/29/2019 financed through a non-interest-bearing payment from the Manager • $137,500 Offering closed on 09/12/2019 and payments made by the Manager and other obligations were paid through the proceeds

#94FS1 / Series Ferrari 348 Spider	Purchase Agreement / 04/26/2019	9/17/2019	$135,399	$0	$135,399	$0	$0	0%	$3,433	• Purchase option agreement to acquire the Underlying Asset for $135,399 entered on 04/26/2019 • Downpayment of $13,500 on 04/29/2019, additional payment of $350 on 06/17/2019 and final payment of $121,549 on 07/05/2019 were made and financed through non-interest-bearing payments from the Manager • $145,000 Offering closed on 09/17/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#61MG1 / Series Maserati 3500GT	Purchase Agreement / 12/04/2018	9/30/2019	$325,000	$0	$292,500	$0	$0	0%	$1,090	• Purchase agreement to acquire the Underlying Asset for $325,000 entered on 12/04/2018 • Down-payment of $32,500 on 12/14/2018 and final payment of $292,500 on 04/05/2019 were made and financed through non-interest-bearing payments from the Manager • $340,000 Offering closed on 09/30/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#92CC1 / Series Corvette ZR1	Purchase Option Agreement / 04/29/2019	10/2/2019	$45,000	$0	$45,000	$0	$0	0%	$1,188	• Purchase option agreement to acquire the Underlying Asset for $45,000 entered on 04/29/2019 • Underlying Asset was acquired on 07/02/2019 with payment of $45,000 financed through a non-interest-bearing payment from the Manager • $52,500 Offering closed on 10/2/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#89FT1 / Series Ferrari Testarossa	Purchase Option Agreement / 03/20/2019	10/11/2019	$172,500	$0	$172,500	$0	$0	0%	$3,036	• Purchase option agreement to acquire Underlying Asset for $172,500 entered on 3/20/2019 • Underlying Asset was acquired on 06/10/2019 with payment of $172,500 financed through a non-interest-bearing payment from the Manager • $180,000 Offering closed on 10/11/2019 and payments made by the Manager and other Obligations were paid through the proceeds
#80PN1 / Series 1980 Porsche 928	Upfront Purchase / 10/21/2019	11/6/2019	$45,750	$0	$45,750	$0	$0	0%	$1,638	• Acquired Underlying Asset for $45,750 on 10/21/2019 through a non-interest-bearing payment by the Manager • $48,000 Offering closed on 11/6/2019 and payments made by the Manager and other Obligations were paid through the proceeds

#89FG2 / Series 1989 Ferrari 328 II	Upfront Purchase / 10/29/2019	11/14/2019	$118,500	$0	$118,500	$0	$0	0%	$1,762	• Acquired Underlying Asset for $118,500 on 10/29/2019 through a non-interest-bearing payment by the Manager • $127,500 Offering closed on 11/14/2019 and payments made by the Manager and other Obligations were paid through the proceed
#88LL1 / Series Lamborghini LM002	Purchase Option Agreement / 03/22/2019	12/8/2019	$275,000	$0	$275,000	$0	$0	0%	$2,986	• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019 • Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager • $292,000 Offering closed on 12/08/2019 and payments made by the Manager and other Obligations were paid through the proceed
1990 Mercedes 190E 2.5-16 Evo II	Upfront Purchase / 11/02/2018	Not Offered	$251,992	$0	$0	$0	$0	0%	$10,773	• Acquired Underlying Asset for $251,992 on 11/02/2018 through a non-interest-bearing payment by the Manager • $235,000 acquisition offer for 1990 Mercedes 190E 2.5-16 Evo II accepted on 01/31/2020, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#82AV1 / Series Aston Martin Oscar India	Upfront Purchase / 12/10/2018	Q2 2020 or Q3 2020	$285,000	$0	$0	$0	$0	0%	$1,364	• Acquired Underlying Asset for $285,000 on 12/10/2018 through a non-interest-bearing payment from the Manager
#03SS1 / Series Saleen S7	Upfront Purchase / 12/22/2019	Q2 2020 or Q3 2020	$330,000	$0	$330,000	$0	$0	0%	$0	• Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager
#72FG2 / Series 2 Ferrari 365 GTC/4	Purchase Agreement / 05/13/2019	Q2 2020 or Q3 2020	$275,000	$0	$275,000	$0	$0	0%	$1,541	• Purchase agreement to acquire the Underlying Asset for $275,000 entered on 05/13/2019 with expiration on 07/13/2019 • Down-payment of $27,500 on 06/4/2019 and final payment of $247,500 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
#95FF1 / Series Ferrari 355 Spider	Upfront Purchase / 11/20/2019	Q2 2020 or Q3 2020	$105,000	$0	$105,000	$0	$0	0%	$3,200	• Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager
Total for 2019	New Agreements: 13 Closings: 25		$1,842,599	$0	$2,940,249	$65,200	$97,425		$59,320

Cumu. Total since 2016

Total

Agreements: 48
Closings: 42

$8,041,858

$1,081,071

$6,352,162

$779,075

$200,550

$167,893

Note: Gray shading represents Series for which no Closing of an Offering has occurred as of December 31, 2019. Orange shading represents sale of Series’ Underlying Asset.

Note: New Agreements and Closings represent only those agreements signed and those Offerings closed in the year ended December 31, 2019.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts in the year ended December 31, 2019 i.e. if an Underlying Asset was purchased in a prior year end, but had a Closing in the year ended December 31, 2019, it would not contribute to the totals for the year ended December 31, 2019.

(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

Subsequent Investments and Purchase Options Agreements for Underlying Assets

Since January 1, 2020 we have not entered into the agreements and had Closings.

The Company incurred the Acquisition Expenses, listed in the table below, the majority of which are capitalized into the purchase prices of the various Underlying Assets since January 1, 2020. Acquisition Expenses such as interest expense on a loan to finance an acquisition or marketing expenses related to the promotional materials created for an Underlying Asset are not capitalized. The Acquisition Expenses are generally initially funded by the Manager or its affiliates but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering documents. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees related to transportation from the Asset Seller to the Company’s storage facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering.

Series - Series Name	Agreement Type - Date of Agreement	Closing Date (1)	Purchase Price	Financed via - Officer Loan / 3rd Party Loan	Financed via - RSE Markets	Financed via - Offering Proceeds	Interests Issued to Asset Seller	Percent Owned by Asset Seller	Acquisition Expenses	Comments
#88PT1 / Series Porsche 944 Turbo S	Purchase Option Agreement / 04/26/2019	7/18/2019	$61,875	$0	$0	$0	$0	0%	$291	• Purchase option agreement to acquire the Underlying Asset for $59,635 entered on 04/26/2019 • Down-payment of $12,069 on 04/30/2019 with payment of $47,565 were made on 7/1/2019 were financed through non-interest-bearing payments from the Manager • $66,600 Offering closed on 07/18/2019 and all obligations under the purchase option agreement and other obligations repaid with the proceeds
#88LL1 / Series Lamborghini LM002	Purchase Option Agreement / 03/22/2019	12/8/2019	$275,000	$0	$0	$0	$0	0%	$300	• Purchase option agreement to acquire Underlying Asset for $275,000 entered on 3/22/2019 • Downpayment of $27,500 on 4/3/2019 and final payment of $247,500 on 05/7/2019 were made and financed through non-interest-bearing payments from the Manager • $292,000 Offering closed on 12/08/2019 and payments made by the Manager and other Obligations were paid through the proceed
#03SS1 / Series Saleen S7	Upfront Purchase / 12/22/2019	Q2 2020 or Q3 2020	$330,000	$0	$0	$0	$0	0%	$3,250	• Acquired Underlying Asset for $330,000 on 12/22/2019 financed through a non-interest-bearing payment from the Manager
#95FF1 / Series Ferrari 355 Spider	Upfront Purchase / 11/20/2019	Q2 2020 or Q3 2020	$105,000	$0	$0	$0	$0	0%	$838	• Acquired Underlying Asset for $105,000 on 11/20/2019 financed through a non-interest-bearing payment from the Manager
Total for 2020	New Agreements: 0 Closings: 0		$0	$0	$0	$0	$0		$4,860
Cumu. Total since 2016	Total Agreements: 48 Closings: 42		$8,401,858	$1,081,071	$6,352,162	$779,075	$200,550		$172,572

Note: Gray shading represents Series for which no Closing of an Offering has occurred as of the date of this filing. Orange shading represents sale of Series’ Underlying Asset.

Note: New Agreements and Closings represent only those agreements signed and those offerings closed since January 1, 2020.

Note: Purchase Price, Downpayment Amount, Financings and Acquisition Expenses represent only the incremental amounts since January 1, 2020 i.e. if an Underlying Asset was purchased before January 1, 2020, but had a Closing after January 1, 2020, it would not contribute to the totals since January 1, 2020.

(1) If exact Offering dates (specified as Month Day, Year) are not shown, then expected Offering dates are presented.

Operating Results for the year ended December 31, 2019 vs. 2018

Due to the start-up nature of the Company, changes in operating results are impacted significantly by any increase in the number of Underlying Assets that the Company, through the Asset Manager, operates and manages. During the year ended December 31, 2019, the Company, through the Asset Manager, operated (meaning Underlying Asset fully-owned by the Company or a Series including closed and owned, but not yet launched Offerings) forty-eight Underlying Assets (excluding three assets sold in 2019) of which forty-two had closed Offerings vs. twenty-eight at December 31, 2018 of which seventeen had closed Offerings, an increase of twenty operated Underlying Assets and twenty-five closed Offerings respectively. In addition, the Company had signed various purchase option agreements and purchase agreements for additional Underlying Assets to be offered on the Platform in future, however, these Underlying Assets were not yet operated by the Company as of December 31, 2019. During the year ended December 31, 2019, the Company disposed of three Underlying Assets, two of which had completed initial offerings and one which was still owned by the Company at the time of sale. Additional information can be found in the Master Series Table.

Revenues

Revenues are generated at the Company or the Series level. As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until at least 2021.

Operating Expenses

The Company incurred $186,736 in operating expenses in the year ended December 31, 2019 vs. $46,465 in 2018, an increase of $140,271 or 302%, related to storage, transportation, insurance, maintenance, marketing and professional services fees associated with the Underlying Assets. The increase was primarily driven by increased costs for additional storage, transportation, insurance and professional fees from the Company’s investment in new Underlying Assets. The number of Underlying Assets operated by the Company increased to 45 for the year ended December 31, 2019, excluding 3 Underlying Assets sold during the year vs. 15 in 2018, a net increase of 30 or 200%. Maintenance costs were not required during either the year ended December 31, 2019 or 2018.

Each Series of the Company will be responsible for its own operating expenses, such as storage, insurance or maintenance, beginning on the Closing date of the Offering for such Series Interests. However, post-closing operating expenses incurred and recorded by Series’ of the Company through the year from January 1, 2019 to December 31, 2019, the Manager has agreed to pay and not be reimbursed for certain but not all such expenses. These are accounted for as capital contributions by each respective Series.

Operating expenses for the Company including all of the Series by category for the year ended December 31, 2019 vs. 2018 are as follows:

Total Operating Expense
	12/31/2019	12/31/2018	Difference	Change
Storage	`$74,124`	`$13,579`	`$60,545`	`446%`
Transportation	`39,049`	`7,720`	`31,329`	`406%`
Insurance	`27,343`	`13,832`	`13,511`	`98%`
Professional Fee	`36,060`	`7,623`	`28,437`	`373%`
Marketing Expense	`10,160`	`3,711`	`6,449`	`174%`
Total Operating Expense	`$186,736`	`$46,465`	`$140,271`	`302%`

During the year ended December 31, 2018 and the year December 31, 2019, at the close of the respective Offerings for the Series, listed in the table below, each individual Series became responsible for operating expenses. Pre-Closing operating expenses are incurred on the books of the Company and post-Closing operating expenses incurred by each Series with a closed Offering are incurred and recorded on the books of the Series. These are as follows:

Operating Expenses
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$4,300`	`$3,707`
Series #69BM1	1969 Boss 302 Mustang	`4,471`	`3,473`
Series #85FT1	1985 Ferrari Testarossa	`5,806`	`4,173`
Series #88LJ1	1988 Lamborghini Jalpa	`6,352`	`2,868`
Series #55PS1	1955 Porsche Speedster	`5,763`	`3,680`
Series #95BL1	1995 BMW M3 Lightweight	`4,421`	`1,768`
Series #89PS1	1989 Porsche 911 Speedster	`4,358`	`790`
Series #90FM1	1990 Ford Mustang 7Up Edition	`4,032`	`1,176`
Series #83FB1	1983 Ferrari 512 BBi	`5,264`	`1,831`
Series #98DV1	1998 Dodge Viper GTS-R	`4,457`	`799`
Series #06FS1	2006 Ferrari F430 Spider	`1,266`	`879`
Series #93XJ1	1993 Jaguar XJ220	`2,904`	`540`
Series #02AX1	2002 Acura NSX-T	`3,876`	`403`
Series #99LE1	1999 Lotus Esprit Sport 350	`4,235`	`215`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`4,120`	`183`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`5,237`	`23`
Series #94DV1	1994 Dodge Viper RT/10	`4,281`	`79`
Series #00FM1	2000 Ford Mustang Cobra R	`1,057`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`4,284`	`-`
Series #06FG1	2006 Ford GT	`4,964`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`3,557`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`4,217`	`-`
Series #02BZ1	2002 BMW Z8	`4,714`	`-`
Series #88BM1	1988 BMW E30 M3	`3,821`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`3,657`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`3,669`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`3,413`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,385`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`1,530`	`-`
Series #90MM1	1990 Mazda Miata	`1,183`	`-`
Series #61JE1	1961 Jaguar E-Type	`3,048`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`1,322`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,697`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`2,597`	`-`
Series #99SS1	1999 Shelby Series 1	`1,612`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`870`	`-`
Series #61MG1	1961 Maserati 3500GT	`1,676`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`643`	`-`
Series #89FT1	1989 Ferrari Testarossa	`1,922`	`-`
Series #80PN1	1980 Porsche 928	`487`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`461`	`-`
Series #88LL1	1988 Lamborghini LM002	`1,378`	`-`
RSE Collection		`49,429`	`19,878`
Total Operating Expenses		`$186,736`	`$46,465`

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Solely in the case of the Series listed in the Master Series Table, and which had closed Offerings as of December 31, 2019, the Manager has elected to pay for certain but not all of the operating expenses post the Closing of the Offerings for Series Interests and not be reimbursed by the respective Series. The unreimbursed expenses are accounted for as capital contributions by the Series.

Interest and Purchase Option Expenses and Financing/Banking Fees

Interest expenses related to the loans made to the Company by officers of the Manager and third-party lenders during the year ended December 31, 2019 totaled $0 vs. $10,745 during the 2018 year, a decrease of $10,745 or 100%. This decrease is due to the decrease in borrowings used to purchase Underlying Assets, rather the majority of the Company’s asset acquisitions were through purchase option agreements or non-interest-bearing payments from the Manager, as well as a line of credit of the Manager as detailed below.

These interest expenses for the year ended December 31, 2018 have been incurred and accrued by the Company and in the case of cash interest, paid by the Manager, and were repaid through the proceeds raised through the Closing of the respective Offerings. The Company incurred $411 of wire transfer and other banking related fees during the year ended December 31, 2019 vs $0 in 2018.

Interest Expense Incurred by Company prior to Series Closing
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #69BM1	1969 Boss 302 Mustang	`$-`	`$70`
Series #85FT1	1985 Ferrari Testarossa	`-`	`1,807`
Series #88LJ1	1988 Lamborghini Jalpa	`-`	`227`
Series #55PS1	1955 Porsche Speedster	`-`	`655`
Series #95BL1	1995 BMW M3 Lightweight	`-`	`5,103`
Series #98DV1	1998 Dodge Viper GTS-R	`-`	`1,645`
Series #06FS1	2006 Ferrari F430 Spider	`-`	`513`
Series #02AX1	2002 Acura NSX-T	`-`	`482`
Series #99LE1	1999 Lotus Esprit Sport 350	`-`	`243`
Other		`411`	`-`
Total		`$411`	`$10,745`

Note: Table only includes Series for which the acquisition of the Underlying Asset was made through interest paying loans.

Note: Other includes wire transfer fees and other banking related fees.

There were no ongoing expenses related to the purchase options for any other Series listed in the Master Series Table during the year ended December 31, 2019. Purchase option expense related to the purchase option agreement the Company has entered into, with regards to Series #55PS1 asset, totaled $7,444 for the year ended December 31, 2018.

As detailed further in “Note D - Debt” of the Notes to Financial Statements and Financial Obligations of the Company below, the Manager together with the Company and an affiliate of the Manager, entered into a $1.5 million line of credit (the “Line of Credit” or “LoC”) with Silicon Valley Bank on April 30, 2019, which allowed the Manager to make purchases of assets using the LoC, with the assets as collateral. On December 20, 2019, the LoC was replaced with a $2.25 million demand note (the “Demand Note” or “DM”) with Upper90. The DM allows the Manager to make purchases of assets for the Company and the affiliate of the Manager using the DM. At December 31, 2019, $1.56 million had been drawn on the DM and $7,800 in interest accrued by the Manager.

Asset Acquisitions, Purchase Options and Asset Sales

Details on the Automobile Assets acquired or for which we entered into purchase option agreements or purchase agreements during the years ended December 31, 2016, December 31, 2017, December 31, 2018 and December 31, 2019, as listed in the Master Series Table and summarized in the table below. We typically acquire Automobile Assets through the following methods.

-Upfront purchase - acquired the Underlying Asset outright prior to launch of the Offering, financed through loans made by officers or affiliates of the Manager, third-party lenders or through non-interest-bearing payments from the Manager.

-Purchase option agreement - enter into a purchase option which gives us the right, but not the obligation to purchase a specific Underlying Asset, typically through the proceeds of the Offering for the Series related to the Underlying Asset.

-Purchase agreement - enter into a purchase agreement, which obligates us to acquire the Underlying Asset, but typically with a significant payment delay, with the goal of raising the capital through the Offering of the Series related to the Underlying Asset.

In addition to acquiring Underlying Assets, from time to time, the Company receives unsolicited take-over offers for certain Underlying Assets. Per the terms of the Company’s operating agreement, the Company, together with the Company’s advisory board evaluates the offers and determines if it is in the interest of the Investors to sell the Underlying Asset. During the year ended December 31, 2019 two Underlying Assets, 2006 Ferrari F430 Spider “Manual” and 2000 Ford Mustang Cobra R owned by Series #06FS1 and Series #00FM1 respectively were sold and the Investors in such Series’ received their pro-rata share of the payments received. In certain instances, as was the case with the 2003 Porsche 911 GT2, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Asset will be cancelled. For all Series which Underlying Assets are sold, the related Series is subsequently dissolved.

Details on the Underlying Assets acquired or for which we entered into purchase option agreements or purchase agreements, or which have subsequently been sold, as listed in the Master Series Table and summarized in the table below.

	# of Assets Sold	Total Value of Assets Sold	# of Assets Acquired	Total Value Assets Acquired ($)	# of Purchase Option Agreements	Total Value of Purchase Option Agreements ($)	# of Purchase Agreements	Total Value of Purchase Agreements ($)	Grand Total #	Grand Total Value ($)
2016-2017	0	$0	4	$471,471	3	$1,195,000	0	$0	7	$1,666,471
2018	0	$0	14	$1,993,788	8	$1,360,000	6	$1,539,000	28	$4,892,788
2019	(3)	($372,500)	5	$725,825	7	$717,375	2	$410,399	11	$1,481,099
Cumulative Total:	(3)	($372,500)	23	$3,191,084	18	$3,272,375	8	$1,949,399	46	$8,040,358

Note: Table represents agreements signed within the respective years and value of Underlying Assets represented by the agreements.

See “Note C - Related Party Transactions”, “Note D -Debt”, and “Note A - Asset Dispositions” of the Notes to Financial Statements for additional information on asset acquisitions.

Liquidity and Capital Resources

From inception, the Company and the Series have financed their business activities through capital contributions to the Company and individual Series from the Manager (or its affiliates). However, there is no obligation or assurance that the Manager will provide such required capital. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings for individual Series may be used to create reserves for future operating expenses for such individual Series at the sole discretion of the Manager. There can be no assurance that the Manager will continue to fund such expenses. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

Cash and Cash Equivalent Balances

As of December 31, 2019, vs. December 31, 2018, the Company and the Series for which Closings had occurred, had cash or cash equivalents balances as follows:

Cash Balance
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$2,780`	$ 2,780
Series #69BM1	1969 Boss 302 Mustang	`4,149`	4,149
Series #55PS1	1955 Porsche Speedster	`2,214`	2,500
Series #95BL1	1995 BMW M3 Lightweight	`1,000`	1,000
Series #89PS1	1989 Porsche 911 Speedster	`1,271`	1,271
Series #90FM1	1990 Ford Mustang 7Up Edition	`485`	771
Series #83FB1	1983 Ferrari 512 BBi	`2,485`	2,771
Series #98DV1	1998 Dodge Viper GTS-R	`2,500`	2,500
Series #06FS1	2006 Ferrari F430 Spider	`9,152`	2,771
Series #93XJ1	1993 Jaguar XJ220	`1,485`	1,771
Series #02AX1	2002 Acura NSX-T	`1,985`	2,271
Series #99LE1	1999 Lotus Esprit Sport 350	`1,985`	2,271
Series #91MV1	1991 Mitsubishi 3000VT GR4	`984`	1,271
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`1,853`	2,771
Series #94DV1	1994 Dodge Viper RT/10	`1,984`	2,271
Series #00FM1	2000 Ford Mustang Cobra R	`3,760`	-
Series #72MC1	1972 Mazda Cosmo Sport	`4,989`	-
Series #06FG1	2006 Ford GT	`2,500`	-
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`2,000`	-
Series #80LC1	1980 Lamborghini Countach Turbo	`3,504`	-
Series #02BZ1	2002 BMW Z8	`3,000`	-
Series #88BM1	1988 BMW E30 M3	`2,000`	-
Series #63CC1	1963 Chevrolet Corvette Split Window	`1,999`	-
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`1,999`	-
Series #75RA1	1975 Renault Alpine A110 1300	`2,649`	-
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,700`	-
Series #93FS1	1993 Ferrari 348TS Series Speciale	`3,050`	-
Series #90MM1	1990 Mazda Miata	`1,799`	-
Series #61JE1	1961 Jaguar E-Type	`2,898`	-
Series #88PT1	1988 Porsche 944 Turbo S	`4,439`	-
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,300`	-
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`4,550`	-
Series #99SS1	1999 Shelby Series 1	`3,064`	-
Series #94FS1	1994 Ferrari 348 Spider	`2,962`	-
Series #61MG1	1961 Maserati 3500GT	`4,197`	-
Series #92CC1	1992 Chevrolet Corvette ZR1	`2,412`	-
Series #89FT1	1989 Ferrari Testarossa	`1,714`	-
Series #80PN1	1980 Porsche 928	`3,662`	-
Series #89FG2	1989 Ferrari 328 GTS	`3,288`	-
Series #88LL1	1988 Lamborghini LM002	`5,789`	-
Total Series Cash Balance		`$114,536`	$ 33,139
RSE Collection		`-`	23,648
Total Cash Balance		`$114,536`	$ 56,787

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Note: Only includes Series for which an Offering has closed. RSE Collection cash balance represents loans or capital contributions to be used for future payment of operating expenses.

Financial Obligations of the Company

On April 30, 2019, the Manager and the Company, including an affiliate of the Manager, entered into a $1.5 million revolving line of credit with Silicon Valley Bank. The LoC allowed the Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense is paid monthly by the Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Manager and the Company cancelled the LoC and the Manager repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.

Simultaneous with the cancellation of the LoC, the Manger and the Company, including an affiliate of the Manager, entered into the DM with Upper90. The DM allows the Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. The Manager expects to replace the DM with permanent financing from Upper90 with similar terms as the DM during the second quarter of 2020. At December 31, 2019, there were $1.56 million outstanding, per the table below, under the DM plus accrued interest of $7,800. Of the total $1.56 million in borrowings, $995,000 were related to Underlying Assets of the Company, the remainder related to Underlying Assets of the affiliate of the Manager.

The table below shows the borrowing base at December 31, 2019.

Borrowing Base
Asset Type	Series	Underlying Asset	$ Borrowed	Date Drawn
Automobile	#81AV1	1982 Aston Martin V8 Vantage	$ 285,000	12/20/2019
Automobile	#72FG2	1972 Ferrari 365 GT C/4	275,000	12/20/2019
Automobile	#95FF1	1995 Ferrari 355 Spider	105,000	12/20/2019
Automobile	#03SS1	2003 Series Saleen S7	330,000	12/20/2019
Memorabilia	#98JORDAN	1998 Michael Jordan Jersey	120,000	12/20/2019
Memorabilia	#33RUTH	1933 Babe Ruth Card	74,000	12/20/2019
Memorabilia	#56MANTLE	1956 Mickey Mantle Card	9,000	12/20/2019
Memorabilia	#88JORDAN	1988 Air Jordan III Sneakers	20,000	12/20/2019
Memorabilia	#AGHOWL	First Edition Howl and Other Poems	15,500	12/20/2019
Memorabilia	#ROOSEVELT	First Edition African Game Trails	17,000	12/20/2019
Memorabilia	#ULYSSES	1935 First Edition Ulysses	22,000	12/20/2019
Memorabilia	#YOKO	First Edition Grapefruit	12,500	12/20/2019
Memorabilia	#BIRKINBOR	2015 Hermès Bordeaux Birkin	50,000	12/20/2019
Memorabilia	#HIMALAYA	2014 Hermès Himalaya Birkin	130,000	12/20/2019
Memorabilia	#SPIDER1	1963 Amazing Spider-Man #1	20,000	12/20/2019
Memorabilia	#BATMAN3	1940 Batman #3	75,000	12/20/2019
Total			$ 1,560,000

Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of the Company, the remainder are Series of an affiliate of the Manager.

From time to time the Manager, affiliates of the Manager or third-parties may make non-interest-bearing payments or loans to the Company to acquire an Underlying Asset prior to the Closing of an Offering for the respective Series. In such cases, the respective Series would repay any such non-interest-bearing payments or loans plus accrued interest, as the case may be, used to acquire its respective Underlying Asset with proceeds generated from the Closing of the Offering for Interests of such Series. No Series will have any obligation to repay a loan incurred by the Company to purchase an Underlying Asset for another Series.

See the subsection of “Liquidity and Capital Resources” of “Note A” to the Company’s financial statements for additional information.

Trend Information

Completed, Launched and Qualified, but not Launched Offerings

The Company has completed, launched and qualified, but not launched the following number of Offerings.

	# of Offerings Launched	# of Offerings Closed	# Qualified but not launched
2016 - 2017	3	1	2
2018	17	16	11
2019	22	25	42

Note: data represents number Offerings for Series Interests of each state of Offering process in the given year.

Asset Disposals

The Company has sold the following Underlying Assets:

	# of Underlying Assets Sold
2016 - 2017	0
2018	0
2019	3

Planned Offerings and Other Operations

The Company plans to launch the Offerings with their status listed as upcoming in the Master Series Table above as well as additional Offerings in the remainder of 2020. The Company also plans to launch approximately 50 additional Offerings in the next twelve-month period, as of the date of this filing, including Offerings for increasingly higher value Underlying Assets. The proceeds from any Offerings closed during the next twelve months will be used to acquire the Underlying Asset of each Series for which an Offering has closed. We believe that launching a larger number of Offerings in 2020 and beyond will help us from a number of perspectives:

1)Continue to grow the user base on the Platform by attracting more Investors into our ecosystem.

2)Enable the Company to reduce operating expenses for each Series, as we negotiate better contracts for storage, insurance and other operating expenses with a larger collection of Underlying Assets.

3)Attract a larger community of Asset Sellers with high quality Underlying Assets to the Platform who may view us as a more efficient method of transacting than the traditional auction or dealership processes.

In addition to more Offerings, we also intend to continue to develop Membership Experience Programs, which allow Investors to enjoy the collection of assets acquired and managed by the Company through Membership Experience Programs. The initial testing of such Membership Experience Programs commenced in early 2019, with the opening of the Manager’s showroom in New York and the launch of the Asset Manger’s online merchandise shopping experience, but no revenues directly attributable to the Company or any Series have been generated by such programs. We expect to develop additional Membership Experience Programs throughout the remainder of 2020 and beyond, including one additional showroom location in the next year, as of the date of this filing. We believe that expanding the Membership Experience Programs in 2020 and beyond will help us from a number of perspectives:

1)Serve as an additional avenue to attract users to the Platform and to engage the existing users and Investors.

2)Start to generate revenues for the Series from the Underlying Assets used in the Membership Experience Programs, which we anticipate will enable the Underlying Assets to generate revenues for the Series to cover, in whole or in part, the ongoing post-Closing operating expenses.

We do not anticipate generating enough revenues in fiscal year 2020 from Membership Experience Programs, or otherwise, to cover all the operating expenses for any of the existing Series, or any other Series of Interests for which Offerings are expected to close in fiscal year 2020.

Item 3. Directors, Executive Officers, and Significant Employees

The following individuals constitute the Board of Directors, executive management and significant employees of the Manager:

Name	Age	Position	Term of Office (Beginning)
Christopher J. Bruno	39	Chief Executive Officer, Director	05/2016
Robert A. Petrozzo	37	Chief Product Officer	06/2016
Maximilian F. Niederste-Ostholt	40	Chief Financial Officer	08/2016
Vincent DiDonato	42	Chief Technology Officer	10/2019
Greg Bettinelli	47	Director	07/2018
Joshua Silberstein	44	Director	10/2016
Arun Sundararajan	48	Director	10/2016

Background of Officers and Directors of the Manager

The following is a brief summary of the background of each director and executive officer of the Manager:

Christopher J. Bruno, Chief Executive Officer

Chris is co-founder of the Company’s Manager and has been its CEO since the Company’s Managers inception. He is a serial entrepreneur who has developed several online platform businesses. In 2013, Chris co-founded Network of One, a data-driven content investment platform focused on the YouTube market where he worked until 2016. Prior to Network of One, Chris co-founded Healthguru, a leading health information video platform on the web (acquired by Propel Media, Inc., OTC BB: PROM) where he worked from 2005 to 2013. Chris graduated magna cum laude with Honors from Williams College with a degree in Economics and received his MBA, beta gamma sigma, from the NYU Stern School of Business with a specialization in Finance and Entrepreneurship.

Robert A. Petrozzo, Chief Product Officer

Rob is co-founder of the Company’s Manager and has been its Chief Product Officer since the Company’s Managers inception. He is a designer and creative thinker who has led the development of multiple award-winning technology platforms in both the software and hardware arenas. For the past decade, he has specialized in the product design space having created authoring components, architected the front-end of distribution platforms, and designed interactive content platforms for both consumers & enterprises. In his most recent role, he led the UX & UI effort at computer vision & robotics startup KeyMe, building interactive products from the ground up and deploying both mobile & kiosk-based software nationwide. Rob worked at KeyMe from 2014 to 2016. Rob received his degree in User-Centered Design with a peripheral curriculum in User Psychology from the University of Philadelphia.

Maximilian F. Niederste-Ostholt, Chief Financial Officer

Max is co-founder of the Company’s Manager and has been its Chief Financial Officer since the Company’s Managers inception. He previously spent 9 years in the finance industry, working in the investment banking divisions of Lehman Brothers from 2007 to 2008 and Barclays from 2008 to 2016. At both firms he was a member of the healthcare investment banking group, most recently as Director focused on M&A and financing

transactions in the Healthcare IT and Health Insurance spaces. Max has supported the execution of over $100 billion of financing and M&A transactions across various sectors of the healthcare space including buy-side and sell-side M&A assignments and financings across high grade and high yield debt, equities and convertible financings. Work performed on these transactions included amongst other aspects, valuation, contract negotiations, capital raising support and general transaction execution activities. Max graduated from Williams College with a Bachelor of Arts in Computer Science and Economics and received Master of Business Administration, beta gamma sigma, from NYU’s Stern School of Business.

Vincent A. DiDonato, Chief Technology Officer

Vincent has been the Chief Technology Officer of the Asset Manager since December 2019, after joining the Asset Manager in May 2019. He brings more than 20 years of technology & web application development experience with a focus on SaaS-based B2C and B2B platforms. Most recently, Vincent was VP of Engineering at Splash, where he helped build and lead a global engineering team. Prior to Splash, Vincent spent over five years working as SiteCompli's VP of Technology & Engineering where he oversaw the direction and execution of SiteCompli's technology strategy as well as managed onshore and offshore software engineering operations. Vincent’s previous roles include director and engineering capacities with American Express and NYC & Company, where he led, architected and implemented multi-million-dollar product and platform launches.

Greg Bettinelli, Director

Greg has over 20 years of experience in the Internet and e-commerce industries. In 2013 he joined the venture capital firm Upfront Ventures as a Partner and is focused on investments in businesses at the intersection of retail and technology. One of Greg's most notable investments, Ring, was acquired by Amazon for $1 billion in 2018. Greg holds a BA in Political Science from the University of San Diego and an MBA from Pepperdine University's Graziadio School of Business and Management.

Joshua Silberstein, Director

Joshua is a seasoned operator and entrepreneur with more than 15 years of experience successfully building companies - as a founder, investor, board member, and CEO. In the past several years, Joshua has taken an active role with more than a dozen companies (with approximately $3 million to $47 million in revenue) - both in operating roles (Interim President, Chief Strategy Officer) and in an advisory capacity (to support a capital raise or lead an M&A transaction). Joshua has a BS in Economics from the Wharton School, summa cum laude and an MBA from Columbia University, beta gamma sigma.

Arun Sundararajan, Director

Arun is Professor and the Robert L. and Dale Atkins Rosen Faculty Fellow at New York University’s (NYU) Stern School of Business, and an affiliated faculty member at many of NYU’s interdisciplinary research centers, including the Center for Data Science and the Center for Urban Science and Progress. He joined the NYU Stern faculty in 1998. Arun holds a Ph.D. in Business Administration and an M.S. in Management Science from the University of Rochester, and a B. Tech. in Electrical Engineering from the Indian Institute of Technology, Madras.

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 the Company. Each of the executive officers of the Manager manage our day-to-day affairs, oversee the review, selection and recommendation of investment opportunities, service acquired investments and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of the Manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to the Manager, we do not intend to pay any compensation directly to these individuals.

Item 4. Security Ownership of Management and Certain Security holders

The Company is managed by the Manager. At the Closing of each Offering, the Manager or an affiliate will own at least 2% of the Interests acquired on the same terms as the other Investors. The address of the Manager is 250 Lafayette Street, 2^nd Floor, New York, NY 10012.

As of December 31, 2019, the securities of the Company are beneficially owned as follows:

Title of class	Closing Date	Total Interests Offered	Interest Owned by Manager (1) (2)	Total Offering Value	Interest Issued to Asset Seller (3)
Interest - Series #77LE1 (4)	4/13/2017	2,000	201 / 10%	$77,700	0 / 0%
Interest - Series #69BM1	2/7/2018	2,000	217 / 11%	$115,000	0 / 0%
Interest - Series #85FT1	2/15/2018	2,000	210 / 11%	$165,000	0 / 0%
Interest - Series #88LJ1	4/12/2018	2,000	214 / 11%	$135,000	0 / 0%
Interest - Series #55PS1	6/6/2018	2,000	478 / 24%	$425,000	0 / 0%
Interest - Series #95BL1	7/12/2018	2,000	53 / 3%	$118,500	0 / 0%
Interest - Series #89PS1	7/31/2018	2,000	40 / 2%	$165,000	1200 / 60%
Interest - Series #90FM1	7/31/2018	2,000	50 / 3%	$16,500	300 / 15%
Interest - Series #83FB1	9/5/2018	5,000	207 / 4%	$350,000	0 / 0%
Interest - Series #98DV1	10/10/2018	2,000	51 / 3%	$130,000	0 / 0%
Interest - Series #93XJ1	11/6/2018	5,000	317 / 6%	$495,000	0 / 0%
Interest - Series #02AX1	11/30/2018	2,000	61 / 3%	$108,000	0 / 0%
Interest - Series #99LE1	12/4/2018	2,000	58 / 3%	$69,500	0 / 0%
Interest - Series #91MV1	12/7/2018	2,000	41 / 2%	$38,000	0 / 0%
Interest - Series #92LD1	12/26/2018	3,000	1576 / 53%	$165,000	0 / 0%
Interest - Series #94DV1	12/26/2018	2,000	493 / 25%	$57,500	0 / 0%
Interest - Series #72MC1	1/4/2019	2,000	50 / 3%	$124,500	675 / 34%
Interest - Series #06FG1	1/8/2019	5,000	194 / 4%	$320,000	0 / 0%
Interest - Series #11BM1	1/25/2019	2,000	855 / 43%	$84,000	0 / 0%
Interest - Series #80LC1	2/8/2019	5,000	116 / 2%	$635,000	259 / 5%
Interest - Series #02BZ1	2/8/2019	3,000	1235 / 41%	$195,000	0 / 0%
Interest - Series #88BM1	2/25/2019	3,000	1321 / 44%	$141,000	0 / 0%
Interest - Series #63CC1	3/18/2019	2,000	63 / 3%	$126,000	0 / 0%
Interest - Series #76PT1	3/22/2019	3,000	94 / 3%	$189,900	0 / 0%
Interest - Series #75RA1	4/9/2019	3,000	210 / 7%	$84,000	0 / 0%
Interest - Series #65AG1	4/16/2019	2,000	117 / 6%	$178,500	0 / 0%
Interest - Series #93FS1	4/22/2019	2,000	43 / 2%	$137,500	0 / 0%
Interest - Series #61JE1	4/26/2019	3,000	553 / 18%	$246,000	0 / 0%
Interest - Series #90MM1	4/26/2019	5,000	100 / 2%	$26,600	0 / 0%
Interest - Series #65FM1	7/18/2019	2,000	44 / 2%	$82,500	0 / 0%
Interest - Series #88PT1	7/18/2019	2,200	64 / 3%	$66,000	0 / 0%
Interest - Series #94LD1	8/6/2019	5,000	372 / 7%	$597,500	0 / 0%
Interest - Series #99SS1	9/11/2019	1,000	50 / 5%	$137,500	0 / 0%

Interest - Series #94FS1	9/17/2019	2,000	100 / 5%	$145,000	0 / 0%
Interest - Series #61MG1	9/30/2019	5,000	787 / 16%	$340,000	0 / 0%
Interest - Series #92CC1	10/2/2019	2,000	40 / 2%	$52,500	0 / 0%
Interest - Series #89FT1	10/11/2019	4,000	400 / 10%	$180,000	0 / 0%
Interest - Series #80PN1	11/6/2019	5,000	250 / 5%	$48,000	0 / 0%
Interest - Series #89FG2	11/14/2019	1,700	69 / 4%	$127,500	0 / 0%
Interest - Series #88LL1	12/8/2019	2,000	528 / 26%	$292,000	0 / 0%
Interest - Series #82AV1	Q2 2020 or Q3 2020	1	1 / 100%	$297,500	0 / 0%
Interest - Series #03SS1	Q2 2020 or Q3 2020	1	1 / 100%	$375,000	0 / 0%
Interest - Series #72FG2	Q2 2020 or Q3 2020	1	1 / 100%	$295,000	0 / 0%
Interest - Series #95FF1	Q2 2020 or Q3 2020	1	1 / 100%	$120,000	0 / 0%
Interest - Series #72FG1	Q2 2020 or Q3 2020	1	1 / 100%	$345,000	0 / 0%
Interest - Series #82AB1	Q2 2020 or Q3 2020	1	1 / 100%	$129,500	0 / 0%
Interest - Series #99FG1	Q2 2020 or Q3 2020	1	1 / 100%	$145,750	0 / 0%
Interest - Series #12MM1	Q2 2020 or Q3 2020	1	1 / 100%	$125,000	0 / 0%
Interest - Series #91DP1	Q2 2020 or Q3 2020	1	1 / 100%	$397,500	0 / 0%
Interest - Series #89FG1	Q2 2020 or Q3 2020	1	1 / 100%	$110,000	0 / 0%
Interest - Series #66AV1	Q2 2020 or Q3 2020	1	1 / 100%	$485,000	0 / 0%
Interest - Series #55MG1	Q2 2020 or Q3 2020	1	1 / 100%	$1,250,000	0 / 0%
Interest - Series #65PT1	Q2 2020 or Q3 2020	1	1 / 100%	$135,000	0 / 0%
Interest - Series #73FD1	Q2 2020 or Q3 2020	1	1 / 100%	$285,000	0 / 0%
Interest - Series #76FG1	Q2 2020 or Q3 2020	1	1 / 100%	$185,000	0 / 0%
Interest - Series #89NG1	Q2 2020 or Q3 2020	1	1 / 100%	$80,000	0 / 0%
Interest - Series #90FF1	Q2 2020 or Q3 2020	1	1 / 100%	$1,230,000	0 / 0%
Interest - Series #95BE1	Q2 2020 or Q3 2020	1	1 / 100%	$850,000	0 / 0%
Interest - Series #99LD1	Q2 2020 or Q3 2020	1	1 / 100%	$345,000	0 / 0%
Interest - Series #67FG1	Q2 2020 or Q3 2020	1	1 / 100%	$625,000	0 / 0%
Interest - Series #67CC1	Q2 2020 or Q3 2020	1	1 / 100%	$200,000	0 / 0%
Interest - Series #64AD1	Q2 2020 or Q3 2020	1	1 / 100%	$945,000	0 / 0%
Interest - Series #95FM1	Q2 2020 or Q3 2020	1	1 / 100%	$460,000	0 / 0%
Interest - Series #91GS1	Q2 2020 or Q3 2020	1	1 / 100%	$43,450	0 / 0%
Interest - Series #87FF1	Q2 2020 or Q3 2020	1	1 / 100%	$129,800	0 / 0%
Interest - Series #67FS1	Q2 2020 or Q3 2020	1	1 / 100%	$195,000	0 / 0%
Interest - Series #72PT1	Q2 2020 or Q3 2020	1	1 / 100%	$220,000	0 / 0%
Interest - Series #08TR1	Q2 2020 or Q3 2020	1	1 / 100%	$100,000	0 / 0%
Interest - Series #63PT1	Q2 2020 or Q3 2020	1	1 / 100%	$140,000	0 / 0%
Interest - Series #61JC1	Q2 2020 or Q3 2020	1	1 / 100%	$195,000	0 / 0%
Interest - Series #55MS1	Q2 2020 or Q3 2020	1	1 / 100%	$195,000	0 / 0%
Interest - Series #67MS1	Q2 2020 or Q3 2020	1	1 / 100%	$160,000	0 / 0%
Interest - Series #94BE1	Q2 2020 or Q3 2020	1	1 / 100%	$1,000,000	0 / 0%
Interest - Series #99FF1	Q2 2020 or Q3 2020	1	1 / 100%	$125,000	0 / 0%

Interest - Series #79PT1	Q2 2020 or Q3 2020	1	1 / 100%	$155,000	0 / 0%
Interest - Series #69PN1	Q2 2020 or Q3 2020	1	1 / 100%	$95,000	0 / 0%
Interest - Series #68CC1	Q2 2020 or Q3 2020	1	1 / 100%	$135,000	0 / 0%
Interest - Series #90FT1	Q2 2020 or Q3 2020	1	1 / 100%	$82,500	0 / 0%
Interest - Series #78MM1	Q2 2020 or Q3 2020	1	1 / 100%	$97,500	0 / 0%
Interest - Series #81DD1	Q2 2020 or Q3 2020	1	1 / 100%	$72,000	0 / 0%
Interest - Series #98AX1	Q2 2020 or Q3 2020	1	1 / 100%	$110,000	0 / 0%
Interest - Series #08MS1	Q2 2020 or Q3 2020	1	1 / 100%	$320,000	0 / 0%
Interest - Series #11FG1	Q2 2020 or Q3 2020	1	1 / 100%	$570,000	0 / 0%
Interest - Series #06FG2	Q2 2020 or Q3 2020	1	1 / 100%	$390,000	0 / 0%
Interest - Series #91JX1	Q2 2020 or Q3 2020	1	1 / 100%	$1,550,000	0 / 0%

Note: Table does not include any Offerings or anticipated Offerings for which the Underlying Asset has been sold.

(1)RSE Markets, Inc. is the beneficial owner of these Interests.

(2)Upon the designation of the Series, RSE Markets, Inc. became the initial member holding 100% of the Interest in the Series. Upon the Closing of the Offering, RSE Markets, Inc. must own at least 2%.

(3)Interests in Series issued to Asset Seller at Closing of Offering as part of total purchase consideration.

(4)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.

Item 5. Related Party Transactions

Individual officers of the Manager have made loans listed in the table below to the Company to facilitate the purchase of an asset prior to the Closing of a Series’ Offering. Each of the loans and related interest were repaid through proceeds of the Offering associated with a Series. Once a Series repaid the Company and other parties, such as the Manager and the broker, from the proceeds of a closed Offering, the Underlying Assets were transferred to the related Series and no Series bears the economic effects of any loan made to purchase any other Underlying Asset.

Related Party Transactions: Officer and Affiliate Loans
Loan	Series	Principal	Accrued Interest	Status	Loan Date	Annual Interest Rate	Offering Closed Date
Loan 1	#77LE1	`$69,400`	`$241`	Repaid from proceeds	10/3/2016	0.66%	4/13/2017
Loan 2	69BM1	`97,395`	`821`	Repaid from proceeds	10/31/2016	0.66%	2/9/2018
Loan 4	#85FT1	`47,500`	`401`	Repaid from proceeds	6/1/2017	1.18%	2/16/2018
Loan 3	#88LJ1	`119,676`	`1,126`	Repaid from proceeds	11/23/2016	0.68%	4/12/2018
Loan 5	#55PS1	`20,000`	`228`	Repaid from proceeds	7/1/2017	1.22%	6/6/2018
Loan 6	#55PS1	`100,000`	`550`	Repaid from proceeds	2/15/2018	1.81%	6/6/2018
Loan 7	#93XJ1	`25,000`	`336`	Repaid from proceeds	3/2/2018	1.96%	11/7/2018
Loan 8	#95BL1	`10,000`	`60`	Repaid from proceeds	3/30/2018	1.96%	7/12/2018
Loan 9	#93XJ1	`145,000`	`4,767`	Repaid from proceeds	3/2/2018	10.00%	7/1/2018
Loan 10	98DV1	`80,000`	`513`	Repaid from proceeds	6/28/2018	2.34%	10/6/2018
Loan 11	#02AX1	`100,000`	`481`	Repaid from proceeds	9/21/2018	2.51%	11/30/2018
Loan 12	#99LE1	`62,100`	`243`	Repaid from proceeds	10/9/2018	2.55%	12/4/2018
Additional		`1,900`	`-`	Repaid additional amount outstanding			6/6/2018
Amounts repaid as of 12/31/2018		`$(877,971)`	`$(9,767)`
Balance 12/31/2018		`$-`	`$-`

Note: $1,900 additional loan not related to a specific Underlying Asset, originally intended for additional acquisitions, but repaid.

Note: Principal not including $205,000 and accrued interest not including $309 related to the J.J. Best third-party loan.

The Company had repaid all outstanding related-party obligations as December 31, 2019 and has not incurred any additional related-party obligations since. The Company intends to repay any future related-party loans plus accrued interest upon completion of the applicable Offerings for Series Interests.

Item 6. Other Significant Information

None.

Item 7. Financial Statements for the Fiscal Years EndED December 31, 2019 and 2018

CONTENTS

PAGE

RSE COLLECTION, LLC AND VARIOUS SERIES:

Years Ended December 31, 2019 and 2018 Audited Consolidated Financial Statements

Report of Independent Registered Public Accounting FirmF-1

Consolidated Balance SheetsF-2

Consolidated Statements of OperationsF-14

Consolidated Statements of Members’ Equity F-26

Consolidated Statements of Cash Flows F-30

Notes to Consolidated Financial Statements F-42

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of

RSE Collection, LLC

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of RSE Collection, LLC (the "Company") on a consolidated basis and for each listed Series as of December 31, 2019 and 2018, and the related consolidated statements of operations, members' equity, and cash flows for the Company on a consolidated basis and for each listed Series for each of the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2019 and 2018, and the consolidated results of operations and cash flows for the Company and each listed Series for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern. As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern. Management's plans in regard to these matters are also described in Note A. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Restatement

As discussed in Note J to the financial statements the December 31, 2018 financial statements have been restated to correct an error.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's and each listed Series’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company and each listed Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's or each listed Series internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ EisnerAmper LLP

We have served as the Company's auditor since 2017.

EISNERAMPER LLP

New York, New York

April 29, 2020

F-1

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Assets
Current Assets
Cash and Cash Equivalents	`$4,149`	`$-`	`$-`	`$2,214`	`$1,000`
Pre-paid Insurance	`104`	`130`	`120`	`384`	`95`
Total Current Assets	`4,253`	`130`	`120`	`2,598`	`1,095`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`106,266`	`175,826`	`132,382`	`408,386`	`114,541`
TOTAL ASSETS	`$110,519`	`$175,956`	`$132,502`	`$410,984`	`$115,636`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$479`	`$479`	`$479`	`$479`	`$479`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`479`	`479`	`479`	`479`	`479`

Membership Contributions	`111,236`	`163,883`	`133,508`	`422,131`	`116,742`
Capital Contribution for Operating Expenses	`7,569`	`9,630`	`8,861`	`9,346`	`5,805`
Capital Contribution for loss at Offering close	`-`	`12,344`	`-`	`3,357`	`444`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`	`(1,645)`
Retained Earnings / (Accumulated Deficit)	`(7,944)`	`(9,979)`	`(9,220)`	`(9,440)`	`(6,189)`
Members' Equity	`110,040`	`175,477`	`132,023`	`410,505`	`115,157`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$110,519`	`$175,956`	`$132,502`	`$410,984`	`$115,636`

See accompanying notes, which are an integral part of these financial statements.

F-2

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Assets
Current Assets
Cash and Cash Equivalents	`$1,271`	`$485`	`$2,485`	`$2,500`	`$9,152`
Pre-paid Insurance	`131`	`16`	`272`	`101`	`-`
Total Current Assets	`1,402`	`501`	`2,757`	`2,601`	`9,152`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`160,000`	`14,786`	`332,806`	`122,544`	`-`
TOTAL ASSETS	`$161,402`	`$15,287`	`$335,563`	`$125,145`	`$9,152`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$479`	`$479`	`$-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`6,746`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`2,406`
Total Liabilities	`304`	`304`	`479`	`479`	`9,152`

Membership Contributions	`161,521`	`15,446`	`335,691`	`125,757`	`-`
Capital Contribution for Operating Expenses	`4,975`	`4,920`	`6,888`	`4,878`	`-`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(250)`	`(175)`	`(400)`	`(713)`	`-`
Retained Earnings / (Accumulated Deficit)	`(5,148)`	`(5,208)`	`(7,095)`	`(5,256)`	`-`
Members' Equity	`161,098`	`14,983`	`335,084`	`124,666`	`-`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$161,402`	`$15,287`	`$335,563`	`$125,145`	`$9,152`

See accompanying notes, which are an integral part of these financial statements.

F-3

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Assets
Current Assets
Cash and Cash Equivalents	`$1,485`	`$1,985`	`$1,985`	`$984`	`$1,853`
Pre-paid Insurance	`499`	`84`	`50`	`26`	`117`
Total Current Assets	`1,984`	`2,069`	`2,035`	`1,011`	`1,970`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`488,586`	`101,786`	`64,271`	`35,437`	`157,902`
TOTAL ASSETS	`$490,570`	`$103,855`	`$66,306`	`$36,448`	`$159,872`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$479`	`$479`	`$479`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`479`	`479`	`479`	`304`

Membership Contributions	`487,801`	`104,452`	`66,699`	`36,621`	`160,430`
Capital Contribution for Operating Expenses	`3,942`	`3,884`	`4,020`	`3,851`	`4,398`
Capital Contribution for loss at Offering close	`7,373`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(5,103)`	`(681)`	`(443)`	`(200)`	`-`
Retained Earnings / (Accumulated Deficit)	`(3,443)`	`(4,279)`	`(4,449)`	`(4,303)`	`(5,260)`
Members' Equity	`490,570`	`103,376`	`65,827`	`35,969`	`159,568`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$490,570`	`$103,855`	`$66,306`	`$36,448`	`$159,872`

See accompanying notes, which are an integral part of these financial statements.

F-4

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Assets
Current Assets
Cash and Cash Equivalents	`$1,984`	`$3,760`	`$4,989`	`$2,500`	`$2,000`
Pre-paid Insurance	`20`	`-`	`-`	`112`	`-`
Total Current Assets	`2,004`	`3,760`	`4,989`	`2,612`	`2,000`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`52,787`	`-`	`115,562`	`309,286`	`79,786`
TOTAL ASSETS	`$54,791`	`$3,760`	`$120,551`	`$311,898`	`$81,786`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$-`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`2,711`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`3`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`1,049`	`-`	`-`	`-`
Total Liabilities	`304`	`3,760`	`307`	`304`	`304`

Membership Contributions	`54,771`	`-`	`120,551`	`312,086`	`82,286`
Capital Contribution for Operating Expenses	`4,076`	`-`	`3,977`	`4,772`	`3,253`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`(300)`	`(500)`
Retained Earnings / (Accumulated Deficit)	`(4,360)`	`-`	`(4,284)`	`(4,964)`	`(3,557)`
Members' Equity	`54,487`	`-`	`120,244`	`311,594`	`81,482`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$54,791`	`$3,760`	`$120,551`	`$311,898`	`$81,786`

See accompanying notes, which are an integral part of these financial statements.

F-5

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Assets
Current Assets
Cash and Cash Equivalents	`$3,504`	`$3,000`	`$2,000`	`$1,999`	`$1,999`
Pre-paid Insurance	`495`	`141`	`103`	`90`	`11`
Total Current Assets	`3,999`	`3,141`	`2,103`	`2,089`	`2,010`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`612,439`	`186,301`	`136,465`	`120,286`	`182,802`
TOTAL ASSETS	`$616,438`	`$189,442`	`$138,568`	`$122,375`	`$184,812`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`304`	`304`	`304`	`304`	`304`

Membership Contributions	`616,716`	`189,601`	`138,765`	`122,586`	`185,301`
Capital Contribution for Operating Expenses	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Retained Earnings / (Accumulated Deficit)	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Members' Equity	`616,134`	`189,138`	`138,264`	`122,071`	`184,508`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$616,438`	`$189,442`	`$138,568`	`$122,375`	`$184,812`

See accompanying notes, which are an integral part of these financial statements.

F-6

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Assets
Current Assets
Cash and Cash Equivalents	`$2,649`	`$3,700`	`$3,050`	`$1,799`	`$2,898`
Pre-paid Insurance	`-`	`11`	`-`	`-`	`-`
Total Current Assets	`2,649`	`3,711`	`3,050`	`1,799`	`2,898`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`75,903`	`170,286`	`131,136`	`23,187`	`235,388`
TOTAL ASSETS	`$78,552`	`$173,997`	`$134,186`	`$24,986`	`$238,286`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$479`	`$304`	`$304`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`23`	`-`	`16`	`7`	`7`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`327`	`479`	`320`	`311`	`311`

Membership Contributions	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Capital Contribution for Operating Expenses	`3,086`	`2,917`	`1,210`	`872`	`2,737`
Capital Contribution for loss at Offering close	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Retained Earnings / (Accumulated Deficit)	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Members' Equity	`78,225`	`173,518`	`133,866`	`24,675`	`237,975`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$78,552`	`$173,997`	`$134,186`	`$24,986`	`$238,286`

See accompanying notes, which are an integral part of these financial statements.

F-7

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Assets
Current Assets
Cash and Cash Equivalents	`$2,300`	`$4,439`	`$4,550`	`$3,064`	`$2,962`
Pre-paid Insurance	`10`	`-`	`201`	`17`	`38`
Total Current Assets	`2,310`	`4,439`	`4,751`	`3,081`	`3,000`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`75,997`	`62,780`	`572,236`	`129,227`	`138,482`
TOTAL ASSETS	`$78,307`	`$67,219`	`$576,987`	`$132,308`	`$141,482`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$479`	`$479`	`$304`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Due to the Manager for Insurance	`-`	`19`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`
Total Liabilities	`304`	`323`	`479`	`479`	`304`

Membership Contributions	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Capital Contribution for Operating Expenses	`2,403`	`999`	`2,319`	`1,150`	`604`
Capital Contribution for loss at Offering close	`-`	`2,214`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Retained Earnings / (Accumulated Deficit)	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Members' Equity	`78,003`	`66,896`	`576,508`	`131,829`	`141,178`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$78,307`	`$67,219`	`$576,987`	`$132,308`	`$141,482`

See accompanying notes, which are an integral part of these financial statements.

F-8

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$4,197`	`$2,412`	`$1,714`	`$3,662`	`$3,288`	`$5,789`	`$114,536`
Pre-paid Insurance	`-`	`12`	`-`	`-`	`7`	`77`	`3,982`
Total Current Assets	`4,197`	`2,424`	`1,714`	`3,662`	`3,295`	`5,866`	`118,518`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`-`	`-`	`616,000`
Collectible Automobiles - Owned	`325,590`	`46,188`	`175,136`	`47,388`	`119,562`	`277,511`	`7,546,553`
TOTAL ASSETS	`$329,787`	`$48,612`	`$176,850`	`$51,050`	`$122,857`	`$283,377`	`$8,281,071`

LIABILITIES AND MEMBERS' EQUITY
Liabilities
Current Liabilities
Accounts Payable	`$304`	`$304`	`$417`	`$273`	`$232`	`$106`	`$16,752`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Due to the Manager for Insurance	`84`	`-`	`76`	`2`	`-`	`-`	`406`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`-`	`-`	`1,280,433`
Total Liabilities	`388`	`304`	`493`	`275`	`232`	`106`	`1,307,048`

Membership Contributions	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`6,995,378`
Capital Contribution for Operating Expenses	`1,288`	`351`	`1,429`	`212`	`236`	`1,349`	`250,769`
Capital Contribution for loss at Offering close	`-`	`-`	`400`	`4,030`	`-`	`-`	`44,272`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Retained Earnings / (Accumulated Deficit)	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(316,397)`
Members' Equity	`329,399`	`48,308`	`176,357`	`50,775`	`122,625`	`283,271`	`6,974,022`
TOTAL LIABILITIES AND MEMBERS' EQUITY	`$329,787`	`$48,612`	`$176,850`	`$51,050`	`$122,857`	`$283,377`	`$8,281,071`

See accompanying notes, which are an integral part of these financial statements.

F-9

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Assets
Current Assets
Cash and Cash Equivalents	`$4,149`	`$-`	`$-`	`$2,500`
Pre-paid Insurance	`71`	`101`	`85`	`283`
Total Current Assets	`4,220`	`101`	`85`	`2,783`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`106,266`	`175,826`	`132,382`	`408,100`
TOTAL ASSETS	`$110,486`	`$175,927`	`$132,467`	`$410,883`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$100`	`$100`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`100`	`100`	`-`	`-`
Total Liabilities	`100`	`100`	`-`	`-`

Membership Contributions	`111,236`	`163,883`	`133,508`	`422,132`
Capital Contribution	`3,444`	`16,518`	`2,953`	`7,320`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(3,473)`	`(4,173)`	`(2,868)`	`(3,680)`
Members' Equity	`110,386`	`175,827`	`132,467`	`410,883`
TOTAL LIABILITIES AND EQUITY	`$110,486`	`$175,927`	`$132,467`	`$410,883`

See accompanying notes, which are an integral part of these financial statements.

F-10

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Assets
Current Assets
Cash and Cash Equivalents	`$1,000`	`$1,271`	`$771`	`$2,771`
Pre-paid Insurance	`74`	`101`	`12`	`207`
Total Current Assets	`1,074`	`1,372`	`783`	`2,978`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`114,541`	`160,000`	`14,500`	`332,520`
TOTAL ASSETS	`$115,615`	`$161,372`	`$15,283`	`$335,498`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`

Membership Contributions	`116,741`	`161,521`	`15,446`	`335,691`
Capital Contribution	`2,287`	`891`	`1,188`	`2,038`
Distribution to RSE Collection	`(1,645)`	`(250)`	`(175)`	`(400)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(1,768)`	`(790)`	`(1,176)`	`(1,831)`
Members' Equity	`115,615`	`161,372`	`15,283`	`335,498`
TOTAL LIABILITIES AND EQUITY	`$115,615`	`$161,372`	`$15,283`	`$335,498`

See accompanying notes, which are an integral part of these financial statements.

F-11

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Assets
Current Assets
Cash and Cash Equivalents	`$2,500`	`$2,771`	`$1,771`	`$2,271`
Pre-paid Insurance	`77`	`118`	`293`	`64`
Total Current Assets	`2,577`	`2,889`	`2,064`	`2,335`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`
Collectible Automobiles - Owned	`122,544`	`192,500`	`488,300`	`101,500`
TOTAL ASSETS	`$125,121`	`$195,389`	`$490,364`	`$103,835`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`
Insurance Payable	`-`	`-`	`-`	`-`
Accrued Interest	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`
Debt	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`-`
Total Liabilities	`-`	`-`	`-`	`-`

Membership Contributions	`125,757`	`195,271`	`487,801`	`104,452`
Capital Contribution	`876`	`997`	`8,206`	`467`
Distribution to RSE Collection	`(713)`	`-`	`(5,103)`	`(681)`
Contribution to Series	`-`	`-`	`-`	`-`
Accumulated Deficit	`(799)`	`(879)`	`(540)`	`(403)`
Members' Equity	`125,121`	`195,389`	`490,364`	`103,835`
TOTAL LIABILITIES AND EQUITY	`$125,121`	`$195,389`	`$490,364`	`$103,835`

See accompanying notes, which are an integral part of these financial statements.

F-12

RSE COLLECTION, LLC

Consolidated Balance Sheets as of December 31, 2018

	Series #99LE1	Series #91MV1	Series #92LD1	Series #94DV1	Consolidated
Assets
Current Assets
Cash and Cash Equivalents	`$2,271`	`$1,271`	`$2,771`	`$2,271`	`$56,787`
Pre-paid Insurance	`34`	`19`	`86`	`-`	`2,306`
Total Current Assets	`2,305`	`1,290`	`2,857`	`2,271`	`59,093`
Other Assets
Collectible Automobiles - Deposits	`-`	`-`	`-`	`-`	`736,431`
Collectible Automobiles - Owned	`63,985`	`35,150`	`157,659`	`52,500`	`4,648,349`
TOTAL ASSETS	`$66,290`	`$36,440`	`$160,516`	`$54,771`	`$5,443,873`

LIABILITIES AND MEMBERS EQUITY / (DEFICIT)
Liabilities
Current Liabilities
Accounts Payable	`$-`	`$-`	`$-`	`$-`	`$300`
Insurance Payable	`-`	`-`	`-`	`39`	`912`
Accrued Interest	`-`	`-`	`-`	`-`	`-`
Due to the Manager or its Affiliates	`-`	`-`	`-`	`-`	`2,658,883`
Debt	`-`	`-`	`-`	`-`	`-`
Total Current Liabilities	`-`	`-`	`-`	`39`	`2,660,095`
Total Liabilities	`-`	`-`	`-`	`39`	`2,660,095`

Membership Contributions	`66,699`	`36,621`	`160,430`	`54,771`	`2,765,168`
Capital Contribution	`249`	`202`	`109`	`40`	`123,917`
Distribution to RSE Collection	`(443)`	`(200)`	`-`	`-`	`-`
Contribution to Series	`-`	`-`	`-`	`-`	`-`
Accumulated Deficit	`(215)`	`(183)`	`(23)`	`(79)`	`(105,307)`
Members' Equity	`66,290`	`36,440`	`160,516`	`54,732`	`2,783,778`
TOTAL LIABILITIES AND EQUITY	`$66,290`	`$36,440`	`$160,516`	`$54,771`	`$5,443,873`

See accompanying notes, which are an integral part of these financial statements.

F-13

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Operating Expenses
Storage	`$2,279`	`$2,279`	`$2,279`	`$2,279`	`$2,279`
Transportation	`500`	`1,700`	`2,300`	`500`	`500`
Insurance	`492`	`627`	`573`	`1,784`	`442`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`1,200`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,471`	`5,806`	`6,352`	`5,763`	`4,421`
Operating Loss	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,471)`	`$(5,806)`	`$(6,352)`	`$(5,763)`	`$(4,421)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.24)`	`$(2.90)`	`$(3.18)`	`$(2.88)`	`$(2.21)`
Weighted Average Membership Interest	`2000`	`2000`	`2000`	`2000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-14

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Operating Expenses
Storage	`$654`	`$2,479`	`$2,279`	`$2,279`	`$600`
Transportation	`1,850`	`279`	`500`	`500`	`-`
Insurance	`654`	`74`	`1,285`	`478`	`247`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`419`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,358`	`4,032`	`5,264`	`4,457`	`1,266`
Operating Loss	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`(1,266)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`(34,714)`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`33,448`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`6,746`
Net Income / (Loss)	`$(4,358)`	`$(4,032)`	`$(5,264)`	`$(4,457)`	`$26,702`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.18)`	`$(2.02)`	`$(1.05)`	`$(2.23)`	`$5.34`
Weighted Average Membership Interest	`2000`	`2000`	`5000`	`2000`	`5000`

See accompanying notes, which are an integral part of these financial statements.

F-15

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Operating Expenses
Storage	`$-`	`$2,279`	`$2,279`	`$2,279`	`$2,479`
Transportation	`-`	`-`	`500`	`500`	`278`
Insurance	`1,704`	`397`	`256`	`141`	`605`
Professional Fees	`1,200`	`1,200`	`1,200`	`1,200`	`1,200`
Marketing Expense	`-`	`-`	`-`	`-`	`675`
Total Operating Expenses	`2,904`	`3,876`	`4,235`	`4,120`	`5,237`
Operating Loss	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(2,904)`	`$(3,876)`	`$(4,235)`	`$(4,120)`	`$(5,237)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.58)`	`$(1.94)`	`$(2.12)`	`$(2.06)`	`$(1.75)`
Weighted Average Membership Interest	`5000`	`2000`	`2000`	`2000`	`3000`

See accompanying notes, which are an integral part of these financial statements.

F-16

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Operating Expenses
Storage	`$2,479`	`$645`	`$2,377`	`$2,104`	`$1,879`
Transportation	`390`	`-`	`278`	`390`	`279`
Insurance	`212`	`77`	`445`	`1,299`	`283`
Professional Fees	`1,200`	`335`	`1,184`	`1,171`	`1,116`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,281`	`1,057`	`4,284`	`4,964`	`3,557`
Operating Loss	`(4,281)`	`(1,057)`	`(4,284)`	`(4,964)`	`(3,557)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`(14,438)`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,281)`	`13,381`	`(4,284)`	`(4,964)`	`(3,557)`
Provision for Income Taxes	`-`	`2,711`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,281)`	`$10,670`	`$(4,284)`	`$(4,964)`	`$(3,557)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(2.14)`	`$5.33`	`$(2.14)`	`$(0.99)`	`$(1.78)`
Weighted Average Membership Interest	`2000`	`2000`	`2000`	`5000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-17

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-17

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Operating Expenses
Storage	`$654`	`$2,240`	`$2,103`	`$1,973`	`$1,944`
Transportation	`350`	`779`	`279`	`390`	`279`
Insurance	`2,152`	`635`	`439`	`352`	`517`
Professional Fees	`1,061`	`1,060`	`1,000`	`942`	`929`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`4,217`	`4,714`	`3,821`	`3,657`	`3,669`
Operating Loss	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(4,217)`	`$(4,714)`	`$(3,821)`	`$(3,657)`	`$(3,669)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.84)`	`$(1.57)`	`$(1.27)`	`$(1.83)`	`$(1.22)`
Weighted Average Membership Interest	`5000`	`3000`	`3000`	`2000`	`3000`

See accompanying notes, which are an integral part of these financial statements.

F-18

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Operating Expenses
Storage	`$1,902`	`$1,572`	`$304`	`$304`	`$1,377`
Transportation	`390`	`500`	`-`	`-`	`224`
Insurance	`234`	`466`	`400`	`66`	`632`
Professional Fees	`887`	`847`	`826`	`813`	`813`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`3,413`	`3,385`	`1,530`	`1,183`	`3,048`
Operating Loss	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(3,413)`	`$(3,385)`	`$(1,530)`	`$(1,183)`	`$(3,048)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(1.14)`	`$(1.69)`	`$(0.77)`	`$(0.24)`	`$(1.02)`
Weighted Average Membership Interest	`3000`	`2000`	`2000`	`5000`	`3000`

See accompanying notes, which are an integral part of these financial statements.

F-19

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-19

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Operating Expenses
Storage	`$2,041`	`$654`	`$479`	`$599`	`$374`
Transportation	`-`	`-`	`850`	`500`	`-`
Insurance	`130`	`142`	`826`	`153`	`156`
Professional Fees	`526`	`526`	`442`	`360`	`340`
Marketing Expense	`-`	`-`	`-`	`-`	`-`
Total Operating Expenses	`2,697`	`1,322`	`2,597`	`1,612`	`870`
Operating Loss	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`
Loss on Sale	`-`	`-`	`-`	`-`	`-`
Income / (Loss) Before Income Taxes	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`
Net Income / (Loss)	`$(2,697)`	`$(1,322)`	`$(2,597)`	`$(1,612)`	`$(870)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(1.35)`	`$(0.60)`	`$(0.52)`	`$(1.61)`	`$(0.44)`
Weighted Average Membership Interest	`2000`	`2200`	`5000`	`1000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-20

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-20

RSE COLLECTION, LLC

Consolidated Statements of Operations

Year Ended December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Operating Expenses
Storage	`$554`	`$304`	`$417`	`$273`	`$232`	`$106`	`$74,124`
Transportation	`390`	`-`	`1,000`	`-`	`-`	`1,100`	`39,049`
Insurance	`432`	`46`	`240`	`34`	`76`	`101`	`27,343`
Professional Fees	`300`	`293`	`265`	`180`	`153`	`71`	`36,060`
Marketing Expense	`-`	`-`	`-`	`-`	`-`	`-`	`10,160`
Total Operating Expenses	`1,676`	`643`	`1,922`	`487`	`461`	`1,378`	`186,736`
Operating Loss	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(186,736)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`-`	`-`	`411`
Other Income
Gain on Sale	`-`	`-`	`-`	`-`	`-`	`-`	`(49,152)`
Loss on Sale	`-`	`-`	`-`	`-`	`-`	`-`	`27,150`
Income / (Loss) Before Income Taxes	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(165,145)`
Provision for Income Taxes	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Net Income / (Loss)	`$(1,676)`	`$(643)`	`$(1,922)`	`$(487)`	`$(461)`	`$(1,378)`	`$(174,602)`

Basic and Diluted Income / (Loss) per Membership Interest	`$(0.34)`	`$(0.32)`	`$(0.48)`	`$(0.10)`	`$(0.27)`	`$(0.69)`
Weighted Average Membership Interest	`5000`	`2000`	`4000`	`5000`	`1700`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-21

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Operating Expenses
Storage	`$1,636`	`$1,586`	`$1,260`	`$805`
Transportation	`-`	`160`	`-`	`200`
Insurance	`837`	`1,327`	`808`	`1,975`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`1,000`	`1,000`	`800`	`700`
Marketing Expense	`-`	`100`	`-`	`-`
Total Operating Expenses	`3,473`	`4,173`	`2,868`	`3,680`
Operating Loss	`(3,473)`	`(4,173)`	`(2,868)`	`(3,680)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`3,473`	`4,173`	`2,868`	`3,680`
Net Loss	`$(3,473)`	`$(4,173)`	`$(2,868)`	`$(3,680)`

Basic and Diluted (Loss) per Membership Interest	`($1.74)`	`($2.09)`	`($1.43)`	`($1.84)`
Weighted Average Membership Interests	`2000`	`2000`	`2000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-22

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Operating Expenses
Storage	`$776`	`$-`	`$620`	`$340`
Transportation	`-`	`-`	`-`	`-`
Insurance	`431`	`290`	`56`	`1,108`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`561`	`500`	`500`	`383`
Marketing Expense	`-`	`-`	`-`	`-`
Total Operating Expenses	`1,768`	`790`	`1,176`	`1,831`
Operating Loss	`(1,768)`	`(790)`	`(1,176)`	`(1,831)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`1,768`	`790`	`1,176`	`1,831`
Net Loss	`$(1,768)`	`$(790)`	`$(1,176)`	`$(1,831)`

Basic and Diluted (Loss) per Membership Interest	`($0.88)`	`($0.40)`	`($0.59)`	`($0.37)`
Weighted Average Membership Interests	`2000`	`2000`	`2000`	`5000`

See accompanying notes, which are an integral part of these financial statements.

F-23

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-23

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Operating Expenses
Storage	`$337`	`$378`	`$-`	`$125`
Transportation	`-`	`-`	`-`	`-`
Insurance	`198`	`262`	`360`	`178`
Maintenance	`-`	`-`	`-`	`-`
Professional Fees	`264`	`239`	`180`	`100`
Marketing Expense	`-`	`-`	`-`	`-`
Total Operating Expenses	`799`	`879`	`540`	`403`
Operating Loss	`(799)`	`(879)`	`(540)`	`(403)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`
Purchase Option Expense	`-`	`-`	`-`	`-`
Total Expenses	`799`	`879`	`540`	`403`
Net Loss	`$(799)`	`$(879)`	`$(540)`	`$(403)`

Basic and Diluted (Loss) per Membership Interest	`($0.40)`	`($0.18)`	`($0.11)`	`($0.20)`
Weighted Average Membership Interests	`2000`	`5000`	`5000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-24

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-24

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

	Series #99LE1	Series #91MV1	Series #92LD1	Series #94DV1	Consolidated
Operating Expenses
Storage	`$109`	`$97`	`$-`	`$24`	`$13,579`
Transportation	`-`	`-`	`-`	`-`	`7,720`
Insurance	`19`	`9`	`7`	`39`	`13,832`
Maintenance	`-`	`-`	`-`	`-`	`-`
Professional Fees	`87`	`77`	`16`	`16`	`7,623`
Marketing Expense	`-`	`-`	`-`	`-`	`3,711`
Total Operating Expenses	`215`	`183`	`23`	`79`	`46,465`
Operating Loss	`(215)`	`(183)`	`(23)`	`(79)`	`(46,465)`
Other Expenses
Interest Expense and Financing Fees	`-`	`-`	`-`	`-`	`10,745`
Purchase Option Expense	`-`	`-`	`-`	`-`	`7,444`
Total Expenses	`215`	`183`	`23`	`79`	`64,654`
Net Loss	`$(215)`	`$(183)`	`$(23)`	`$(79)`	`$(64,654)`

Basic and Diluted (Loss) per Membership Interest	`($0.11)`	`($0.09)`	`($0.01)`	`($0.04)`
Weighted Average Membership Interests	`2000`	`2000`	`3000`	`2000`

See accompanying notes, which are an integral part of these financial statements.

F-25

RSE COLLECTION, LLC

Consolidated Statement of Operations

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-25

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`111,236`	`163,883`	`133,508`	`422,132`	`116,742`
Capital Contribution	`3,444`	`16,518`	`2,953`	`7,320`	`2,287`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`	`(1,645)`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(3,473)`	`(4,173)`	`(2,868)`	`(3,678)`	`(1,768)`
Balance December 31, 2018	`$110,386`	`$175,827`	`$132,467`	`$410,885`	`$115,615`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`4,125`	`5,456`	`5,908`	`5,383`	`3,963`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(4,471)`	`(5,806)`	`(6,352)`	`(5,763)`	`(4,421)`
Balance December 31, 2019	`$110,040`	`$175,477`	`$132,023`	`$410,505`	`$115,157`

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`161,521`	`15,446`	`335,691`	`125,757`	`195,271`
Capital Contribution	`891`	`1,188`	`2,038`	`876`	`997`
Distribution to RSE Collection	`(250)`	`(175)`	`(400)`	`(713)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(790)`	`(1,176)`	`(1,831)`	`(799)`	`(879)`
Balance December 31, 2018	`$161,372`	`$15,283`	`$335,498`	`$125,121`	`$195,389`
Distribution	`-`	`-`	`-`	`-`	`(230,000)`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`4,084`	`3,732`	`4,850`	`4,002`	`7,909`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(4,358)`	`(4,032)`	`(5,264)`	`(4,457)`	`26,702`
Balance December 31, 2019	`$161,098`	`$14,983`	`$335,084`	`$124,666`	`$-`

See accompanying notes, which are an integral part of these financial statements.

F-26

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`487,801`	`104,452`	`66,699`	`36,621`	`160,430`
Capital Contribution	`8,206`	`467`	`250`	`202`	`109`
Distribution to RSE Collection	`(5,103)`	`(681)`	`(443)`	`(200)`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(539)`	`(403)`	`(215)`	`(183)`	`(23)`
Balance December 31, 2018	`$490,365`	`$103,835`	`$66,291`	`$36,440`	`$160,516`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`3,109`	`3,417`	`3,771`	`3,649`	`4,289`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Net income/ (loss)	`(2,904)`	`(3,876)`	`(4,235)`	`(4,120)`	`(5,237)`
Balance December 31, 2019	`$490,570`	`$103,376`	`$65,827`	`$35,969`	`$159,568`

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`54,771`	`-`	`-`	`-`	`-`
Capital Contribution	`40`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`(79)`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$54,732`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`(58,240)`	`-`	`-`	`-`
Membership Contributions	`-`	`47,774`	`120,551`	`312,086`	`82,286`
Capital Contribution	`4,036`	`8`	`3,977`	`4,772`	`3,253`
Distribution to RSE Collection	`-`	`(212)`	`-`	`(300)`	`(500)`
Net income/ (loss)	`(4,281)`	`10,670`	`(4,284)`	`(4,964)`	`(3,557)`
Balance December 31, 2019	`$54,487`	`$-`	`$120,244`	`$311,594`	`$81,482`

See accompanying notes, which are an integral part of these financial statements.

F-27

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`616,716`	`189,601`	`138,765`	`122,586`	`185,301`
Capital Contribution	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Net income/ (loss)	`(4,217)`	`(4,714)`	`(3,821)`	`(3,657)`	`(3,669)`
Balance December 31, 2019	`$616,134`	`$189,138`	`$138,264`	`$122,071`	`$184,508`

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Capital Contribution	`3,086`	`2,917`	`1,210`	`872`	`2,737`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Net income/ (loss)	`(3,413)`	`(3,385)`	`(1,530)`	`(1,183)`	`(3,048)`
Balance December 31, 2019	`$78,225`	`$173,518`	`$133,866`	`$24,675`	`$237,975`

See accompanying notes, which are an integral part of these financial statements.

F-28

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-28

RSE COLLECTION, LLC

Consolidated Statements of Members’ Equity / (Deficit)

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`-`	`-`	`-`	`-`	`-`
Capital Contribution	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`
Distribution	`-`	`-`	`-`	`-`	`-`
Membership Contributions	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Capital Contribution	`2,403`	`3,213`	`2,319`	`1,150`	`604`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Net income/ (loss)	`(2,697)`	`(1,322)`	`(2,597)`	`(1,612)`	`(870)`
Balance December 31, 2019	`$78,003`	`$66,896`	`$576,508`	`$131,829`	`$141,178`

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Balance January 1, 2018	`-`	`-`	`-`	`-`	`-`	`-`	`59,814`
Membership Contributions	`-`	`-`	`-`	`-`	`-`	`-`	`2,691,960`
Capital Contribution	`-`	`-`	`-`	`-`	`-`	`-`	`96,659`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Net loss	`-`	`-`	`-`	`-`	`-`	`-`	`(64,654)`
Balance December 31, 2018	`$-`	`$-`	`$-`	`$-`	`$-`	`$-`	`$2,783,778`
Distribution	`-`	`-`	`-`	`-`	`-`	`-`	`(288,240)`
Membership Contributions	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`4,473,256`
Capital Contribution	`1,288`	`351`	`1,829`	`4,242`	`236`	`1,349`	`179,830`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Net income/ (loss)	`(1,676)`	`(643)`	`(1,922)`	`(487)`	`(461)`	`(1,378)`	`(174,602)`
Balance December 31, 2019	`$329,399`	`$48,308`	`$176,357`	`$50,775`	`$122,625`	`$283,271`	`$6,974,022`

See accompanying notes, which are an integral part of these financial statements.

F-29

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1	Series #95BL1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,471)`	`$(5,806)`	`$(6,352)`	`$(5,763)`	`$(4,421)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,125`	`5,456`	`5,908`	`5,383`	`3,963`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(33)`	`(29)`	`(35)`	`(99)`	`(21)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`379`	`379`	`479`	`479`	`479`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`-`	`-`	`-`	`(286)`	`-`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`-`	`-`	`-`	`(286)`	`-`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`-`	`-`	`-`	`(286)`	`-`
Cash beginning of year	`4,149`	`-`	`-`	`2,500`	`1,000`
Cash end of year	`$4,149`	`$-`	`$-`	`$2,214`	`$1,000`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-30

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #89PS1	Series #90FM1	Series #83FB1	Series #98DV1	Series #06FS1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,358)`	`$(4,032)`	`$(5,264)`	`$(4,457)`	`$26,702`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,084`	`3,732`	`4,850`	`4,002`	`7,909`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`(34,714)`
Prepaid Insurance	`(30)`	`(4)`	`(65)`	`(24)`	`118`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`6,746`
Accounts Payable	`304`	`304`	`479`	`479`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`6,761`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`-`	`(286)`	`(286)`	`-`	`(286)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`227,500`
Net cash used in investing activities	`-`	`(286)`	`(286)`	`-`	`227,214`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`2,406`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`(230,000)`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`(227,594)`

Net change in cash	`-`	`(286)`	`(286)`	`-`	`6,381`
Cash beginning of year	`1,271`	`771`	`2,771`	`2,500`	`2,771`
Cash end of year	`$1,271`	`$485`	`$2,485`	`$2,500`	`$9,152`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-31

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #93XJ1	Series #02AX1	Series #99LE1	Series #91MV1	Series #92LD1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(2,904)`	`$(3,876)`	`$(4,235)`	`$(4,120)`	`$(5,237)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,109`	`3,417`	`3,771`	`3,649`	`4,289`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(205)`	`(20)`	`(15)`	`(8)`	`(31)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`479`	`479`	`479`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`(675)`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(286)`	`(286)`	`(286)`	`(287)`	`(243)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(286)`	`(286)`	`(286)`	`(287)`	`(243)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`-`	`-`	`-`	`-`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`-`	`-`	`-`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`-`	`-`	`-`	`-`

Net change in cash	`(286)`	`(286)`	`(286)`	`(287)`	`(918)`
Cash beginning of year	`1,771`	`2,271`	`2,271`	`1,271`	`2,771`
Cash end of year	`$1,485`	`$1,985`	`$1,985`	`$984`	`$1,853`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-32

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-32

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #94DV1	Series #00FM1	Series #72MC1	Series #06FG1	Series #11BM1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,281)`	`$10,670`	`$(4,284)`	`$(4,964)`	`$(3,557)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,036`	`8`	`3,977`	`4,772`	`3,253`
(Gain) / Loss on Sale of Assets	`-`	`(14,438)`	`-`	`-`	`-`
Prepaid Insurance	`(58)`	`-`	`-`	`(112)`	`-`
Due to the Manager for Insurance	`-`	`-`	`3`	`-`	`-`
Income Taxes Payable	`-`	`2,711`	`-`	`-`	`-`
Accounts Payable	`304`	`-`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`(1,049)`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(287)`	`(45,562)`	`(65,762)`	`(309,286)`	`(79,786)`
Proceeds from Sale of Assets	`-`	`60,000`	`-`	`-`	`-`
Net cash used in investing activities	`(287)`	`14,438`	`(65,762)`	`(309,286)`	`(79,786)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`-`	`47,774`	`70,751`	`312,086`	`82,286`
Due to the manager and other affiliates	`-`	`1,049`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`-`	`(212)`	`-`	`(300)`	`(500)`
Distribution of Gain on sale of assets to Shareholders	`-`	`(58,240)`	`-`	`-`	`-`
Net cash used in financing activities	`-`	`(9,629)`	`70,751`	`311,786`	`81,786`

Net change in cash	`(287)`	`3,760`	`4,989`	`2,500`	`2,000`
Cash beginning of year	`2,271`	`-`	`-`	`-`	`-`
Cash end of year	`$1,984`	`$3,760`	`$4,989`	`$2,500`	`$2,000`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`$49,800`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-33

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-33

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #80LC1	Series #02BZ1	Series #88BM1	Series #63CC1	Series #76PT1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(4,217)`	`$(4,714)`	`$(3,821)`	`$(3,657)`	`$(3,669)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`4,409`	`4,551`	`3,620`	`3,442`	`3,376`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(496)`	`(141)`	`(103)`	`(89)`	`(11)`
Due to the Manager for Insurance	`-`	`-`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`304`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(564,814)`	`(186,301)`	`(136,465)`	`(120,286)`	`(182,802)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(564,814)`	`(186,301)`	`(136,465)`	`(120,286)`	`(182,802)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`569,091`	`189,601`	`138,765`	`122,586`	`185,301`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(774)`	`(300)`	`(300)`	`(300)`	`(500)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`568,318`	`189,301`	`138,465`	`122,286`	`184,801`

Net change in cash	`3,504`	`3,000`	`2,000`	`1,999`	`1,999`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$3,504`	`$3,000`	`$2,000`	`$1,999`	`$1,999`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`$47,625`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-34

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-34

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #75RA1	Series #65AG1	Series #93FS1	Series #90MM1	Series #61JE1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(3,413)`	`$(3,385)`	`$(1,530)`	`$(1,183)`	`$(3,048)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,086`	`2,917`	`1,210`	`872`	`2,737`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`-`	`(11)`	`-`	`-`	`-`
Due to the Manager for Insurance	`23`	`-`	`17`	`7`	`7`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`479`	`304`	`304`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(75,903)`	`(170,286)`	`(131,136)`	`(23,187)`	`(235,388)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(75,903)`	`(170,286)`	`(131,136)`	`(23,187)`	`(235,388)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`79,052`	`173,986`	`134,186`	`24,986`	`238,636`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(500)`	`-`	`-`	`-`	`(350)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`78,552`	`173,986`	`134,186`	`24,986`	`238,286`

Net change in cash	`2,649`	`3,700`	`3,050`	`1,799`	`2,898`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$2,649`	`$3,700`	`$3,050`	`$1,799`	`$2,898`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-35

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-35

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #65FM1	Series #88PT1	Series #94LD1	Series #99SS1	Series #94FS1
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(2,697)`	`$(1,322)`	`$(2,597)`	`$(1,612)`	`$(870)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`2,403`	`999`	`2,319`	`1,150`	`604`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`
Prepaid Insurance	`(10)`	`-`	`(201)`	`(17)`	`(38)`
Due to the Manager for Insurance	`-`	`19`	`-`	`-`	`-`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`
Accounts Payable	`304`	`304`	`479`	`479`	`304`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(75,997)`	`(62,780)`	`(572,236)`	`(129,227)`	`(138,482)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`
Net cash used in investing activities	`(75,997)`	`(62,780)`	`(572,236)`	`(129,227)`	`(138,482)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`79,297`	`65,005`	`577,286`	`133,279`	`141,794`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`2,214`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,000)`	`-`	`(500)`	`(988)`	`(350)`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`
Net cash used in financing activities	`78,297`	`67,219`	`576,786`	`132,291`	`141,444`

Net change in cash	`2,300`	`4,439`	`4,550`	`3,064`	`2,962`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`
Cash end of year	`$2,300`	`$4,439`	`$4,550`	`$3,064`	`$2,962`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-36

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-36

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

	Series #61MG1	Series #92CC1	Series #89FT1	Series #80PN1	Series #89FG2	Series #88LL1	Consolidated
Cash Flows from Operating Activities:
Net (Loss) / Income	`$(1,676)`	`$(643)`	`$(1,922)`	`$(487)`	`$(461)`	`$(1,378)`	`$(174,602)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`1,288`	`351`	`1,429`	`212`	`236`	`1,349`	`146,030`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`	`-`	`-`	`(22,002)`
Prepaid Insurance	`-`	`(12)`	`-`	`-`	`(7)`	`(77)`	`(2,598)`
Due to the Manager for Insurance	`84`	`-`	`76`	`2`	`-`	`-`	`423`
Income Taxes Payable	`-`	`-`	`-`	`-`	`-`	`-`	`9,457`
Accounts Payable	`304`	`304`	`417`	`273`	`232`	`106`	`16,452`
Net cash used in operating activities	`-`	`-`	`-`	`-`	`-`	`-`	`(26,840)`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`	`-`	`-`	`120,432`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(325,590)`	`(46,188)`	`(175,136)`	`(47,388)`	`(119,562)`	`(277,511)`	`(3,039,129)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`	`-`	`-`	`397,500`
Net cash used in investing activities	`(325,590)`	`(46,188)`	`(175,136)`	`(47,388)`	`(119,562)`	`(277,511)`	`(2,521,197)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`330,287`	`48,600`	`176,850`	`47,020`	`123,550`	`283,775`	`4,375,831`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`	`-`	`-`	`(1,378,451)`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`400`	`4,030`	`-`	`-`	`6,644`
Distribution to RSE Collection	`(500)`	`-`	`(400)`	`-`	`(700)`	`(475)`	`-`
Distribution of Gain on sale of assets to Shareholders	`-`	`-`	`-`	`-`	`-`	`-`	`(398,240)`
Net cash used in financing activities	`329,787`	`48,600`	`176,850`	`51,050`	`122,850`	`283,300`	`2,605,784`

Net change in cash	`4,197`	`2,412`	`1,714`	`3,662`	`3,288`	`5,789`	`57,747`
Cash beginning of year	`-`	`-`	`-`	`-`	`-`	`-`	`56,787`
Cash end of year	`$4,197`	`$2,412`	`$1,714`	`$3,662`	`$3,288`	`$5,789`	`$114,534`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`	`-`	`-`	`$97,425`
Non-cash Financing Activities:
Capital Contribution of certain amounts due to manager							`$27,150`

See accompanying notes, which are an integral part of these financial statements.

F-37

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2019

See accompanying notes, which are an integral part of these financial statements.

F-37

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

	Series #69BM1	Series #85FT1	Series #88LJ1	Series #55PS1
Cash Flows from Operating Activities:
Net Loss	`$(3,473)`	`$(4,173)`	`$(2,868)`	`$(3,680)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`3,444`	`4,174`	`2,953`	`3,963`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(71)`	`(101)`	`(85)`	`(283)`
Insurance Payable	`-`	`-`	`-`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`100`	`100`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`
	`-`	`-`	`-`	`-`
Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(106,266)`	`(175,826)`	`(132,382)`	`(408,100)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(106,266)`	`(175,826)`	`(132,382)`	`(408,100)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`111,236`	`163,883`	`133,508`	`422,132`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`12,344`	`-`	`3,357`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(821)`	`(401)`	`(1,126)`	`(14,889)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`110,415`	`175,826`	`132,382`	`410,600`

Net change in cash	`4,149`			`2,500`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$4,149`	`$-`	`$-`	`$2,500`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`			`-`

See accompanying notes, which are an integral part of these financial statements.

F-38

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-38

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

		(Restated)	(Restated)
	Series #95BL1	Series #89PS1	Series #90FM1	Series #83FB1
Cash Flows from Operating Activities:
Net Loss	`$(1,768)`	`$(790)`	`$(1,176)`	`$(1,831)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`1,842`	`891`	`1,188`	`2,038`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(74)`	`(101)`	`(12)`	`(207)`
Insurance Payable	`-`	`-`	-	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(114,541)`	`(61,000)`	`(10,375)`	`(332,520)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(114,541)`	`(61,000)`	`(10,375)`	`(332,520)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`116,741`	`62,521`	`11,321`	`335,691`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`445`	`-`	`-`	`-`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(1,645)`	`(250)`	`(175)`	`(400)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`115,541`	`62,271`	`11,146`	`335,291`

Net change in cash	`1,000`	`1,271`	`771`	`2,771`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$1,000`	`$1,271`	`$771`	`$2,771`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`$99,000`	`$4,125`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-39

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-39

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

	Series #98DV1	Series #06FS1	Series #93XJ1	Series #02AX1
Cash Flows from Operating Activities:
Net Loss	`$(799)`	`$(879)`	`$(540)`	`$(403)`
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	`876`	`997`	`833`	`467`
(Gain) / Loss on Sale of Assets	`-`	`-`	`-`	`-`
Prepaid Insurance	`(77)`	`(118)`	`(293)`	`(64)`
Insurance Payable	`-`	`-`	`-`	`-`
Income Tax Payable	`-`	`-`	`-`	`-`
Accounts Payable	`-`	`-`	`-`	`-`
Accrual of Interest	`-`	`-`	`-`	`-`
Net cash used in operating activities	`-`	`-`	`-`	`-`

Cash flow from investing activities:
Deposits on classic automobiles	`-`	`-`	`-`	`-`
Repayment of investments in classic automobiles upon Offering close	`-`	`-`	`-`	`-`
Investment in classic automobiles	`(122,544)`	`(192,500)`	`(488,300)`	`(101,500)`
Proceeds from Sale of Assets	`-`	`-`	`-`	`-`
Cash used in investing activities	`(122,544)`	`(192,500)`	`(488,300)`	`(101,500)`

Cash flow from financing activities:
Proceeds from sale of membership interests	`125,757`	`195,271`	`487,801`	`104,452`
Due to the manager and other affiliates	`-`	`-`	`-`	`-`
Distribution to Series	`-`	`-`	`-`	`-`
Contribution from Series to RSE Collection	`-`	`-`	`-`	`-`
Contribution by Manager and Company to pay closing expenses	`-`	`-`	`7,373`	`-`
Contribution by Manager for operating expense	`-`	`-`	`-`	`-`
Distribution to RSE Collection	`(713)`	`-`	`(5,103)`	`(681)`
Proceeds from Loans	`-`	`-`	`-`	`-`
Repayment of Loans	`-`	`-`	`-`	`-`
Distribution of Gain on Sale of assets to Shareholders	`-`	`-`	`-`	`-`
Cash provided by financing activities	`125,044`	`195,271`	`490,071`	`103,771`

Net change in cash	`2,500`	`2,771`	`1,771`	`2,271`
Cash beginning of year in 2018	`-`	`-`	`-`	`-`
Cash end of year in 2018	`$2,500`	`$2,771`	`$1,771`	`$2,271`
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	`-`	`-`	`-`	`-`

See accompanying notes, which are an integral part of these financial statements.

F-40

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

See accompanying notes, which are an integral part of these financial statements.

F-40

RSE COLLECTION, LLC

Consolidated Statements of Cash Flows

Year Ended December 31, 2018

					(Restated)
	Series#99LE1	Series#91MV1	Series#92LD1	Series#94DV1	Consolidated
Cash Flows from Operating Activities:
Net Loss	$ (215)	$ (183)	$ (23)	$ (79)	$ (64,654)
Adjustments to reconcile net income / (loss) to net cash provided by operating activities
Expenses Paid by Manager and Contributed to the Company / Series	249	202	109	40	61,837
(Gain) / Loss on Sale of Assets	-	-	-	-	-
Prepaid Insurance	(34)	(19)	(86)	-	(1,811)
Insurance Payable	-	-	-	39	912
Income Tax Payable	-	-	-	-	(400)
Accounts Payable	-	-	-	-	300
Accrual of Interest	-	-	-	-	(2,561)
Net cash used in operating activities	-	-	-	-	(6,377)

Cash flow from investing activities:
Deposits on classic automobiles	-	-	-	-	(706,432)
Repayment of investments in classic automobiles upon Offering close	-	-	-	-	-
Investment in classic automobiles	(63,985)	(35,150)	(157,659)	(52,500)	(4,047,062)
Proceeds from Sale of Assets	-	-	-	-	-
Cash used in investing activities	(63,985)	(35,150)	(157,659)	(52,500)	(4,753,494)

Cash flow from financing activities:
Proceeds from sale of membership interests	66,699	36,621	160,430	54,771	2,588,834
Due to the manager and other affiliates	-	-	-	-	2,588,407
Distribution to Series	-	-	-	-	-
Contribution from Series to RSE Collection	-	-	-	-	-
Contribution by Manager and Company to pay closing expenses	-	-	-	-	11,175
Contribution by Manager for operating expense	-	-	-	-	23,647
Distribution to RSE Collection	(443)	(200)	-	-	-
Proceeds from Loans	-	-	-	-	602,100
Repayment of Loans	-	-	-	-	(1,002,880)
Distribution of Gain on Sale of assets to Shareholders	-	-	-	-	-
Cash provided by financing activities	66,256	36,421	160,430	54,771	4,811,283

Net change in cash	2,271	1,271	2,771	2,271	51,413
Cash beginning of year in 2018	-	-	-	-	5,374
Cash end of year in 2018	$ 2,271	$ 1,271	$ 2,771	$ 2,271	$ 56,787
Supplemental Cash Flow Information:
Membership Interests issued to Asset Seller as consideration	-	-	-	-	$ 103,125
Interest Paid by Manager					$ 4,264

See accompanying notes, which are an integral part of these financial statements.

F-41

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

RSE Collection, LLC (the “Company”) is a Delaware series limited liability company formed on August 24, 2016. RSE Markets, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for the collection of assets owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of assets (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

The Manager is a Delaware corporation formed on April 28, 2016. The Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company and the assets owned by the Company in its roles as the Manager and Asset Manager of each Series.

The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses, as well as certain liabilities related to expenses pre-paid by the Manager), which for example, in the case of Series #69BM1 is a 1969 Boss 302 Mustang.

All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

OPERATING AGREEMENT

General:

In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

Operating Expenses:

After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.

Fees:

Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the Underlying Asset (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.

Brokerage Fee: For all Series qualified up to March 6, 2019, except in the case of Series #77LE1, the broker of record (the “Broker”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from offering for facilitating the sale of securities. In the instance of #77LE1 and all Series qualified after March 6, 2019 the Brokerage Fee is equal to 1.0% of the gross proceeds of each Offering.

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Custody Fee: In respect to current offerings, the custody broker (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an offering (the “Custody Fee”). In the case of the offerings for the Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was yet in place and as such, no Custody Fee was paid. Should a Custody Fee become applicable for the Interests in these Series in future, the Manager will pay and not be reimbursed for such Custody Fee. For all other current offerings, the Custody Fee is paid from the proceeds of each offering.

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.

In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

Other:

The Manager is responsible for covering its own expenses.

LIQUIDITY AND CAPITAL RESOURCES

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. Neither the Company nor any of the Series has generated revenues or profits since inception.

On a total consolidated basis, the Company had sustained a net loss of $64,654 for the year ended December 31, 2018. On a total consolidated basis, the Company had sustained a net loss of $174,602 for the year ended December 31, 2019 and had an accumulated deficit of $316,397 as of December 31, 2019.

All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $1.2 million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due. These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the year following the date of this filing.

Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans anticipate that it will start to generate revenues by commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-43

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

At December 31, 2019 and December 31, 2018, the Company and the Series for which closings had occurred, had the following cash balances:

Cash Balance
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$2,780`	`$2,780`
Series #69BM1	1969 Boss 302 Mustang	`4,149`	`4,149`
Series #55PS1	1955 Porsche Speedster	`2,214`	`2,500`
Series #95BL1	1995 BMW M3 Lightweight	`1,000`	`1,000`
Series #89PS1	1989 Porsche 911 Speedster	`1,271`	`1,271`
Series #90FM1	1990 Ford Mustang 7Up Edition	`485`	`771`
Series #83FB1	1983 Ferrari 512 BBi	`2,485`	`2,771`
Series #98DV1	1998 Dodge Viper GTS-R	`2,500`	`2,500`
Series #06FS1	2006 Ferrari F430 Spider	`9,152`	`2,771`
Series #93XJ1	1993 Jaguar XJ220	`1,485`	`1,771`
Series #02AX1	2002 Acura NSX-T	`1,985`	`2,271`
Series #99LE1	1999 Lotus Esprit Sport 350	`1,985`	`2,271`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`984`	`1,271`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`1,853`	`2,771`
Series #94DV1	1994 Dodge Viper RT/10	`1,984`	`2,271`
Series #00FM1	2000 Ford Mustang Cobra R	`3,760`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`4,989`	`-`
Series #06FG1	2006 Ford GT	`2,500`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`2,000`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`3,504`	`-`
Series #02BZ1	2002 BMW Z8	`3,000`	`-`
Series #88BM1	1988 BMW E30 M3	`2,000`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`1,999`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`1,999`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`2,649`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,700`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`3,050`	`-`
Series #90MM1	1990 Mazda Miata	`1,799`	`-`
Series #61JE1	1961 Jaguar E-Type	`2,898`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`4,439`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,300`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`4,550`	`-`
Series #99SS1	1999 Shelby Series 1	`3,064`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`2,962`	`-`
Series #61MG1	1961 Maserati 3500GT	`4,197`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`2,412`	`-`
Series #89FT1	1989 Ferrari Testarossa	`1,714`	`-`
Series #80PN1	1980 Porsche 928	`3,662`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`3,288`	`-`
Series #88LL1	1988 Lamborghini LM002	`5,789`	`-`
Total Series Cash Balance		`$114,536`	`$33,139`
RSE Collection		`-`	`23,648`
Total Cash Balance		`$114,536`	`$56,787`

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

F-44

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

The cash on the books of RSE Collection is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses; During the year ended December 31, 2019, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $139,284 during the year ended December 31, 2019, which excludes a $6,746 capital contribution related to the sale of the Underlying Asset for Series #06FS1.

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or provide the Company or any Series with sufficient capital to meet its objectives.

F-45

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

INITIAL OFFERINGS

The Company has completed several initial offerings since its inception in 2016 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #77LE1 Interests	Series #77LE1	1977 Lotus Esprit S1	$77,700	November 17, 2016	April 13, 2017	• The Company’s initial offering for Series #77LE1 issued membership Interests in Series #77LE1 pursuant to SEC Rule 506(c). • The offering closed and the Loan 1 (see Note C) plus $241 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #69BM1 Interests	Series #69BM1	1989 Ford Mustang Boss 302	$115,000	November 20, 2017	February 7, 2018	• The offering closed and the Loan 2 (see Note C) plus $821 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #85FT1 Interests	Series #85FT1	1985 Ferrari Testarossa	$165,000	November 23, 2017	February 15, 2018	• The offering closed and the Loan 4 (see Note C) as well as third-party debt (see Note D) plus accrued interest of $401 and $5,515 and other obligations have been repaid with the proceeds of the Offering
Series #88LJ1 Interests	Series #88LJ1	1988 Lamborghini Jalpa	$135,000	February 9, 2018	April 12, 2018	• The offering closed and the Loan 3 (see Note C) plus $1,126 of accrued interest and other obligations have been repaid with the proceeds of the Offering
Series #55PS1 Interests	Series #55PS1	1955 Porsche 356 Speedster	$425,000	April 2, 2018	June 6, 2018	• The offering closed, and purchase option was exercised. The Loan 5 and Loan 6 (see Note C), the remaining balance of the acquisition price plus accrued interest of $728 and other obligations were paid through the proceeds of the Offering
Series #95BL1 Interests	Series #95BL1	1995 BMW E36 M3 Lightweight	$118,500	June 1, 2018	July 12, 2018	• The offering closed and the Loan 8 (see Note C) and other obligations have been repaid with the proceeds of the Offering
Series #89PS1 Interests	Series #89PS1	1989 Porsche 911 Speedster	$165,000	July 23, 2018	July 31, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Asset Seller was issued 60% of Interests as part of total purchase consideration
Series #90FM1 Interests	Series #90FM1	1990 Ford Mustang 7Up Edition	$16,500	July 24, 2018	July 31, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering • The Asset Seller was issued 25% of Interests as part of total purchase consideration
Series #83FB1 Interests	Series #83FB1	1983 Ferrari 512 BBi	$350,000	July 23, 2018	September 5, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
Series #98DV1 Interests	Series #98DV1	1998 Dodge Viper GTS-R	$130,000	September 27, 2018	October 10, 2018	• The offering closed and the Loan 10 (see Note C) plus accrued interest $512.88 and other obligations were paid through the proceeds of the Offering

F-46

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #93XJ1 Interests	Series #93XJ1	1993 Jaguar XJ220	$495,000	August 22, 2018	November 6, 2018	• The offering closed, and purchase option was exercised. The Loan 7 and Loan 9 (see Note C), the remaining balance of acquisition price plus accrued interests of $336 and $4,767 and other obligations were repaid through the proceeds of the Offering
Series #06FS1 Interests	Series #06FS1	2006 Ferrari F430 Spider "Manual"	$199,000	October 12, 2018	October 19, 2018	• The offering closed and all obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • Underlying Asset sold for $227,500 on 05/10/2019 and Series was subsequently dissolved
Series #02AX1 Interests	Series #02AX1	2002 Acura NSX-T	$108,000	November 16, 2018	November 30, 2018	• The offering closed and the Loan 11 (see Note C) plus accrued interest $481 and other obligations were paid through the proceeds of the Offering
Series #99LE1 Interests	Series #99LE1	1999 Lotus Esprit Sport 350	$69,500	November 23, 2018	December 4, 2018	• The offering closed, and the Loan 12 plus accrued interest $243 and other obligations were paid through the proceeds of the Offering
Series #91MV1 Interests	Series #91MV1	1991 Mitsubishi 3000GT VR4	$38,000	November 28, 2018	December 7, 2018	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #92LD1 Interests	Series #92LD1	1992 Lancia Delta Integrale Evo "Martini 5"	$165,000	December 7, 2018	December 26, 2018	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #94DV1 Interests	Series #94DV1	1994 Dodge Viper RT/10	$57,500	December 11, 2018	December 26, 2018	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #00FM1 Interests	Series #00FM1	2000 Ford Mustang Cobra R	$49,500	December 21, 2018	January 4, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering • Underlying Asset sold for $60,000 on 4/15/2019 and Series was subsequently dissolved
Series #72MC1 Interests	Series #72MC1	1972 Mazda Cosmo Sport Series II	$124,500	December 28, 2018	January 4, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • The Asset Seller was issued 40% of Interests as part of total purchase consideration
Series #06FG1 Interests	Series #06FG1	2006 Ford GT	$320,000	December 14, 2018	January 8, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #11BM1 Interests	Series #11BM1	2011 BMW 1M	$84,000	January 8, 2019	January 25, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #80LC1 Interests	Series #80LC1	1980 Lamborghini Countach LP400 S Turbo	$635,000	January 17, 2019	February 8, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering • The Asset Seller was issued 7.5% of Interests as part of total purchase consideration
Series #02BZ1 Interests	Series #02BZ1	2002 BMW Z8	$195,000	January 6, 2019	February 8, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88BM1 Interests	Series #88BM1	1988 BMW E30 M3	$141,000	January 11, 2019	February 25, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #63CC1 Interests	Series #63CC1	1963 Chevrolet Corvette Split Window	$126,000	March 8, 2019	March 18, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

F-47

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Series Interest	Series Name	Underlying Asset	Offering Size	Launch Date	Closing Date	Comments
Series #76PT1 Interests	Series #76PT1	1976 Porsche 911 Turbo Carrera	$189,900	March 15, 2019	March 22, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #75RA1 Interests	Series #75RA1	1975 Renault Alpine A110 1300	$84,000	March 29, 2019	April 9, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #65AG1 Interests	Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	$178,500	April 5, 2019	April 16, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #93FS1 Interests	Series #93FS1	1993 Ferrari 348TS Serie Speciale	$137,500	April 12, 2019	April 22, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #61JE1 Interests	Series #61JE1	1961 Jaguar E-Type	$246,000	April 19, 2019	April 26, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #90MM1 Interests	Series #90MM1	1990 Mazda Miata MX-5	$26,600	April 17, 2019	April 26, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #65FM1 Interests	Series #65FM1	1965 Ford Mustang 2+2 Fastback	$82,500	May 3, 2019	July 18, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88PT1 Interests	Series #88PT1	1988 Porsche 944 Turbo S	$66,000	May 10, 2019	July 18, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #94LD1 Interests	Series #94LD1	1994 Lamborghini Diablo SE30 Jota	$597,500	July 12, 2019	August 6, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #99SS1 Interests	Series #99SS1	1999 Shelby Series 1	$137,500	September 4, 2019	September 11, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #94FS1 Interests	Series #94FS1	1994 Ferrari 348 Spider	$145,000	September 12, 2019	September 17, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #61MG1 Interests	Series #61MG1	1961 Maserati 3500GT	$340,000	September 20, 2019	September 30, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #92CC1 Interests	Series #92CC1	1992 Chevrolet Corvette ZR1	$52,500	September 27, 2019	October 2, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #89FT1 Interests	Series #89FT1	1989 Ferrari Testarossa	$180,000	October 4, 2019	October 11, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Series #80PN1 Interests	Series #80PN1	1980 Porsche 928	$48,000	November 1, 2019	November 6, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #89FG2 Interests	Series #89FG2	1989 Ferrari 328 GTS	$127,500	November 8, 2019	November 14, 2019	• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering
Series #88LL1 Interests	Series #88LL1	1988 Lamborghini LM002	$292,000	November 18, 2019	December 8, 2019	• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering
Total at 12/31/2019	42 Series		$7,435,700

See Note I, Subsequent Events for additional details on closings of initial offerings after December 31, 2019.

F-48

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

ASSET DISPOSITIONS

The Company received unsolicited take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances, as was the case with the 2003 Porsche 911 GT2, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.

Series	Underlying Asset	Date of Sale Agreement	Total Sale Price	Total Initial Offering Price / Per Interest	Total Distribution to Interest Holders / Per Interests	Commentary
#00FM1	2000 Ford Mustang Cobra R	04/15/2019	$60,000	$49,500 / $24.75	$58,240 / $29.12	$60,000 acquisition offer for 2000 Ford Mustang Cobra R accepted on 04/15/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.
2003 Porsche 911 GT2 (1)		4/17/2019	$110,000	Initial Purchase Price $137,000		$110,000 acquisition offer for 2003 Porsche 911 GT2 accepted on 04/17/2019, prior to the launch of the offering (the Underlying Asset was never transferred to a Series). Subsequent loss on sale incurred by the Manager and cancellation of the previously anticipated offering.
#06FS1 (2)	2006 Ferrari F430 Spider "Manual"	5/10/2019	$227,500	$199,000 / $39.80	$ 230,000 / $46.00	$227,500 acquisition offer for 2006 Ferrari F430 Spider "Manual" accepted on 05/10/2019 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

At the time of the sale the Underlying Asset was still owned by RSE Collection, LLC and not by any Series.

Solely in the case of Series #06FS1, the Manager made an additional capital contribution to the Series to cover corporate level taxes on the gain on sale.

Sale of the 2000 Ford Mustang Cobra R:

The Company received an acquisition offer for the Underlying Asset of Series #00FM1, the 2000 Ford Mustang Cobra R for $60,000 vs. the initial purchase price of $43,000 for a gain on sale of $14,438, net of $2,562 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 15, 2019 and distributed cash to interest holders on April 24, 2019. At the time of the sale, Series #00FM1 had $2,000 of cash and $8 of pre-paid insurance on the balance sheet.

The transaction resulted in corporate level taxes on the gain on sale of $2,711, net of $1,057 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet.

The Manager originally estimated income taxes payable related to the sale of the asset at $3,760. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $2,711.

F-49

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

Total distribution to interest holders including cash, excluding $1,049 remaining on the balance sheet of the Series, but net of corporate level taxes were $58,240 or $29.12 per Interest vs the initial offering price of $49,500 or $24.75 per Interest.

Series #00FM1 has been dissolved upon payment of all tax liabilities of $2,711. $1,049 of cash related to the Series currently remain on the books of the Manager.

Sale of the 2003 Porsche 911 GT2:

The Company received an acquisition offer for the 2003 Porsche 911 GT2 for $110,000 vs. the initial purchase price of $137,000 for a loss on sale of $27,150, net of $150 of capitalized acquisition expenses. The Company accepted the acquisition offer on April 17, 2019 and distributed cash to the Manager on December 31, 2019. At the time of the sale, no offering for a Series related to the 2003 Porsche 911 GT2 had occurred and as such the Underlying Asset was not yet owned by any Series. As such, no interest holders received any distributions.

Proceeds from the sale were used to pay-down $110,000 of Due to Manager to the Manager. The remaining liability, comprising the loss on sale of $27,150 was waived by the Manager and the amount was reclassified from Due to Manager to Capital Contribution. The anticipated offering for a Series related to the 2003 Porsche 911 GT2 was cancelled upon the sale.

Series #03PG1 has been dissolved upon payment of all currently tax liabilities of $50.

Sale of the 2006 Ferrari F430 Spider "Manual":

The Company received an acquisition offer for the Underlying Asset of Series #06FS1, the 2006 Ferrari F430 Spider "Manual" for $227,500 vs. the initial purchase price of $192,500 for a gain on sale of $34,714, net of $286 of capitalized acquisition expenses. The Company accepted the acquisition offer on May 10, 2019 and distributed cash to interest holders on May 23, 2019. At the time of the sale, Series #06FS1 had $2,485 of cash and $95 of pre-paid insurance on the balance sheet.

The transaction resulted in corporate level taxes on the gain on sale of $9,152, net of $2,145 of net-loss-carryforward, based on a 21% federal corporate and statutory state tax rate, for the which the Series has retained funds on its balance sheet. Solely in the case of Series #06FS1, the Manager made an additional Capital Contribution of $6,746 to the Series to cover the corporate level taxes on behalf of the interest holders.

The Manager originally estimated income taxes payable related to the sale of the asset at $9,152. Upon filing for the final tax returns of the Series in 2020, the Manager determined the amount of income tax expense to be $6,746. As a result, the Series will repay the Manager the excess capital contribution of $2,406 in 2020.

Total distribution to interest holders including cash, was $230,000 or $46.00 per Interest vs the initial offering price of $199,000 or $39.80 per Interest.

Series #06FS1 has been dissolved upon payment of tax liabilities of $6,746. Remaining cash on the balance sheet has been paid back to the Manager.

See Note I, Subsequent Events for additional details on asset dispositions after December 31, 2019.

F-50

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1.Basis of Presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

The consolidated financial statements include the accounts of RSE Collection, LLC and the accounts of Series #77LE1. Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s offering circular (as amended), and thus separate financial statements for Series #77LE1 are not presented.

All other offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.

2.Use of Estimates:

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

3.Cash and Cash Equivalents:

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

4.Offering Expenses:

Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, are being funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the years ended December 31, 2019 and December 31, 2018 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.

5.Operating Expenses:

Operating Expenses related to a particular asset include storage, insurance, transportation (other than the initial transportation from the assets location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”. We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.

Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Pre-closing expenses in this case are treated as capital contributions from the Manager to the Company and totaled $49,429 for the year ended December 31, 2019 vs. $19,878 for the year ended December 31, 2018.

During the year ended December 31, 2019 vs. the year ended December 31, 2018, RSE Collection incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Operating Expenses
Applicable Series	Automobile	12/31/2019	12/31/2018
Series #77LE1	1977 Lotus Esprit S1	`$4,300`	`$3,707`
Series #69BM1	1969 Boss 302 Mustang	`4,471`	`3,473`
Series #85FT1	1985 Ferrari Testarossa	`5,806`	`4,173`
Series #88LJ1	1988 Lamborghini Jalpa	`6,352`	`2,868`
Series #55PS1	1955 Porsche Speedster	`5,763`	`3,680`
Series #95BL1	1995 BMW M3 Lightweight	`4,421`	`1,768`
Series #89PS1	1989 Porsche 911 Speedster	`4,358`	`790`
Series #90FM1	1990 Ford Mustang 7Up Edition	`4,032`	`1,176`
Series #83FB1	1983 Ferrari 512 BBi	`5,264`	`1,831`
Series #98DV1	1998 Dodge Viper GTS-R	`4,457`	`799`
Series #06FS1	2006 Ferrari F430 Spider	`1,266`	`879`
Series #93XJ1	1993 Jaguar XJ220	`2,904`	`540`
Series #02AX1	2002 Acura NSX-T	`3,876`	`403`
Series #99LE1	1999 Lotus Esprit Sport 350	`4,235`	`215`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`4,120`	`183`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`5,237`	`23`
Series #94DV1	1994 Dodge Viper RT/10	`4,281`	`79`
Series #00FM1	2000 Ford Mustang Cobra R	`1,057`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`4,284`	`-`
Series #06FG1	2006 Ford GT	`4,964`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`3,557`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`4,217`	`-`
Series #02BZ1	2002 BMW Z8	`4,714`	`-`
Series #88BM1	1988 BMW E30 M3	`3,821`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`3,657`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`3,669`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`3,413`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`3,385`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`1,530`	`-`
Series #90MM1	1990 Mazda Miata	`1,183`	`-`
Series #61JE1	1961 Jaguar E-Type	`3,048`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`1,322`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,697`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`2,597`	`-`
Series #99SS1	1999 Shelby Series 1	`1,612`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`870`	`-`
Series #61MG1	1961 Maserati 3500GT	`1,676`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`643`	`-`
Series #89FT1	1989 Ferrari Testarossa	`1,922`	`-`
Series #80PN1	1980 Porsche 928	`487`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`461`	`-`
Series #88LL1	1988 Lamborghini LM002	`1,378`	`-`
RSE Collection		`49,429`	`19,878`
Total Operating Expenses		`$186,736`	`$46,465`

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that the post-closing Operating Expenses for the year ended December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series. The Manager had made the same election for the post-closing Operating Expenses incurred during the year ended December 31, 2018.

6.Capital Assets:

Underlying Assets are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses,” which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.

The Company treats Underlying Assets as collectible and therefore the Company will not depreciate or amortize the Underlying Assets going forward. The Underlying Assets are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

The Underlying Assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired Underlying Asset after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Collection” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in Underlying Asset. For the year ended December 31, 2019, the total investment in assets was $2,654,273 vs. $4,980,119 during the year ended December 31, 2018. Driven by a lower number of Underlying Assets acquired during the year ended December 31, 2019. The values for the respective years exclude $375,498 related to the Underlying Assets purchased in 2018 and sold in 2019

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Of the $2,654,273 of investments during the year ended December 31, 2019, $2,606,874 were related to the purchase price of, or down payments on Underlying Assets, vs. $4,932,013 during the year ended December 31, 2018. This brings the total spent on purchase price and down-payments at December 31, 2019 to $8,040,358, since the inception of the Company in August of 2016 vs. $5,433,484 at December 31, 2018.

Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.

For the year ended December 31, 2019, $47,399 of Acquisition Expenses related to the registration, transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred vs. $48,106 during the year ended December 31, 2018. The Acquisition Expenses for the year ended December 31, 2019 were similar in amount to those for the year ended December 31, 2018 in spite of the lower number of Underlying Asset purchased in the year ended December 31, 2019, driven by the higher transportation costs related to the acquisition of Underlying Assets during the year ended December 31, 2019.

The total investment in Underlying Assets since the inception of the Company in August of 2016 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

As of 12/31/2019
Capitalized Costs
	Applicable Series		Asset	Purchase Price / Down-payment	Trans-portation	Pre-Purchase Inspection	Improve-ment	Regis-tration	Other	Total

Asset 1	Series #77LE1	(1,3)	1977 Lotus Esprit S1	`$69,400`	`$550`	`$-`	`$-`	`$237`	`$-`	`$70,187`
Asset 2	Series #69BM1	(1)	1969 Boss 302 Mustang	`102,395`	`2,600`	`1,000`	`-`	`271`	`-`	`106,266`
Asset 3	Series #85FT1	(1)	1985 Ferrari Testarossa	`172,500`	`2,498`	`557`	`-`	`271`	`-`	`175,826`
Asset 4	Series #88LJ1	(1)	1988 Lamborghini Jalpa	`127,176`	`1,650`	`720`	`2,565`	`271`	`-`	`132,382`
Asset 5	Series #55PS1	(1)	1955 Porsche Speedster	`405,000`	`2,100`	`400`	`-`	`286`	`600`	`408,386`
Asset 6	Series #93XJ1	(1)	1993 Jaguar XJ220	`460,000`	`1,200`	`-`	`26,500`	`286`	`600`	`488,586`
Asset 7	Series #83FB1	(1)	1983 Ferrari 512 BBi	`330,000`	`1,200`	`1,320`	`-`	`286`	`-`	`332,806`
Asset 8	Series #89PS1	(1)	1989 Porsche 911 Speedster	`160,000`	`-`	`-`	`-`	`-`	`-`	`160,000`
Asset 9	Series #90FM1	(1)	1990 Ford Mustang 7Up Edition	`14,500`	`-`	`-`	`-`	`286`	`-`	`14,786`
Asset 10	Series #95BL1	(1)	1995 BMW M3 Lightweight	`112,500`	`1,195`	`-`	`75`	`421`	`350`	`114,541`
Asset 11	Series #98DV1	(1)	1998 Dodge Viper GTS-R	`120,000`	`1,895`	`-`	`649`	`-`	`-`	`122,544`
Asset 12	Series #02AX1	(1)	2002 Acura NSX-T	`100,000`	`1,500`	`-`	`-`	`286`	`-`	`101,786`
Asset 13	Series #99LE1	(1)	1999 Lotus Esprit Sport 350	`62,100`	`1,300`	`-`	`585`	`286`	`-`	`64,271`
Asset 14	Series #91MV1	(1)	1991 Mitsubishi 3000VT GR4	`33,950`	`800`	`-`	`400`	`287`	`-`	`35,437`
Asset 15	Series #94DV1	(1)	1994 Dodge Viper RT/10	`52,500`	`-`	`-`	`-`	`287`	`-`	`52,787`
Asset 16	Series #92LD1	(1)	1992 Lancia Delta Martini 5 Evo	`146,181`	`10,514`	`-`	`964`	`243`	`-`	`157,902`
Asset 17	Series #72MC1	(1)	1972 Mazda Cosmo Sport	`115,000`	`265`	`-`	`-`	`297`	`-`	`115,562`
Asset 18	Series #06FG1	(1)	2006 Ford GT	`309,000`	`-`	`-`	`-`	`286`	`-`	`309,286`
Asset 19	Series #11BM1	(1)	2011 BMW 1M, 6-Speed Manual	`78,500`	`1,000`	`-`	`-`	`286`	`-`	`79,786`
Asset 20	Series #80LC1	(1)	1980 Lamborghini Countach Turbo	`610,000`	`1,950`	`207`	`-`	`282`	`-`	`612,439`
Asset 21	Series #02BZ1	(1)	2002 BMW Z8	`185,000`	`525`	`-`	`490`	`286`	`-`	`186,301`
Asset 22	Series #88BM1	(1)	1988 BMW E30 M3	`135,000`	`525`	`239`	`415`	`286`	`-`	`136,465`
Asset 23	Series #63CC1	(1)	1963 Chevrolet Corvette Split Window	`120,000`	`-`	`-`	`-`	`286`	`-`	`120,286`
Asset 24	Series #76PT1	(1)	1976 Porsche 911 Turbo Cabrera	`179,065`	`2,500`	`500`	`450`	`287`	`-`	`182,802`
Asset 25	Series #75RA1	(1)	1975 Renault Alpine A110 1300	`75,000`	`250`	`-`	`266`	`287`	`100`	`75,903`
Asset 26	Series #65AG1	(1)	1965 Alfa Romeo Giulia Sprint Speciale	`170,000`	`-`	`-`	`-`	`286`	`-`	`170,286`
Asset 27	Series #93FS1	(1)	1993 Ferrari 348TS Series Speciale	`130,000`	`850`	`-`	`-`	`286`	`-`	`131,136`
Asset 28	Series #90MM1	(1)	1990 Mazda Miata	`22,000`	`900`	`-`	`-`	`287`	`-`	`23,187`
Asset 29	Series #61JE1	(1)	1961 Jaguar E-Type	`235,000`	`-`	`-`	`-`	`288`	`100`	`235,388`
Asset 30	Series #88PT1	(1)	1988 Porsche 944 Turbo S	`61,875`	`905`	`-`	`-`	`-`	`-`	`62,780`
Asset 31	Series #65FM1	(1)	1965 Ford Mustang 2+2 Fastback	`75,000`	`700`	`-`	`-`	`297`	`-`	`75,997`

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

Asset 32	Series #94LD1	(1)	1994 Lamborghini Diablo SE30 Jota	`570,000`	`1,950`	`-`	`-`	`286`	`-`	`572,236`
Asset 33	Series #99SS1	(1)	1999 Shelby Series 1	`126,575`	`1,650`	`716`	`-`	`286`	`-`	`129,227`
Asset 34	Series #94FS1	(1)	1994 Ferrari 348 Spider	`135,399`	`2,795`	`-`	`-`	`288`	`-`	`138,482`
Asset 35	Series #61MG1	(1)	1961 Maserati 3500GT	`325,000`	`-`	`-`	`303`	`287`	`-`	`325,590`
Asset 36	Series #92CC1	(1)	1992 Chevrolet Corvette ZR1	`45,000`	`900`	`-`	`-`	`288`	`-`	`46,188`
Asset 37	Series #89FT1	(1)	1989 Ferrari Testarossa	`172,500`	`2,350`	`-`	`-`	`286`	`-`	`175,136`
Asset 38	Series #80PN1	(1)	1980 Porsche 928	`45,750`	`1,350`	`-`	`-`	`288`	`-`	`47,388`
Asset 39	Series #89FG2	(1)	1989 Ferrari 328 GTS	`118,500`	`775`	`-`	`-`	`287`	`-`	`119,562`
Asset 40	Series #88LL1	(1)	1988 Lamborghini LM002	`275,000`	`2,225`	`-`	`-`	`286`	`-`	`277,511`
Asset 41	Series #90ME1	(2)	1990 Mercedes 190E 2.5-16 Evo II	`251,992`	`10,469`	`-`	`-`	`304`	`-`	`262,766`
Asset 42	Series #87FF1	(2)	1987 Ferrari 412	`11,000`	`-`	`-`	`-`	`-`	`-`	`11,000`
Asset 43	Series #82AV1	(2)	1982 Aston Martin V8 Vantage	`285,000`	`-`	`-`	`1,078`	`286`	`-`	`286,364`
Asset 44	Series #72FG2	(2)	1972 Ferrari 365 GTC/4	`275,000`	`700`	`-`	`-`	`287`	`-`	`275,987`
Asset 45	Series #86FT1	(2)	1986 Ferrari Testarossa	`-`	`-`	`529`	`-`	`-`	`-`	`529`
Asset 46	Series #95FF1	(2)	1995 Ferrari 355 Spider	`105,000`	`3,200`	`-`	`-`	`288`	`-`	`108,488`
Asset 47	Series #03SS1	(2)	2003 Saleen S7	`330,000`	`-`	`-`	`-`	`-`	`-`	`330,000`
Total				$8,040,358	$67,737	$6,188	$34,740	$11,780	$ 1,750	$ 8,162,553


Capitalized Costs 2016				298,971	2,650	-	-	-	-	301,621
Capitalized Costs 2017				202,500	4,648	2,677	15,065	1,050	600	226,540
Capitalized Costs 2018				4,932,013	26,905	2,252	17,578	421	950	4,980,119
Capitalized Costs 2019				2,606,874	33,533	1,259	2,097	10,310	200	2,654,273
Grand Total				$8,040,358	$ 67,737	$ 6,188	$ 34,740	$ 11,781	$ 1,750	$ 8,162,553

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Note: Table excludes $375,498 of capitalized costs related to Underlying Assets acquired in 2018 and sold in 2019, of which $372,500 were related to purchase price / down payments and $2,998 to Acquisition Expenses.

1.Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.

2.At December 31, 2019 owned by RSE Collection, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering.

3.Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

7.Members’ Equity:

Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the year.

Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.

Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

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RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

Membership Contribution and Uses at Closing
Applicable Series	Asset	Closing Date	Membership Interests	Brokerage Fee	Sourcing Fee	Custody Fee	Distributions	Total
Series #77LE1	1977 Lotus Esprit S1	4/13/2017	`$77,700`	`$1,049`	`$3,443`	`$-`	`$-`	`$73,208`
Series #69BM1	1969 Boss 302 Mustang	2/7/2018	`115,000`	`778`	`2,986`	`-`	`-`	`111,236`
Series #85FT1	1985 Ferrari Testarossa	2/16/2018	`165,000`	`1,117`	`-`	`-`	`-`	`163,883`
Series #88LJ1	1988 Lamborghini Jalpa	4/12/2018	`135,000`	`914`	`578`	`-`	`-`	`133,508`
Series #55PS1	1955 Porsche Speedster	6/6/2018	`425,000`	`2,869`	`-`	`-`	`-`	`422,131`
Series #93XJ1	1993 Jaguar XJ220	11/6/2018	`495,000`	`3,487`	`-`	`3,713`	`-`	`487,801`
Series #83FB1	1983 Ferrari 512 BBi	9/5/2018	`350,000`	`2,522`	`9,162`	`2,625`	`-`	`335,691`
Series #89PS1	1989 Porsche 911 Speedster	7/31/2018	`165,000`	`470`	`1,771`	`1,238`	`-`	`161,521`
Series #90FM1	1990 Ford Mustang 7Up Edition	7/31/2018	`16,500`	`90`	`464`	`500`	`-`	`15,446`
Series #95BL1	1995 BMW M3 Lightweight	7/12/2018	`118,500`	`870`	`-`	`889`	`-`	`116,742`
Series #98DV1	1998 Dodge Viper GTS-R	10/11/2018	`130,000`	`954`	`2,314`	`975`	`-`	`125,757`
Series #06FS1	2006 Ferrari F430 Spider	10/19/2018	`199,000`	`1,463`	`774`	`1,493`	`195,271`	`-`
Series #02AX1	2002 Acura NSX-T	11/30/2018	`108,000`	`793`	`1,944`	`810`	`-`	`104,452`
Series #99LE1	1999 Lotus Esprit Sport 350	12/4/2018	`69,500`	`510`	`1,770`	`521`	`-`	`66,699`
Series #91MV1	1991 Mitsubishi 3000VT GR4	12/7/2018	`38,000`	`279`	`600`	`500`	`-`	`36,621`
Series #94DV1	1994 Dodge Viper RT/10	12/26/2018	`57,500`	`388`	`1,841`	`500`	`-`	`54,771`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	12/26/2018	`165,000`	`1,114`	`2,219`	`1,238`	`-`	`160,430`
Series #00FM1	2000 Ford Mustang Cobra R	1/4/2019	`49,500`	`364`	`862`	`500`	`47,774`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	1/4/2019	`124,500`	`542`	`2,474`	`934`	`-`	`120,551`
Series #06FG1	2006 Ford GT	1/8/2019	`320,000`	`2,316`	`3,198`	`2,400`	`-`	`312,086`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	1/25/2019	`84,000`	`567`	`517`	`630`	`-`	`82,286`
Series #80LC1	1980 Lamborghini Countach Turbo	2/11/2019	`635,000`	`4,305`	`9,216`	`4,763`	`-`	`616,716`
Series #02BZ1	2002 BMW Z8	2/11/2019	`195,000`	`1,316`	`2,620`	`1,463`	`-`	`189,601`
Series #88BM1	1988 BMW E30 M3	2/25/2019	`141,000`	`952`	`226`	`1,058`	`-`	`138,765`
Series #63CC1	1963 Chevrolet Corvette Split Window	3/18/2019	`126,000`	`916`	`1,553`	`945`	`-`	`122,586`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	3/22/2019	`189,900`	`1,382`	`1,793`	`1,424`	`-`	`185,301`
Series #75RA1	1975 Renault Alpine A110 1300	4/9/2019	`84,000`	`586`	`3,732`	`630`	`-`	`79,052`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	4/16/2019	`178,500`	`1,272`	`1,903`	`1,339`	`-`	`173,986`
Series #93FS1	1993 Ferrari 348TS Series Speciale	4/22/2019	`137,500`	`1,011`	`1,272`	`1,031`	`-`	`134,186`
Series #90MM1	1990 Mazda Miata	4/26/2019	`26,600`	`196`	`918`	`500`	`-`	`24,986`
Series #61JE1	1961 Jaguar E-Type	4/26/2019	`246,000`	`1,661`	`3,858`	`1,845`	`-`	`238,636`
Series #88PT1	1988 Porsche 944 Turbo S	7/23/2019	`66,000`	`495`	`-`	`500`	`-`	`65,005`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	7/23/2019	`82,500`	`619`	`1,966`	`619`	`-`	`79,297`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	8/19/2019	`597,500`	`4,481`	`11,251`	`4,481`	`-`	`577,286`
Series #99SS1	1999 Shelby Series 1	9/12/2019	`137,500`	`1,375`	`1,815`	`1,031`	`-`	`133,279`
Series #94FS1	1994 Ferrari 348 Spider	9/18/2019	`145,000`	`1,450`	`669`	`1,088`	`-`	`141,794`
Series #61MG1	1961 Maserati 3500GT	9/30/2019	`340,000`	`2,550`	`4,613`	`2,550`	`-`	`330,287`
Series #92CC1	1992 Chevrolet Corvette ZR1	10/2/2019	`52,500`	`525`	`2,875`	`500`	`-`	`48,600`
Series #89FT1	1989 Ferrari Testarossa	10/11/2019	`180,000`	`1,800`	`-`	`1,350`	`-`	`176,850`
Series #80PN1	1980 Porsche 928	11/6/2019	`48,000`	`480`	`-`	`500`	`-`	`47,020`
Series #89FG2	1989 Ferrari 328 GTS	11/14/2019	`127,500`	`1,275`	`1,719`	`956`	`-`	`123,550`
Series #88LL1	1988 Lamborghini LM002	12/9/2019	`292,000`	`2,920`	`3,115`	`2,190`	`-`	`283,775`
Total			`$7,435,700`	`$55,021`	`$92,030`	`$50,226`	`$243,045`	`$6,995,378`

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

Note: Underlying Assets for #06FS1 and #00FM1 were sold and membership distributions to Interest holders were made.

F-59

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

8.Income taxes:

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986. Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2019.

RSE Collection, LLC, as the master series of 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 separately treated as an association taxable as a corporation under Subchapter C of the Code.

9.Earnings (loss) / income per membership interest:

Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the year.

As of the year ended December 31, 2019, 41 Series, excluding Series #77LE1, had closed offerings vs. 16 during the year ended December 31, 2018 and the (losses) / income per membership Interest for each Series were as follows:

F-60

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-60

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Earnings (Loss) Per Membership Interest (EPMI)
			12/31/2019		12/31/2018
Applicable Series	Automobile	Membership Interests	Net (Loss) / Income	EPMI	Net Loss	EPMI
Series #69BM1	1969 Boss 302 Mustang	`2,000`	`(4,471)`	($2.24)	`$(3,473)`	`($1.74)`
Series #85FT1	1985 Ferrari Testarossa	`2,000`	`(5,806)`	(2.90)	`(4,173)`	`(2.09)`
Series #88LJ1	1988 Lamborghini Jalpa	`2,000`	`(6,352)`	(3.18)	`(2,868)`	`(1.43)`
Series #55PS1	1955 Porsche Speedster	`2,000`	`(5,763)`	(2.88)	`(3,678)`	`(1.84)`
Series #95BL1	1995 BMW M3 Lightweight	`2,000`	`(4,41)`	(2.21)	`(1,768)`	`(0.88)`
Series #89PS1	1989 Porsche 911 Speedster	`2,000`	`(4,358)`	(2.18)	`(790)`	`(0.39)`
Series #90FM1	1990 Ford Mustang 7Up Edition	`2,000`	`(4,032)`	(2.02)	`(1,176)`	`(0.59)`
Series #83FB1	1983 Ferrari 512 BBi	`5,000`	`(5,264)`	(1.05)	`(1,831)`	`(0.37)`
Series #98DV1	1998 Dodge Viper GTS-R	`2,000`	`(4,457)`	(2.23)	`(799)`	`(0.40)`
Series #06FS1	2006 Ferrari F430 Spider	`5,000`	`26,702`	5.34	`(879)`	`(0.18)`
Series #93XJ1	1993 Jaguar XJ220	`5,000`	`(2,904)`	(0.58)	`(539)`	`(0.11)`
Series #02AX1	2002 Acura NSX-T	`2,000`	`(3,876)`	(1.94)	`(402)`	`(0.20)`
Series #99LE1	1999 Lotus Esprit Sport 350	`2,000`	`(4,235)`	(2.12)	`(215)`	`(0.11)`
Series #91MV1	1991 Mitsubishi 3000VT GR4	`2,000`	`(4,120)`	(2.06)	`(183)`	`(0.09)`
Series #92LD1	1992 Lancia Delta Martini 5 Evo	`3,000`	`(5,237)`	(1.75)	`(23)`	`(0.01)`
Series #94DV1	1994 Dodge Viper RT/10	`2,000`	`(4,281)`	(2.14)	`(79)`	`(0.04)`
Series #00FM1	2000 Ford Mustang Cobra R	`2,000`	`10,670`	5.34	`-`	`-`
Series #72MC1	1972 Mazda Cosmo Sport	`2,000`	`(4,284)`	(2.14)	`-`	`-`
Series #06FG1	2006 Ford GT	`5,000`	`(4,964)`	(0.99)	`-`	`-`
Series #11BM1	2011 BMW 1M, 6-Speed Manual	`2,000`	`(3,557)`	(1.78)	`-`	`-`
Series #80LC1	1980 Lamborghini Countach Turbo	`5,000`	`(4,217)`	(0.84)	`-`	`-`
Series #02BZ1	2002 BMW Z8	`3,000`	`(4,714)`	(1.57)	`-`	`-`
Series #88BM1	1988 BMW E30 M3	`3,000`	`(3,821)`	(1.27)	`-`	`-`
Series #63CC1	1963 Chevrolet Corvette Split Window	`2,000`	`(3,657)`	(1.83)	`-`	`-`
Series #76PT1	1976 Porsche 911 Turbo Cabrera	`3,000`	`(3,669)`	(1.22)	`-`	`-`
Series #75RA1	1975 Renault Alpine A110 1300	`3,000`	`(3,413)`	(1.14)	`-`	`-`
Series #65AG1	1965 Alfa Romeo Giulia Sprint Speciale	`2,000`	`(3,385)`	(1.69)	`-`	`-`
Series #93FS1	1993 Ferrari 348TS Series Speciale	`2,000`	`(1,530)`	(0.77)	`-`	`-`
Series #90MM1	1990 Mazda Miata	`5,000`	`(1,183)`	(0.24)	`-`	`-`
Series #61JE1	1961 Jaguar E-Type	`3,000`	`(3,048)`	(1.02)	`-`	`-`
Series #88PT1	1988 Porsche 944 Turbo S	`2,200`	`(1,322)`	(0.60)	`-`	`-`
Series #65FM1	1965 Ford Mustang 2+2 Fastback	`2,000`	`(2,697)`	(1.35)	`-`	`-`
Series #94LD1	1994 Lamborghini Diablo SE30 Jota	`5,000`	`(2,597)`	(0.52)	`-`	`-`
Series #99SS1	1999 Shelby Series 1	`1,000`	`(1,612)`	(1.61)	`-`	`-`
Series #94FS1	1994 Ferrari 348 Spider	`2,000`	`(870)`	(0.44)	`-`	`-`
Series #61MG1	1961 Maserati 3500GT	`5,000`	`(1,676)`	(0.34)	`-`	`-`
Series #92CC1	1992 Chevrolet Corvette ZR1	`2,000`	`(643)`	(0.32)	`-`	`-`
Series #89FT1	1989 Ferrari Testarossa	`4,000`	`(1,922)`	(0.48)	`-`	`-`
Series #80PN1	1980 Porsche 928	`5,000`	`(487)`	(0.10)	`-`	`-`
Series #89FG2	1989 Ferrari 328 GTS	`1,700`	`(461)`	(0.27)	`-`	`-`
Series #88LL1	1988 Lamborghini LM002	`2,000`	`(1,378)`	(0.69)	`-`	`-`

F-61

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE C - RELATED PARTY TRANSACTIONS

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.

Officer and Affiliate Loans

Individual officers and affiliates of the Manager have made loans to the Company to facilitate the purchase of collectible Assets prior to the closing of a Series’ offering. Each of the loans and related interest have been paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record and the custody broker and their respective affiliates, from the proceeds of a closed offering, the Assets was transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Asset.

The table below indicates the timing of the loans made to the Company by officers and affiliates of the Manager and the associated accrued interest and principal payments made at the timing of the respective Series associated with the Underlying Assets originally acquired by the respective loans. For any future Series for which the Company receives a loan to finance the acquisition of the Underlying Asset, the Company intends to repay any such outstanding related-party loans plus accrued interest upon completion of the applicable related offerings.

Related Party Transactions: Officer and Affiliate Loans
Loan	Series	Principal	Accrued Interest	Status	Loan Date	Annual Interest Rate	Offering Closed Date
Loan 1	#77LE1	`$69,400`	`$241`	Repaid from proceeds	10/3/2016	0.66%	4/13/2017
Loan 2	69BM1	`97,395`	`821`	Repaid from proceeds	10/31/2016	0.66%	2/9/2018
Loan 4	#85FT1	`47,500`	`401`	Repaid from proceeds	6/1/2017	1.18%	2/16/2018
Loan 3	#88LJ1	`119,676`	`1,126`	Repaid from proceeds	11/23/2016	0.68%	4/12/2018
Loan 5	#55PS1	`20,000`	`228`	Repaid from proceeds	7/1/2017	1.22%	6/6/2018
Loan 6	#55PS1	`100,000`	`550`	Repaid from proceeds	2/15/2018	1.81%	6/6/2018
Loan 7	#93XJ1	`25,000`	`336`	Repaid from proceeds	3/2/2018	1.96%	11/7/2018
Loan 8	#95BL1	`10,000`	`60`	Repaid from proceeds	3/30/2018	1.96%	7/12/2018
Loan 9	#93XJ1	`145,000`	`4,767`	Repaid from proceeds	3/2/2018	10.00%	7/1/2018
Loan 10	98DV1	`80,000`	`513`	Repaid from proceeds	6/28/2018	2.34%	10/6/2018
Loan 11	#02AX1	`100,000`	`481`	Repaid from proceeds	9/21/2018	2.51%	11/30/2018
Loan 12	#99LE1	`62,100`	`243`	Repaid from proceeds	10/9/2018	2.55%	12/4/2018
Additional		`1,900`	`-`	Repaid additional amount outstanding			6/6/2018
Amounts repaid as of 12/31/2018		`$(877,971)`	`$(9,767)`
Balance 12/31/2018		`$-`	`$-`

Note: $1,900 additional loan not related to a specific Underlying Asset, originally intended for additional Underlying Asset acquisitions, but repaid.

Note: Principal not including $205,000 and accrued interest not including $309 related to the J.J. Best third-party loan.

Note: Series #77LE1 Interests were issued under Rule 506(c) and as such Series #77LE1 has not been broken out as a separate Series in the financial statements but is included in the table above.

As of December 31, 2019, and as of December 31, 2018, no loans to the Company were outstanding to either officers or affiliates of the Manager.

F-62

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-62

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE D -DEBT

On April 30, 2019, the Manager and the Company, including an affiliate of the Manager, entered into a $1.5 million revolving line of credit (the “LoC”) with Silicon Valley Bank. The LoC allowed the Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) and (ii) 6.0%. Interest expense was paid monthly by the Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Manager and the Company cancelled the LoC and repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.

Simultaneous with the cancellation of the LoC, the Manger and the Company, including an affiliate of the Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allowed the Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrued at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. The Manager expects to replace the DM with permanent financing from Upper90 with similar terms as the DM during the second quarter of 2020.

As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $995,000 were related to automobile assets and the remainder to assets of the affiliate of the Manager, per the table below:

Borrowing Base
Asset Type	Series	Underlying Asset	$ Borrowed	Date Drawn
Automobile	#81AV1	1982 Aston Martin V8 Vantage	`$285,000`	12/20/2019
Automobile	#72FG2	1972 Ferrari 365 GT C/4	`275,000`	12/20/2019
Automobile	#95FF1	1995 Ferrari 355 Spider	`105,000`	12/20/2019
Automobile	#03SS1	2003 Series Saleen S7	`330,000`	12/20/2019
Memorabilia	#98JORDAN	1998 Michael Jordan Jersey	`120,000`	12/20/2019
Memorabilia	#33RUTH	1933 Babe Ruth Card	`74,000`	12/20/2019
Memorabilia	#56MANTLE	1956 Mickey Mantle Card	`9,000`	12/20/2019
Memorabilia	#88JORDAN	1988 Air Jordan III Sneakers	`20,000`	12/20/2019
Memorabilia	#AGHOWL	First Edition Howl and Other Poems	`15,500`	12/20/2019
Memorabilia	ROOSEVELT	First Edition African Game Trails	`17,000`	12/20/2019
Memorabilia	#ULYSSES	1935 First Edition Ulysses	`22,000`	12/20/2019
Memorabilia	#YOKO	First Edition Grapefruit	`12,500`	12/20/2019
Memorabilia	BIRKINBOR	2015 Hermès Bordeaux Birkin	`50,000`	12/20/2019
Memorabilia	HIMALAYA	2014 Hermès Himalaya Birkin	`130,000`	12/20/2019
Memorabilia	#SPIDER1	1963 Amazing Spider-Man #1	`20,000`	12/20/2019
Memorabilia	#BATMAN3	1940 Batman #3	`75,000`	12/20/2019
Total			`$1,560,000`

Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of Company, the remainder are Series of an affiliate of the Manager.

F-63

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

Overview of Revenues

As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Asset assets.

Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying Asset assets or the number of Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.

F-64

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)

Allocation Methodology or Description by Category

Revenue: Revenues from the anticipated commercialization of the collection of Assets will be allocated amongst the Series whose underlying Assets are part of the commercialization events, based on the value of the underlying Asset assets. No revenues attributable directly to the Company or any Series have been generated during the year ended December 31, 2019.

Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series.

Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.

Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).

Brokerage Fee: The Brokerage Fee is paid to the Broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.

Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series. For the offerings for Series #77LE1, Series #69BM1, Series #85FT1, Series #88LJ1 and Series #55PS1, no custody agreement was in place prior to the close of the offerings, and as such, no Custody Fee was due at the time of closing. Should a Custody Fee become applicable for these offerings at a later date, the costs will be borne by the Manager and the Manager will not be reimbursed. For all subsequent offerings, the Custody Fee will be paid for from the proceeds of the offering.

Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs, transportation, professional fees and marketing and other Series related Operating Expenses, are expensed as incurred:

oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.

oPost-closing Operating Expenses are the responsibility of each individual Series.

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:

Insurance: based on the premium rate allocated by value of the Underlying Assets

Storage and transportation: based on the number of Underlying Assets

Professional fees: $100 per Series per month



F-65

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations.

ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series.

iii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series.

iv)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series.

“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

As of December 31, 2019, and December 31, 2018, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to interest holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations”.

NOTE G - INCOME TAX

As of December 31, 2019, and 2018, each individual Series has elected to be treated as a corporation for tax purposes.

No provision for income taxes for the years ended December 31, 2019 and 2018, respectively, has been recorded for any individual Series as all individual Series incurred net losses, except as detailed below. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net deferred tax assets at December 31, 2019 and 2018 are fully offset by a valuation allowance (other than for Series #00FM1, #06FS1 and 2003 Porsche 911 GT2 as described below), and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 and 2018 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.

Series #00FM1 and #06FS1 have sold their primary operating asset in the year ended December 31, 2019 and in addition the Company sold the Underlying Asset 2003 Porsche 911 GT2 prior to the launch of an offering for such Underlying Asset and at the time of the sale the asset was still on the books of the Company and any tax implications of the sale accrue to the members of the Company as it is considered a partnership for tax purposes (see Note A). As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

Provision for income taxes
Series #	#06FS1	#00FM1
Income before provision for income taxes	`34,714`	`14,438`
Reversal of valuation allowance	`(2,145)`	`(1,057)`
Taxed at federal and state statutory rates	`21%`	`21%`
Provision for income taxes	`$6,746`	`$2,711`

Reconciliation of the benefit expense for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Collection has elected to be treated as a partnership; thus, for the years ended December 31, 2019 and 2018 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.

F-66

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2019:

Applicable Series	Federal Tax Benefit at Statutory Rate	Change in Valuation Allowance	Benefit for Income Taxes
Series #77LE1	`$(903)`	`$903`	`$-`
Series #69BM1	`(939)`	`939`	`-`
Series #85FT1	`(1,219)`	`1,219`	`-`
Series #88LJ1	`(1,334)`	`1,334`	`-`
Series #55PS1	`(1,210)`	`1,210`	`-`
Series #95BL1	`(928)`	`928`	`-`
Series #89PS1	`(915)`	`915`	`-`
Series #90FM1	`(847)`	`847`	`-`
Series #83FB1	`(1,105)`	`1,105`	`-`
Series #98DV1	`(936)`	`936`	`-`
Series #93XJ1	`(610)`	`610`	`-`
Series #02AX1	`(814)`	`814`	`-`
Series #99LE1	`(889)`	`889`	`-`
Series #91MV1	`(865)`	`865`	`-`
Series #92LD1	`(1,100)`	`1,100`	`-`
Series #94DV1	`(899)`	`899`	`-`
Series #72MC1	`(900)`	`900`	`-`
Series #06FG1	`(1,042)`	`1,042`	`-`
Series #11BM1	`(748)`	`748`	`-`
Series #80LC1	`(886)`	`886`	`-`
Series #02BZ1	`(990)`	`990`	`-`
Series #88BM1	`(803)`	`803`	`-`
Series #63CC1	`(768)`	`768`	`-`
Series #76PT1	`(770)`	`770`	`-`
Series #75RA1	`(717)`	`717`	`-`
Series #65AG1	`(711)`	`711`	`-`
Series #93FS1	`(321)`	`321`	`-`
Series #90MM1	`(248)`	`248`	`-`
Series #61JE1	`(640)`	`640`	`-`
Series #88PT1	`(277)`	`277`	`-`
Series #65FM1	`(566)`	`566`	`-`
Series #94LD1	`(545)`	`545`	`-`
Series #99SS1	`(339)`	`339`	`-`
Series #94FS1	`(183)`	`183`	`-`
Series #61MG1	`(352)`	`352`	`-`
Series #92CC1	`(135)`	`135`	`-`
Series #89FT1	`(404)`	`404`	`-`
Series #80PN1	`(102)`	`102`	`-`
Series #89FG2	`(97)`	`97`	`-`
Series #88LL1	`(289)`	`289`	`-`
Total	`$(28,345)`	`$28,345`	`-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-67

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-67

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Federal Tax Benefit at Statutory Rate for the Year Ended December 31, 2018:

Applicable Series	Federal Tax Benefit at Statutory Rate	Change in Valuation Allowance	Benefit for Income Taxes
Series #77LE1	$ (778)	$ 778	$ -
Series #69BM1	(729)	729	-
Series #85FT1	(876)	876	-
Series #88LJ1	(602)	602	-
Series #55PS1	(772)	772	-
Series #95BL1	(371)	371	-
Series #89PS1	(166)	166	-
Series #90FM1	(247)	247	-
Series #83FB1	(385)	385	-
Series #98DV1	(168)	168	-
Series #06FS1	(185)	185	-
Series #93XJ1	(113)	113	-
Series #02AX1	(85)	85	-
Series #99LE1	(45)	45	-
Series #91MV1	(38)	38	-
Series #92LD1	(5)	5	-
Series #94DV1	(17)	17	-
Total	$ (5,582)	$ 5,582	-

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-68

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:

Applicable Series	Federal Loss Carry-forward	Valuation Allowance	Net Deferred Tax Asset
Series #77LE1	`$(2,336)`	`$2,336`	`$-`
Series #69BM1	`(1,668)`	`1,668`	`-`
Series #85FT1	`(2,096)`	`2,096`	`-`
Series #88LJ1	`(1,936)`	`1,936`	`-`
Series #55PS1	`(1,982)`	`1,982`	`-`
Series #95BL1	`(1,300)`	`1,300`	`-`
Series #89PS1	`(1,081)`	`1,081`	`-`
Series #90FM1	`(1,094)`	`1,094`	`-`
Series #83FB1	`(1,490)`	`1,490`	`-`
Series #98DV1	`(1,104)`	`1,104`	`-`
Series #93XJ1	`(723)`	`723`	`-`
Series #02AX1	`(899)`	`899`	`-`
Series #99LE1	`(934)`	`934`	`-`
Series #91MV1	`(904)`	`904`	`-`
Series #92LD1	`(1,105)`	`1,105`	`-`
Series #94DV1	`(916)`	`916`	`-`
Series #72MC1	`(900)`	`900`	`-`
Series #06FG1	`(1,042)`	`1,042`	`-`
Series #11BM1	`(747)`	`747`	`-`
Series #80LC1	`(886)`	`886`	`-`
Series #02BZ1	`(990)`	`990`	`-`
Series #88BM1	`(803)`	`803`	`-`
Series #63CC1	`(768)`	`768`	`-`
Series #76PT1	`(770)`	`770`	`-`
Series #75RA1	`(717)`	`717`	`-`
Series #65AG1	`(711)`	`711`	`-`
Series #93FS1	`(321)`	`321`	`-`
Series #90MM1	`(248)`	`248`	`-`
Series #61JE1	`(640)`	`640`	`-`
Series #88PT1	`(277)`	`277`	`-`
Series #65FM1	`(566)`	`566`	`-`
Series #94LD1	`(545)`	`545`	`-`
Series #99SS1	`(339)`	`339`	`-`
Series #94FS1	`(183)`	`183`	`-`
Series #61MG1	`(352)`	`352`	`-`
Series #92CC1	`(135)`	`135`	`-`
Series #89FT1	`(404)`	`404`	`-`
Series #80PN1	`(102)`	`102`	`-`
Series #89FG2	`(97)`	`97`	`-`
Series #88LL1	`(286)`	`286`	`-`
Total	`$(34,400)`	`$34,400`	`-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

F-69

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE G - INCOME TAX (CONTINUED)

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2018, consisting of net operating losses, were as follows:

Applicable Series	Federal Loss Carry-forward	Valuation Allowance	Net Deferred Tax Asset
Series #77LE1	`$(1,433)`	`$1,433`	`$-`
Series #69BM1	`(729)`	`729`	`-`
Series #85FT1	`(876)`	`876`	`-`
Series #88LJ1	`(602)`	`602`	`-`
Series #55PS1	`(772)`	`772`	`-`
Series #95BL1	`(371)`	`371`	`-`
Series #89PS1	`(166)`	`166`	`-`
Series #90FM1	`(247)`	`247`	`-`
Series #83FB1	`(385)`	`385`	`-`
Series #98DV1	`(168)`	`168`	`-`
Series #06FS1	`(185)`	`185`
Series #93XJ1	`(113)`	`113`	`-`
Series #02AX1	`(85)`	`85`	`-`
Series #99LE1	`(45)`	`45`	`-`
Series #91MV1	`(38)`	`38`	`-`
Series #92LD1	`(5)`	`5`	`-`
Series #94DV1	`(17)`	`17`	`-`
Total	`$(6,237)`	`$6,237`	`$-`

Note: Series #77LE1 has not been broken out as a separate Series but is included in the table above.

Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.

NOTE H - CONTINGENCIES

COVID-19

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.

F-70

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-70

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE I - SUBSEQUENT EVENTS

Subsequent Offerings

The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.

Asset Disposition

On January 31, 2020, the Company received an unsolicited offer for the 1990 Mercedes 190E 2.5-16 Evo II, for $235,000 vs. the initial purchase price of $251,992 for a loss on sale of $27,766, net of $10,773 of capitalized acquisition expenses. Per the terms of the Company's Operating Agreement, the Company, together with the Company's advisory board has evaluated the offer and has determined that it is in the interest of the Company to sell the 1990 Mercedes 190E 2.5-16 Evo II. In evaluating the offer, the Company took into account current market conditions and the amount of cash that would be liberated from the sale of the 1990 Mercedes 190E 2.5-16 Evo II. The purchase and sale agreement was executed on February 3, 2020. At the time of the sale, no offering for a Series related to the 1990 Mercedes 190E 2.5-16 Evo II had occurred. As such the Underlying Asset was not yet owned by any Series and no interest holders received any distributions.

F-71

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

F-71

RSE COLLECTION, LLC

Notes to Consolidated Financial Statements

NOTE J &NBSP;- RESTATEMENT

During the year ended December 31, 2018, the Company incorrectly included the non-cash membership interests issued as part of the total consideration issued by the Company to the sellers of Series #89PS1 and Series #90FM1, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company. As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as “Investment in classic automobiles” in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities. The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).

The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:

	Series #89PS1
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (160,000)	$ 99,000	$ (61,000)
Net cash used in investing activities	$ (160,000)	$ 99,000	$ (61,000)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 161,521	$ (99,000)	$ 62,521
Net cash provided by financing activities	$ 161,521	$ (99,000)	$ 62,521

	Series #90FM1
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (14,500)	$ 4,125	$ (10,375)
Net cash used in investing activities	$ (14,500)	$ 4,125	$ (10,375)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 15,446	$ (4,125)	$ 11,321
Net cash provided by financing activities	$ 15,446	$ (4,125)	$ 11,321

	Consolidated
	As Originally Filed	Adjustment	As Restated
Cash flows from investing activities:
Investment in classic automobiles	$ (4,150,187)	$ 103,125	$(4,047,062)
Net cash used in investing activities	$ (4,856,619)	$ 103,125	$(4,753,494)

Cash flows from financing activities:
Proceeds from sale of membership interests	$ 2,691,960	$ (103,125)	$ 2,588,835
Net cash provided by financing activities	$ 4,914,409	$ (103,125)	$ 4,811,284

F-72

EXHIBIT INDEX

Exhibit 2.1 - Certificate of Formation (1)

Exhibit 2.2 - Third Amended and Restated Operating Agreement (3)

Exhibit 2.3 - First Amendment to the Third Amended and Restated Limited Liability Company Agreement (5)

Exhibit 2.4 - Second Amendment to the Third Amended and Restated Limited Liability Company Agreement (6)

Exhibit 2.5 - Third Amendment to the Third Amended and Restated Limited Liability Company Agreement (7)

Exhibit 2.6 - Fourth Amendment to the Third Amended and Restated Limited Liability Company Agreement (8)

Exhibit 3.1 - Standard Form of Series Designation (6)

Exhibit 4.1 - Amended and Restated Standard Form of Subscription Agreement (8)

Exhibit 6.1 - Standard Form of Asset Management Agreement (4)

Exhibit 6.2 - Broker of Record Agreement (5)

Exhibit 6.3 - Upper90 Secured Demand Promissory Term Note

Exhibit 8.1 - Amended and Restated Subscription Escrow Agreement (5)

Exhibit 8.2 - Custodian Agreement with DriveWealth, LLC

Exhibit 11.1 - Consent of EisnerAmper LLP

Exhibit 13.1 - Testing the Waters Materials for Series #69BM1 (1)

Exhibit 15.1 - Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017

(3)Previously filed as an Exhibit to Amendment 13 to the Company’s Form 1-A POS filed with the Commission on February 25, 2019

(4)Previously filed as an Exhibit to Amendment 14 to the Company’s Form 1-A POS filed with the Commission on May 3, 2019

(5)Previously filed as an Exhibit to Form 1-U filed with the Commission on June 12, 2019

(6)Previously filed as an Exhibit to Amendment 15 to the Company’s Form 1-A POS filed with the Commission on July 8, 2019

(7)Previously filed as an Exhibit to Amendment 16 to the Company’s Form 1-A POS filed with the Commission on August 29, 2019

(8)Previously filed as an Exhibit to Amendment 18 to the Company’s Form 1-A POS filed with the Commission on October 11, 2019

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RSE COLLECTION, LLC

By: RSE Markets, Inc., its managing member

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

This report has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Christopher Bruno

Name: Christopher Bruno

President of RSE Markets, Inc.

(Principal Executive Officer)

April 29, 2020

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

RSE Markets, Inc.

(Principal Financial Officer)

April 29, 2020

RSE MARKETS, INC.

By: /s/ Christopher Bruno

Name: Christopher Bruno

Title: President

Managing Member

April 29, 2020

CUSTODY AGREEMENT

This Custody Agreement (this “Agreement”) is effective as of ______3/2/2018_______ (the “Effective Date”) by and between RSE Collection, LLC, a Delaware registered limited liability company (“Issuer”), and DriveWealth, LLC, a New Jersey registered limited liability company (“DriveWealth”). Issuer and DriveWealth are hereby referred to collectively as the “Parties” or individually as a “Party.”

RECITALS

A.WHEREAS, DriveWealth is a broker-dealer registered with the U.S. Securities and Exchange Commission (SEC) and a member of the Financial Industry Regulatory Authority (FINRA) that, among other things, serves as custodian for securities of SEC public reporting and non-public reporting, exchange listed and unlisted companies, and facilitates the offering of securities and holds customer funds;

B.WHEREAS, Issuer has issued, or intends to issue, certain Offerings in securities, which may not be exchange listed or public reporting companies, and are exempt from registration, as described on Schedule A (“Security(ies)”);

C.WHEREAS, Issuer wishes to engage DriveWealth, and DriveWealth wishes to accept such engagement, to provide its closing and custody services for the Securities held by purchasers thereof and to perform related services with respect thereto; DriveWealth shall be responsible for the performance of such custodial and related services only to the extent required by this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, and intending to be legally bound, the Parties hereto agree as follows:

1.DEFINITIONS

“Action” shall have the meaning set forth in Section 8.2 of this Agreement.

“ACH” means Automated Clearing House.

“Affiliate” means any person that is directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, one of the Parties. For purposes of this definition, “Control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.

“Applicable Laws and Rules” or “Legal Requirement” shall govern this Agreement and the obligations of the Parties. Applicable Laws and Rules or Legal Requirement shall include all applicable provisions of federal, state and local laws; the rules, regulations, constitution, by-laws and stated policies of FINRA, the SEC, and any other securities exchange, association, or self-regulatory organization (“SRO”) vested with authority over the Parties and/or the transactions contemplated in this Agreement.

“Books and Records” shall have the meaning set forth in Schedule B-1 attached to this Agreement.

“Branding” means trademarks, service marks, domain names, logos, links, navigation and other indicators of origin.

“Closing” shall have the meaning set forth in Schedule B-1 attached to this Agreement.

“Content” means any or all text, images, video, audio, graphics, and other data, products, materials, services, text, pointers, technology, code, language, functions and software, including Branding.

“Customer(s)” shall mean the mutual customers of Issuer and DriveWealth. Customers establish an account at DriveWealth for the sole purpose of purchasing and selling Securities as defined in Schedule A.

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

“Fees” shall have the meaning set forth in Section 4 of this Agreement.

Page 1 of 21

“FINRA” means the Financial Industry Regulatory Authority, Inc. or any successor thereto.

“DriveWealth Branding” means all Branding (other than from Issuer) used by DriveWealth and includes any Branding provided by DriveWealth to Issuer for use on the Issuer Site.

“DriveWealth Account” means a person that has established a brokerage account that can participate in the full suite of services offered through DriveWealth (including, for example, equities), whether or not they are Investors or have purchased the Securities.

“DriveWealth Content” means the Content owned by or licensed for use by DriveWealth, which for the avoidance of doubt shall in no event include Issuer Content.

“DriveWealth Indemnified Parties” shall have the meaning set forth in Section 8 of this Agreement.

“DriveWealth Name” means, and includes, the name of DriveWealth or any of its Affiliates, or the name of any member, stockholder, partner, manager or employee of DriveWealth or any of its Affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction or simulation thereof owned or used by DriveWealth or any of its Affiliates.

“DriveWealth Platform” means such technology owned, operated or made available by DriveWealth or an Affiliate of DriveWealth for Issuer’s use.

“DriveWealth Site” means those internet sites, including but not limited to www.drivewealth.com and the DriveWealth API maintained by DriveWealth for the purpose of offering its services.

“Investor(s)” means a Customer(s) who holds the Securities in a brokerage account with DriveWealth, excluding Issuer.

“Issuer Branding” means all Branding (other than from DriveWealth) used by Issuer and includes any Branding provided by Issuer to DriveWealth for use on the DriveWealth Site.

“Issuer Content” means the Content owned by or licensed for use by, or otherwise permitted to be used by Issuer, which for the avoidance of doubt shall in no event include DriveWealth Content.

“Issuer Indemnified Parties” shall have the meaning set forth in Section 8.4 of this Agreement.

“Issuer Name” means, and includes, the name of Issuer or any of its Affiliates, or the name of any member, stockholder, partner, manager or employee of Issuer or any of its Affiliates, or any trade name, trademark, logo, service mark, symbol or any abbreviation, contraction or simulation thereof owned or used by Issuer or any of its Affiliates, including without limitation the names of the Issuer Sites.

“Issuer Site” means those internet sites and applications as set forth on Schedule A maintained by Issuer or an Affiliate of Issuer for the purpose of offering the Securities.

“Losses” shall have the meaning set forth in Section 8 of this Agreement.

“Offering” means the offering, pursuant to a registration statement under the Securities Act or an exemption therefrom (including pursuant to Regulation A or Rule 506(c) under Regulation D, as the case may be), of Securities to Investors. The Parties acknowledge that for purposes of this Agreement, all sales of Securities pursuant to the Company’s offering statement on Form 1-A, for Securities issued under Regulation A and Form D, for Securities issued under Rule 506(c) of Regulation D, as the case may be, shall be deemed a part of the same Offering.

“Security(ies)” shall have the meaning set forth in the recitals.

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

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

“Services” shall have the meaning set forth in Section 3.1 of this Agreement.

“Shareholder” means the members of Issuer, including each beneficial owner of the Securities.

“Term” shall have the meaning set forth in Section 9 of this Agreement.

Page 2 of 21

2.INSTRUCTIONS

2.1.Unless otherwise explicitly indicated herein, DriveWealth shall perform its duties pursuant to Instructions. As used herein, the term Instruction shall mean a directive initiated by the Issuer, acting directly or through its officers or other Authorized Persons, which directive shall conform to the requirements of this Section.

2.1.1.Authorized Persons. For purposes hereof, an Authorized Person shall be a person or entity authorized to give Instructions for or on behalf of Issuer by written notices to DriveWealth or otherwise in accordance with procedures delivered to and acknowledged by DriveWealth. DriveWealth may treat any Authorized Person as having full authority and may act pursuant to such Authorized Persons instructions unless the notice of authorization contains explicit limitations as to said authority. DriveWealth shall be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from Issuer to the contrary.

2.2.Form of Instruction. Instructions shall be in writing, including via e-mail, and include the signature, which may be in electronic form, of the Authorized Person.

3.CUSTODIAL SERVICES

3.1.Obligations of DriveWealth. DriveWealth’s obligations with respect to the Securities and Offerings is limited to providing closing, settlement, custody and related services for Customer accounts established at DriveWealth pursuant to this Agreement. DriveWealth shall hold, as nominee custodian, the Securities and perform related services with respect to Issuer to the extent explicitly required by specific provisions contained in Schedule B-1 of this Agreement and shall not be responsible for any duties or obligations not specifically allocated to DriveWealth pursuant to this Agreement, which services shall be contingent upon Issuer meeting its obligations as outlined herein and in Schedule B-2, and as limited by Schedule C of this Agreement (collectively, the “Services”). DriveWealth’s obligation to hold the Securities in custody does not include any obligation to notify the Customer of the receipt or failure to receive any amount, to forward to the Customer any notices with respect to the investment, to monitor or report to the Customer as to the performance by or nonperformance of any person with respect to the investment (or the performance or nonperformance by any person of any obligation or term contained in, or imposed by, the investment) or to take enforcement or other action with respect thereto, irrespective of whether DriveWealth has actual or constructive knowledge which may make such action or inaction advisable. DriveWealth may also, in its sole discretion, take such actions as it reasonably deems necessary to perform due diligence or investigation with respect to Issuer and/or any Offering at any time and from time to time.

3.2.Exclusivity. The Parties agree that DriveWealth will be the exclusive provider of closing, settlement, custody, and related Services for Issuer’s Securities Offerings. Because confusion and inconsistencies may arise from the use of multiple recordkeeping and custody systems to hold the Securities in the U.S., unless otherwise agreed to between the Parties, Issuer shall not, during the Term, establish, maintain or permit any other person to establish or maintain on its behalf a similar relationship with a custodian, clearing broker or transfer agent to perform the Services with respect to the Securities.

3.3.Modifications to DriveWealth Systems, Platforms and Operations. DriveWealth upgrades and enhances its platform and amends, modifies and changes its operations and procedures on a consistent basis. DriveWealth reserves the right, therefore, in its sole discretion, to change or modify the DriveWealth Platform at any time and from time to time. DriveWealth will take reasonable steps to ensure that such modifications do not negatively impact the performance of its obligations under this Agreement.

3.4.No Discretionary Authority. Unless and only to the extent specifically described in any separate agreement between DriveWealth and Issuer: (a) DriveWealth shall, at all times, act solely in a passive, non-discretionary capacity with respect to Issuer and each Investor and each brokerage account with DriveWealth maintained by Issuer or each Investor and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any Security or other assets; (b) DriveWealth shall not be

Page 3 of 21

responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of the investment decisions or strategies of any Investor or reviewing the prudence, merits, viability or suitability of any investment decision or strategies made by any Investor, including the decision to purchase or hold the Securities or such other investment decisions or direction that may be provided by any individual or entity with authority over the relevant Investor; and (c) DriveWealth shall not be responsible for directing investments or determining whether any investment or strategy by an Investor or any person or entity with authority to make investment decisions on Investor’s behalf is acceptable under applicable Law.

3.5.Book Entry Securities. The Securities will be book entry securities on DriveWealth’s Books and Records and held for the benefit of the Investors. DriveWealth will maintain, as part of the Services, information as to amounts owed and paid with respect to the Securities to the individual Investors. Accordingly, DriveWealth agrees to accurately maintain its Books and Records and to provide Issuer information from its Books and Records as reasonably requested by Issuer. Issuer shall maintain on its books and records the amount owed and paid to Investors with respect to the Securities and will notify DriveWealth immediately if its record of the amount owed or paid with respect to the Securities to Investors or the position held on Issuer’s books and records is different from the amount that DriveWealth reports to Issuer.

4.FEES AND DEPOSIT

4.1.Deposit. Issuer shall be required to make a good faith cash or cash equivalent deposit at DriveWealth in the amount of ten thousand dollars ($10,000) (“Deposit”). The Deposit will be made into a brokerage account held at DriveWealth for the purpose of deducting Fees owed to DriveWealth, covering errors caused by Issuer, and other items specifically agreed to in writing between the Parties. If DriveWealth is required to withdraw funds from the Deposit, Issuer shall, upon written request from DriveWealth, and within a reasonable time provide additional funds to return the Deposit to the full amount agreed to in this section. The Deposit shall be jointly reviewed by the Parties on an ongoing basis to determine if the Deposit is appropriate. Any alteration to the Deposit must be mutually agreed to by the Parties in writing.

4.1.1.The Deposit shall remain on deposit for a period expiring no later than thirty (30) days subsequent to the Termination Date of this Agreement. Upon the conclusion of such thirty-day period, DriveWealth shall remit, pay and deliver the Deposit to Issuer, less any amounts due to DriveWealth from Issuer pursuant to this Agreement and less any amounts DriveWealth deems, in written agreement with Issuer, appropriate for its protection from any claim or proceeding of any type either pending or threatened. If any legal action or proceeding is not commenced with respect to any such pending or threatened claim within a reasonable time after the Termination Date of this Agreement, any amount withheld by DriveWealth from the Deposit with respect to such claim shall be promptly paid and delivered to Issuer.

4.2.Fees. The fees payable by Issuer to DriveWealth are specified in Schedule D to this Agreement (collectively, the “Fees”). DriveWealth is authorized to debit the Fees or any other obligation of Issuer to DriveWealth automatically from Issuer’s Deposit as such Fees and obligations become due. Issuer will maintain sufficient cash in, and from time to time deposit sufficient funds in, such account to ensure payment of its obligations, including the Fees, to DriveWealth. The Parties acknowledge and understand that the Fees represented in Schedule D are subject to change and that certain Fees, not explicitly stated, may reasonably be passed by DriveWealth through to Issuer. Notwithstanding the foregoing, the Parties will regularly review the appropriateness of the Fees in Schedule D. Any material change to the Fees will require a written amendment to this Agreement.

5.NAMES, BRANDS, WEBSITES AND CONTENT

5.1.Use of DriveWealth Name, DriveWealth Branding and DriveWealth Content. Issuer shall not, and shall cause its representatives not to, without the prior written consent of DriveWealth: (a) use in advertising, publicity, or otherwise any DriveWealth Name, Branding or Content, or (b) represent, directly or indirectly, that Issuer, any

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Affiliate of Issuer, or any representative of Issuer or the Securities have been approved, endorsed, or recommended by DriveWealth or any of its Affiliates. In addition, all use of the DriveWealth Name, Branding or Content and all descriptive materials about the Services used by Issuer on the Issuer Site or elsewhere, must be reviewed and approved by DriveWealth, as to appearance, substance and placement, prior to use by Issuer. DriveWealth may also require a “jump” or other interstitial page in connection with any links or references to DriveWealth or any of its websites or otherwise if deemed necessary by DriveWealth to ensure clear demarcation between any websites or Content of DriveWealth and any websites or Content of Issuer. Issuer understands that any breach hereof may also cause a breach of Applicable Laws and Rules, and Issuer will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

5.2.Use of Issuer Name, Issuer Branding and Issuer Content. DriveWealth shall not, and shall cause its representatives not to, without the prior written consent of Issuer use in advertising, publicity, or otherwise any Issuer Name, Branding or Content. In addition, all use of the Issuer Name, Branding or Content on the DriveWealth Site must be reviewed and approved by Issuer, as to appearance, substance and placement, prior to use by DriveWealth. Issuer may also require a “jump” or other interstitial page in connection with any links or references to Issuer or any of its websites or otherwise to ensure clear demarcation between any websites or content of Issuer and any websites or content of DriveWealth. DriveWealth understands that any breach hereof may also cause a breach of Applicable Laws and Rules, and DriveWealth will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

5.3.No Responsibility for Issuer Site or Issuer Content. DriveWealth is not preparing, endorsing, adopting, reviewing or approving in any way the Issuer Site or Issuer Content or any offering material, including any offering memorandum, or any other materials of any kind prepared by Issuer or on behalf of Issuer (even if prepared by DriveWealth on behalf of Issuer) wherever it may appear, except to the extent that the Issuer Site, Issuer Content or other material specifically references DriveWealth, and then only to the limited extent of such reference.

5.4.No License of Intellectual Property. Except as expressly provided herein, no license or grant of any intellectual property of any nature whatsoever, including any Branding or Content, or any data, business method, patents or applications thereof or similar material shall be deemed granted, licensed or otherwise from either Party (or any Affiliate thereof) to the other (or any Affiliate thereof) under this Agreement.

6.CONFIDENTIAL INFORMATION

6.1.Confidential Information. “Confidential Information” means any information, technical data, or know-how, including, but not limited to, that which relates to specifications, research, product plans, products, services, orders, strategies, forecasts, forecast assumptions, methodologies, models, customers, markets, software, developments, inventions, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”). Confidential Information includes the specific terms of this Agreement, and/or personal information relating to any person (specifically including in information relating to a Shareholder or Customer). Notwithstanding the foregoing, the Books and Records as they pertain to the Securities (and with the permission of the Investors with respect to any personally identifying information), will be made available to Issuer, and shall be Confidential Information as to DriveWealth, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Customer to whom the information pertains by affirmative or negative consent, as permitted by applicable law. Confidential information shall not include information, technical data, or know-how which: (a) becomes generally available without fault on the part of the Receiving Party or any of its Affiliates; (b) is already rightfully in the Receiving Party’s possession prior to its receipt from the disclosing Party; (c) is independently developed by the Receiving Party; (d) is rightfully obtained by the Receiving Party from third parties who are not themselves under an obligation of confidentiality with respect to such Confidential Information; or (e) is otherwise required to be disclosed by law or judicial process; provided, however, that prior to disclosing any Confidential Information as required by Law or judicial order the Receiving Party will, to the extent legally permitted to do so, first notify the disclosing Party of its intent to

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disclose such Confidential Information and will, if so requested by the disclosing Party cooperate with the disclosing Party in efforts to obtain an order granting confidential treatment to any Confidential Information so disclosed

6.2.Use of Confidential Information. The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, in determining beneficial ownership of the Securities, or as otherwise authorized in writing by the Party or Customer to whom the information pertains by affirmative or negative consent, as permitted, and not to disclose or otherwise use such information in any other fashion inconsistent with this Agreement.

6.3.Maintenance of Confidential Information. The Parties agree to maintain Confidential Information with at least the standard of care it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care, and shall not, directly or indirectly: (i) transfer or disclose any Confidential Information to any third party; (ii) use any Confidential Information other than as contemplated under this Agreement; or (iii) take any other action with respect to Confidential Information inconsistent with the confidential and proprietary nature of such information. In the event that either Party or their respective directors, officers, employees, consultants or agents are requested or required by legal or regulatory process to disclose any of the Confidential Information of the other Party, the Party required to make such disclosure shall, to the extent permitted by the Applicable Laws and Rules, give prompt written notice to the other Party so that the other Party may seek a protective order or other appropriate relief. In the event that such protective order is not obtained, the Party required to make such disclosure shall disclose only that portion of the Confidential Information that its counsel advises that it is legally required to disclose. Each Party agrees to notify the other promptly in writing, which may be via e-mail, should it become aware of the possession or use of Confidential Information or any portion thereof by any person not authorized by this Agreement.

6.4.Communications with Regulators and Legal Actions. Issuer and DriveWealth may receive requests for information from regulatory authorities including, but not limited to, the SEC and FINRA. The Parties agree to treat such communications as Confidential Information where such requests reasonably relate to the substance of this Agreement and business relationship between the Parties. To the extent permissible under the Applicable Laws and Rules, each Party agrees to notify the other Party in writing promptly of any material legal or regulatory investigation or action taken against it that may reasonably relate to the Services provided pursuant to this Agreement.

6.5.Intellectual Property Rights. “Intellectual Property” includes copyrightable works, patents, service marks, and trade secrets. Both Parties agree that the right, title, and interest of any intellectual property rights shall remain under the ownership of the respective Party and are not to be conveyed to the other Party of this Agreement. The Parties shall use reasonable efforts to preserve, protect, and keep confidential all Intellectual Property Rights of the other Party.

6.6.Injunctive Relief. Each Party acknowledges that the remedy at law for any breach or threatened breach of its obligations under this section would be inadequate. Each Party agrees that the other Party is entitled to, and hereby consents to the order for, injunctive relief or other equitable relief in the event of any such breach or threatened breach.

6.7.Survival Upon Termination. This section shall survive for a period of three (3) years beyond termination of this Agreement, except with respect to Confidential Information that is personal or identifying information regarding or relating to a Customer, in which case this section shall be indefinite, unless in the case of Issuer such disclosure is authorized by the relevant Customer in connection with the Securities and in the case of DriveWealth is permitted by the Applicable Laws and Rules.

7.REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1.Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

7.1.1.it is duly organized and validly existing under the laws of the jurisdiction of its establishment;

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7.1.2.it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

7.1.3.it has obtained all material consents and approvals and taken all necessary actions for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated by, and to perform its obligations under, this Agreement;

7.1.4.this Agreement will, when executed, constitute lawful, valid and binding obligations on such Party, enforceable in accordance with its terms; and

7.1.5.neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.

7.2.Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to DriveWealth that:

7.2.1.the offer and sale of the Securities are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are (or, with respect to Securities not yet issued, will be) registered or exempt from the registration requirements of any state where Issuer from time to time will offer such Securities;

7.2.2.it will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a similar capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or (ii) provide investment advice with respect to any Customer in respect of any securities, or (iii) with respect to any Customer, hold or have access to any funds or securities (it being understood that the Issuer shall not be deemed to hold or have access to funds or securities by virtue of the Issuer’s manager or the Issuer’s Affiliates being DriveWealth Customers), or extend credit for the purpose of purchasing Securities through DriveWealth, including specifically the Securities; and

7.2.3.Issuer owns the Issuer Name, Issuer Branding, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

7.3.DriveWealth Representations, Warranties and Covenants. DriveWealth represents, warrants and covenants to Issuer that:

7.3.1.it is, and during the term of this Agreement will remain, duly registered and in good standing as a broker-dealer with the SEC and with each State, the District of Columbia, Puerto Rico and the U.S. Virgin Islands; and it is, and during the term of this Agreement will remain, a member firm in good standing with FINRA; and

7.3.2.DriveWealth owns the DriveWealth Branding, DriveWealth Site and DriveWealth Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

7.4.Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. DRIVEWEALTH SPECIFICALLY DISCLAIMS ALL WARRANTIES FOR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER DRIVEWEALTH NOR ANY AFFILIATE OF DRIVEWEALTH WARRANTS THAT THE SERVICE WILL MEET ISSUER’S OR ANY INVESTOR’S REQUIREMENTS OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION GIVEN BY DRIVEWEALTH OR ITS AFFILIATES SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF DRIVEWEALTH’S OBLIGATIONS HEREUNDER.

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8.LIMITATIONS OF LIABILITY; INDEMNIFICATION

8.1.Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

8.2.DriveWealth Indemnification. Issuer agrees to indemnify, defend and hold DriveWealth and its Affiliates and their respective members, shareholders, officers, directors, agents and employees (each a “DriveWealth Indemnified Party” or, collectively, “DriveWealth Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Customer, court, regulator or self-regulatory organization asserting jurisdiction over the DriveWealth Indemnified Party or by any other party against any DriveWealth Indemnified Party insofar as such Action relates to Issuer, any Affiliate of Issuer, the Securities, any Offering, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of Issuer or any person acting in connection with Issuer or on Issuer’s behalf (other than any misstatement or statement about DriveWealth provided by DriveWealth) arising out of or based upon (a) the Issuer Site or the offering circular, including any amended versions thereof; (b) any breach or alleged breach of any of Issuer’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (c) any breach or alleged breach of confidentiality or privacy relating to Issuer’s failure or alleged failure to treat any Customer’s personal or identifying information as confidential pursuant to Section 6; and (d) infringement or misappropriation by Issuer of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Issuer shall indemnify the DriveWealth Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the DriveWealth Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section as such Losses arise, except to the extent that such Losses relate to or result from gross negligence, misfeasance or willful disregard for Law by any DriveWealth Indemnified Party.

8.3.Promptly after receipt by a DriveWealth Indemnified Party of notice of any claim or the commencement of any Action with respect to which a DriveWealth Indemnified Party is entitled to indemnity hereunder, DriveWealth will notify Issuer in writing of such claim or of the commencement of such Action, and Issuer, if requested by the DriveWealth Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the DriveWealth Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the DriveWealth Indemnified Party will be entitled to employ counsel separate from counsel for Issuer and from any other party in such action if counsel for the DriveWealth Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Issuer, in addition to local counsel. If the DriveWealth Indemnified Party elects Issuer to assume the defense of such Action, Issuer will have the exclusive right to settle the claim or proceeding, provided that Issuer will not settle any such claim or Action without the prior written consent of the DriveWealth Indemnified Party, which consent shall not be unreasonably withheld. If the DriveWealth Indemnified Party assumes the defense (with payment of any related costs and expenses by Issuer), the DriveWealth Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the DriveWealth Indemnified Party will not settle any claim or Action without the prior written consent of Issuer, which consent shall not be unreasonably withheld.

8.4.Issuer Indemnification. DriveWealth agrees to indemnify, defend and hold Issuer and its Affiliates and their respective members, shareholders, officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor,

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Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to DriveWealth, any Affiliate of DriveWealth, or the Services, insofar as the Action arises out of or is based upon (a) the DriveWealth Site; (b) any misstatement or statement about DriveWealth provided by DriveWealth to Issuer including, without limitation, any misstatement or statement in any offering circular, including any amended versions thereof; (c) any breach or alleged breach of any of DriveWealth’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by DriveWealth to any third party regarding the use of the DriveWealth Site; and (e) infringement or misappropriation by DriveWealth of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, DriveWealth shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section as such Losses arise, except to the extent that such Losses relate to or result from gross negligence, misfeasance or willful disregard for law by any Issuer Indemnified Party.

8.5.Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify DriveWealth in writing of such claim or of the commencement of such Action, and DriveWealth, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for DriveWealth and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by DriveWealth, in addition to local counsel. If the Issuer Indemnified Party elects DriveWealth to assume the defense of such Action, DriveWealth will have the exclusive right to settle the claim or proceeding, provided that DriveWealth will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by DriveWealth), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of DriveWealth, which consent shall not be unreasonably withheld.

8.6.No Claim Preclusion. Nothing in this Section shall be construed to preclude either Party from making any claim against the other arising out of a failure to perform obligations under this Agreement. Neither Party shall be precluded from claiming or commencing an action for contribution to any amounts the other may be required or otherwise agree to pay to an Investor or other third party, including a regulator, with jurisdiction over the Services.

9.TERM AND TERMINATION

9.1.Term. This Agreement shall become effective on the Effective Date and shall continue in force for so long as the Securities remain on the DriveWealth Platform (the “Term”).

9.2.Termination by Registration. This Agreement shall automatically terminate with respect to Security(ies) offered by Issuer at such time as the Security(ies) become registered with the Depository Trust & Clearing Corporation (“DTCC”) or listed on a national securities exchange.

9.3.Termination for Convenience. This Agreement may be terminated without cause by either Party, upon thirty (30) days prior written notice if there are no Investors or, if there are Investors, after a reasonable period of time (not less than ninety (90) days) to implement the orderly transition specified in Section 9.6.2;

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9.4.Termination for Default: Either Party (the “Terminating Party”) may, at its option, terminate this Agreement, at any time, if: (i) the other Party (the “Defaulting Party”) is in material violation of its obligations under this Agreement; (ii) the Terminating Party provides Defaulting Party with notice that states the nature of the default in reasonable details and requests that Defaulting Party cure the default within thirty (30) calendar days; and (iii) the default is not cured within thirty (30) calendar days after receipt of such notice, or the default cannot be cured. If Terminating Party elects to terminate the Agreement pursuant to this section, such termination will be deemed “Termination for Default.” The following are grounds for Termination for Default:

9.4.1.a receiver, liquidator or trustee of Defaulting Party, or any of its property, is appointed by court order and such order remains in effect for more than thirty (30) days; or Defaulting Party is adjudicated bankrupt or insolvent; or any of its property is sequestered by court order and such order remains in effect for more than thirty (30) days; or a petition is filed against Defaulting Party under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation of law of any jurisdiction, whether now or hereafter in effect, and is not dismissed within thirty (30) days after such filing; or

9.4.2.Defaulting Party files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against under such law; or

9.4.3.Defaulting Party makes an assignment for the benefit of creditors, or admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, trustee or liquidator of Defaulting Party, or of any part of its property; or

9.4.4.Defaulting Party shall fail to perform or observe any term, covenant or condition to be performed or observed by it hereunder and such failure shall continue for a period of thirty (30) days after written notice to Defaulting Party specifying the failure and demanding that the same be remedied. For the purposes of clarity, in the event that DriveWealth’s registration as a broker-dealer in good standing with the SEC or with any State, the District of Columbia, Puerto Rico and the U.S. Virgin Islands is terminated or suspended, or if DriveWealth’s membership in, or good standing with, FINRA is terminated or suspended, shall be grounds for Termination for Default.

9.5.Termination for Force Majeure. In the event of a force majeure that lasts longer than thirty (30) days, the Party not experiencing the force majeure event may terminate this Agreement upon written notice to the other Party.

9.6.Effect of Termination

9.6.1.Actions Upon Termination. Upon the termination of this Agreement, Issuer shall remove all references to any DriveWealth Name, Branding and Content from the Issuer Site or Issuer Content (except for historical content and references contained in SEC filings) and terminate all links on the Issuer Site to any DriveWealth Site. DriveWealth shall remove all references to Issuer Name, Branding and Content from the DriveWealth Site or DriveWealth Content and terminate all links on the DriveWealth Site to any Issuer Site. Each Party shall promptly return or destroy (with certification of destruction) all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Applicable Laws and Rules. Notwithstanding the foregoing, each Party shall only be required to use its commercially reasonable efforts to remove, erase or destroy any Confidential Information stored in automatic electronic archival systems. DriveWealth shall deliver to Issuer or its designee an electronic copy of the Books and Records pertaining to the Securities, which Issuer and its Affiliates shall have a perpetual, royalty-free license to use for any reason they see fit in compliance with applicable Laws.

9.6.2.Cooperation. In all events, if there are one or more Investors at the time of termination, the Parties will cooperate in planning and implementing an orderly transition of the custody of the Securities to such person designated by Issuer authorized under applicable Law to assume custody of the Securities, or to Issuer itself if it is authorized to hold such Securities in custody, or to such other person selected by DriveWealth if Issuer does not so select such person within a reasonable period not to exceed ninety (90)

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days. In all events, Issuer shall pay the reasonable costs of such transition. As part of such a transition, the Parties agree to seek the affirmative or negative consent of Investors to the sharing of Confidential Information necessary for their transition.

9.7.Termination Fee. Termination Fees are set forth in Schedule D.

10.ARBITRATION

10.1.Arbitration Proceedings Disclosure. The parties hereby agree to arbitration and agree and acknowledge the following with respect to arbitration proceedings:

a.Arbitration is final and binding on the parties;

b.The parties are waiving their right to seek remedies in court, including the right to a jury trial;

c.Pre-arbitration discovery generally is more limited than and different from court proceedings;

d.The arbitrators’ award is not required to include factual findings or legal reasoning;

e.A Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited; and

f.The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

10.2.Arbitration Agreement. Any controversy between the parties arising out of this Agreement shall be submitted to arbitration conducted before the American Arbitration Association, and in accordance with its Supplementary Procedures for Securities Arbitration. Arbitration must be commenced by service upon the other Party of a written demand for arbitration or a written notice of intention to arbitrate. Proceedings and hearings will take place in New York, New York. Both Parties waive any right either of them may have to institute or conduct litigation or arbitration in any other forum or location, or before any other body. Arbitration is final and binding on both parties. An award rendered by the arbitrator(s) may be entered in any court of applicable jurisdiction over the parties.

11.GENERAL TERMS AND CONDITIONS

11.1.Compliance with Law. Each Party agrees to comply with all Applicable Laws and Rules.

11.2.Non-exclusive DriveWealth Relationship. DriveWealth reserves the right, without obligation or liability to Issuer, to market and provide either directly, through other parties, or through any other type of distribution channel, services to others that are the same as or similar to the Services provided under this Agreement.

11.3.No Agency. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, co-authorship, or partnership between the Parties or to impose any partnership obligation or liability upon either Party.

11.4.Amendments and Modifications. No change, amendment or modification of any provision of this Agreement will be valid unless set forth in writing and signed by the Parties. The Parties agree that: (i) no employee of the other Party who is not an officer of the other Party, irrespective of his or her general powers, shall have authority to modify this Agreement or waive any of its provisions, either orally or in writing; and (ii) no course of dealing between the Parties nor any waiver in any one or more instances shall be deemed a waiver in any other instance. Under no circumstances may the Parties agree to oral modifications of any terms of this Agreement.

11.5.Assignment. Issuer shall not assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, except by operation of law, without the prior written consent of DriveWealth, which consent may be withheld in DriveWealth’s sole discretion. DriveWealth shall have the right to assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, including an assignment by operation of law, to any Affiliate of DriveWealth that is properly authorized under Applicable

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Laws and Rules to provide the Services by giving notice to Issuer within thirty (30) days of any of the actions listed herein.

11.6.Governing Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, except with respect to the choice of law provisions therein or to the extent inconsistent with FINRA Rules applicable to an arbitration proceeding under Section 10 above.

11.7.No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

11.8.Severability/Validity: if any provisions of this Agreement should become inconsistent with the Applicable Laws and Rules, such provision(s) shall be deemed to be modified to the extent necessary to comply therewith. If any provision or condition of this Agreement is held to be invalid or unenforceable by any court, governmental authority or SRO, such invalidity or unenforceability shall attach only to such provision or condition and only to the extent of such invalidity or unenforceability. The validity of the remaining provisions and conditions shall not be affected, and this Agreement shall continue, and any such invalid or unenforceable provision or condition shall be deemed modified to the extent necessary to be deemed valid and enforceable.

11.9.Construction: This Agreement and all its terms and conditions have been fully reviewed by the Parties. No provision of this Agreement or any related document will be construed against or interpreted to the disadvantage of any Party.

11.10.Notice. Any notice required or permitted under this Agreement shall be in writing and delivered to the receiving Party’s principal place of business as set forth on the signature block to this Agreement in a manner contemplated in this Section and addressed, in the case of DriveWealth, to the attention of its General Counsel or, in the case of Issuer, to its President. Notice shall be deemed duly given (a) if delivered by hand, when received, (b) if transmitted by email, upon confirmation that the entire document has been successfully received, (c) if sent by recognized overnight courier service, on the business day following the date of deposit with such courier service so long as the deposit was made by that overnight courier service’s deadline or on the second business day following the date of deposit if after that overnight courier service’s deadline, or (d) if sent by certified mail, return receipt requested, on the third business day following the date of deposit in the United States mail.

11.11.Entire Agreement. This Agreement and the Schedules hereto and incorporated herein by reference constitute the entire agreement between the Parties and supersede any and all prior agreements or understandings between the parties with respect to the subject matter hereof. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision or other condition which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any purchase order, correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

11.12.Survival. All provisions herein that by their terms or intent are to survive the termination of this Agreement shall so survive, specifically including Sections 4,6,7,8, and 10.

11.13.Headings. The headings used in this Agreement are for convenience only and are not to be construed to have legal significance.

11.14.Third Parties. This Agreement is between the Parties hereto and is not intended to confer any benefits on third parties including, but not limited to, Investors.

11.15.Force Majeure. Neither Party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, acts of terrorism, government interference, strikes and/or walk-outs. In addition, DriveWealth shall not be responsible for downtime or other problems with any website, including the DriveWealth website, caused by

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any public or third party private network, including the Internet or any communications carrier network, or computer hardware or software problems regardless of whether they arise in the ordinary course of business or constitute extraordinary events.

[Space intentionally left blank. Signature page follows.]

This Agreement contains an arbitration agreement.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed by duly authorized officers or representatives as of the Effective Date.

DriveWealth:DRIVEWEALTH, LLC

By: __/s/ Michael J. Dugan_________

Name: Michael J. Dugan

Title: CFO

Address: 97 Main Street, 2^nd Floor, Chatham, NJ 07928

Issuer:RSE COLLECTION, LLC

By: _/s/ Christopher J. Bruno_____

Name: Christopher J. Bruno,

Title: President, RSE Markets, Inc.

Address: 41 W. 25^th Street, 8th Floor, New York, NY 10010

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SCHEDULE A – Securities and Internet Sites Used for Offering Such Securities

1. Description of the Securities.

Membership interests in a specific Series of RSE Collection, LLC (ex. Series #69BM1, Series #88LJ1, Series #85FT1, Series #55PS1, Series #83FB1, Series #93XJ1, etc.) – all Securities are sold under a single SEC-qualified offering circular, as amended from time to time, pursuant to Tier 2 of Regulation A or a private placement memorandum pursuant to Rule 506(c) of Regulation D (ex. Series #77LE1). RSE Collection will create additional Series for each new asset for which an Offering is planned through the Rally Rd.^TM platform.

2. URLs for Internet Sites Used for Offering Such Securities or N/A:

www.rallyrd.com

www.rallyroad.com

Rally Rd. iOS App

Rally Rd. Android App [TBA]

SCHEDULE B-1 –Custody and Related Services by DriveWealth

Pursuant to Sections 3.1 of this Agreement, DriveWealth agrees to provide, perform or make available the following to Issuer:

1.Establishing New Accounts

A.The Parties shall be responsible for complying with the USA PATRIOT ACT and Anti-Money Laundering (“AML”) regulations as well as all Applicable Laws and Rules.

B.DriveWealth will establish accounts for Customers for the purpose of those accounts participating in Issuer’s Offerings on a fully disclosed basis. DriveWealth will be responsible for executing its AML Compliance Program including Customer Identification Program (“CIP”) and Know-Your-Customer (“KYC”) procedures.

C.DriveWealth reserves the right, in its sole discretion, to refuse to establish the account for a Customer for any reason. Issuer will be responsible for obtaining any additional Customer information required by DriveWealth for DriveWealth to make a good verification. If DriveWealth requests additional documentation needed to make a good Customer verification and, if such documentation is not obtained and returned within thirty (30) days of DriveWealth’s request, DriveWealth reserves the right to place trading restriction(s) on the Account including, but not limited to, freezing the Account’s assets, until such time that DriveWealth has received the requested documentation and made a good Customer verification.

D.The Customer applications, agreements, and forms do not convey any rights to Issuer. This Agreement does not act as a substitute for any agreements Issuer is required to execute with the Customer.

2.Scope of Activities

A.Customer accounts established at DriveWealth will be restricted to only trading activities in the Securities. The Customer will not be allowed to participate in other brokerage activities offered through DriveWealth, including the purchase and sale of equities, unless such Customer maintains an additional DriveWealth account(s) that is permitted to engage in such activity.

3.Receipt and Delivery of Funds and Securities

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A.Payment/Delivery: DriveWealth shall perform cashiering functions for Accounts introduced by Issuer. These functions shall include receipt and delivery of Securities; receipt and payment of funds owed by or to Customers; and provision of custody for Securities and funds. Issuer, or Issuer’s intermediary broker-dealer, shall provide DriveWealth with Instructions that are necessary or appropriate to permit DriveWealth to perform its obligations under this Paragraph.

B.Safekeeping of Custodied Assets: In connection with maintaining custody of funds and Securities on deposit in the Accounts, DriveWealth shall be responsible for the safekeeping of all cash and Securities received by it pursuant to this Agreement; provided, however, that DriveWealth shall not be responsible for any funds or Securities delivered by Issuer until such funds or Securities are actually received by DriveWealth or deposited in good deliverable form in accounts maintained by DriveWealth.

4.Closing Services.

A.DriveWealth will conduct closings in which funds are delivered to Issuer’s account in amounts equal to subscription requests Issuer has accepted (when applicable), and Securities identified by a single alpha and or numeric identifier (“Ticker” or “CUSIP”) are transferred into Customer Accounts (actions collectively referred to as a “Closing”). These services include anti-money laundering (“AML”), Office of Foreign Asset Control (“OFAC”) and related services required for any funds transfers.

B.DriveWealth will conduct Closings at Issuer’s Instructions. For Offerings with one Closing for a single Ticker, DriveWealth will conduct the Closing at the time instructed by Issuer or as soon as reasonably practicable thereafter. For Offerings with multiple Closings over time and or with multiple Tickers, DriveWealth may decide, in its sole discretion, and after consultation with Issuer, to limit the number of Closings to a specified number within a designated time period (for instance, one Closing per month).

C.Issuer shall instruct Dwolla to direct funds from Customers’ Dwolla accounts to DriveWealth’s merchant Dwolla account during the Closing process. DriveWealth shall not be responsible for Dwolla clawbacks or other restrictions on a Customer’s Dwolla account that prevents the settlement and closing of the Offering pursuant to the Instructions received. In the event that DriveWealth is unable to settle and close the Offering pursuant to Instructions due to a Dwolla clawback or other restriction, Issuer shall be responsible for the unsettled portion.

D.All Closings are subject to the fees specified in Schedule D.1.

5.Preparation and Transmission of Confirmations

A.DriveWealth Shall be responsible for preparation of confirmations and their transmission to Customers. Issuer shall be responsible for notifying DriveWealth of any additional or special requirements. DriveWealth will provide Issuer with electronic access to copies of all confirmations. Any such confirmations will include Issuer Branding to the extent permitted by the Applicable Laws and Rules.

6.Use of the DriveWealth Platform. DriveWealth will make tools available to Issuer for Issuer to perform or DriveWealth to perform on behalf of Issuer, the following activities with respect to the DriveWealth Platform, subject to the fees specified in Schedule D of this Agreement:

A.make the DriveWealth application programming interface (API) available for Issuer to enable selected DriveWealth functions on the website and or other user interface(s) provided by Issuer. Use will be subject to Issuer passing DriveWealth’s initial security review.

7.Custody and Transfer of Securities. After Issuer has executed a DriveWealth Customer Account Agreement, DriveWealth will, in the ordinary course, and consistent with DriveWealth’s policies and procedures as in existence from time to time, maintain an account for the benefit of Issuer to hold the Securities, whether in certificated or uncertificated form, for Issuer’s benefit and any other securities or cash as may be purchased and/or deposited or held by Issuer in its account with DriveWealth. These services, which are subject to the fees specified in Schedule D and replace certain functions of transfer agents, include the following:

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A.maintaining books and records identifying each Investor, each Investor’s address, the terms of the Securities in which each Investor invests, and a log of all transactions with each Investor (collectively, “Books and Records) in accordance with Law as it does in the ordinary course with respect to any customer of DriveWealth’s holding Securities on the DriveWealth platform;

B.providing Issuer with a mechanism for Issuer to reconcile with Issuer records Investor holdings of the Securities from time to time (at the omnibus level and at the individual beneficial holder level, subject to Issuer maintaining the confidentiality of such information as set forth in Section 6 of this Agreement); and

C.maintain records of identifying information regarding Investors (subject to Section 6 of this Agreement).

8.Additional Custodial Services. As custodian, DriveWealth may provide the following additional services, subject to the fees specified in Schedule D of this Agreement if and when they occur, including but not limited to:

A.transfer cash and the Securities, if permitted, between an Investor account and a DriveWealth Account. Depending on the form of Issuer’s Offerings, Securities may have restrictions on the transfer of beneficial ownership. DriveWealth will, in good faith, attempt to prevent transfers of the Securities without Issuer’s consent, except as required by or pursuant to operation of Law. It is Issuer’s obligation to ensure compliance with transfer restrictions that may apply to Issuer’s Offering of Securities.

B.record and process transactions between Issuer and Investors in the Securities such as cash and securities distributions;

C.process communications between Issuer and Investors regarding the Offering of Securities, transaction confirmations, and other corporate actions; and

D.production and distribution of annual Investor Tax Documents (e.g. 1099’s) as required.

SCHEDULE B-2 – Obligations of Issuer in Connection with Custodial and Related Services

Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining records of Securities, which, if permitted by Law, may be done by evidencing the number of units of the Securities held by DriveWealth as nominee custodian for Customers, and for maintaining accurate and complete records of the aggregate total units of Securities sold and redeemed by Issuer through the DriveWealth platform. Pursuant to its obligations, Issuer shall:

1.based upon the Books and Records provided by DriveWealth or an Affiliate of DriveWealth from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Securities and, if permitted by Law, as held by DriveWealth as nominee custodian for Customers noting that such units are held by “DriveWealth, LLC for the exclusive benefit of its customers”, or if certificated, deliver to DriveWealth an original, duly issued and outstanding unit certificate in the name of “DriveWealth, LLC for the exclusive benefit of its customers” in an amount equal to the number of units of Securities held by Shareholders;

2.maintain an accurate and complete record on its official books and records of the number of units of Securities, if any, held by DriveWealth for DriveWealth’s own benefit, or if certificated, deliver to DriveWealth an original, duly issued and outstanding unit certificate in the name of “DriveWealth, LLC.” in an amount equal to the number of units of Securities held by DriveWealth;

3.provide to DriveWealth a statement and attestation, on a monthly basis and in such form as DriveWealth may reasonably require (e.g., through a designated website or email to DriveWealth’s operations department), indicating the number of units of the Securities recorded in Issuer’s records as being held by “DriveWealth, LLC. for the exclusive benefit of its customers” and as being held by DriveWealth itself for its own benefit, if any, as of the last day of each month, and, if certificated, attesting to (A) the authenticity of the certificate(s) in DriveWealth’s possession, (B) that the certificate(s) represent(s) the number of units of Securities represented in Issuer’s records, and (C) that the certificate(s) in DriveWealth’s possession is/are recorded on Issuer’s official

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books and records as “DriveWealth, LLC. for the exclusive benefit of its customers” and “DriveWealth, LLC”, respectively;

4.upon DriveWealth’s reasonable determination that there is risk of material misinformation with regard to Issuer’s books and records, provide DriveWealth with the option and opportunity to audit, or have a third party audit on DriveWealth’s behalf, Issuer’s books and records to confirm any information maintained by Issuer under the Agreement and authorize DriveWealth to contact Issuer’s auditors and request that they provide confirmation of such information, all at Issuer’s sole expense;

5.provide DriveWealth, on a monthly basis, assurance in such form as DriveWealth may reasonably require (e.g., through a designated website or email to DriveWealth’s operations department), that the Securities identified in Issuer’s books and records as held by “DriveWealth LLC for the exclusive benefit of its customers” and/or “DriveWealth LLC” or that the units evidenced by certificate(s) in such names are not subject to any right, charge, security interest, lien, or claim of any kind in favor of Issuer or any person claiming through Issuer and that all such Securities issued and outstanding for the prior month have been validly authorized, duly and validly issued, fully paid and are non-assessable and free of restrictions on transfer other than restrictions on transfer that have been provided to DriveWealth by Issuer;

6.provide DriveWealth, pursuant to such methods as DriveWealth may reasonably require (e.g., through a designated website or email to DriveWealth’s operations department), and at such times as DriveWealth may reasonably require, information indicating the per unit value of the Securities, which shall constitute an instruction to DriveWealth to communicate to Investors that unit value as the then current value of the Securities and to update Investor account values accordingly. Such unit value shall be provided as of the end of each calendar year if the Securities are held in individual retirement arrangement (“IRA”) or related accounts, per United States of America Internal Revenue Service (“IRS”) requirements. Such unit value will be in compliance with all applicable laws and regulations, including but not limited to FINRA Rule 2310 and 2340 relating to direct participation programs (“DPP”) and unlisted real estate investment trusts (“REIT”).

7.provide DriveWealth, pursuant to such methods as DriveWealth may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by DriveWealth from time to time in order for DriveWealth to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by DriveWealth to Shareholders); and; and

8.provide to DriveWealth, in such form and at such time as DriveWealth may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that DriveWealth believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Securities.

SCHEDULE C – Services Specifically NOT Provided

Unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by DriveWealth or any Affiliate of DriveWealth under this Agreement:

1.Issuer explicitly understands that DriveWealth provides no tax, legal, or investment advice of any kind, nor does DriveWealth give advice or offer opinions with respect to the nature, potential value, or suitability of any Securities transaction or Customer investment strategy. Issuer will not hold, nor seek to hold, DriveWealth or any of its officers, directors, employees, agents, subsidiaries, or affiliates liable for losses incurred by Customers from participating in Issuer’s Offering.

2.Services Under Separate Agreement. This Agreement does not address nor authorize DriveWealth to provide, investment banking or underwriter services to Issuer, to act as an underwriter or selling group member, to issue the Securities, to provide advice or advisory services in connection with the services as set forth in Schedule B, to

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recommend the Securities or the Offering, or to make any suitability determinations with respect to any DriveWealth Customer. DriveWealth is not committing to and does not intend to purchase any of the Securities for its own account or that of an Affiliate. However, Issuer and DriveWealth understand and agree that, in addition to the services provided herein and under a separate agreement (a “Selling Agreement”) which may be entered into between Issuer or sales agent and DriveWealth, DriveWealth may participate in the Offering as a dealer in the sale of the Securities. In its capacity as a dealer, DriveWealth shall be entitled to receive a reallowance on commissions in accordance with the Selling Agreement, which shall be compensation for DriveWealth's portion of the commissions as a Dealer and shall be separate and distinct from the fees set forth in Schedule D of this Agreement.

3.No Approval of Issuer Content. DriveWealth is not preparing, endorsing, adopting, or approving in any way any offering memoranda or other offering documents, SEC, state or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material or Content specifically reference the DriveWealth Name, Branding, Content, or descriptive materials about the Services, and then only to the extent of such references and specifically not including other portions of such website or materials or (ii) otherwise as specifically provided by DriveWealth or any of its Affiliates for inclusion by Issuer in such offering memoranda or other offering documents, SEC, state or other regulatory filings, or sales or marketing material or Issuer Site.

4.No Setting, Reviewing or Guaranteeing of Price, Tax or Other Data. DriveWealth is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending or guaranteeing any price for the Securities, or giving any opinion with respect to the accuracy, reliability or completeness of any data or information about the Securities appearing on a DriveWealth Site or elsewhere. DriveWealth is relying on Issuer for all such data and information. DriveWealth is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (such as 1099s).

5.Due Diligence. DriveWealth will not be responsible for conducting due diligence on any Securities offered by Issuer. Issuer (or its intermediary broker-dealer) shall be responsible for conducting due diligence and determining whether Customer participation in an Offering is appropriate based on suitability factors and other determinations.

6.Instructions. DriveWealth will only settle Offerings pursuant to Issuer or Issuer’s intermediary broker-dealer’s Instructions.

7.Marketing and Promotion. DriveWealth shall not be responsible for preparing marketing or promotional material for Offerings or Securities. Issuer will be solely responsible for the costs associated with the preparation of all marketing and promotional materials.

SCHEDULE D – Fees and Other Costs

1.Closing and Book Entry Custody Fees.

a.Reserved when DriveWealth is compensated by an intermediary broker dealer instead of Issuer, or

b.Fifty basis points (50 bps) of the dollar value of the Issuer Securities placed in Customer Accounts at DriveWealth, which may be already issued or issued pursuant to an Offering, payable at the time of Closing.

2.DriveWealth Platform Fees.

a.Reserved when DriveWealth is compensated by an intermediary broker dealer instead of Issuer, or

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b.Twenty-Five basis points (25 bps) of the dollar value of the Issuer Securities placed in Customer Accounts at DriveWealth, which may be already issued or issued pursuant to an Offering, payable at the time of Closing. Note that this service is not separable from the services above.

3.Due Diligence Fees.

a.Reserved when issuer due diligence is performed by an intermediary broker dealer or third-party due diligence firm instead of DriveWealth, or

b.Issuer shall pay DriveWealth fees (whether charged by DriveWealth or by a third party) related to conducting due diligence with respect to Issuer, any Offering in a specific Series of Issuer, or any principal or other person associated with Issuer that DriveWealth deems necessary or appropriate, which may be up to $5,000 in the aggregate but may be greater if additional efforts are necessary to conduct adequate due diligence. DriveWealth understands that Offerings by Issuer are prepared by a professional legal firm, largely standardized, covered under one Regulation A+ offering circular (as amended from time to time), and will endeavor to minimize related diligence fees accordingly. DriveWealth will provide an estimate of Due Diligence Fees upon receipt of diligence materials and consult with Issuer before deciding to incur additional costs in excess of the estimate and will only incur such fees with the agreement of both Parties. Due Diligence Fees are payable even if no Securities are issued.

4.Fee for Termination and Transfer of Securities Pursuant to Section 9 Not Related to the Failure of an Offering to be Completed. For terminations pursuant to Sections 9.3, 9.4, and 9.5 that are not related to and do not arise from the failure of an Offering to be completed under the terms of this Agreement, and for which there are any Shareholders for DriveWealth to transfer to another firm, Issuer shall pay a termination fee ("Termination Fee") that is the lesser of (a) $10,000, or (b) the current number of Shareholders of Securities as established at the time of transition, multiplied by $2.50; provided, however, that the Termination Fee shall not apply for terminations under 9.3 if the termination is by DriveWealth. This Termination Fee does not apply if Securities are transferred through the DTCC ACAT system to other custodians, though the transfer fees paid by Customers in Section 6 below would apply. Further, this Termination Fee does not apply to terminations pursuant to any other provision of Section 9.

5.Administrative Expenses. Issuer shall bear and pay all costs, fees and expenses relating to the preparation, printing, filing and dissemination of information relating to the Securities issued to Shareholders pursuant to each Offering and any amendments or supplements thereto, including any federal or state fees imposed on Issuer or on DriveWealth relating to the Offering, including but not limited to any costs, fees or expenses incurred by DriveWealth in connection with the filing of documents with regulatory authorities (such as costs for federal and state filings of the Offering under Regulation D (e.g., Form D) or Regulation A of the Securities Act (e.g., Form 1-A and FINRA Rule 5110)), and any fees or expenses relating to the issuance and/or delivery of the Securities (such as transfer agent fees, certificate fees, DTCC fees, NSCC fees). DriveWealth understands that Offerings by Issuer are largely standardized, covered under one offering circular, and will disclose any such administrative expenses to Issuer in advance of incurring them and endeavor to minimize such administrative fees accordingly.

6.Service Fees. Based upon Issuer request and specific requirements provided by Issuer, an Issuer may be charged the following service fees:

a.Securities Proxy, Corporate Action, and Corporate Communication Fees – to the extent Issuer requests DriveWealth to distribute corporate communications and process Investor voting, Issuer will be charged the following fees for corporate action and communication processes, as well as processing of any resultant tax documents or Customer inquiries (as described in Supplemental Tax Document Processing below). Note that fees will only apply to the processing of these actions for Securities, not those publicly traded securities for which such actions are processed via DTCC, though similar fees do apply for proxy services for public securities.

i.Involuntary corporate action (e.g., split, symbol change) – [TBD]

ii.Voluntary corporate action (e.g., rights offering) – [TBD]

iii.Proxy solicitation, voting, tabulation – [TBD]

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b.Customer Service – Issuer will endeavor to manage most Customer service inquiries from Investors directly. Inquiries specifically related to brokerage services will be directed to DriveWealth only when necessary; inquiries related to DriveWealth Accounts will be directed to DriveWealth. Should the level of Customer support required by DriveWealth directly attributable to Issuer become burdensome, DriveWealth will notify Issuer and the Parties will in good faith negotiate an associated support fee.

c.Securities Dividend, Interest, Principal Payments, Return of Capital and Other Corporate Cash Flows – to the extent Issuer requests DriveWealth to process and distribute corporate cash flows, Issuer will be charged the following fees for processing corporate cash flows and any resultant tax documents or Customer inquiries. Note that such fees only apply to the processing of these actions for Securities, not those publicly traded securities for which such actions are processed via DTCC.

i.[TBD]

d.Securities Review for Purchase by IRA Accounts – to the extent Issuer requests the Securities to be available for purchase by IRA accounts, a one-time fee will be charged per Offering identified on Schedule A for evaluation, which may or may not result in approval.

i.[TBD]

e.Supplemental Tax Document Processing – to the extent Issuer requests document processing services beyond the activities set forth in Schedule B-1, including, but not limited to, processing document corrections based on reclassification of disbursements or additional processing of tax documents (e.g., corrected 1099s), additional fees may be charged at the time and at the rate incurred by DriveWealth plus overhead.

f.Securities Transfers and Secondary Transactions – to the extent Issuer requests that DriveWealth maintain any restrictions on the transfer of beneficial ownership, or allows for transfers of its Securities, DriveWealth will, in good faith, attempt to prevent transfers of the Securities without Issuer’s consent, except as required by or pursuant to operation of Law. DriveWealth understands that Issuer plans to conduct regular auctions (each an “Auction”) for its Securities facilitated by one or more third party-broker dealers (each, a “Third-Party B/D”), where Customers will have the ability to buy and sell the Securities. At the end of any such Auction, the Third-Party B/D will deliver, either directly or through the Rally Rd.^TM platform, as the case may be, a file of secondary transactions (“File”) for DriveWealth to process, under separate agreement with that Third-Party B/D. Issuer will be charged fees for processing such transfers of book entry shares from one DriveWealth Customer account to another DriveWealth Customer account, or back to Issuer through an issuer redemption or similar program. The initial fee for processing these secondary transactions will be the number of hours of work by DriveWealth or its agents on such Files, with a minimum charge of 30 minutes per File processed, multiplied by the Hourly fee for additional DriveWealth Services set forth in this agreement for non-executive operational support. Should the level of support required by DriveWealth to process Auction transactions become burdensome, DriveWealth will notify Issuer and the Parties will in good faith negotiate an updated fee for DriveWealth’s services and or fees for DriveWealth to automate some or all of these services, as well as any necessary alternative trading system (“ATS”) set-up fees.

g.DTCC eligibility filing on UW Source – to the extent Issuer requests that DriveWealth file for DTCC eligibility using the DTCC UW Source application, a one-time fee will be charged per Security identified on Schedule A for submission, which may or may not result in DTCC approval. For DTCC eligibility applications outside of the UW Source application, this fee will increase to reflect DTCCs higher fee for applications submitted outside of UW Source. Additional fees apply for DriveWealth to refile a DTCC submission. Issuer is responsible for obtaining a CUSIP for its Offering prior to the DTCC submission, and providing that CUSIP, finalized offering documents (SEC qualified for Regulation A) if applicable, and a legal opinion to DriveWealth for submission to DTCC.

h.Hourly fee for additional DriveWealth Services - $100 per hour per person involved, other than non-executive operational staff which will be billed at $50 per hour per such person, plus ordinary and customary travel expenses, if applicable, in providing services that are either not explicitly provided for in the Agreement or are not the then-standard DriveWealth services. Services to which such fees apply include, but are not limited to, non-standard reporting, non-standard closing processes, additional or differentiated system features and any other form of additional services. Any third-party fees incurred in

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the provision of such services will be passed to Issuer. Such additional services will only be undertaken with the mutual agreement of both parties.

i.Issuer Branding - To the extent permissible under the Applicable Laws and Rules, Issuer may request in writing that DriveWealth send confirmations with Issuer's branding. DriveWealth will pass through additional fees for such branding customization.

7.Fees to DriveWealth Accounts and Customers. To the extent that a Customer establishes an account(s) which can participate in the full suite of brokerage activities offered through DriveWealth, DriveWealth in its sole discretion may charge fees related to the DriveWealth Account as such fees are not obligations of Issuer, but a Customer will not be charged any fees for holding, purchasing or selling any Securities of Issuer in the Customer Account.

8.Minimum Fees.

a.Each Closing that is processed for Issuer is subject to a minimum fee to DriveWealth of $500, if the sum of the fees in section 1 and 2 above are less than this minimum.

b.DriveWealth shall also be entitled to a minimum monthly fee of $1,000 from the relationship with Issuer, beginning on the month of the first Closing, or the month the first Customer Securities are deposited into DriveWealth accounts, whichever occurs first. For the purpose of clarity, should the monthly fee due to DriveWealth in the aggregate from the fees outlined in sections 1, 2 and 6 above, as well as this section 8, be less than $1,000 in any month during the Term, Issuer shall pay the DriveWealth the Minimum Fee.

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1-K: Filer Information

Submission Contact Information

1-K: Tab 1 Notification

Address of Principal Executive Offices

1-K: Summary Information Regarding Prior Offering and Proceeds

Summary Information

Fees in connection with this offering and names of service providers.