Regulation A

 

PRELIMINARY OFFERING CIRCULAR

DATED JUNE 10, 2020

 

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

 

Collectable Sports Assets, LLC

 

333 Westchester Avenue, Suite W2100

White Plains, NY 10604

914-372-7337

www.collectable.com

 

Best Efforts Offering of Series Membership
Interests

 

Collectable Sports Assets, LLC, a Delaware
series limited liability company (“we,” “us,” “our,” “CSA” or the “Company”)
is offering, on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”)
of membership interests of each of the series of the Company described below in the “Series Membership Interests Overview”
and in the “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” section of this Offering Circular. The sale of membership
interests is being facilitated by North Capital Private Securities Corporation (the “BOR” or “NCPS”),
a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and member
of FINRA, which is registered in each state where the offer or sales of the Interests will occur. It is anticipated that Interests
will be offered and sold only in states where the BOR is registered as a broker-dealer. For the avoidance of doubt, the BOR does
not and will not solicit purchases of Interests or make any recommendations regarding the Interests to prospective investors.

 

All of the series of the Company offered
hereunder may collectively be referred to herein as the “Series” and each, individually, as a “Series”.
The interests of all Series described above may collectively be referred to herein as the “Interests” and each,
individually, as an “Interest” and the offerings of the Interests may collectively be referred to herein as the “Offerings”
and each, individually, as an “Offering.” See “Description of the Interests Offered” for additional
information regarding the Interests.

 

 

 

Each Offering is being conducted under
Tier II of Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular
format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where
the BOR is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription
process will be held in a non-interest-bearing escrow account with NCPS, which also is acting as the escrow agent (“Escrow
Agent”), and will not be commingled with the operating account of the Series, until, if and when there is a Closing with
respect to that Series. See “Plan of Distribution and Subscription Procedure” and “Description of Interests
Offered” for additional information.

 

 

Series Membership
Interests Overview

Price
to Public
Underwriting
Discounts & Commissions (1)(2)(3)
Proceeds
to Issuer
Proceeds
to other persons(4) 
           
Series #RUTHGEHRIGBALL Per
Unit
$20.00 $0.20 $–  
  Total
Minimum
$61,875 $1,619 $– $60,100
  Total
Maximum
$101,250 $2,013 $1,638 $95,800
           
Series #JORDANBGS9.5 Per
Unit
$20.00 $0.20 $–  
  Total
Minimum
$51,750 $1,518 $– $50,120
  Total
Maximum
$161,000 $2,610 $8,570 $147,020  
           
Series #CURRYBASKET Per
Unit
$20.00 $0.20 $–  
  Total
Minimum
$34,075 $1,341 $– $32,830
  Total
Maximum
$76,375 $1,764 $3,761 $69,550
           
Series #LEBRONROOKIE Per
Unit
$20.00 $0.20 $–  
  Total
Minimum
$30,000 $1,300 $– $28,680
  Total
Maximum
$80,000 $1,960 $7,660 $84,780
           
Series #KAWHIBASKET Per
Unit
$20.00 $0.20 $–  
  Total
Minimum
$18,000 $1,180 $– $18,230
  Total
Maximum
$108,000 $2,080 $9,390 $94,730
           

 

(1) NCPS will be acting as a broker of record and entitled
to a Brokerage Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure
– Broker” and “– Fees and Expenses” for additional information.

 

(2) We expect to engage a firm to act either as a transfer
agent or as custodian of interests and hold accounts for interest holders in connection with the Company’s offerings (either,
a “Custodian”). It is anticipated that the Custodian will be entitled to a Custody Fee as reflected herein and described
in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees
and Expenses” for additional information.

 

(3) No underwriter has been engaged in connection with
the Offering (as defined below) and neither the BOR, nor any other entity, receives a finder’ fee or any underwriting or
placement agent discounts or commissions in relation to any Offering of Interests (as defined below).

 

(4) See “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING
ASSETS”.

 

 

 

The Company is managed by CS Asset Manager,
LLC, a Delaware limited liability company (the “Manager”).

 

It is anticipated that the Company’s
core business will be the identification, acquisition, marketing and management of memorabilia and collectible items, collectively
referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Series assets
referenced in the “Use of Proceeds and Description of Underlying Assets” section may be referred to herein, collectively,
as the “Underlying Assets” or each, individually, as an “Underlying Asset.” Any individuals, dealers or
auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential
offering or the closing of an offering from which proceeds are used to acquire the Underlying Asset may be referred to herein
as an “Asset Seller.” See “Description of the Business” for additional information regarding Asset
Classes.

 

The Manager also will serve as the asset
manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets in
accordance with each Series’ asset management agreement.

 

Interests represent an investment in a
particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager
generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with that
Series. However, we expect that the operations of the Company, including the issuance of additional Series of Interests and
their acquisition of additional assets, will benefit Investors by enabling each Series to benefit from economies of scale.

 

A purchaser of the Interests may be
referred to herein as an “Investor” or “Interest Holder.” There will be a separate closing
with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to
occur of (i) the date subscriptions for the Total Maximum Interests for a Series have been accepted or (ii) a date
determined by the Manager in its sole discretion, provided that subscriptions for the Total Minimum Interests of such Series have
been accepted. If a Closing has not occurred, an Offering will be terminated upon the earlier of: (i) the date which is one
year (which period may be extended with respect to a particular Series by an additional six months by the Manager in its
sole discretion) from the date the Offering Circular or Amendment, as applicable, that is applicable to that Series is qualified
by the U.S. Securities and Exchange Commission (the “Commission”); or (ii) any date on which the Manager
elects to terminate the Offering for a particular Series in its sole discretion.

 

No securities are being offered by existing
security-holders.

 

 

 

A purchase of Interests in a Series does
not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of Interest. This
results in Investors having limited voting rights, which are solely related to a particular Series, and are further limited by
the Amended and Restated Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating
Agreement
”), described further in this Offering Circular. Investors will have voting rights only with respect to certain
matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders
and removal of the Manager for “cause”. The Manager and the Asset Manager thus retain significant control over the
management of the Company, each Series and the Underlying Assets. Furthermore, because the Interests in a Series do
not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive
any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest
of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among
other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset
Manager will receive a fee in respect of its management of the Underlying Asset.

 

There is currently no public trading market
for any Interests, and an active market may not develop or be sustained. If an active public or private trading market for our
securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price.
Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.

 

The Interests offered hereby involve
a high degree of risk and are highly speculative in nature, involve a high degree of risk and should be purchased only by persons
who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will
be achieved or that a secondary market would ever develop for the Interests, whether via third party registered broker-dealers
or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests
and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time.
See the “Risk Factors” section of the Offering Circular.

 

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

 

NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:

 

WE ARE LIMITING THE OFFER AND SALE OF SECURITIES IN THE
STATES OF TEXAS AND WASHINGTON TO A MAXIMUM OF $5 MILLION IN ANY 12-MONTH PERIOD. WE RESERVE THE RIGHT TO REMOVE OR MODIFY SUCH
LIMIT AND, IN THE EVENT WE DECIDE TO OFFER AND SELL ADDITIONAL SECURITIES IN THESE STATES, WE WILL FILE A POST QUALIFICATION
SUPPLEMENT TO THE OFFERING STATEMENT OF WHICH THIS OFFERING CIRCULAR IS A PART IDENTIFYING SUCH CHANGE.

 

The United States
Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms
of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials.
These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made
an independent determination that the securities offered are exempt from registration.

 

 

 

TABLE OF CONTENTS

COLLECTABLE SPORTS
ASSETS, LLC

 

SECTION Page
   
CAUTIONARY NOTE STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
 
   
OFFERING SUMMARY 1
   
RISK FACTORS 12
   
ACTUAL AND POTENTIAL CONFLICTS
OF INTEREST
29
   
DILUTION 34
   
USE OF PROCEEDS AND DESCRIPTION
OF UNDERLYING ASSETS
35
   
SERIES #RUTHGEHRIGBALL 35
   
SERIES #JORDANBGS9.5 39
   
SERIES #CURRYBASKET 43
   
SERIES #LEBRONROOKIE 47
   
SERIES #KAWHIBASKET 51
   
MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
55
   
PLAN OF DISTRIBUTION AND SUBSCRIPTION
PROCEDURE
58
   
DESCRIPTION OF THE BUSINESS 68
   
MANAGEMENT 81
   
COMPENSATION 87
   
PRINCIPAL INTEREST HOLDERS 87
   
DESCRIPTION OF INTERESTS OFFERED 88
   
MATERIAL UNITED STATES TAX CONSIDERATIONS 99
   
WHERE TO FIND ADDITIONAL INFORMATION 102
   
Financial Statements F-1

 

EXHIBITS TO OFFERING CIRCULAR

1. Amended and Restated Limited Liability Company Agreement
2. Form of Subscription Agreement
3. Escrow Agreement

 

 

 

CAUTIONARY NOTE
REGARDING FORWARD-LOOKING STATEMENTS

 

The information contained in this Offering
Circular includes some statements that are not historical and that are considered “forward-looking statements.” Such
forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies
and business outlook; anticipated development of the Company, the Manager and each Series of the Company; and various other
matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations).
These forward-looking statements express the Manager’s expectations, hopes, beliefs, and intentions regarding the future.
In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of
future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipates”,
“believes”, “continue”, “could”, “estimates”, “expects”, “intends”,
“may”, “might”, “plans”, “possible”, “potential”, “predicts”,
“projects”, “seeks”, “should”, “will”, “would” and similar expressions
and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward looking statements,
but the absence of these words does not mean that a statement is not forward-looking.

 

The forward-looking statements contained
in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict.
Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company or the
Manager will be as currently anticipated. These forward-looking statements are not guarantees of future performance and involve
a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or
performance to be materially different from those expressed or implied by these forward-looking statements. Among such risks,
trends and other uncertainties, which in some instances are beyond our control, are:

 

Our ability to identify genuine
items of sports memorabilia and appropriately price and purchase them;

 

Our ability to develop and implement
programs that will generate revenues from the assets that are acquire;

 

Our ability to monetize any assets
that we acquire at an appropriate time;

 

The volatility of the sports memorabilia
markets;

 

Our ability to manage the expenses
associated with owning and maintain the assets that we acquire;

 

The impact and duration of adverse
conditions in certain aspects of the economy affecting the economy in general and the
sports memorabilia business, in particular;

 

Competition; and

 

Other risks detailed from time
to time in our publicly filed documents.

 

 

 

The list of risks and uncertainties set
forth above is only a summary of what we believe are some of the most important factors and is not intended to be exhaustive.
You should carefully review the risks and information contained in this Offering Circular and any accompanying supplement, including,
without limitation, the “Risk Factors” section of this Offering Circular. New
factors may also emerge from time to time that could materially and adversely affect us
. All forward-looking statements
attributable to us are expressly qualified in their entirety by these risks and uncertainties. Should one or more of these risks
or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material
respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking
statements and should not make an investment decision based solely on these forward-looking statements. These forward-looking
statements speak only as of the date of this Offering Circular or the date of any applicable supplement. We undertake no obligation
to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.

 

Trademarks and
Trade Names

 

From time to time, we own or have rights
to various trademarks, service marks and trade names that we use in connection with the operation of our business. This Offering
Circular may also contain trademarks, service marks and trade names of third parties, which are the property of their respective
owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this Offering Circular
is not intended to, and does not imply, a relationship with us or an endorsement or sponsorship by or of us. Solely for convenience,
the trademarks, service marks and trade names referred to in this Offering Circular may appear without the ®, TM or SM symbols,
but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable
law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

 

Additional Information

 

You should rely only on the information
contained in this Offering Circular. We have not authorized anyone to provide you with additional information or information different
from that contained in this Offering Circular filed with the Commission. We take no responsibility for, and can provide no assurance
as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy,
certain Series of Interests only in jurisdictions where offers and sales are permitted. This Offering Circular shall not
constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state
or other jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification of the
offer and sale under the laws of such state or jurisdiction.
The information contained in this Offering Circular is accurate
only as of the date of this document, regardless of the time of delivery of this Offering Circular or any sale of a Series of
Interests. Our business, financial condition, results of operations, and prospects may have changed since that date.

 

 

 

OFFERING SUMMARY

 

The following summary is qualified
in its entirety by the more detailed information appearing elsewhere herein and, in the Exhibits, hereto. You should read the
entire Offering Circular and carefully consider, among other things, the matters set forth in the section captioned “Risk
Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the
legal, tax, and business aspects of an investment in the Interests. All references in this Offering Circular to “$”
or “dollars” are to United States dollars.

 

The
Company:
The Company is Collectable Sports Assets
LLC, a Delaware series limited liability company formed January 20, 2020.
   
Underlying Assets and Offering
Price Per Interest:
It is anticipated that the Company’s core business
will be the identification, acquisition, marketing and management of memorabilia and collectable items, the Memorabilia Asset,
as the Underlying Assets of the Company.  It is not anticipated that any Series would own any assets other than
its respective Underlying Asset, plus cash reserves for maintenance, storage, insurance and other expenses pertaining to each
Underlying Asset and amounts earned by each Series from the monetization of the Underlying Asset.  The Underlying
Asset for each Series that currently is being offered by this Offering Circular is described below and the Offering Price
per Interest for each Series is detailed in the Use of Proceeds and Description of Underlying Assets section of this
Offering Circular.

 

  SERIES Ruth & Gehrig Signed
Baseball
  Sport Baseball
  Professional
League
Major League Baseball
  Player(s) Babe Ruth & Lou Gehrig
  Team  New York Yankees
  Season 1933
  Memorabilia
Type
Signed baseball
  Authentication PSA/DNA (AH05008) / Beckett (A17335)
  Grade PSA/DNA 7.5 /
Beckett (Ruth 8, Gehrig 7)

 

1

 

 

  SERIES #JORDANBGS9.5
  Sport Basketball
  Professional
League
National Basketball Association
  Player Michael Jordan
  Team  Chicago Bulls
  Season 1986-1987
  Memorabilia
Type
Trading Card
  Manufacturer Fleer
  Card
# in Set
57
  Total
Cards in Set
132
  Subject Michael Jordan
  Authentication Beckett 0007711936
  Grade 9.5 with subgrades;
Centering 9.5, Edges 10, Corners 9.5, Surface 10

 

  SERIES
#CURRYBASKET
  Sport Basketball
  Professional
League
National
Basketball Association
  Player Stephen
Curry
  Team  Golden
State Warriors
  Season 2009-2010
  Memorabilia
Type
Trading
Cards (set of 3)
  Manufacturer Panini
National Treasure and Topps
  Card
# in Set
(1)
64/99; (2) 1146; (3) not numbered
  Total
Cards in Set
(1)
99; (2) 2009; (3) not numbered
  Subject Stephen
Curry
  Authentication (1)
PSA 43276099; (2) SGC 4009679-010; (3) SGC 4009679-003
  Grade (1)
NM-MT 8; (2) A-AUTH; (3) Auto grade 9

 

2

 

 

  SERIES #LEBRONROOKIE
  Sport Basketball
  Professional
League
National Basketball Association
  Player(s) Lebron James
  Team  Cleveland Cavaliers
  Season 2003
  Memorabilia
Type
Rookie trading card, autographed
  Authentication Beckett (003865873)
  Grade Beckett 9.5 with
subgraded 10, 9.5, 9.5, 9 / Autograph graded 10

 

  SERIES #KAWHIBASKET
  Sport Basketball
  Professional
League
National Basketball Association
  Player(s) Kawhi Leonard
  Team  San Antonio Spurs
  Season 2012-2013
  Memorabilia
Type
Rookie trading cards
  Authentication Collection of 30 cards. Serial Numbers
listed on page 53-54
  Grade PSA 10 GEM-MT

 

3

 

 

Securities
offered:

Investors
will acquire membership interests in a Series of the Company, each of which is intended
to be separate for purposes of assets and liabilities. It is intended that owners of
Interest in a Series will only have an interest in assets, liabilities, profits
and losses pertaining to the specific Underlying Assets owned by that Series. For example,
an owner of Interests in Series #RUTHGEHRIGBALL will only have an interest in the
assets, liabilities, profits and losses pertaining to the Series #RUTHGEHRIGBALL
and its related operations. See the “Description of Interests Offered
section for further details. The Interests will be non-voting except with respect to
certain matters set forth in the Amended and Restated Limited Liability Company Agreement
of the Company (as amended from time to time, the “Operating Agreement”).
Investors may not vote on any matter except: (1) the removal of the Manager; (2) the
dissolution of the Company upon the for-cause removal of the Manager, and (3) an amendment
to the Operating Agreement that would

 

· enlarge
the obligations of, or adversely effect, an Interest Holder in any material respect;
· reduce the
voting percentage required for any action to be taken by the holders of Interests in
the Company under the Operating Agreement;
· change the
situations in which the Company and any Series can be dissolved or terminated;
· change the
term of the Company (other than the circumstances provided in the Operating Agreement);
or
· give any
person the right to dissolve the Company.

 

  The purchase of membership interests in a Series of the Company is an investment only in that
Series (and with respect to that Series’ Underlying Asset) and not, for the avoidance of doubt,
in (i) the Company, (ii) any other Series of Interests, (iii) Collectable Technologies, Inc.,
(iv) the Manager, (v) the Asset Manager or (vi) the Underlying Asset associated with the
Series or any Underlying Asset owned by any other Series of Interests..
   
Investors: Each Investor must be a “qualified purchaser”.
See “Plan of Distribution and Subscription Procedure – Investor Suitability
Standards
” for further details. The Manager may, in its sole discretion, decline
to admit any prospective Investor, or accept only a portion of such Investor’s
subscription, regardless of whether such person is a “qualified purchaser”.
Furthermore, the Manager anticipates only accepting subscriptions from prospective Investors
located in states where the BOR is registered.

 

Manager: CS Asset Manager, LLC, a Delaware limited liability company,
will be the Manager of the Company and of each Series. The Manager, together with its
affiliates, will own a minimum of 0.5% of each Series upon the Closing of an Offering.

 

Advisory
Board:
The Manager intends to assemble a network
of advisors with experience in the asset class (an “Advisory Board”) to assist the Manager in identifying, acquiring
and managing collectible Underlying Assets.

 

Broker: We have an agreement with North Capital Private Securities
Corporation (NCPS), a Delaware corporation (“North Capital” or the “BOR”).
The BOR will be acting as broker of record and is entitled to a Brokerage Fee as reflected
herein. The sale of membership interests is being facilitated by the BOR, a broker-dealer
registered under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and member of FINRA and SIPC, and is registered in each state where the
offer or sales of the Interests will occur. It is anticipated that Interests will be
offered and sold only in states where the BOR is registered as a broker-dealer. For the
avoidance of doubt, the BOR does not and will not solicit purchases of Interests or make
any recommendations regarding the Interests to prospective investors.

 

4

 

 

Custodian: The Company expects to enter into an agreement with a
firm to act as Custodian (which also may be a transfer agent) the purpose of holding
the Interests issued in any of the Company’s offerings (the “Custody Agreement”).
Each Investors’ account will be created upon the signing of the agreement with
the Custodian and all Investors who previously purchased Interests in Offerings of the
Company, ongoing or closed, would be required to opt in to allow the creation of a account
for them..

 

Minimum and
Maximum Interest purchase:
The minimum subscription
by an Investor is one (1) Interest in a Series and the maximum subscription by any Investor is for Interests representing
10% of the total Interests of a Series, although such maximum thresholds may be waived by the Manager in its sole discretion.
Such limits do not apply to the Manager and/or affiliates of the Manager. The Manager and/or its affiliates must purchase
a minimum of 0.5% of Interests of each Series at the Closing of its each Offering. The Manager may purchase greater than
2% of Interests of any Series (including in excess of 10% of any Series) at the applicable Closing, in its sole discretion.
The purchase price, the Offering Price per Interest times the number of Interests purchased, will be payable in cash at the
time of subscription.

 

Offering
size:
The Company may offer a Total Minimum
and a Total Maximum of Interests in each Series Offering as set forth above and as detailed for each Series in the
“Use of Proceeds and Description of Underlying Assets” section of this Offering Circular. The Manager and/or its
affiliates must own a minimum of 0.5% of Interests of each Series at the Closing of its applicable Offering. The Manager
may purchase greater than 2% of Interests of any Series at the applicable Closing, in its sole discretion.

 

Escrow
Agent:
North Capital Private Securities (“NCPS”)
a Delaware corporation.

 

Escrow: The subscription funds advanced by prospective Investors
as part of the subscription process will be held in a non-interest-bearing escrow account
with Escrow Agent and will not be commingled with the operating account of any Series,
until if and when there is a Closing with respect to that Investor.

 

  When the Escrow Agent has received instructions from the
Manager or the BOR that the Offering will close, and the Investor’s subscription is to be accepted (either in whole
or part), then the Escrow Agent shall disburse such Investor’s subscription proceeds in its possession to the account
of the Series. Amounts paid to the Escrow Agent are categorized as Offering Expenses.

 

  If the applicable Offering is terminated without a Closing,
or if a prospective Investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such
amounts placed into escrow by prospective Investors will be returned promptly to them without interest. Any costs and expenses
associated with a terminated offering will be borne by the Manager.

 

5

 

 

Offering
Period:
There will be a separate closing for
each Offering. The Closing of an Offering for a particular Series will occur on the earliest to occur of (i) the
date subscriptions for the Total Maximum Interests of such Series have been accepted by the Manager or (ii) a date
determined by the Manager in its sole discretion, provided that subscriptions for the Total Minimum Interests of such Series have
been accepted. If the Closing for a Series has not occurred, the applicable Offering shall be terminated upon the earlier
of: (i) the date which is one year (which period may be extended with respect to a particular Series by an additional
six months by the Manager in its sole discretion) from the date this Offering Circular, or an Amendment, as applicable, that
is applicable to a particular Series, is qualified by the Commission; or (ii) any date on which the Manager elects to
terminate such Offering in its sole discretion.

 

Lock-Up Period: Upon the Closing of an Offering for a
particular Series, a 90-day lock-up period will commence starting the day of the Closing, before Interests in the particular
Series may be transferred by any Investor in such Series.

 

Additional
Investors:
The Asset Seller may purchase a portion
of the Interests in each Series or may be offered Interests of such Series as a portion of the purchase price for
such Underlying Asset. There is also no limit on the amount that the Manager or Asset Manager may invest in any Series.

 

Use of proceeds: The proceeds received by a Series from
its respective Offering will be applied in the following order of priority upon the Closing:

 

(i) Brokerage Fee: A fee payable to the BOR equal to 1.00% of the
gross proceeds of each Offering as compensation for brokerage services;

 

  (ii)  Acquisition Cost of the Underlying Asset: Actual cost of the Underlying
Asset paid to the Asset Sellers (which may have occurred prior to the Closing).  The Company will typically acquire Underlying
Assets through the following methods:

 

1) Consignment – the Company enters into an agreement with
an Asset Seller to market an Underlying Asset. The owner of the Underlying Asset, the
“consignor,” retains full ownership of the Underlying Asset until if and
when the related Series commences. During this time, the Company will engage Investors
to determine interest in an Underlying Asset. If demand for the Asset meets or exceeds
the Asset Sellers asking price, the Underlying Asset will be acquired and offered to
Investors.

 

2) Upfront purchase – the Company acquires an Underlying
Asset from an Asset Seller prior to the launch of the offering related to the Series

 

6

 

 

3) Purchase agreement – the Company enters into an agreement
with an Asset Seller to acquire an Underlying Asset, which may expire prior to the closing
of the offering for the related Series, in which case the Company is obligated to acquire
the Underlying Asset prior to the closing

 

4) Purchase option agreement – the Company enters into
a purchase option agreement with an Asset Seller, which gives the Company the right,
but not the obligation, to acquire the Underlying Asset.

 

  The Company’s acquisition method for each Underlying
Asset is noted the “Use of Proceeds and Description of Underlying Assets” section of this Offering Circular.

 

(iii) Offering Expenses: In general, these costs include actual
legal, accounting, escrow, filing, wire-transfer, compliance costs and custody fees incurred
by the Company in connection with an Offering (and excludes ongoing costs described in
Operating Expenses), as applicable, paid to legal advisors, brokerage, escrow, underwriters,
printing, financial institutions, accounting firms and the Custodian, as the case may
be.

 

(iv) Acquisition Expenses: These include costs associated with the
evaluation, investigation and acquisition of the Underlying Asset, plus any interest
accrued on loans made to the Company by the Manager or the Asset Manager, an affiliate
of the Manager or Asset Manager, a director, an officer or a third party for funds used
to acquire the Underlying Asset or any options in respect of such purchase. Except as
otherwise noted, any such loans to affiliates of the Company accrue interest at the Applicable
Federal Rate (as defined in the Internal Revenue Code of 1986 as amended (the “Code”))
and other loans and options accrue as described herein.

 

(v) Sourcing Fee to the Manager: A fee paid to the Manager as compensation
for identifying and managing the acquisition of the Underlying Asset, not to exceed the
maximum Sourcing Fee for the applicable Series, as detailed in the “Use of Proceeds
and Description of Underlying Assets” section of this Offering Circular with respect
to each Series. The Manager or the Asset Manager pays the Offering Expenses and Acquisition
Expenses on behalf of each Series and may be reimbursed, in whole or in part, by
the Series from the proceeds of a successful Offering. See “Use of Proceeds
and “Plan of Distribution and Subscription Procedure – Fees and Expenses
sections for further details.

 

Operating
expenses:
Operating Expenses are costs and expenses,
allocated in accordance with the Company’s expense allocation policy (see “Description of the Business –
Allocations of Expenses
” section), attributable to the activities of each Series including:

 

7

 

 

costs incurred in managing the Underlying Asset, including,
but not limited to storage, maintenance and transportation costs (other than transportation
costs described in Acquisition Expenses);

 

costs incurred in preparing any reports and accounts of the
Series, including any tax filings and any annual audit of the accounts of the Series (if
applicable) or costs payable to any third-party registrar or transfer agent and any reports
to be filed with the Commission including periodic reports on Forms 1-K, 1-SA and 1-U;

 

any indemnification payments; and

 

any and all insurance premiums or expenses in connection
with the Underlying Asset, including insurance required for utilization at and transportation
of the Underlying Asset to events under any Premium Membership Programs (as described
in “Description of the Business – Business of the Company”)
that we might develop (excluding any insurance taken out by a corporate sponsor or individual
paying to showcase an asset at an event but including, if obtained, directors and officers
insurance of the directors and officers of the Manager or the Asset Manager).

 

  The Manager or the Asset Manager has agreed to pay and
not be reimbursed for Operating Expenses incurred prior to the Closing with respect to each offering notated in the “USE
OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” section of this Offering Circular.

 

  Operating Expenses of a Series incurred post-Closing
shall be the responsibility of the applicable Series. However, if the Operating Expenses of a particular Series exceed
the amount of reserves retained by or revenues generated from the applicable Underlying Asset (an “Operating Expenses
Reimbursement Obligation”), or (c) cause additional Interests to be issued in the applicable Series in order
to cover such additional amounts.

 

  No Series generated any revenues and we don’t
expect any Series to generate any revenue until early 2021, if at all, and expect each Series to incur Operating
Expenses Reimbursement Obligations,
or for the Manager or the Asset Manager to pay such Operating Expenses incurred and
not seek reimbursement, to the extent such Series does not have sufficient reserves for such expenses. See discussion
of “Description of the Business – Operating Expenses” for additional information.

 

8

 

 

Further
issuance of Interests:
A further issuance of Interests of
a Series may be made in the event the Operating Expenses of that Series exceed the income generated from its Underlying
Asset and cash reserves of that Series. This may occur if the Company does not take out sufficient amounts under an Operating
Expenses Reimbursement Obligation or if the Manager or the Asset Manager does not pay for such Operating Expenses without
seeking reimbursement. In addition, the Operating Agreement gives the Manager the authority to cause the Company to issue
Interests to Investors as well as to other Persons for less than the original offering price (or no consideration) and on
such terms as the Manager may determine, subject to the terms of the Series Designation applicable to such Series of
Interests. Such issuances may result in dilution to Investors. See “Dilution” for additional information.

 

Asset
Manager:
CS Asset Manager, LLC, which serves
as the Manager, also will serve as the asset manager responsible for managing each Series’ Underlying Asset (the “Asset
Manager”) as described in the Asset Management Agreement for each Series.

 

Free
Cash Flow:
Free Cash Flow for a particular Series equals
its net income as determined under U.S. generally accepted accounting principles, (“GAAP”), plus any change in
net working capital and depreciation and amortization (and any other non-cash Operating Expenses) less any capital expenditures
related to its Underlying Asset. The Manager may maintain Free Cash Flow funds in separate deposit accounts or investment
accounts for the benefit of each Series.

 

Management
Fee:
As compensation for the services provided
by the Asset Manager under the Asset Management Agreement for each Series, the Asset Manager will be paid a semi-annual fee
of up to 50% of any Free Cash Flow generated by a particular Series. The Management Fee will only become due and payable if
there is sufficient Free Cash Flow to distribute as described in Distribution Rights below. For tax and accounting purposes
the Management Fee will be accounted for as an expense on the books of the Series.

 

Distribution
Rights:
The Manager has sole discretion in determining
what distributions of Free Cash Flow, if any, are made to Interest Holders of a Series. Any Free Cash Flow generated by a
Series from the utilization of its Underlying Asset shall be applied by that Series in the following order of priority:

 

repay any amounts outstanding under Operating Expenses Reimbursement
Obligations for that Series, plus accrued interest;

 

thereafter to create such reserves for that Series as
the Manager deems necessary, in  its sole discretion, to meet future Operating Expenses
of that Series; and;

 

thereafter, no less than 50% (net of corporate income taxes
applicable to that Series) by way of distribution to the Interest Holders of that Series,
which may include the Asset Sellers of its Underlying Asset or the Manager or any of
its affiliates, and;

 

up to 50% to the Asset Manager in payment of the Management
Fee for that Series.

 

9

 

 

Timing of Distributions: The Manager may make semi-annual distributions
of Free Cash Flow remaining to Interest Holders of a Series, subject to the Manager’s
right, in its sole discretion, to withhold distributions, including the Management Fee,
to meet anticipated costs and liabilities of such Series. The Manager may change the
timing of potential distributions to a Series in its sole discretion.

 

Fiduciary
Duties:
The Manager may not be liable to the
Company, any Series or the Investors for errors in judgment or other acts or omissions not amounting to willful misconduct
or gross negligence, since provision has been made in the Operating Agreement for exculpation of the Manager. Therefore, Investors
have a more limited right of action than they would have absent the limitation in the Operating Agreement.

 

Indemnification: None of the Manager, or its affiliates, the Company,
the Asset Manager, nor any current or former directors, officers, employees, partners,
shareholders, members, controlling persons, agents or independent contractors of the
Manager, the Company or the Asset Manager, members of the Advisory Board, nor persons
acting at the request of the Company or any Series in certain capacities with respect
to other entities (collectively, the “Indemnified Parties”) will be
liable to the Company, any Series or any Interest Holders for any act or omission
taken by the Indemnified Parties in connection with the business of the Company or a
Series that has not been determined in a final, non-appealable decision of a court,
arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct
or gross negligence.

 

  The Company or, where relevant, each
Series of the Company (whether offered hereunder or otherwise) will indemnify the Indemnified Parties out of its assets
against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation,
including legal fees and expenses) to which they become subject by virtue of serving as Indemnified Parties with respect to
any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal
of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. Unless attributable to a specific Series or
a specific Underlying Asset, the costs of meeting any indemnification will be allocated pro rata across each Series based
on the value of each Underlying Asset.

 

Transfers: The Manager may refuse a transfer by an Interest Holder
of its Interest if such transfer would result in (a) there being more than 2,000
beneficial owners in a Series or more than 500 beneficial owners that are not “accredited
investors”, (b) the assets of a Series being deemed plan assets for purposes
of ERISA, (c) such Interest Holder holding in excess of 19.9% of a Series, (d) result
in a change of U.S. federal income tax treatment of the Company and/or a Series, or (e) the
Company, any Series, the Manager, its affiliates, or the Asset Manager being subject
to additional regulatory requirements. Furthermore, , transfers of Interests may only
be effected pursuant to exemptions from registration under the Securities Act of 1933,
as amended (the “Securities Act”) and permitted by applicable state securities
laws. See “Description of Interests Offered – Transfer Restrictions
for more information.

 

10

 

 

Governing
law:
To the fullest extent permitted by applicable
law, the Company and the Operating Agreement will be governed by Delaware law and any dispute in relation to the Company and
the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except
where federal law requires that certain claims be brought in federal courts, as in the case of claims brought under the Exchange
Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty
or liability created by the Exchange Act or the rules and regulations thereunder. Section 22 of the Securities Act,
however, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. As a result, the Delaware exclusive forum provision
set forth in the Operating Agreement will not preclude or contract the scope of exclusive federal or concurrent jurisdiction
for actions brought under the Exchange Act or the Securities Act, respectively, or the respective rules and regulations
promulgated thereunder, or otherwise limit the rights of any Investor to bring any claim under such laws, rules or regulations
in any United States federal district court of competent jurisdiction. If an Interest Holder were to bring a claim against
the Company or the Manager pursuant to the Operating Agreement, it would be required to do so in the Delaware Court of Chancery
to the extent the claim is not vested in the exclusive jurisdiction of a court or forum other than the Delaware Court of Chancery,
or for which the Delaware Court of Chancery does not have subject matter jurisdiction, or where exclusive jurisdiction is
not permitted under applicable law.

 

11

 

 

RISK FACTORS

 

The Interests offered hereby are highly
speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire
investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market
would ever develop for the Interests, whether via third party registered broker-dealers or otherwise. The risks described in this
section should not be considered an exhaustive list of the risks that prospective Investors should consider before investing in
the Interests. Additional risks and uncertainties not presently known to us or not presently deemed material by us might also
impair our operations and performance and/or the value of the Interests. If any of these risks actually occurs, the value of the
Interests may be materially adversely affected. Prospective Investors should obtain their own legal and tax advice prior to making
an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional
nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment
in the Interests.

 

Risks relating to the structure,
operation and performance of the Company

 

An investment in an Offering constitutes
only an investment in that Series and not in the Company or directly in any Underlying Asset.

 

An Investor in an Offering will acquire
an ownership interest in the Series of Interests related to that Offering and not, for the avoidance of doubt, in (i) the
Company, (ii) any other Series of Interests, (iii) the Manager, (iv) the Asset Manager or (v) directly
in the Underlying Asset associated with the Series or any Underlying Asset owned by any other Series of Interests.

 

A purchase of Interests in the Series does
not constitute an investment in either the Company or the Underlying Asset directly.  This results in limited voting rights
of the Investor, which are solely related to a particular Series and are further limited by the Operating Agreement of the
Company, described further in this Offering Circular. Investors will have voting rights only with respect to certain matters,
primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and
removal of the Manager for “cause”.  The Manager and the Asset Manager thus retain significant control over the
management of the Company and the Underlying Asset. Furthermore, because the Interests in the Series do not constitute an
investment in the Company as a whole, holders of the Interests in the Series are not expected to receive any economic benefit
from, or be subject to the liabilities of, the assets of any other Series.  In addition, the economic interest of a holder
in the Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things,
a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will
receive a fee in respect of its management of the Underlying Asset.

 

  12  

 

 

There is currently no public
trading market for our securities and an active market in which investors can resell their Interests may not develop.

 

There
is currently no public trading market for our Interests, and an active market may not develop or be sustained.  If an active
public trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell
your shares at any price.  Even if a public or private market were to develop, the market price could decline below the amount
you paid for your shares.

 

There may be state law restrictions
on an Investor’s ability to sell the Interests.

 

Each state has
its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s
residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern
the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security
is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also,
the broker must be registered in that state. We do not know whether our securities will be registered, or exempt, under the laws
of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers
for our Interests. There may be significant state blue sky law restrictions on the ability of Investors to sell, and on purchasers
to buy, our Interests. In addition, Tier 2 of Regulation A limits qualified resales of our Interests to 30% of the aggregate offering
price of a particular offering. Investors should consider the resale market for our securities to be limited. Investors may be
unable to resell their securities, or they may be unable to resell them without the significant expense of state registration
or qualification.

 

We do not have an operating history
and, as a result, there is a limited amount of information about us on which to base an investment decision.

 

The Company and each
Series, as well as the Manager, were recently formed and have not generated any revenues and have no operating history upon which
prospective Investors may evaluate their performance. No guarantee can be given that the Company or any Series will achieve
their investment objectives, that the value of the Underlying Asset will increase or that the Underlying Asset will be successfully
monetized.

 

There can be no guarantee that the Company will reach
its funding target from potential investors with respect to any Series or future proposed Series of Interests.

 

Due to the start-up nature of the Company,
there can be no guarantee that the Company will reach its funding target from potential investors with respect to any Series or
future proposed Series of Interests. In the event the Company does not reach a funding target, it may not be able to achieve
its investment objectives by acquiring additional Underlying Assets through the issuance of further Series of Interests and
monetizing them together with previous interests to generate distributions for Investors. In addition, if the Company is unable
to raise funding for additional Series of Interests, this may negatively affect any investors already holding interests as
they will not see the benefits that might transpire from economies of scale following the acquisition by other Series of
Interests of additional Underlying Assets and other monetization opportunities (e.g., hosting events with the collection of Underlying
Assets, affiliate arrangements, asset sponsorships).

 

  13  

 

 

There is substantial doubt about our ability to continue
as a going concern.

 

The Company’s ability to continue as a
going concern is dependent upon its ability to generate future profitable operations and/or obtain the necessary financing to
meet its obligations and repay its liabilities arising from normal business operations when they become due.

 

There are few, if any, businesses
that have pursued a strategy or investment objective similar to the Company’s
.

 

We believe that the number of other companies
that have crowdfunded collectibles or proposes to run a platform for crowdfunding of interests in collectibles is limited to date. 
The Company and the Interests may not gain market acceptance from potential Investors, potential Asset Sellers or service providers
within the collectibles industry, including insurance companies, storage facilities or maintenance partners. This could result
in an inability of the Manager to manage and monetize the Underlying Assets profitably. This could negatively affect the issuance
of further Series of Interests and additional Underlying Assets being acquired by the Company. This would further inhibit
market acceptance of the Company and if the Company does not acquire any additional Underlying Assets, Investors would not
receive any benefits that might transpire from economies of scale (such as potential reduction in storage costs if large numbers
of Underlying Assets are stored at one facility, possible group discounts on insurance, and the ability to monetize Underlying
Assets through asset sponsorships, affiliate arrangements, membership events or other monetization opportunities, as described
below, that would require the Company to own a substantial number of underlying assets).

 

The Offering amount exceeds the
value of Underlying Asset.

 

The size of each Offering
will exceed the purchase price of the Underlying Asset as at the date of such Offering. The size of each offering generally will
be set as a multiple (between 1.1X and 1.2X) of the purchase price of the Underlying Asset because the proceeds of the Offering
in excess of the purchase price of the Underlying Asset will be used to pay fees, costs and expenses incurred in making this Offering,
as well as acquiring the Underlying Asset). If the Underlying Asset had to be sold and there had not been substantial appreciation
of the Underlying Asset prior to such sale, there may not be sufficient proceeds from the sale of the Underlying Asset to repay
Investors the amount of their initial investment (after first paying off any liabilities on the Underlying Asset at the time of
the sale including but not limited to any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in
excess of this amount.

 

Excess Operating Expenses could materially and adversely
affect the value of Interests and result in dilution to Investors.

 

Operating Expenses related
to a particular Series incurred post-Closing shall be the responsibility of the Series.  However, if the Operating Expenses
of a particular Series exceed the amount of revenues generated from the Underlying Asset of that Series, the Manager may
(a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the particular
Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future
revenues generated by the applicable Underlying Asset (“Operating Expenses Reimbursement Obligation(s)”), and/or (c) cause
additional Interests to be issued in order to cover such additional amounts.

 

If there is an Operating Expenses Reimbursement
Obligation, this reimbursable amount between related parties would be repaid from the Free Cash Flow generated by the applicable
Series and could reduce the amount of any future distributions payable to Investors in that Series. If additional Interests
are issued in a particular Series, this would dilute the current value of the Interests of that Series held by existing Investors
and the amount of any future distributions payable to such existing Investors. Further, any additional issuance of Interests of
a Series could result in dilution of the holders of that Series.

 

  14  

 

 

We are reliant on the Manager and Asset Manager and their
respective personnel
. Our business and operations could be adversely affected if the Manager or Asset Manager lose key
personnel.

 

The successful operation
of the Company (and therefore, the success of the Interests) is in part dependent on the ability of the Manager and the Asset
Manager to source, acquire and manage the Underlying Assets. As the Company has only been in existence since January 2020
and is an early-stage startup company, it has no significant operating history that would evidence its ability to source, acquire,
manage and utilize any Underlying Assets.

 

The success of the Company
(and therefore, the Interests) will be highly dependent on the expertise and performance of the Manager and the Asset Manager
and their respective teams, their expert network and other investment professionals (which include third party experts) to source,
acquire, manage and monetize Underlying Assets. There can be no assurance that these individuals will continue to be associated
with the Manager or the Asset Manager. The loss of the services of one or more of these individuals could have a material adverse
effect on the Underlying Assets and, in particular, their ongoing management and use to support the investment of the Interest
Holders.

 

Furthermore, the success of the Company
and the value of the Interests is dependent on there being critical mass from the market for the Interests and also the Company
being able to acquire a number of Underlying Assets in multiple Series of Interests so that the Investors can benefit from
economies of scale that could transpire from holding more than one Underlying Asset (such as potential reduction in transport
costs if a large number of Underlying Assets are transported at the same time). In the event that the Company is unable to source
additional Underlying Assets due to, for example, competition for such Underlying Assets or lack of Underlying Assets available
in the marketplace, then this could materially and negatively affect the success of the Company and each Series by hindering
its ability to acquire additional Underlying Assets through the issuance of further Series of Interests and monetizing them,
including through exhibiting the Underlying Assets at public events, including any Premium Membership Programs that might be developed
in order to generate distributions for Investors.

 

The Manager and Asset Manager and certain of their
affiliates may have conflicts of interest that could negatively affect the performance of a Series and of the Company.

 

The Manager and Asset Manager and their
respective affiliates may have a number of matters on which they have positions that conflict with the interests of the Company
and its Investors that could negatively affect the performance of a Series and of the Company. See “ACTUAL AND
POTENTIAL CONFLICTS OF INTEREST.”

 

  15  

 

 

If the Company’s series limited liability company
structure is not respected, then Investors may have to share any liabilities of the Company with all Investors and not just those
who hold the same Series of Interests as them.

 

The Company is structured as a Delaware
series limited liability company that issues a separate Series of Interests for each Underlying Asset. Each Series of
Interest will merely be a separate Series and not a separate legal entity. Under the Delaware Limited Liability Company Act
(the “LLC Act”), if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability
of Investors holding one Series of Interests is segregated from the liability of Investors holding another Series of
Interests and the assets of one Series of Interests are not available to satisfy the liabilities of other Series of
Interests.  Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if
challenged in the courts of another U.S. State or a foreign jurisdiction, such courts will uphold a similar interpretation of
Delaware corporation law. While we are not aware of any jurisdiction not honoring this interpretation, some jurisdictions’
limited liability company statutes do not provide for series LLCs. Although series LLC legislation is increasingly being adopted,
which should increase the likelihood that the separateness of the Series will be respected, there is uncertainty whether other
jurisdictions will honor such interpretation. If the Company’s series limited liability company structure is not respected,
then Investors may have to share any liabilities of the Company with all Investors and not just those who hold the same series
of interests as them. Furthermore, while we intend to maintain separate and distinct records for each Series of Interests
and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that
the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a particular
Series to the liabilities of another Series of Interests.  The consequence of this is that Investors may have to
bear higher than anticipated expenses which would adversely affect the value of their Interests or the likelihood of any distributions
being made by the Series to the Investors. In addition, we are not aware of any court case that has tested the limitations
on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy
court could determine that the assets of one Series of Interests should be applied to meet the liabilities of the other Series of
Interests or the liabilities of the Company generally where the assets of such other Series of Interests or of the Company
generally are insufficient to meet our liabilities.

 

For the avoidance of
doubt, at the time of this filing, none of the Company or any Series has commenced operations, are not capitalized and have
no assets or liabilities and no Series will commence operations, be capitalized or have assets and liabilities until such
time as a closing related to such Series has occurred.

 

If any fees, costs and
expenses of the Company are not allocable to a specific Series of Interests, they will be borne proportionately across all
the Series of Interests.  Although the Manager will allocate fees, costs and expenses acting reasonably and in accordance
with its allocation policy (see “Description of the Business – Allocations of Expenses” section), there
may be situations where it is difficult to allocate fees, costs and expenses to a specific Series of Interests and therefore,
there is a risk that a Series of Interests may bear a proportion of the fees, costs and expenses for a service or product
for which another series of Interests received a disproportionately high benefit.

 

There can be no guarantee that any liquidity mechanism
for secondary sales of Interests will develop or that registered broker-dealers will desire to facilitate liquidity in the Interests
for a level of fees that would be acceptable to Investors or at all.

 

Liquidity for the interests would in large
part depend on the market supply of and demand for interests, as well as applicable laws and restrictions under the Company’s
Operating Agreement. There can be no assurance that trading will occur on a regular basis or at all. Further, the frequency and
duration of any trading periods would be subject to adjustment by broker-dealers, who might not find the level of fees that could
be generated by any market activity in the Interests to be attractive enough for them to be interested in starting or maintaining
a market in the Interests.

 

  16  

 

 

We do not anticipate the use of Manager-owned Interests
for liquidity or to facilitate the resale of Interests held by Investors.

 

Currently, the Manager does not intend
to sell any Interests which it holds or may hold prior to the liquidation of an Underlying Asset.  Thus, the Manager does
not currently intend to take any action which might provide liquidity or facilitate the resale of Interests held by Investors.
However, the Manager may from time to time transfer a small number of Interests to unrelated third parties for promotional purposes.

 

Abuse of our advertising or social platforms may harm
our reputation or user engagement.

 

The Asset Manager may provide content
or post ads about the Company and Series through various social media platforms that may be influenced by third parties.
Our reputation or user engagement may be negatively affected by activity that is hostile or inappropriate to other people, by
users impersonating other people or organizations, by disseminating information about us or to us that may be viewed as misleading
or intended to manipulate the opinions of our users, or by the use of the Asset Manager’s products or services, that violates
our terms of service or otherwise for objectionable or illegal ends. Preventing these actions may require us to make substantial
investments in people and technology and these investments may not be successful, adversely affecting our business.

 

If we are unable to protect our intellectual property
rights, our competitive position could be harmed, or we could be required to incur significant expenses to enforce our rights.

 

Our ability to compete effectively is dependent
in part upon our ability to protect any proprietary technologies that we develop. We also will rely on service marks, trade secret
laws, and confidentiality procedures to protect our intellectual property rights. There can be no assurance these protections
will be available in all cases or will be adequate to prevent our competitors from copying, reverse engineering or otherwise obtaining
and using our technology, proprietary rights or products. To prevent substantial unauthorized use of our intellectual property
rights, it may be necessary to prosecute actions for infringement and/or misappropriation of our proprietary rights against third
parties. Any such action could result in significant costs and diversion of our resources and management’s attention, and
there can be no assurance we will be successful in such action. If we are unable to protect our intellectual property, it could
have a material adverse effect on our business and on the value of the Interests.

 

Our results of operations may be negatively impacted
by the coronavirus outbreak.

 

In December 2019, a novel strain of
coronavirus, or COVID-19, was reported to have surfaced in Wuhan, China. COVID-19 has spread to many countries, including the
United States, and was declared to be a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have
intensified and the U.S., Europe and Asia have implemented severe travel restrictions and social distancing. The impacts of the
outbreak are unknown and rapidly evolving. A widespread health crisis has adversely affected and could continue to affect the
global economy, resulting in an economic downturn that could negatively impact the value of the Underlying Assets and Investor
demand for Offerings and the Asset Class generally.

 

The continued spread of COVID-19 has
also led to severe disruption and volatility in the global capital markets, which could increase our cost of capital and adversely
affect our ability to access the capital markets in the future. It is possible that the continued spread of COVID-19 could cause
a further economic slowdown or recession or cause other unpredictable events, each of which could adversely affect our business,
results of operations or financial condition.

The extent to which COVID-19 affects
our financial results will depend on future developments, which are highly uncertain and cannot be predicted, including new information
which may emerge concerning the severity of the COVID-19 outbreak and the actions to contain the outbreak or treat its impact,
among others. Moreover, the COVID-19 outbreak has had and may continue to have indeterminable adverse effects on general commercial
activity and the world economy, and our business and results of operations could be adversely affected to the extent that COVID-19
or any other pandemic harms the global economy generally.

 

Actual or threatened epidemics, pandemics, outbreaks,
or other public health crises may adversely affect our business.

 

Our
business could be materially and adversely affected by the risks, or the public perception of the risks, related to an epidemic,
pandemic, outbreak, or other public health crisis, such as the recent outbreak of novel coronavirus
, or COVID-19. The risk,
or public perception of the risk, of a pandemic or media coverage of infectious diseases could adversely affect the value of the
Underlying Assets and our Investors or prospective Investors financial condition, resulting in reduced demand for the Offerings
and the Asset Class generally. Further, such risks could cause a limited attendance at membership experience events that we might
sponsor or in which we might participate, or result in persons avoiding holding or appearing at in-person events. Moreover, an
epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could cause employees of the Asset Manager,
in whom we rely to manage the logistics of our business, including any membership experience programs that we might develop, or
on-site employees of partners to avoid any involvement with our programs, which would adversely affect our ability to hold such
events or to adequately staff and manage our businesses.  “Shelter-in-place” or other such orders by governmental
entities could also disrupt our operations, if employees who cannot perform their responsibilities from home, are not able to
report to work.

 

  17  

 

 

Risks relating to the Offerings

 

We are offering our Interests pursuant to Tier 2 of Regulation
A and we cannot be certain if the reduced disclosure requirements applicable to Tier 2 issuers will make our Interests less attractive
to Investors as compared to a traditional initial public offering.

 

As a Tier 2 issuer, we are subject to scaled
disclosure and reporting requirements that may make an investment in our Interests less attractive to Investors who are accustomed
to enhanced disclosure and more frequent financial reporting. The differences between disclosures for Tier 2 issuers versus those
for emerging growth companies include, without limitation, only needing to file final semiannual reports as opposed to quarterly
reports and far fewer circumstances that would require a current disclosure. In addition, given the relative lack of regulatory
precedent regarding the recent amendments to Regulation A, there is some regulatory uncertainty in regard to how the Commission
or the individual state securities regulators will regulate both the offer and sale of our securities, as well as any ongoing
compliance that we may be subject to. For example, a number of states have yet to determine the types of filings and amount of
fees that are required for such an offering. If our scaled disclosure and reporting requirements, or regulatory uncertainty regarding
Regulation A, reduces the attractiveness of the Interests, we may be unable to raise the funds necessary to fund future offerings,
which could impair our ability to develop a diversified portfolio of Underlying Assets and create economies of scale, which may
adversely affect the value of the Interests or the ability to make distributions to Investors.

 

There may be deficiencies with our internal controls
that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.

 

As a Tier 2 issuer, we will not need to
provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor
attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether
our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal
controls or reported financial statements as compared to issuers that have conducted such evaluations.

 

If a regulator determines that the activities of either
the Manager or Asset Manager require its registration as a broker-dealer, the Asset Manager or Manager may be required to cease
operations and any Series of Interests offered and sold without such proper registration may be subject to a right of rescission.

 

The sale of membership interests is being
facilitated by the BOR, a broker-dealer registered under the Exchange Act and member of FINRA, which is registered in each state
where the offer or sales of the Interests will occur. It is anticipated that Interests will be offered and sold only in states
where the BOR is registered as a broker-dealer.  For the avoidance of doubt, the BOR will not solicit purchases and will
not make any recommendations regarding the Interests.  Neither the BOR, nor any other entity, receives a finder’s fee
or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests. If a regulatory authority
determines that the Asset Manager or the Manager, neither of which is a registered broker-dealer under the Exchange Act or any
state securities laws, has itself engaged in brokerage activities that require registration, the Asset Manager or the Manager
may need to stop operating and therefore, the Company would not have an entity managing the Series’ Underlying Assets.  In
addition, if the Manager or Asset Manager is found to have engaged in activities requiring registration as “broker-dealer”
without either being properly registered as such, there is a risk that any Series of Interests offered and sold while the
Manager or Asset Manager was not so registered may be subject to a right of rescission, which may result in the early termination
of the Offerings.

 

If we are required to register under the Exchange Act,
it would result in significant expense and reporting requirements that would place a burden on the Manager and Asset Manager and
may divert attention from management of the Underlying Assets by the Manager and Asset Manager or could cause Asset Manager to
no longer be able to afford to run our business.

 

The Exchange Act requires issuers with
more than $10 million in total assets to register its equity securities under the Exchange Act if its securities are held of record
by more than 2,000 persons or 500 persons who are not “accredited investors”.  While our Operating Agreement
presently prohibits any transfer that would result in any Series being held of record by more than 2,000 persons or 500 non-“accredited
investors”, there can be no guarantee that we will not exceed those limits and the Manager has the ability to unilaterally
amend the Operating Agreement to permit holdings that exceed those limits.  Series may have more than 2,000 total Interests,
which would make it more likely that there accidentally would be greater than 2,000 beneficial owners of or 500 non- “accredited
investors” in that Series.  If we are required to register under the Exchange Act, it would result in significant expense
and reporting requirements that would place a burden on the Manager and Asset Manager  and may divert attention from management
of the Underlying Assets by the Manager and Asset Manager or could cause Asset Manager to no longer be able to afford to run our
business.

 

  18  

 

 

If the Company were to be required to register under
the Investment Company Act or the Manager or the Asset Manager were to be required to register under the Investment Advisers Act,
it could have a material and adverse impact on the results of operations and expenses of each Series and the Manager and
the Asset Manager may be forced to liquidate and wind up each Series of Interests or rescind the Offerings for any of the
Series or the offering for any other Series of Interests.

 

The Company is not registered and will
not be registered as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company
Act”), and neither the Manager nor the Asset Manager is or will be registered as an investment adviser under the Investment
Advisers Act of 1940, as amended (the “Investment Advisers Act”) and the Interests do not have the benefit of the
protections of the Investment Company Act or the Investment Advisers Act. The Company, the Manager and the Asset Manager have
taken the position that the Underlying Assets are not “securities” within the meaning of the Investment Company Act
or the Investment Advisers Act, and thus the Company’s assets will consist of less than 40% investment securities under
the Investment Company Act and the Manager and the Asset Manager are not and will not be advising with respect to securities under
the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments
and interpretation. If the Company were to be required to register under the Investment Company Act or the Manager or the Asset
Manager were to be required to register under the Investment Advisers Act, it could have a material and adverse impact on the
results of operations and expenses of each Series and the Manager and the Asset Manager may be forced to liquidate and wind
up each Series of Interests or rescind the Offerings for any of the Series or the offering for any other Series of
Interests.

 

Possible Changes in Federal Tax Laws.

 

The Code is subject to change by Congress,
and interpretations of the Code may be modified or affected by judicial decisions, by the Treasury Department through changes
in regulations and by the Internal Revenue Service through its audit policy, announcements, and published and private rulings.
Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that
any changes made in the tax law affecting an investment in any Series of Interests of the Company would be limited to prospective
effect. For instance, prior to effectiveness of the Tax Cuts and Jobs Act of 2017, an exchange of the Interests of one Series for
another might have been a non-taxable ‘like-kind exchange’ transaction, while transactions now only qualify for that
treatment with respect to real property. Accordingly, the ultimate effect on an Investor’s tax situation may be governed
by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may
be.

 

Risks Specific to the Industry and the Asset Class

 

Potential negative changes within the Asset Class.

 

Sports memorabilia as an Asset Class is
subject to various risks, including, but not limited to, currency fluctuations, changes in tax rates, consumer confidence and
brand exposure, as well as risks associated with the Asset Class in general, including, but not limited to, economic downturns
and the availability of desirable Memorabilia Assets. Changes in the Asset Class could have a material and adverse effect
upon the Company’s ability to achieve its investment objectives of acquiring additional Underlying Assets through the issuance
of further Series of Interests and monetizing them through affiliate partnerships, membership events, asset sponsorships
or other monetization mechanisms to generate distributions for Investors.

 

  19  

 

 

Lack of Diversification.

 

It is not anticipated that any Series would
own assets other than its respective Underlying Asset, plus potential cash reserves for maintenance, storage, insurance and other
expenses pertaining to the Underlying Asset and amounts earned by such Series from the monetization of the Underlying Asset.
Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities
in addition to any one Series.

 

Industry concentration and general downturn in industry.

 

Given the concentrated nature of the Underlying
Assets (i.e., only Memorabilia Assets) any downturn in the Asset Class is likely to impact the value of the Underlying Assets,
and consequently the value of the Interests. Popularity within categories of the broader market (e.g. baseball or football) can
impact the value of the Underlying Assets within categories of the Asset Class (e.g. baseball cards or football jerseys),
and consequently the value of the Interests. Furthermore, as the Asset Class is comprised of collectible items, the value
of such Memorabilia Assets may be impacted if an economic downturn occurs and there is less disposable income for individuals
to invest in the Asset Class. In the event of a downturn in the industry, the value of the Underlying Assets is likely to decrease.

 

Volatile demand for the assets in the Asset Class

 

Volatility of demand for luxury goods,
in particular high value Memorabilia Assets, may adversely affect a Series’ ability to achieve its investment purpose. The
Asset Class has been subject to volatility in demand in recent periods, particularly around certain categories of assets
and investor tastes (ex. trading cards). Demand for high value Memorabilia Assets depends to a large extent on general, economic,
political, and social conditions in a given market as well as the tastes of the collector community and in the case of sports,
the general fan community resulting in changes of which Memorabilia Assets are most sought after.

 

Volatility in demand may lead to volatility
in the value of the Underlying Assets, which may result in further downward price pressure and adversely affect the Company’s
ability to achieve its objective of acquiring additional Underlying Assets through the issuance of further Series of Interests
and monetizing Underlying Assets through exhibiting them at public events, including any Premium Membership Programs that we might
develop to generate distributions for Investors.

 

In addition, the lack of demand may reduce
any further issuance of Series of Interests and acquisition of more Underlying Assets, thus limiting the benefits the Investors 
already holding Series of Interests could receive from there being economies of scale (e.g., cheaper insurance due to a number
of Underlying Assets requiring insurance) and other monetization opportunities (e.g., hosting shows with the collection of Memorabilia
Assets). These effects may have a more pronounced impact given the limited number of Underlying Assets held by the Company in
the short-term.

 

  20  

 

 

We will rely on data from past auction sales and insurance
data, among other sources, in determining the value of the Underlying Assets, and have not independently verified the accuracy
or completeness of this information. As such, valuations of the Underlying Assets may be subject to a high degree of uncertainty
and risk.

 

As explained in “Description
of the Business
”, the Asset Class is difficult to value. We understand that there are companies with stated intentions
to create platforms that will help create a market by which the Interests (and, indirectly, the Underlying Assets) may be more
accurately valued due to the creation of a larger market for the Asset Class than exists from current means. Such platforms,
however, do not currently exist and the development of one that functions appropriately is uncertain. We, for example, currently,
have no plans to develop such a platform. Until such a platform is developed, however, valuations of the Underlying Assets will
be based upon the subjective approach taken by the members of the Manager’s expert network and members of the Advisory Board,
valuation experts appointed by the Asset Seller or other data provided by third parties (e.g., auction results and previous sales
history). Due to the lack of third-party valuation reports and potential for one-of-a-kind assets, the value of the Underlying
Assets may be more difficult for potential investors to compare against a market benchmark. Furthermore, if similar assets to
the Underlying Assets are created or discovered it could in turn negatively affect the value of the Underlying Assets. The Manager
sources data from past auction sales results and insurance data; however, it may rely on the accuracy of the underlying data without
any means of detailed verification. Consequently, valuations may be uncertain.

 

Risks relating to the Underlying Assets

 

The value of the Underlying Assets and, consequently,
the value of an Investor’s Interests can go down as well as up.

 

Valuations are not guarantees of realizable
price, do not necessarily represent the price at which the Interests may be sold and the value of the Underlying Assets may be
materially affected by a number of factors outside the control of the Company, including, any volatility in the economic markets,
the condition of the Underlying Assets and physical matters arising from the state of their condition.

 

Competition in the Asset Class from other business
models.

 

There is potentially
significant competition for Memorabilia Assets from many different market participants, including those with existing fractional
ownership offerings. While the majority of transactions continue to be peer-to-peer with very limited public information, other
market players such as dealers, trade fares and auction houses continue to play an increasing role. Furthermore, the presence
of corporations such as eBay or Amazon in the Asset Class adds further competition from non-traditional players.

 

This competition may negatively affect
the liquidity of the Interests, as it is dependent on the Company acquiring attractive and desirable Memorabilia Assets to ensure
that there is an appetite of potential investors for the Interests. In addition, there are companies that are developing crowd
funding models for other alternative asset classes such as cars, art or wine, who have entered the Asset Class as well. Others
may do so in the future, increasing the competition within the Asset Class.

 

The valuation of a Memorabilia Asset may be negatively
affected by the reputation of the person, group or matter with which it is associated.

 

The value of a Memorabilia Asset is likely
to be connected to its association with, a certain person or group or in connection with certain events (prior to or following
the acquisition of the Underlying Asset by the Company). In the event that such person, group or event loses public affection,
then this may adversely impact the value of the Memorabilia Asset and therefore, the Series of Interests that relate to such
Underlying Asset. For example, San Francisco Giants’ outfielder Barry Bonds was on a career path to becoming a first-ballot
Hall of Famer due to his home run records. At the turn of the century his game used memorabilia and cards were at a premium. However,
steroid use and a poor public image not only put his Hall of Fame election in doubt but also damaged the value of his memorabilia.
The same can also be said for a promising rookie whose career either ends prematurely due to injury or does not meet all the early
expectations placed on them.

 

  21  

 

 

The valuation of a Memorabilia Asset may be negatively
affected by the reputation or brand of the manufacturer of Memorabilia Assets.

 

The Underlying Assets of the Company will
consist of Memorabilia Assets from a very wide variety of manufacturers, many of which are still in operation today. The demand
for the Underlying Assets, and therefore, each Series of Interests, may be influenced by the general perception of the Underlying
Assets that manufacturers are producing today. In addition, the manufacturers’ business practices may result in the image
and value of the Underlying Asset produced by certain manufacturers being damaged. This in turn may have a negative impact on
the Underlying Assets made by such manufacturers and, in particular, the value of the Underlying Assets and, consequently, the
value of the Series of Interests that relate to such Underlying Asset. For example, the reputation of a manufacturer of certain
sporting equipment that is used by a prominent player may negatively affect the collectability of such equipment.

 

Title, authenticity or infringement claims on an Underlying
Asset.

 

There is no guarantee that an Underlying
Asset will be free of any claims regarding title and authenticity (e.g., counterfeit, altered, manipulated, or previously stolen
items) even after verification through a third-party authenticator, or that such claims may arise after acquisition of an Underlying
Asset by a Series of Interests. The Company may not have complete ownership history or records for an Underlying Asset. In
the event of a title or authenticity claim against the Company, the Company may not have recourse against the Asset Seller or
the benefit of insurance and the value of the Underlying Asset and the Series that relates to that Underlying Asset, may
be diminished. Furthermore, the Company and the Underlying Asset could be adversely affected if a piece of memorabilia, such as
a sports card, was found to be created without all appropriate consents, such as consent from the athlete or league.

 

There are risks associated with reliance on third party
authenticators.

 

While there is no guarantee that an Underlying
Asset will be free of fraud, we intend to mitigate this risk by having the item graded or authenticated by a reputable firm. In
the event of an authenticity claim against an authenticated item, the Company may have recourse for reimbursement from the authenticator,
although there can be no guarantee of the Company’s ability to collect or the authenticator’s ability to pay.

 

Furthermore, authenticators may occasionally
make mistakes by either giving their approval or grade to a counterfeit card or piece of memorabilia. Sometimes this mistake is
not uncovered until years later when evidence to the contrary surfaces or updated scientific methods are applied. The Company
may not have recourse, if such an event occurs, and the value of the Underlying Asset will likely deteriorate. A piece of an Underlying
Asset may also be mislabeled by an authenticator such as giving it the wrong year or attributing it to the wrong person, which
may adversely affect its value.

 

Additionally, it is possible that there
are unknown issues with an Underlying Asset that are not immediately apparent but arise at a later date. For example, prior storage
and display methodologies for an Underlying Asset might have adverse effects that are only apparent at a later date. Even through
the asset undergoes an authentication process, there are still scenarios where these issues may not be apparent at the time of
authentication. Finally, there is reputational risk of the authenticator, which may fall out of favor with collectors, which may
impact the value of all items authenticated by the particular authenticator.

 

  22  

 

 

Third party liability.

 

Each Series will assume all of the
ownership risks attached to its Underlying Asset, including third party liability risks. Therefore, a Series may be liable
to a third party for any loss or damages incurred by such third party in connection with the Series’ Underlying Asset. This
would be a loss to the Series and, in turn, adversely affect the value of the Series and would negatively impact the
ability of the Series to make distributions.

 

An Underlying Asset may be lost or damaged by causes
beyond the Company’s control while being transported or when in storage or on display. There can be no guarantee that
insurance proceeds will be sufficient to pay the full market value of an Underlying Asset which has been damaged or lost which
will result in a material and adverse effect in the value of the related Interests.

 

Any Underlying Asset may be lost or damaged
by causes beyond the Company’s control when in storage or on display. There is also a possibility that an Underlying
Asset could be lost or damaged while being exhibited at a public event. Any damage to an Underlying Asset or other liability incurred
as a result of participation in these programs, including personal injury to participants, could adversely impact the value of
the Underlying Asset or adversely increase the liabilities or Operating Expenses of its related Series of Interests. Further,
when an Underlying Asset has been purchased, it will be necessary to transport it to the Asset Manager’s preferred storage
location or as required to participate in any public event. An Underlying Asset may be lost or damaged in transit, and transportation,
insurance or other expenses may be higher than anticipated due to the locations of particular events.

 

Although we intend for the Underlying Assets
to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance
policies, there can be no guarantee that any losses or costs will be reimbursed, that an Underlying Asset can be replaced on a
like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding
liabilities including, but not limited to any outstanding balances under Operating Expenses Reimbursement Obligations), if any,
of the Interests. In the event that damage is caused to an Underlying Asset, this will impact the value of the Underlying Asset,
and consequently, the Interests related to the Underlying Asset, as well as the likelihood of any distributions being made by
the applicable Series to its Investors.

 

In addition, at a future date, once developed,
the Manager may decide to expand Premium Membership Programs to include the ability of a member in those programs to become the
caretaker of Underlying Assets for a certain period of time for an appropriate fee, assuming that the Manager believes that such
models are expected to result in higher overall financial returns for all Investors in any Underlying Assets used in such models.
 The feasibility from an insurance, safety, technological and financial perspective of such models has not yet been analyzed
but may significantly increase the risk profile and the chance for loss of or damage to any Underlying Asset if utilized in such
models.

 

Insurance of Underlying Assets may not cover all losses
which will result in a material and adverse effect in the valuation of the Series related to such damaged Underlying Assets.

 

Insurance of any Underlying Asset may not
cover all losses. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes,
terrorism or acts of war that may be uninsurable or not economically insurable. Inflation, environmental considerations and other
factors, including terrorism or acts of war, also might make insurance proceeds insufficient to repair or replace an asset if
it is damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore a Series’
economic position with respect to its affected Underlying Asset. Furthermore, the Series related to such affected Underlying
Assets would bear the expense of the payment of any deductible. Any uninsured loss could result in both loss of cash flow from,
and a decrease in value of, the affected Underlying Asset and, consequently, the Series that relates to such Underlying Asset.

 

  23  

 

 

Forced sale of Underlying Assets.

 

The Company may be forced to cause its
various Series to sell one or more of the Underlying Assets (e.g., upon the bankruptcy of the Manager) and such a sale may
occur at an inopportune time or at a lower value than when the Underlying Assets were first acquired or at a lower price than
the aggregate of costs, fees and expenses used to purchase the Underlying Assets. In addition, there may be liabilities related
to the Underlying Assets, including, but not limited to Operating Expenses Reimbursement Obligations on the balance sheet of any
Series at the time of a forced sale, which would be paid off prior to Investors receiving any distributions from a sale.
In such circumstances, the capital proceeds from any Underlying Asset and, therefore, the return available to Investors of the
applicable Series, may be lower than could have been obtained if the Series held the Underlying Asset and sold it at a later
date.

 

Lack of distributions and return of capital.

 

The revenue of each Series is expected
to be derived primarily from the use of its Underlying Asset in public events where the Underlying Asset may be exhibited or in
Premium Membership Programs that might be developed.  Premium Membership Programs, however, may not develop with respect
to the Company or any Underlying Asset and there can be no assurance that any Premium Membership Programs will be developed or,
if they are developed, that they will generate sufficient proceeds to cover fees, costs and expenses with respect to any Series. In
the event that the revenue generated in any given year does not cover the Operating Expenses of the applicable Series, the Manager
or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) provide a loan to the Series in
the form of an Operating Expenses Reimbursement Obligation, on which the Manager or the Asset Manager may impose a reasonable
rate of interest, and/or (c) cause additional Interests to be issued in the applicable Series in order to cover such
additional amounts.

 

Any amount paid to the Manager or the Asset
Manager in satisfaction of an Operating Expenses Reimbursement Obligation would not be available to Investors as a distribution.
In the event additional Interests in a Series are issued, Investors in such Series would be diluted and would receive
a smaller portion of distributions from future Free Cash Flows, if any. Furthermore, if a Series or the Company is dissolved,
there is no guarantee that the proceeds from liquidation will be sufficient to repay the Investors their initial investment or
the market value, if any, of the Interests at the time of liquidation. See “Potentially high storage, maintenance and insurance
costs for the Underlying Assets” for further details on the risks of escalating costs and expenses of the Underlying Assets.

 

Market manipulation or overproduction Market manipulation
may be a risk with the Asset Class.

 

Market manipulation may be a risk with
the Asset Class. For example, one trading card manufacturer was caught secretly producing examples of hard to find and valuable
cards that were given to its executives. This loss of faith in the company led to a devaluation of the cards involved. Another
example is that a modern football and baseball player is issued many uniforms over the course of a season. The more a team issues,
the less exclusive said item becomes. Also, many players have exclusive contracts with outlets that sell the players game used
uniforms and equipment. There is no way of knowing if a company or player is secretly hoarding items which might be “dumped”
in the market at a later date.

 

  24  

 

 

Environmental damage could negatively affect the value
of an Underlying Asset which will result in a material and adverse effect in the value of the related Interests.

 

Improper storage may lead to the full or
partial destruction of an item. For instance, trading cards, tickets, posters or other paper piece can be destroyed by exposure
to water or moisture. Likewise, equipment such as a bat may warp, or a leather glove may grow mold due to exposure to the elements.
Autographs that are signed with inferior writing instruments or rendered on an unstable substrate may fade or “bleed,”
thereby reducing its value to collectors. Some of the defects may not be initially visible or apparent, for example moisture in
a frame, and may only become visible at a later date, at which point the value of the Underlying Asset and in turn the Series may
be negatively affected.

 

Potentially high storage and insurance costs for the
Underlying Assets.

 

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

 

If costs turn out to be higher than expected,
this would impact the value of the Interests related to an Underlying Asset, the amount of distributions made to Investors holding
the Interests, on potential proceeds from a sale of the Underlying Asset (if ever), and any capital proceeds returned to Investors
after paying for any outstanding liabilities, including, but not limited to any outstanding balances under Operating Expenses
Reimbursement Obligation. See “Lack of distributions and return of capital” for further details of the impact of these
costs on returns to Investors.

 

The general sentiment of underlying fan base may negatively
affect the value of memorabilia.

 

This is particularly prominent in sports
memorabilia, but also holds true for memorabilia categories such as movie franchises, musicians, and others.

 

By example, leagues such as the NBA, MLB,
NHL and NFL have a long and reliable fan base. However, events, such as player strikes, general public appeal of a league or a
particular sport, may have an impact on the associated Underlying Assets. For instance, the NHL strike of 1994-1995 caused a loss
of fan interest. Upstart leagues such as the USFL in football may cause an early interest in memorabilia from that league but
may lose interest from lack of success.

 

Similarly, various forms of Memorabilia
Assets go in and out of favor with collectors. For example, there was a renewed interest in soccer within the United States after
the U.S. team won the Women’s World Cup in 2012. When there were no further victories on the same scale, the value of and
interest in women’s soccer memorabilia generally returned to previous levels.

 

  25  

 

 

Risks Related to Ownership of our Interests

 

Because a market may not develop for interests and
there may be limited distributions of Free Cash Flow, in order for Investors to realize a return, the Underlying Asset in a Series
must be sold for an amount in excess of the price paid for the asset and that pays the expenses associated with ownership and
management of the Underlying Asset by the Series.

 

As indicated, our Interests are illiquid
and a market may not develop for trading Interests. Also, as described in “Lack of distributions and return of capital,”
there are substantial risks that utilization of the Underlying Assets will not generate cash flow that will be distributable to
Interest holders. Therefore, Interest holders generally will realize their investment return, if any, only upon the sale of the
Underlying Asset and distribution of the proceeds to the Interest holders of that Series. As indicated, there are risks associated
with the valuation of the Underlying Assets as well as the possible fluctuation of their values over time, which could result
in Interest holders receiving less than they originally invested in the Series or, in some cases, a total loss of their investment
if the value of an Underlying Asset decreased substantially and/or there were accrued Operating Expenses for which the Manager
was required to be reimbursed, thereby deleting the amount pf proceeds, if any, available for Series holders.

 

As an Investor, you will have limited voting rights.

 

The Manager has a unilateral ability
to amend the Operating Agreement and the allocation policy in certain circumstances without the consent of the Investors. The
Investors only have limited voting rights in respect of the Series of Interests. Investors may not vote on any matter except:
(1) the removal of the Manager; (2) the dissolution of the Company upon the for-cause removal of the Manager, and (3) an amendment
to the Operating Agreement that would:

 

· enlarge
the obligations of, or adversely effect, an Interest Holder in any material respect;
· reduce
the voting percentage required for any action to be taken by the holders of Interests
in the Company under the Operating Agreement;
· change
the situations in which the Company and any Series can be dissolved or terminated;
· change
the term of the Company (other than the circumstances provided in the Operating Agreement);
or
· give
any person the right to dissolve the Company.

 

Investors will therefore be subject
to any amendments the Manager makes (if any) to the Operating Agreement and allocation policy and also any decision it takes in
respect of the Company and the applicable Series, which the Investors do not get a right to vote upon. Investors may not necessarily
agree with such amendments or decisions and such amendments or decisions may not be in the best interests of all of the Investors
as a whole but only a limited number.

 

Furthermore, the Manager can only be removed
as manager of the Company and each Series in very limited circumstances, following a non-appealable judgment of a court of
competent jurisdiction to have committed fraud in connection with the Company or a Series of Interests. Investors would therefore
not be able to remove the Manager merely because they did not agree, for example, with how the Manager was operating an Underlying
Asset.

 

The offering price for the Interests determined by
us does not necessarily bear any relationship to established valuation criteria such as earnings, book value or assets that may
be agreed to between purchasers and sellers in private transactions or that may prevail in the market if and when our Interests
can be traded publicly.

 

The price of the Interests is a derivative
result of our negotiations with Asset Sellers based upon various factors including prevailing market conditions, our future prospects
and our capital structure, as well as certain expenses incurred in connection with the Offering and the acquisition of each Underlying
Asset. These prices do not necessarily accurately reflect the actual value of the Interests or the price that may be realized
upon disposition of the Interests. In fact, the size of each offering (and by necessity, the offering price) generally will be
set as a multiple (between 1.1X and 1.2X) of the purchase price of the Underlying Asset because the excess proceeds over the cost
of the Underlying Asset will be used to pay certain fees and expenses associated with the Offering as well as to pay the cost
of the Underlying Asset.

 

The Manager has unlimited discretion to issue additional
Interests, which could be for lower than the original offering price are or for no consideration, and which could materially and
adversely affect the value of Interests and result in dilution to Investors.

 

If additional Interests are issued in
a particular Series, this would dilute the current value of the Interests of that Series held by existing Investors and the
amount of any future distributions payable to such existing Investors. Further, any additional issuance of Interests of a Series could
result in dilution of the holders of that Series. Under the Operating Agreement, the Manager has the authority to cause the Company
to issue Interests to Investors as well as to other Persons for less than the original offering prices (or for no consideration)
and on such terms as the Manager may determine, subject to the terms of the Series Designation applicable to such Series of
Interests, which may result in dilution to Investors. See “DILUTION”.

 

If a market ever develops for the Interests, the market
price and trading volume of our Interests may be volatile.

 

If a market develops for the Interests,
the market price of the Interests could fluctuate significantly for many reasons, including reasons unrelated to our performance,
any Underlying Asset or any Series, such as reports by industry analysts, Investor perceptions, or announcements by our competitors
regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies,
whether large or small, within our industry experience declines in their share price, the value of Interests may decline as well.

 

In addition, fluctuations in operating
results of a particular Series or the failure of operating results to meet the expectations of Investors may negatively impact
the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect
revenues or expenses in any particular reporting period,  including vulnerability of our business to a general economic downturn;
changes in the laws that affect our operations; competition; compensation related expenses; application of accounting standards;
seasonality; and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business.

 

  26  

 

 

Funds from purchasers accompanying subscriptions for
the Interests will not accrue interest while in escrow
.

 

The funds paid by a subscriber for Interests
will be held in a non-interest-bearing escrow account until the admission of the subscriber as an Investor in the applicable Series,
if such subscription is accepted. Purchasers will not have the use of such funds or receive interest thereon pending the completion
of the Offering. No subscriptions will be accepted, and no Interests will be sold unless valid subscriptions for the Offering
are received and accepted prior to the termination of the applicable Offering Period. It is also anticipated that subscriptions
will not be accepted from prospective Investors located in states where the BOR is not registered as a broker-dealer. If we terminate
an Offering prior to accepting a subscriber’s subscription, escrowed funds will be returned promptly, without interest or
deduction, to the proposed Investor.

 

Any dispute in relation to the Operating Agreement is
subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except when federal law requires that
certain claims be brought in federal courts. Our Operating Agreement, to the fullest extent permitted by applicable law, provides
for Investors to waive their right to a jury trial.

 

Each Investor will covenant and agree not
to bring any claim in any venue other than the Court of Chancery of the State of Delaware, or if required by U.S. federal law,
a U.S. federal court, as in the case of claims brought under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision
will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act of 1933, as amended (the “Securities
Act”) creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provisions will not
apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal
and state courts have concurrent jurisdiction, and Investors will not be deemed to have waived our compliance with the federal
securities laws and the rules and regulations thereunder.

 

If an Interest Holder were to bring a claim
against the Company or the Manager pursuant to the Operating Agreement and such claim was governed by state law, it would have
to bring such claim in the Delaware Court of Chancery. Our Operating Agreement, to the fullest extent permitted by applicable
law and subject to limited exceptions, provides for Investors to consent to exclusive jurisdiction to Delaware Court of Chancery
and for a waiver of the right to a trial by jury, if such waiver is allowed by the court where the claim is brought.

 

If we opposed a jury trial demand based
on the waiver, the court would determine whether the waiver was enforceable based on the facts and circumstances of that case
in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury
trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by the United
States Supreme Court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable,
including under the laws of the Delaware, which govern our Operating Agreement, by a federal or state court in the State of Delaware,
which has exclusive jurisdiction over matters arising under the Operating Agreement. In determining whether to enforce a contractual
pre-dispute jury trial waiver provision, courts will generally consider whether a party knowingly, intelligently and voluntarily
waived the right to a jury trial.

 

  27  

 

 

We believe that this is the case with respect
to our Operating Agreement and our Interests. It is advisable that you consult legal counsel regarding the jury waiver provision
before entering into the Operating Agreement. Nevertheless, if this jury trial waiver provision is not permitted by applicable
law, an action could proceed under the terms of the Operating Agreement with a jury trial. No condition, stipulation or provision
of the Operating Agreement or our Interests serves as a waiver by any Investor or beneficial owner of our Interests or by us of
compliance with the U.S. federal securities laws and the rules and regulations promulgated thereunder. Additionally, the
Company does not believe that claims under the federal securities laws shall be subject to the jury trial waiver provision, and
the Company believes that the provision does not impact the rights of any Investor or beneficial owner of our Interests to bring
claims under the federal securities laws or the rules and regulations thereunder.

 

These provisions may have the effect of
limiting the ability of Investors to bring a legal claim against us due to geographic limitations and may limit an Investor’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us. Furthermore, waiver of a trial by jury
may disadvantage an investor to the extent a judge might be less likely than a jury to resolve an action in the investor’s
favor. Further, if a court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, an action
or proceeding against us, then we may incur additional costs associated with resolving these matters in other jurisdictions, which
could materially and adversely affect our business and financial condition.

 

  28  

 

 

ACTUAL AND POTENTIAL
CONFLICTS OF INTEREST

 

We have identified the following conflicts
of interest that may arise in connection with the Interests, in particular, in relation to the Company, the Manager and the underlying
assets. The conflicts of interest described in this section should not be considered as an exhaustive list of the conflicts of
interest that prospective Investors should consider before investing in the Interests.

 

Consignors, who may include affiliates of the Company
and the Manager, may set a range of prices at which the Underlying Assets would be sold to the Company – and that price
may not be determined until immediately before the time that an Offering is to close.
Persons who consign memorabilia
to the Company may reserve the right (through setting a range of prices that might be acceptable) to establish the price that
the Company will pay for the asset after the Offering begins – either to better determine the market price of the Underlying
Asset (which often is volatile as well as sporadic) or to assess the demand by those seeking to invest in the Underlying Asset
through an investment in the Interest that represent that asset. What that means is that investors may not know, until immediately
prior to a closing, the percentage of Interests (and theoretically, the percentage of an Underlying Asset) that they have acquired.
For example, a consignor could provide that the price it will accept for an asset will be between $50,000 and $100,000, depending
upon market conditions. If units are sold at $20.00 per unit (and assuming no other expenses of the Offering) to raise $50,000
in order to acquire the asset, an Investor who acquired 500 units ($1,000 investment) would acquire 2% of the interests. If, however,
the Company was forced to raise $100,000 to acquire the asset, an Investor who acquired 500 units ($1,000 investment) would acquire
1% of the interests. Although the Company intends to endeavor to determine the appropriate market price for each asset being acquired
(and therefore each Series being issued), these prices are often difficult to determine and, when affiliates of the Company or
the Manager are the consignors, these prices will not be determined on an arms-length basis. In these cases, there will be an
inherent conflict of interest as the affiliates attempt to maximize the amount that the Company pays for the Underlying Asset.
Additionally, the Manager will receive a sourcing fee that is based on a percentage of the price at which the Underlying Asset
is sold to the Company, so the Manager also will have an incentive to increase the price paid for the Underlying Asset. The more
paid by the Company dilutes the percentage ownership of unit holders and also decreases the likelihood of a positive return on
the investment over time.

 

Our Operating Agreement contains
provisions that reduce or eliminate duties (including fiduciary duties) of the Manager.

 

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

 

We do not have a conflicts of interest
policy.

 

The Company, the Manager
and their affiliates will try to balance the Company’s interests with their own.  However, to the extent that such
parties take actions that are more favorable to other entities than the Company, these actions could have a negative impact on
the Company’s financial performance and, consequently, on distributions to Investors and the value of the Interests. 
The Company has not adopted, and does not intend to adopt in the future, either a conflicts of interest policy or a conflicts
resolution policy.

 

Payments from the Company to the
Manager, the Asset Manager and their respective employees or affiliates.

 

The Manager and the Asset
Manager will engage with, on behalf of the Company, a number of brokers, dealers, Asset Sellers, insurance companies, storage
providers and other service providers and thus may receive in-kind discounts, for example, free shipping or servicing.  In
such circumstances, it is likely that these in-kind discounts may be retained for the benefit of the Manager or the Asset Manager
and not the Company, or may apply disproportionately to other series of interests. The Manager or the Asset Manager may be incentivized
to choose a broker, dealer or Asset Seller based on the benefits they are to receive, or all Series of Interests collectively
are to receive rather than that which is best for the Series.

 

Members of Manager’s management,
as well as any expert network and Advisory Board members may often be sports memorabilia dealers and brokers themselves and therefore
will be incentivized to sell the Company their own sports memorabilia collectibles at potentially inflated market prices. For
example, each of the first five Series of the Company have, as underlying assets, memorabilia that is has been consigned by Zev
Partners, Inc. (“Zev Partners”) which is wholly-owned by the Epstein Family Trust under agreement dated December 29,
2017 (the “Epstein Trust”), the beneficiaries of which are the immediate family members of Jason Epstein, our President
and founder. Mr. Epstein is the trustee of the Epstein Trust. For each of these assets, the consignment price is set at a range,
which means that the purchase price may not be established until immediately prior to the Closing of the Series and, because it
is not based upon arms-length negotiations, may result in payment of a higher price for the asset than would be the case if the
price were to be established by arms-length negotiations. This would favor Zev Partners rather than the Company and its investors.
Additional information with respect to the purchase and sales prices of each of these assets is set forth in “USE OF PROCEEDS
AND DESCRIPTION OF THE UNDERLYING ASSETS” below. In certain cases, a member of the Advisory Board could be the Asset Seller
and could receive an identification fee for originally locating the asset. In some cases, affiliates of the Manager/Asset Manager
may receive Sourcing and other fees for presenting assets to the Company to purchase on behalf of a Series of Interests.
The Company’s officers and directors also are investors in Collectable Technologies, Inc., which is the sole member of the
Manager/Asset Manager and will benefit, directly or indirectly, by fees paid by the Company or any Series to them, such as sourcing
fees, reimbursement of costs and distributions of Free Cash Flow.

 

  29  

 

 

Members of the expert
network and the Advisory Board may also be Investors, in particular, if they are holding Interests acquired as part of a sale
of an Underlying Asset (i.e., as they were the Asset Sellers).  They may therefore promote their own self-interests when
providing advice to the Manager or the Asset Manager regarding an Underlying Asset (e.g., by encouraging the liquidation of such
Underlying Asset so they can receive a return in their capacity as an Investor).

 

If the Operating Expenses
exceed the revenue from an Underlying Asset and any cash reserves, the Manager has the option to cause the Series to incur
an Operating Expenses Reimbursement Obligation to cover such excess. As interest may be payable on such loan, the Manager may
be incentivized to cause the Series to incur an Operating Expenses Reimbursement Obligation to pay Operating Expenses rather
than look elsewhere for additional sources of income or to repay any outstanding Operating Expenses Reimbursement Obligation as
soon as possible rather than make distributions to Investors. The Manager may also choose to issue additional Interests to pay
for Operating Expenses instead of causing the Company to incur an Operating Expenses Reimbursement Obligation, even if any interest
payable by the Series on any Operating Expenses Reimbursement Obligation may be economically more beneficial to Interest
Holders than the dilution incurred from the issuance of additional Interests.

 

Potential future brokerage activity.

 

Either the Manager or
one of its affiliates may in the future register with the Commission as a broker-dealer in order to be able to facilitate liquidity
in the Interests. The Manager, or its affiliates, may be entitled to receive fees based on volume of trading and volatility of
the Interests and such fees may be in excess of what the Asset Manager receives via the Management Fee or the appreciation in
the interests it holds in each series of interests.  Although an increased volume of trading and volatility may benefit Investors
as it will assist in creating a market for those wishing to transfer their Interests, there is the potential that there is a divergence
of interests between the Manager and those Investors, for instance, if the Underlying Asset does not appreciate in value, this
will negatively affect the price of the Interests, but may not adversely affect the profitability related to the brokerage activities
of the Manager (i.e., the Manager would collect brokerage fees whether the price of the Underlying Asset increases or decreases).

 

The Manager’s ownership of
multiple series of interests may result in conflicts.

 

The Manager or its affiliates will acquire
interests in each series of interests for their own accounts and may transfer these interests, either directly or through brokers. 
While the Manager or its affiliates do not currently intend to transfer these Interests prior to the liquidation of an Underlying
Asset, in the future, they may, from time to time, transfer these interests, either directly or through brokers, or otherwise,
subject to the restrictions of applicable securities laws and filing any necessary amendment to this Offering Circular. Depending
on the timing of the transfers, this could negatively affect the interests held by the Investors (e.g., driving price down because
of supply and demand and over availability of interests).  This ownership in each of the series of interests may result in
a divergence of interests between the Manager and the Investors who hold only one or certain series of interests (e.g., the Manager
or its affiliates, if registered as a broker-dealer with the Commission, may disproportionately market or promote a certain series
of interests, in particular, where they are a significant owner, so that there will be more demand and an increase in the price
of such series of interests).

 

Allocations of income and expenses
as between series of interests might not be truly proportionate.

 

The Manager may appoint
a service provider to service the entire collection of the Underlying Assets  (e.g., storage, insurance, maintenance
or media material creation) with respect to a number of sports memorabilia collectibles that comprise the underlying assets. 
Although appointing one service provider may reduce cost due to economies of scale, such service provider may not necessarily
be the most appropriate for a particular Underlying Asset (e.g., it may have more experience in servicing other assets or asset
classes).  In such circumstances, the Manager would be conflicted from acting in the best interests of the underlying assets
as a whole or an individual Underlying Asset.

 

  30  

 

 

There may be situations
when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series of interests and certain
series of interests may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, the Manager
would be conflicted from acting in the best interests of the Company as a whole or the individual Series.  While we presently
intend to allocate expenses as described in “Description of the Business – Allocations of Expenses”,
the Manager has the right to change this allocation policy at any time without further notice to Investors.

 

Other Conflicting interests of
the Manager, the Asset Manager and the Investors.

 

The Manager or its affiliates are obligated
to purchase a minimum of 0.5% of Interests of all offerings, at the same terms as all other Investors. However, the Manager may,
in its sole discretion, acquire additional Interests, at the same terms as all other Investors.  If there is a lack of demand
for Interests in a particular Series during such Series’ initial offering, the Manager in its sole discretion may acquire
(“top-off”) additional Interests (at the same terms as all other Investors) in order for an offering for such Series of
Interests to have a Closing. The Manager will engage in such activity in the future if it reasonably believes at such time this
to be in the best interests of Investors or potential Investors. Such activity may result in a reduced level of liquidity in the secondary trading
market for any Series in which it makes such a decision.

 

The Manager and the Asset
Manager may receive sponsorship from servicing providers to assist with the servicing of certain Underlying Assets.  If sponsorship
is not obtained for the servicing of an Underlying Asset, the Investors who hold Interests connected to the Underlying Asset requiring
servicing would bear the cost of the fees. The Manager or the Asset Manager may in these circumstances, decide to carry out a
different standard of service on the Underlying Asset to preserve the expenses which arise to the Investors and therefore, the
amount of Management Fee the Asset Manager receives.  The Manager or the Asset Manager may also choose to use certain service
providers because they get benefits from giving them business, which do not accrue to the Investors.

 

The Manager will determine
whether to liquidate the Underlying Asset, should an offer to acquire the whole Underlying Asset be received. As the Manager,
Asset Manager or their respective affiliates, if registered as a broker-dealer with the Commission, would receive fees on the
trading volume in the Interests connected with an underlying asset, they may be incentivized not to realize such underlying asset
even though Investors may prefer to receive the gains from any appreciation in value of such underlying asset. Furthermore, when
determining to liquidate an underlying asset, the Manager will do so considering all the circumstances at the time, this may include
obtaining a price for an underlying asset that is in the best interests of a substantial majority but not all the Investors.

 

The Manager may be incentivized
to use more popular Memorabilia Assets at public events, including those that may be a part of any Premium Membership Programs
that are developed as this may generate higher Free Cash Flow to be distributed to the Asset Manager, an affiliate of the Manager,
and Investors in the Series associated with that particular Underlying Asset.  This may lead certain Underlying Assets
to generate lower distributions than the Underlying Assets of other Series of Interests.  The use of Underlying Assets
at the such public events could increase the risk of the Underlying Asset getting damaged and could impact the value of the Underlying
Asset and, as a result, the value of the related Series of Interests.  The Manager may therefore be conflicted when
determining whether to use the Underlying Assets at a public event to generate revenue or limit the potential of damage being
caused to them.

 

In addition, Collectable Technologies,
Inc., may participate in or conduct activities that one might consider related to an Underlying Asset but for which the Series
might receive little or no compensation. As an example, if a sports celebrity made an appearance at which admission was charged
and a Series owned one or more items of memorabilia associated with that celebrity that were to be exhibited at the event, the
Manager would determine, in its discretion, what payment would be made to the Series to be allowed to exhibit the item. That amount
would not be determined on an arms-length basis and could result in a payment to the Series that did not represent the fair value
of exhibiting the item or in no payment at all. In contrast, if merchandise (e.g., shirts, cups) were produced using the
image of the item, amounts attributable to the sales of that merchandise would be payable to the Series and available, to the
extent determined by the Manager, for distribution as Free Cash Flow. The use of Underlying Assets at the such public events also
could increase the risk, at the potential expense of the holder of Interests, that an Underlying Asset could be damaged and affect
the value of the Underlying Asset and, as a result, the value of the related Series of Interests.  The Manager/Asset
Manager may be conflicted when determining whether to use the Underlying Assets at a public event to generate revenue that might
disproportionately benefit Collectable Technologies, Inc. rather than the Series holders.

 

  31  

 

 

The Manager has the ability
to unilaterally amend the Operating Agreement and allocation policy.  As the Manager is party, or subject, to these documents,
it may be incentivized to amend them in a manner that is beneficial to it as manager of the Company or the Series or may
amend it in a way that is not beneficial for all Investors. In addition, the Operating Agreement seeks to limit the fiduciary
duties that the Manager owes to its Investors. Therefore, the Manager is permitted to act in its own best interests rather than
the best interests of the Investors.  See “Description of the Interests Offered” for more information.

 

Manager’s Fees and Compensation

 

None of the compensation
set forth under “Compensation of the Manager” was determined by arms’ length negotiations. Investors must rely
upon the duties of the Manager of good faith and fair dealing to protect their interests, as qualified by the Operating Agreement. While
the Manager believes that the consideration is fair for the work being performed, there can be no assurance made that the compensation
payable to the Manager will reflect the true market value of its services.

 

Fees for arranging events or monetization
in addition to the Management Fee.

 

As the Manager will acquire
a percentage of each series of interests, it may be incentivized to attempt to generate more earnings with those underlying assets
owned by those series of interests in which it holds a greater stake.

 

Although we currently have no plans
to develop a liquidity platform that would allow trading in the Interests, were we to do so, any profits generated from such a
platform (e.g., through advertising and from issuing additional interest in underlying assets) and from issuing additional Interests
in Underlying Assets will be for the benefit of the Manager and Asset Manager ((e.g., Sourcing Fees) and, therefore, Collectable
Technologies, Inc and its investors. In order to increase its revenue stream, the Manager may therefore be incentivized to issue
additional series of interests and acquire more underlying assets rather than focus on monetizing any underlying assets already
held by existing series of interests.

 

Conflicts between the Advisory Board
and the Company.

 

The Operating Agreement
of the Company provides that the resolution of any conflict of interest approved by the Advisory Board shall be deemed fair and
reasonable to the Company and the Members and not a breach of any duty at law, in equity or otherwise.  As part of the remuneration
package for Advisory Board members, they may receive an ownership stake in the Manager. This may incentivize the Advisory Board
members to make decisions in relation to the underlying assets that benefit the Manager rather than the Company.

 

As a number of the Advisory
Board members are in the sports memorabilia collectibles industry, they may seek to sell collectibles to, acquire collectibles
from, or service collectibles owed by, the Company.

 

  32  

 

 

Conflicts between the Legal Counsel,
the Company and the Collectable Parties.

 

The counsel of the Company
(“Legal Counsel”) is also counsel to the Manager, the Asset Manager and their respective affiliates and may serve
as counsel with respect to other series of interests (collectively, the “Collectable Parties”).  Because Legal
Counsel represents both the Company and the Collectable Parties, certain conflicts of interest exist and may arise. To the extent
that an irreconcilable conflict develops between the Company and any of the Collectable Parties, Legal Counsel may represent the
Collectable Parties and not the Company or the Series. Legal Counsel may, in the future, render services to the Company or the
Collectable Parties with respect to activities relating to the Company as well as other unrelated activities.  Legal Counsel
is not representing any prospective Investors of any Series Interests in connection with this Offering and will not be representing
the members of the Company other than the Manager, although the prospective Investors may rely on the opinion of legality of Legal
Counsel provided as Exhibit 12.1. Prospective Investors are advised to consult their own independent counsel with respect
to the other legal and tax implications of an investment in any Series that we offer.

 

Our affiliates’ interests in other Collectable
Parties.

 

The officers and directors of Collectable
Technologies, Inc., which is the sole member of the Manager and as well as the Asset Manager for the Company, are also officers
and directors and/or key professionals of other Collectable Parties. These persons have legal obligations with respect to those
entities that are similar to their obligations to us. As a result of their interests in other Collectable Parties, their obligations
to other investors and the fact that they engage in and will continue to engage in other business activities on behalf of themselves
and others, they will face conflicts of interest in allocating their time among us and other Collectable Parties and other business
activities in which they are involved. These separate entities all require the time and consideration of Collectable Technologies,
Inc. and affiliates, potentially resulting in an unequal division of resources to all Collectable Parties. However, we believe
that Collectable Technologies, Inc. has sufficient professionals to fully discharge all responsibilities to the Company and each
Series.

 

  33  

 

 

DILUTION

 

Dilution means a reduction in value,
control or earnings of the Interests the Investor owns.  There will be no dilution to any Investors associated with any Offering.
However, from time to time, additional Interests in the Series offered under this Offering Circular may be issued in order
to raise capital to cover the applicable Series’ ongoing operating expenses. See “Description of the Business –
Operating Expense
s” for further details. Also, as described above in “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST,”
percentage ownership dilution can occur when the price to be paid for an Underlying Asset is paid by the Company at the higher
rather than the lower price when the price has been stated to be a range to be agreed upon (which could be the case in the event
of a consignment). In addition, the Operating Agreement gives the Manager the authority to cause the Company to issue Interests
to Investors as well as to other Persons for less than the original offering price (or for no consideration) and on such terms
as the Manager may determine, subject to the terms of the Series Designation applicable to such Series of Interests,
which may result in dilution to Investors.

 

The Manager must acquire
a minimum of 0.5% of the Interests (which may be through acceptance of Interests in satisfaction of all or a portion of the fees
that may be due the Manager) in connection with any Offering, however, the Manager, in its sole discretion, may acquire greater
than 0.5% of the Interests in any Offering. In all circumstances, the Manager or its affiliated purchase will pay the price per
share offered to all potential Investors hereunder.

 

  34  

 

 

USE OF PROCEEDS
AND DESCRIPTIONS OF UNDERLYING ASSETS

 

The following pages describe the use of proceeds and
the Underlying Assets for the five Series currently being offered by the Company. As additional Memorabilia Assets are located
and marketed by the Company or, as the final prices for any of the Underlying Assets are established, this Offering Circular will
be amended or supplemented, as appropriate.

 

SERIES #RUTHGEHRIGBALL

1930’s dual signed baseball by Babe
Ruth & Lou Gehrig

 

Use of Proceeds – SERIES #RUTHGEHRIGBALL

 

The following illustrates the estimated use of proceeds
of this Offering (including from Series #RUTHGEHRIGBALL Interests acquired by the Manager) if approximately $76,500 (within
the range of $61,875 and $101,250) is raised in this Offering and if the Cash Portion of the Asset Cost is $68,000 (within the
range established by Zev Partners of $55,000 and $90,000):

 

    Dollar

Amount

    Percentage
of Gross

Cash Proceeds

 
Uses                
Cash Portion of the Asset
Cost
  $ 68,000       88.89 %
Broker Dealer  & Escrow (1)   $ 2,248       2.94 %
Legal   $ 1,250       1.63 %
Marketing & Re-Authentication   $ 1,000       1.31 %
Offering Expenses   $ 950       1.24 %
Acquisition Expenses (Insurance, Maintenance,
Transport) (2)
  $ 300       0.39 %
Sourcing Fee (cash portion)   $ 1,360       1.78 %
Total Fees and Expenses   $ 7,108       9.29 %
Cash on Series Balance Sheet (including
Manager’s portion of Sourcing Fee used to acquire Interests)
  $ 1,392       1.82 %
Total Proceeds   $ 76,500       100 %

 

(1) Calculation of
Brokerage Fee (1% of gross proceeds) excludes proceeds from the sale of Interests to
the Manager, its affiliates, or the #RUTHGEHRIGBALL Sellers

(2) To the extent that
Acquisition Expenses are lower than anticipated, any overage would be maintained in an
operating account for future Operating Expenses.

 

  35  

 

 

On the date listed in the Series Detail
Table below, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the
Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

 

Upon the closing of the Offering, proceeds from the sale
of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and
pay the Asset Seller the amounts listed in the Series Detail Table. At that time, the Series will own a 100% interest in
the Underlying Asset.

 

Series Detail Table
 
Agreement Type   Consignment
Date of Agreement   4/20/2020
Expiration Date of Agreement   12/31/2020
Selling Entity   Zev Partners(1)
Total Sourcing Fee as
a percentage of Consignment Price
  4%
Sourcing Fee Payable in Cash   2%
Sourcing Fee Payable in Series Equity
Interest
  2%

 

  (1)

Zev
Partners is affiliated with Jason Epstein, our founder and President – as indicated, because the consignment price is a
range, the ultimate purchase price for the asset may not be determined until immediately prior to the Closing with respect to
the Series. Because the ultimate purchase price, if different from that used in the example above, may not be determined by arms-length
bargaining, that price may be more than would be paid in an arms-length transaction and, therefore, favor Zev Partners rather
than the Company.  See “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST.”  Zev Partners acquired
the Underlying Asset for $55,000.
In the example set forth above, Zev Partners would realize a profit of $13,000. If the
ultimate price established by and paid to Zev Partners for the asset is at the lower end of the range, Zev would realize a profit
of $-0-; if the ultimate price paid to Zev Partners for the asset is at the higher end of the range, Zev would realize a profit
of $35,000.

 

Dilution Potential – the fact that the price of
the Underlying Asset (and therefore the ultimate size of the Offering) currently is set at a range, a higher price paid by the
Company for the Underlying Asset results in an Investor owning a smaller percentage of the overall Interest. For example, if an
Investor invested $1,000, the Investor would own 1.3% of the #RUTHGEHRIGBALL Interests in the example above but only .99% at the
Maximum Offering Size.

 

In addition to the costs of acquiring the
Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table
and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR, (ii) the Offering Expenses (iii) the Acquisition
Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition
Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and
(iv) the cash portion of the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of
the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain
in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this
Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry
and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will
depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related
rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company
is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance
Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.
In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager
may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing
Fee.

 

  36  

 

 

DESCRIPTION OF #RUTHGEHRIGBALL

 

Investment Overview

 

  · Upon completion of the Series #RUTHGEHRIGBALL Offering,
Series #RUTHGEHRIGBALL will purchase a 1930’s dual signed baseball by Babe Ruth & Lou Gehrig (The “Series Babe
Ruth and Lou Gehrig Signed Ball
” or the “Underlying Asset” with respect to Series #RUTHGEHRIGBALL,
as applicable), the specifications of which are set forth below.
· Babe Ruth,
byname of George Herman Ruth, Jr., also called the Bambino and the Sultan of Swat,
was an American professional baseball player. Ruth has been called an American original,
undoubtedly the game’s first great slugger and the most celebrated athlete of his
time.

· Over
the course of his career, Ruth broke baseball’s most important slugging records, including
most years leading a league in home runs, most total bases in a season, and highest slugging
percentage for a season.

· Ruth
was a major figure in revolutionizing and revitalizing America’s national game
from a massive public disillusionment following the Black Sox Scandal of 1919.

· Ruth primarily
played right field for the New York Yankees. His career spanned from 1914-1935.

· During Ruth’s
career, he won seven World Series championships and one Most Valuable Player award.
He was inducted into baseball’s Hall of Fame, a Monument Park honoree, and a member
of Major League Baseball’s All-Century Team and All-Time Team.

· Lou Gehrig,
byname of Henry Louis Gehrig, was a stalwart New York Yankees first baseball. Gehrig
is chiefly known for playing in 2,130 consecutive games for the Yankees, a magnificent
streak long thought to have been unbreakable, until Cal Ripken, Jr. came along.

· Gehrig wore
uniform number four, because he hit behind Babe Ruth, number three. One of the most magnificent
hitters and run producers in history, Gehrig was always overshadowed by Ruth, who was
not only an unparalleled hitter, but was as outgoing and flamboyant as Gehrig was reserved
and quiet.

· During Gehrig’s
17 seasons, the Yankees won seven pennants and six World Series championships. He
was voted the greatest first baseball of all time by the Baseball Writers Association
of America,  honored with a United States postage stamp, and was the leading vote-getter
for Major League Baseball’s All Century Team.

· After Gehrig
suffered and died from a mysterious neuromuscular disease, amyotrophic lateral sclerosis,
or ALS, the disease later became known as “Lou Gehrig’s Disease.”

· Ruth and Gehrig
were teammates with the New York Yankees from 1925-1934, forming one the most formidable
tandems in baseball history. The powerful and potent lineup anchored by Ruth and Gehrig
became known as “Murderers Row.”

 

Asset Description

 

Overview and authentication

 

· The
official major league baseball is signed by Babe Ruth and Lou Gehrig at the peak of their
fame when they formed a dynamic duo as part of the New York Yankees legendary Murderer’s
Row.

· Because
Ruth followed Gehrig in the Yankees lineup, and both were two of the fiercest sluggers
in history, their legends are forever intertwined. A baseball signed by both players
is highly collectible.

 

  37  

 

 

· The
official National League baseball dates to 1933 because reference guides indicate that
it was manufactured from 1926 through 1933 and it bears a stamp on the side of William
Bramham, the Minor League President starting in 1933.

· The
underlying asset has been authenticated by PSA/DNA (certification number: AH05008) and
Beckett Authentication (A17335), two leading authentication companies.

 

Notable Features:

 

· Ruth
and Gehrig autographs in tandem on the same ball are relatively rare because Gehrig,
due to shyness, was a much less common signer than Ruth.

· Both
authentication companies gave the ball high numerical grades on scales of one to ten.
PSA/DNA gave the overall ball’s condition and the strength of the autographs a
combined 7.5 (the equivalent of a near mint plus). Beckett graded the Ruth an 8 (near
mint/mint) and the Gehrig 7 (near mint). Due to the tendency of vintage autographs to
fade and balls to show handling, these are exceptionally high grades.

· The
Underlying Asset retails all the original manufacturer’s sharp stamping indicating
it was the best ball money could buy at the time because it was used at the highest level
of professional baseball.

· The
Underlying Asset includes the original box containing the ball, a rare and desirable
addition. These boxes were usually thrown away.

 

Notable Defects:

 

The underlying asset shows signs of wear
consistent with its age and condition grade from PSA/DNA and Beckkett.

 

Depreciation

 

The Company treats Memorabilia and Collectibles
assets as collectible and therefore will not depreciate or amortize the Series Ruth and Gehrig Signed Ball going forward.

 

  38  

 

 

SERIES #JORDANBGS9.5

1986-1987 Fleer #57 Rookie Card of Michael
Jordan

 

Use of Proceeds – SERIES #JORDANBGS9.5

 

The following illustrates the estimated
use of proceeds of this Offering (including from Series #JORDANBG9.5 Interests acquired by the Manager) if approximately
$62,100 (within the range of $51,750 and $161,000) is raised in this Offering and if the Cash Portion of the Asset Cost is $54,000
(within the range established by Zev Partners of $45,000 and $140,000) :

 

    Dollar

Amount

    Percentage
of Gross

Cash Proceeds

 
Uses                
Cash
Portion of the Asset Cost
  $ 54,000       86.96 %
Broker Dealer
 & Escrow (1)
  $ 2,110       3.40 %
Legal   $ 1,250       2.01 %
Marketing &
Re-Authentication
  $ 1,000       1.61 %
Offering Expenses   $ 1,070       1.72 %
Acquisition Expenses
(Insurance, Maintenance, Transport) (2)
  $ 400       0.64 %
Sourcing Fee
(cash portion)
  $ 1,080       1.74 %
Total Fees
and Expenses
  $ 6,910       11.13 %
Cash on Series Balance
Sheet (including Manager’s portion of Sourcing Fee used to acquire Interests)
  $ 1,190       1.92 %
Total Proceeds   $ 62,100       100 %

 

(1) Calculation of Brokerage Fee (1% of gross proceeds) excludes proceeds
from the sale of Interests to the Manager, its affiliates, or the #JORDANBGS9.5 Sellers.

(2) To the extent that Acquisition Expenses are lower than anticipated,
any overage would be maintained in an operating account for future Operating Expenses.

 

On the date listed in the Series Detail
Table below, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the
Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

 

  39  

 

 

Upon the closing of the Offering, proceeds
from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the
agreement and pay the Asset Seller the amounts listed in the Series Detail Table. At that time, the Series will own a 100%
interest in the Underlying Asset.

 

Series Detail Table
 
Agreement Type   Consignment
Date of Agreement   4/20/2020
Expiration Date of Agreement   12/31/2020
Selling Entity   Zev Partners (1)
Total Sourcing Fee of as percentage of
Consignment Price
  4%
Sourcing Fee Payable in Cash   2%
Sourcing Fee Payable in Series Equity
Interest
  2%

 

  (1)

Zev
Partners is affiliated with Jason Epstein, our founder and President – as indicated, because
the consignment price is a range, the ultimate purchase price for the asset may not be determined
until immediately prior to the Closing with respect to the Series. Because the ultimate purchase
price, if different from that used in the example above, may not be determined by arms-length
bargaining, that price may be more than would be paid in an arms-length transaction and, therefore,
favor Zev Partners rather than the Company.  See “ACTUAL AND POTENTIAL
CONFLICTS OF INTEREST.”  Zev Partners acquired the Underlying Asset for $45,000.
In the example set forth above, Zev Partners would
realize a profit of $9,000. If the ultimate price established by and paid to Zev Partners for
the asset is at the lower end of the range, Zev would realize a profit of $-0-; if the ultimate
price paid to Zev Partners for the asset is at the higher end of the range, Zev would realize
a profit of $95,000.

 

Dilution Potential
– the fact that the price of the Underlying Asset (and therefore the ultimate size of the
Offering) currently is set at a range, a higher price paid by the Company for the Underlying Asset
results in an Investor owning a smaller percentage of the overall Interest. For example, if an
Investor invested $1,000, the Investor would own 1.6% of the #JORDANBGS9.5 Interests in the example
above but only .62% at the Maximum Offering Size.

 

In addition to the costs of acquiring the
Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table
and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR, (ii) the Offering Expenses, (iii) the Acquisition
Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition
Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and
(iv) the cash portion of the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of
the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain
in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this
Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry
and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will
depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related
rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company
is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance
Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.
In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager
may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing
Fee.

 

  40  

 

 

Description of SERIES #JORDANBGS9.5

 

Investment Overview

 

· Upon completion
of the Series #JORDANBGS9.5 Offering, Series #JORDANBGS9.5 will purchase a
1986-1987 Fleer #57 Rookie Card of Michael Jordan (The “Underlying Asset
with respect to Series #JORDANBGS9.5, as applicable), the specifications of which
are set forth below.

· Michael Jordan
debuted with the Bulls in the 1984-1985 season and played with the team until the end
of the 1993-1994 NBA season during which time he led the Bulls to three NBA Championships,
when he retired for the first time to play Minor League Baseball. He then came out of
retirement and returned to the Bulls from 1995 – 1998, leading the team to another
three additional NBA Championships, before retiring for the second time. He came out
of retirement again and played for the Washington Wizards, until the end of his NBA career,
from 2001 to 2003.

· Michael Jordan
had a career average of 30.1 points per game, setting an NBA record that still stands
today.

· During Michael
Jordan’s career, he won six NBA championships (tied for ninth in NBA history) and
was awarded five Most Valuable Player awards (tied for second in NBA history).

· As his Basketball
Hall of Fame biography reads,  “Jordan
embodied greatness on the court and redefined superstar athlete off it. His unmistakable
style – the wagging tongue, the baggy shorts, the signature line of sneakers – helped
make the 14-time All Star the most recognizable person on the planet.”

 

Asset Description

 

Overview and authentication

 

· The
1986-1987 Fleer #57 Rookie Card of Michael Jordan was printed as part of a set of 132
cards.

· 1986-87
Fleer Basketball is one of the most important sports card sets of all-time. Boasting
rookie cards from several all-time greats, including Michael Jordan, it is one of the
most collected and most valuable sets of the last 40 years.

· Because
of the lull in sets, the majority of the checklist is made of rookie cards. The list
of greats is enough to fill a wing of the Basketball Hall of Fame. Michael Jordan is,
by far, the most sought-after card in the set. It routinely sells for four figures. A
BGS 10 Jordan rookie sold for $100,000 in June 2011.

· Other
1986-87 Fleer Basketball rookies include Charles Barkley, Karl Malone, Clyde Drexler,
Dominique Wilkins, Isiah Thomas, Hakeem Olajuwon, Joe Dumars and Chris Mullin.

· The
cards have a distinct design highlighted by borders that are red, white and blue. A thin
yellow frame holds in both the player photo and nameplate. The bottom of the card has
the player’s name, team and position. The crown-style Fleer logo appears at the top of
the card with a small ribbon that reads “Premier,” highlighting the fact that
it’s the company’s first basketball card set.

 

Notable Features:

 

· The face of
the card features a picture of Michael Jordan in a Chicago Bulls Jersey holding a basketball
in his right hand above the hoop in midair with another player beside him from the opposing
team.  The face of the card features the player’s name, team and position
along with the Fleer logo in the upper right-hand corner. The border of the card is red,
blue and white. The background shows the blurred image of the crown in attendance.

· The reverse
side of the card shows the card number 57 of 132 in the top right corner and the company
name and logo in the top left corner. The team name and logo are prominently displayed
in the center of the card above the players name in bold. Below that is the players DOB,
height, weight, and college.  In the center of the card in white are statistics
from 1984-85 and 1985-1986.

 

  41  

 

 

· The outline
above the card is encased in a protective holder, with authentication label from Beckett
Grading Services clearly featured across the top of the protective case.

 

Notable Defects:

 

The underlying asset shows signs of wear consistent with its
age and condition grade from Beckkett.

 

Depreciation

 

The Company treats Memorabilia and Collectibles assets as collectible
and therefore will not depreciate or amortize the Series #JORDANBGS9.5 going forward.

 

  42  

 

 

SERIES #CURRYBASKET

 

2009-2010 Stephen Curry National Treasure Rookie Card AND
2009-2010 Tops Gold and Base Stephen Curry Rookie Cards 

 

Use of Proceeds – SERIES #CURRYBASKET

 

The following illustrates the estimated
use of proceeds of this Offering (including from Series #CURRYBASKET Interests acquired by the Manager) if approximately
$38,775 (within the range of $34,075 and $76,375) is raised in this Offering and if the Cash Portion of the Asset Cost is $33,000
(within the range established by Zev Partners of $29,000 and $65,000):

 

    Dollar

Amount

    Percentage
of Gross

Cash Proceeds

 
Uses            
Cash
Portion of the Asset Cost
  $ 33,000       85.11 %
Broker Dealer
 & Escrow (1)
  $ 1,881       4.85 %
Legal   $ 1,250       3.22 %
Marketing &
Re-Authentication
  $ 700       1.81 %
Offering Expenses   $ 500       1.29 %
Acquisition Expenses
(Insurance, Maintenance, Transport) (2)
  $ 300       0.77 %
Sourcing Fee
(cash portion)
  $ 660       1.710 %
Total Fees
and Expenses
  $ 5,291       13.65 %
Cash on Series Balance
Sheet (including Manager’s portion of Sourcing Fee used to acquire Interests)
  $ 484       1.25 %
Total Proceeds   $ 38,775       100 %

 

(1) Calculation of Brokerage Fee excludes proceeds
from the sale of Interests to the Manager, its affiliates, or the #CURRYBASKET Sellers.
(2) To the extent that Acquisition Expenses are
lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.

 

On the date listed in the Series Detail
Table below, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the
Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

 

  43  

 

 

Upon the closing of the Offering, proceeds
from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the
agreement and pay the Asset Seller the amounts listed in the Series Detail Table. At that time, the Series will own a 100%
interest in the Underlying Asset.

 

Series Detail Table
 
Agreement Type   Consignment
Date of Agreement   4/20/2020
Expiration Date of Agreement   12/31/2020
Selling Entity   Zev Partners(1)
Total Sourcing Fee as a percentage of Consignment
Price
  4%
Sourcing Fee Payable in Cash   2%
Sourcing Fee Payable in Series Equity Interest   2%

 

  (1)

Zev
Partners is affiliated with Jason Epstein, our founder and President – as indicated, because the consignment price is a
range, the ultimate purchase price for the asset may not be determined until immediately prior to the Closing with respect to
the Series. Because the ultimate purchase price, if different from that used in the example above, may not be determined by arms-length
bargaining, that price may be more than would be paid in an arms-length transaction and, therefore, favor Zev Partners rather
than the Company.  See “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST.”  Zev Partners acquired
the Underlying Assets for $28,900.
In the example set forth above, Zev Partners would realize a profit of $4,100. If the
ultimate price established by and paid to Zev Partners for the asset is at the lower end of the range, Zev would realize a profit
of $100; if the ultimate price paid to Zev Partners for the asset is at the higher end of the range, Zev would realize a profit
of $36,100.

 

Dilution Potential – the fact that the price of
the Underlying Asset (and therefore the ultimate size of the Offering) currently is set at a range, a higher price paid by the
Company for the Underlying Asset results in an Investor owning a smaller percentage of the overall Interest. For example, if an
Investor invested $1,000, the Investor would own 2.58% of the #CURRYBASKET Interests in the example above but only 1.31% at the
Maximum Offering Size.

 

In addition to the costs of acquiring the
Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table
and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR, (ii) the Offering Expenses, (iii) the Acquisition
Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent that Acquisition
Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and
(iv) the cash portion of the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series. Of
the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain
in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this
Series Offering set forth above, represents our intentions based upon our current plans and assumptions regarding industry
and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will
depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related
rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company
is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash on the Series Balance
Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.
In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager
may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing
Fee.

 

  44  

 

 

Description of SERIES #CURRYBASKET

 

Investment Overview

 

  · Upon completion of the Series #CURRYBASKET Offering, Series #CURRYBASKET
will purchase three assets:  a 2009-2010 Playoff  National Treasures Stephen Curry Rookie Card #206 Patch Autograph/99,
a 2009 Topps Gold Basketball Stephen Curry Rookie RC #321, and a 2009 Topps Basketball Stephen Curry Rookie RC #321 
(The “Underlying Assets” with respect to Series #STEPHCURRY, as applicable), the specifications of which
are set forth below.
  · Wardell Stephen “Steph” Curry II was drafted 7th
overall by the Golden State Warriors in the 2009 NBA Draft, and has remained with the Warriors until present.. His remarkable
career achievements include three NBA championships, two NBA Most Valuable Player Awards, six NBA All Star selections and 
three All-NBA First Team awards.  
  · He is commonly cited as one of the greatest
shooters in NBA history and is credited with revolutionizing the game of basketball by inspiring teams to regularly utilize
the three-point shot. Curry has set the record for most three pointers made in a regular season three times, and currently
ranks third all-time in NBA history. 
  · Curry had a prodigious collegiate career at little-known Davidson
College. There, he was twice named Southern Conference Player of the Year and set the all-time scoring record for both Davidson
and the Southern Conference.
  · We value the 2009-2010 Playoff National Treasures
card at $30,000, the 2009-2010 Topps Gold at $2,000, and the 2009-2010 Topps Base at $1,000, amounting to a total cash value
of assets of $33,000.

 

Asset Description

 

Overview and authentication

 

  · The 2009-2010 Playoff National Treasures Stephen
Curry Rookie Card #206 Patch Autograph/99 only produced 99 copies, making it the rarest of Curry rookie cards in circulation. 
  · The 2009-2010 Playoff National Treasures card contains a jumbo
patch piece occupying a good third of the card’s front. In addition, the card contains an on-card signature in blue
link below the Golden State Warriors patch.  Additionally,
Curry is pictured in his Warriors gear, compared to Upper Deck’s high-end take which features him in his collegiate
uniform. 
  · The 2009-2010 Playoff National Treasures Stephen
Curry Rookie Card #206 Patch Autograph/99 was authenticated and graded by PSA. It received a PSA 8 NM-MT grade.
  · The 2009-2010 Topps Gold Basketball Stephen
Curry Rookie RC #321 is a limited edition gold border  rookie base card, with only 2009 in circulation. This card is
#1146 out of 2009. The previous owner had the card hand signed by Stephen Curry through Steiner Sports.  The autograph
has been validated by SGC with an “A” meaning the autograph is authentic.
  · The 2009-2010 Topps Base Basketball Stephen
Curry Rookie RC #321 was also hand signed by Stephen Curry through Steiner Sports. The autograph has been validated and graded
by SGC, with an “A” meaning the autograph is authentic and an auto grade of “9”.

 

Notable Features:

 

  · The 2009-2010 Playoff National Treasures Stephen
Curry Rookie Card #206 Patch Autograph/99 contains a patch of his Golden State Warriors jersey on the front of the card, with
a blue signature below it. Stephen Curry, written out in script, appears above the jersey patch. The top quadrant of the card
contains a picture of Curry in his Warriors jersey. The card contains a black and white trim.
  · The 2009-2010 Topps Basketball Stephen Curry
Rookie RC #321 displays a picture of Curry smiling. The photo shows him during his rookie year, wearing a white Warriors warm-up
shirt. The Gold edition contains a gold border, while the base card has a white border. 

 

  45  

 

 

Notable Defects:

 

The underlying assets show signs of
wear consistent with their age and condition grade from PSA, SGC and SGC, respectively.

 

Depreciation

 

The Company treats Memorabilia and Collectibles
assets as collectible and therefore will not depreciate or amortize the Series #CURRYBASKET going forward.

 

  46  

 

 

SERIES #LEBRONROOKIE

2003 SP Authentic Lebron James Rookie Card

 

Use of Proceeds – SERIES #LEBRONROOKIE

 

The following illustrates the estimated
use of proceeds of this Offering (including from Series #LEBRONROOKIE Interests acquired by the Manager) if approximately
$36,000 (within the range of $30,000 and $96,000) is raised in this Offering and if the Cash Portion of the Asset Cost is $30,000
(within the range established by Zev Partners of $25,000 and $80,000):

 

    Dollar
Amount
    Percentage
of Gross

Cash Proceeds

 
Uses                
Cash
Portion of the Asset Cost
  $ 30,000       83.33 %
Broker Dealer
 & Escrow (1)
  $ 1,854       5.15 %
Legal   $ 1,250       3.47 %
Marketing &
Re-Authentication
  $ 630       1.75 %
Offering Expenses   $ 500       1.39 %
Acquisition
Expenses (Insurance, Maintenance, Transport) (2)
  $ 300       0.83 %
Sourcing Fee
(cash portion)
  $ 600       1.67 %
Total Fees
and Expenses
  $ 5,134       14.26 %
Cash on Series Balance
Sheet
(including Manager’s portion of Sourcing Fee used to acquire Interests)
  $ 866       2.41 %
Total Proceeds   $ 36,000       100 %

 

(1) Calculation of Brokerage Fee (1% of
gross proceeds) excludes proceeds from the sale of Interests to the Manager, its affiliates,
or the #LEBRONROOKIE Sellers.

 

(2) To
the extent that Acquisition Expenses are lower than anticipated, any overage would be
maintained in an operating account for future Operating Expenses.

 

On the date listed in
the Series Detail Table below, the Company entered into the agreement listed in the Series Detail Table regarding the
Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

 

47

 

 

Upon the closing of the Offering, proceeds
from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the
agreement and pay the Asset Seller the amounts listed in the Series Detail Table. At that time, the Series will own a 100%
interest in the Underlying Asset.

 

Series Detail Table
 
Agreement Type   Consignment
Date of Agreement   4/20/2020
Expiration Date of Agreement   12/31/2020
Selling Entity   Zev Partners (1)
Total Sourcing Fee as a percentage of Consignment
Price
  4%
Sourcing Fee Payable in Cash   2%
Sourcing Fee Payable in Series Equity Interest   2%

 

(1)

Zev
Partners is affiliated with Jason Epstein, our founder and President – as indicated, because the consignment price is a
range, the ultimate purchase price for the asset may not be determined until immediately prior to the Closing with respect to
the Series. Because the ultimate purchase price, if different from that used in the example above, may not be determined by arms-length
bargaining, that price may be more than would be paid in an arms-length transaction and, therefore, favor Zev Partners rather
than the Company. See “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST.”  Zev Partners acquired the Underlying
Asset for $21,000.
In the example set forth above, Zev Partners would realize a profit of $9,000. If the ultimate price
established by and paid to Zev Partners for the asset is at the lower end of the range, Zev would realize a profit of $4,000;
if the ultimate price paid to Zev Partners for the asset is at the higher end of the range, Zev would realize a profit of $59,000.

 

Dilution Potential – the fact that the price of
the Underlying Asset (and therefore the ultimate size of the Offering) currently is set at a range, a higher price paid by the
Company for the Underlying Asset results in an Investor owning a smaller percentage of the overall Interest. For example, if an
Investor invested $1,000, the Investor would own 2.78% of the #LEBRONROOKIE Interests in the example above but only 1.04% at the
Maximum Offering Size.

 

In addition to the costs
of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail
Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR, (ii) the Offering Expenses, (iii) the
Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent
that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating
Expenses, and (iv) the cash portion of the Sourcing Fee to the Manager as consideration for assisting in the sourcing of
the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table
will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the
net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions
regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual
expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments,
and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.
The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash
on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering
for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering,
the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive
the Sourcing Fee.

 

48

 

 

DESCRIPTION OF #LEBRONROOKIE

 

Investment Overview

 

· Upon
completion of the Series #LEBRONROOKIE Offering, Series #LEBRONROOKIE will
purchase a 2003 SP Authentic Lebron James Rookie Card (The “Series LEBRONROOKIE
or the “Underlying Asset” with respect to Series #LEBRONROOKIE,
as applicable), the specifications of which are set forth below.

· Lebron
James, also called King James, is an American professional
basketball player. James is frequently discussed as one of the greatest basketball players
of all time, and certainly one of America’s most influential and popular athletes
of his generation.

· Over
the course of his career, James has won three NBA championships, three NBA Finals MVP
awards, and four NBA’s Most Valuable Player awards. while playing for the Cleveland
Cavaliers, Miami Heat and Los Angeles Lakers.

· James
is the three-time AP Athlete of the Year and two-time Sports Illustrated Sportsperson
of the Year.

· James
has played for three teams during his career, the Cleveland Cavaliers, Miami Heat and
Los Angeles Lakers, and his playing career has spanned from 2003-present.

· James
has taken a vocal stance against social issues like racial inequality, police shootings,
and even political affairs, and has empowered other athletes to use their platform in
similar ways.

· In
2010, James made a controversial decision to leave his hometown Cleveland Cavaliers to
play for the Miami Heat, a nationally televised announcement deemed “The Decision.”
After winning two championships with the Heat, Lebron triumphantly returned to the Cavaliers
and brought the city of Cleveland its first major professional sports championship since
1964, and the first-ever championship won by the Cleveland Cavaliers franchise.

 

Asset Description

 

Overview and authentication

 

· The
2003 SP Authentic #148 Lebron James AU Rookie Card is one of the most desired of Lebron’s
rookie productions. Only 500 of its kind were produced.

· The
card features Lebron James in his dunk pose while playing for the Cleveland Cavaliers.
The card is signed by James in blue ink across the bottom center of the card.

· The
underlying asset has been authenticated by Beckett (
003865873).
The card received a 9.5 with subgraded 10, 9.5, 9.5, 9. The autograph received a grade
of 10.

· Lebron
James has recently surpassed Michael Jordan on the all-time scoring list, cementing his
legacy as one of the greatest and most investable athletes in history.

 

Notable Features:

 

· This
Lebron Rookie Card is one of the most coveted, rare, and pristine in circulation. Only
500 of its kind were produced.

· Limited
Edition rookie card with only 500 produced. This particular card is #218 of 500.

· The
autograph received a percent 10 grade, and is beautifully stuck in blue ink.

 

49

 

 

Notable Defects:

 

The underlying asset shows signs of wear
consistent with its age and condition grade from Beckett.

 

Depreciation

 

The Company treats Memorabilia and Collectibles
assets as collectible and therefore will not depreciate or amortize the Series #LEBRONROOKIE going forward.

 

50

 

 

SERIES
#KAWHIBASKET

2012 Panini Prizm PSA 10 Kawhi Leonard
Rookie Cards – 30x

 

Use of Proceeds – SERIES #KAWHIBASKET

 

The following illustrates the estimated
use of proceeds of this Offering (including from Series #KAWHIBASKET Interests acquired by the Manager) if approximately
$33,600 (within the range of $18,000 and $108,000) is raised in this Offering and if the Cash Portion of the Asset Cost is $28,000
(within the range established by Zev Partners of $15,000 and $90,000):

 

    Dollar
Amount
    Percentage
of Gross

Cash Proceeds

 
Uses                
Cash
Portion of the Asset Cost
  $ 28,000       83.33 %
Broker Dealer
 & Escrow (1)
  $ 1,830       5.45 %
Legal   $ 1,250       3.72 %
Marketing &
Re-Authentication
  $ 280       0.83 %
Offering Expenses   $ 600       1.79 %
Acquisition
Expenses (Insurance, Maintenance, Transport) (2)
  $ 300       .89 %
Sourcing Fee
(cash portion)
  $ 560       1.67 %
Total Fees
and Expenses
  $ 4,820       14.35 %
Cash on Series Balance
Sheet
(including Manager’s portion of Sourcing Fee used to acquire Interests)
  $ 780       2.32 %
Total Proceeds   $ 33,600       100 %

 

(1) Calculation of Brokerage Fee (1% of
gross proceeds) excludes proceeds from the sale of Interests to the Manager, its affiliates,
or the #KAWHIBASKET Sellers.

(2) To
the extent that Acquisition Expenses are lower than anticipated, any overage would be
maintained in an operating account for future Operating Expenses.

 

On the date listed in
the Series Detail Table below, the Company entered into the agreement listed in the Series Detail Table regarding the
Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table.

 

51

 

 

Upon the closing of the Offering, proceeds
from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the
agreement and pay the Asset Seller the amounts listed in the Series Detail Table At that time, the Series will own a 100%
interest in the Underlying Asset.

 

Series Detail Table
Agreement Type   Consignment
Date of Agreement   4/20/2020
Expiration Date of Agreement   12/31/2020
Selling Entity   Zev Partners (1)
Total Sourcing Fee as a percentage of Consignment
Price
  4%
Sourcing Fee Payable in Cash   2%
Sourcing Fee Payable in Series Equity Interest   2%

 

(1)

Zev
Partners is affiliated with Jason Epstein, our founder and President – as indicated, because the consignment price is a
range, the ultimate purchase price for the asset may not be determined until immediately prior to the Closing with respect to
the Series. Because the ultimate purchase price, if different from that used in the example above, may not be determined by arms-length
bargaining, that price may be more than would be paid in an arms-length transaction and, therefore, favor Zev Partners rather
than the Company.  See “ACTUAL AND POTENTIAL CONFLICTS OF INTEREST.”  Zev Partners acquired
the Underlying Asset for $10,300.
In the example set forth above, Zev Partners would realize a profit of $17,700. If the
ultimate price established by and paid to Zev Partners for the asset is at the lower end of the range, Zev would realize a profit
of $4,700; if the ultimate price paid to Zev Partners for the asset is at the higher end of the range, Zev would realize a profit
of $79,700.

 

Dilution Potential – the fact that the price of
the Underlying Asset (and therefore the ultimate size of the Offering) currently is set at a range, a higher price paid by the
Company for the Underlying Asset results in an Investor owning a smaller percentage of the overall Interest. For example, if an
Investor invested $1,000, the Investor would own 2.98% of the #KAWHIBASKET Interests in the example above but only 0.93% at the
Maximum Offering Size.

 

In addition to the costs
of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail
Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR, (ii) the Offering Expenses, (iii) the
Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, except as to the extent
that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating
Expenses, and (iv) the cash portion of the Sourcing Fee to the Manager as consideration for assisting in the sourcing of
the Series. Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table
will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the
net proceeds of this Series Offering set forth above, represents our intentions based upon our current plans and assumptions
regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual
expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments,
and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above.
The Company is not expected to keep any of the proceeds from the Series Offering. The Series is expected to keep Cash
on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering
for future Operating Expenses. In the event that less than the Maximum Series Interests are sold in connection with the Series Offering,
the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive
the Sourcing Fee.

 

52

 

 

DESCRIPTION OF #KAWHIBASKET

 

Investment Overview

 

· Upon
completion of the Series #KAWHIBASKET Offering, Series #KAWHIBASKET will purchase
thirty unique Kawhi Leonard 2012 Panini Prizm Rookie Cards, all graded PSA 10.

· Kawhi
Leonard is an American professional basketball
player. Leonard is frequently discussed as one of the most clutch and well-rounded basketball
players in NBA history.

· Over
the course of his career, Leonard has won two NBA championships, two NBA Finals MVP awards,
four-time NBA All-Star selection, two-time All-NBA First Team, and two-time NBA Defensive
Player of the Year.

· Leonard
was the 15th overall pick in the 2011 draft by the Indiana Pacers, but was
traded that night to the San Antonio Spurs.

· After
seven seasons with the Spurs, Leonard was traded to the Toronto Raptors. He led the Raptors
to their first NBA championship in franchise history. He subsequently moved to Los Angeles
and signed with the Los Angeles Clippers as a free agent in July 2019.

 

Asset Description

 

Overview and authentication

 

· Series #KAWHIBASKET
represents a collection of thirty Kawhi Leonard 2012-2013 Panini Prizm Rookie Cards,
all graded PSA GEM-MT 10. Serial numbers for each individual asset is listed in the table
below.

· The
2012 Panini Prizm Rookie Cards are a coveted and valuable collectors item.

· The
cards feature Kawhi Leonard in his black, white and silver Spurs jersey palming the ball
in his right hand.

· 2012-2013
was the first production run for Panini Prizm cards, a popular line which has continued
to expand, adding another notable element to its significance.

· The
make-up of the original 2012-2013 Prizm is unique and primitive compared to more contemporary
vintages of this category. For example, the 2018-10291 Panini Prizm set has over 30 parallels.
Kawhi Leonard’s 2012-2013 Prizm RC has just three.

· Kawhi
Leonard’s historic NBA finals run with the Toronto Raptors, and his recent move
to Los Angeles, has elevated his stature as a premier investable athlete.

· According
to PSAcard.com, there are only 766 Kawhi Leonard 2012 Panini Prizm GEM-MT 10’s
in population. This offering represents thirty of them.

· We
estimate the value of each card to be between $500-$1,000 per card, based on recent sales
transactions.

 

53

 

 

Serial
Numbers of Each Asset within Series #KAWHIBASKET (all PSA 10 GEM-MT 2012-2013 Panini Prizm RC’s)

 

  42148573     26067512  
  28428122     25716186  
  27158291     42148547  
  26366481     27672083  
  26631487     26366459  
  26366475     27158289  
  27158429     27158292  
  27610752     25114006  
  28178495     27947215  
  27589591     28428121  
  27871423     28268006  
  28428126     42574748  
  42655479     26155154  
  28428128     27947208  
  25514989     28712083  

 

Notable Features:

 

· According
to PSA’s Population Report, there are 7,154 Kawhi Leonard 2012 Panini Prizm’s
in circulation, but only 766 graded PSA GEM-MT 10.

· This
offering contains 30 PSA GEM-MT 10 Kawhi Leonard 2012-2013 Panini Prizm cards.

 

Notable Defects:

 

The underlying asset shows signs of wear
consistent with its age and condition grade from PSA.

 

Depreciation

 

The Company treats Memorabilia and Collectibles assets as collectible
and therefore will not depreciate or amortize the Series #KAWHIBASKET going forward.

 

54

 

 

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

 

This discussion
and analysis and other parts of this offering statement contain forward-looking statements based upon current beliefs, plans and
expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors”
or in other parts of this offering circular
.

 

Since its formation in January 2020,
the Company has been engaged primarily in identifying and acquiring a collection of Underlying Assets. The Company plans to finance
the acquisitions through various methods:

 

1. Consignment – the Company
enters into an agreement with an Asset Seller to market an Underlying Asset. The owner
of the Underlying Asset, the “consignor,” retains full ownership of the Underlying
Asset until if and when the related Series commences. During this time, the Company
will engage Investors to determine interest in an Underlying Asset. If demand for the
Asset meets or exceeds the Asset Sellers asking price, the Underlying Asset will be acquired
and offered to Investors.

2. Upfront purchase – the Company
acquires an Underlying Asset from an Asset Seller prior to the launch of   
the Offering related to the Series

3. Purchase agreement – the
Company enters into an agreement with an Asset Seller to acquire an Underlying Asset,
which may expire prior to the closing of the offering for the related Series, in which
case the Company is obligated to acquire the Underlying Asset prior to the closing

4. Purchase option agreement –
the Company enters into a purchase option agreement with an Asset Seller, which gives
the Company the right, but not the obligation, to acquire the Underlying Asset

 

At the time of this filing, the Company
has entered into the agreements described in “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” above, but for
the avoidance of doubt, neither the Company nor any Series has commenced operations, are not capitalized and have no assets
or liabilities and no Series will commence operations, be capitalized or have assets and liabilities until such time as a
closing related to such Series has occurred.

 

In addition, the Manager has been engaged
in developing the financial, offering and other materials to begin offering Interests in the Company’s Series.

 

We are devoting substantially all our
efforts to establishing our business and planned principal operations will commence at the time of the launch of the Offering
for Series Interests described. As such, and because of the start-up nature of the Company’s and the Manager’s
business, the reported financial information once the Company or any Series is capitalized and has assets or liabilities,
will likely not be indicative of future operating results or operating conditions. Because of our corporate structure, we are
in large part reliant on the Manager/Asset Manager, its affiliates and employees of its owner, Collectable Technologies, Inc.,
to grow and support our business. While the officers and directors of Collectable Technologies have some similar management experience,
their experience is limited, and they have no experience selecting or managing assets in the Asset Class.

 

55

 

 

There are a number of key factors that
will have large potential impacts on our operating results going forward including the Manager/Asset Manager’s ability to:

 

· source high
quality Underlying Assets at reasonable prices to securitize;

· market the
offerings in individual Series of the Company and attract Investors to acquire the
Interests issued by Series of the Company;

  · in the future, develop a platform and provide the information
and technology infrastructure to support the issuance of Interests in Series of the Company; and
· find operating
partners to manage the collection of Underlying Assets at a decreasing marginal cost
per Underlying Asset.

 

We have not yet generated any revenues
and do not anticipate doing so until early 2021, if at all. We have not launched or completed any initial offerings to date but
expect to commence offerings during the second or third quarters of 2020.

 

At the time of this filing, none of the
Company nor any Series has commenced operations, are not capitalized and have no assets or liabilities and no Series will
commence operations, be capitalized or have assets and liabilities until such time as a closing related to such Series has
occurred. All assets and liabilities related to these Series that have been incurred to date and will be incurred until the
Closings of the respective Offerings are the responsibility of the Company or the Manager and responsibility for any assets or
liabilities related to any Underlying Assets will not transfer to each Series until such time as a Closing for each Series has
occurred. At the time of this filing, the Company is not capitalized and does not have any assets or liabilities.

 

Historical Investment in Series Assets

 

We plan to provide investment opportunities
in Underlying Assets to Investors. At the time of this filing, we entered into the agreements described in “USE OF PROCEEDS
AND DESCRIPTION OF UNDERLYING ASSETS” above. At the time of this filing, there have been no other investments.

 

Liquidity and Capital Resources

 

From inception, the Company and each
Series are expected to finance their business activities through capital contributions or other financing from the Manager/Asset
Manager (or its affiliates) to the Company and each individual Series. The Company and each Series expect to continue to
have access to ample capital financing from the Manager going forward. Until such time as a Series has 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 at the sole discretion of the Manager. At the time of this filing, no capital
contributions have been to the Company or any Series.

 

In the future, the Company may incur financial
obligations related to loans made to the Company by officers of the Manager, affiliates of the Manager or third-party lenders.
Each Series will repay any loans plus accrued interest used to acquire its Underlying Asset with proceeds generated from
the Closing of the Offering 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. At the time of this filing, no financial obligations have been incurred by the
Company or any Series.

 

56

 

 

Plan of Operations

 

The Company plans to launch approximately
25 to 50 offerings in the next twelve months. We expect to launch Offerings for the Series to which the Offering Circular
relates in the second or third quarter of 2020, with additional Series onwards. The proceeds from any offerings closed during
the next twelve months will be used to acquire additional Underlying Assets, which we anticipate will 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 assets.

 

We also intend to develop a Premium Membership
Programs (as described in “Description of the Business – Business of the Company”), which we anticipate
will allow Investors to gain access to expert collector consultations, exclusive benefits, discounted access to events and more.
No such Premium Membership Programs have been developed to date and we do not expect to develop such programs until 2021.

 

We do not anticipate generating enough
revenues in fiscal year 2020 from any Premium Membership Programs that might be developed, or otherwise, to cover any of the Operating
Expenses for any Series of Interests closed in fiscal year 2020.  See “Description of the Business – Operating
Expenses
” for additional information regarding the payment of Operating Expenses.

 

57

 

 

PLAN OF DISTRIBUTION
AND SUBSCRIPTION PROCEDURE

 

Plan of distribution

 

We are managed by the Manager, CS Asset
Manager, LLC a single-member LLC owned by Collectable Technologies, Inc.. CS Asset Manager, LLC also acts as the Asset Manager.
Neither the Manager/Asset Manager nor any other affiliated entity involved in the offer and sale of the Interests is a member
firm of the Financial Industry Regulatory Authority, Inc., or FINRA, and no person associated with us will be deemed to be
a broker solely by reason of his or her participation in the sale of the Interests.

 

The sale of the Interests is being facilitated
by the BOR, which is a registered broker-dealer under the Exchange Act and member of FINRA and is registered in each state where
the offer and sales of the Interests will occur. Interests may not be offered or sold in states where the BOR is not registered
as a broker-dealer.

 

With respect to the Interests:

 

· The Company
is the entity which issues membership interests in each Series of the Company;

· The Asset Manager,
in its capacity as Asset Manager, provides services with respect to the selection, acquisition,
ongoing maintenance and upkeep of the Underlying Assets;

· The Manager
operates each Series of Interests following the closing of the Offering for that
Series; and

· The BOR, which
is a registered broker-dealer, acts as the broker of record and facilitates the sale
of the Interests while providing certain other Investor verification and regulatory services.
For the avoidance of doubt, the BOR is not an underwriter or placement agent in connection
with the Offering. The BOR does not purchase or solicit purchases of, or make any recommendations
regarding, the Interests to prospective investors.

 

Neither the BOR, nor any other entity,
receives a finder’s fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests.

 

Each of the Offerings is being conducted
under Regulation A under the Securities Act and therefore, only offered and sold to “qualified purchasers”. For further
details on the suitability requirements an Investor must meet in order to participate in these Offerings, see “Plan of
Distribution and Subscription Procedure – Investor Suitability Standards
”. As a Tier 2 offering pursuant to Regulation
A under the Securities Act, these Offerings will be exempt from state law “Blue Sky” registration requirements, subject
to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our Interests
are offered and sold only to “qualified purchasers” or at a time when our Interests are listed on a national securities
exchange. It is anticipated that sales of securities will only be made in states where the BOR is registered.

 

The initial offering price for each Series of
Interests is equal to the aggregate of (i) the purchase price of the applicable Underlying Asset, (ii) the fees and
expenses associated with the Offering (including the Brokerage Fee, the Acquisition Expenses, and the Sourcing Fee (in each case
as described below), plus an amount in each case to be retained on the Series balance sheet, divided by the number of membership
Interests sold in each Offering. The initial offering price for a particular Series is a fixed price and will not vary based
on demand by Investors or potential investors. In some cases, the Manager and its affiliates may agree to pay and not seek
reimbursement for certain expenses associated with an Offering. There is no commitment on the part of the Manager and its affiliates,
however, to do so.

 

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There will be different closing dates
for each Offering. The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Total
Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager in its sole discretion, provided
that subscriptions for the Total Minimum Interests of such Series have been accepted. If Closing has not occurred, an Offering
shall be terminated upon the earlier of: (i) the date which is one year (which period may be extended with respect to a particular
Series by an additional six months by the Manager in its sole discretion) from the date this Offering Circular is qualified
by the Commission; or (ii) any date on which the Manager elects to terminate the Offering in its sole discretion.

 

In the case of each Series designated
with a purchase option agreement in the “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” above, the Company
has independent purchase option agreements to acquire the individual Underlying Assets, which it plans to exercise upon the closing
of the individual Offering. These individual purchase option agreements may be further extended past their initial expiration
dates and in the case a Series Offering does not close on or before its individual expiration date, or if we are unable to
negotiate an extension of the purchase option, the individual Offering will be terminated.

 

This Offering Circular does not constitute
an offer or sale of any Series of Interests outside of the U.S.

 

Those persons who want to invest in the
Interests must sign a Subscription Agreement, which will contain representations, warranties, covenants, and conditions customary
for private placement investments in limited liability companies, see “How to Subscribe” below for further
details.

 

Each Series of Interests will be issued
in book-entry form without certificates. Upon signing of the Custody Agreement, Interests will be transferred into a custodial
account, created by the Custodian for each Investor, upon the Closing of the applicable Offerings. All Investors who previously
purchased Interests in Offerings of the Company, ongoing or closed, would be required to opt in to allow the creation of a custodial
account for them before Interests can be transferred

 

The initial offering price for each
Series of Interests is equal to the aggregate of (i) the purchase price of the applicable Underlying Asset, (ii) the
fees and expenses associated with the Offering (including the Brokerage Fee, the Acquisition Expenses, and the Sourcing Fee (in
each case as described below), plus an amount in each case to be retained on the Series balance sheet, divided by the number
of membership Interests sold in each Offering. The initial offering price for a particular Series is a fixed price and will
not vary based on demand by Investors or potential investors; however, the number of units sold in each case may fluctuate, based
primarily upon the ultimate price of the Underlying Asset. In some cases, the Manager and its affiliates may agree to pay
and not seek reimbursement for certain expenses associated with an Offering. There is no commitment on the part of the Manager
and its affiliates, however, to do so.

 

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Investor Suitability Standards

 

The Interests are being offered and sold
only to “qualified purchasers” (as defined in Regulation A under the Securities Act) include: (i) “accredited
investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in
any of the Interests of the Company (in connection with this Series or any other Series offered under Regulation A)
does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater
of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s
subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor
is not a “qualified purchaser” for purposes of Regulation A.

 

For an individual potential investor to
be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition,
the investor must be a natural person who has:

 

· an individual
net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000
at the time of the purchase, excluding the value of the primary residence of such person
and the mortgage on that primary residence (to the extent not underwater), but including
the amount of debt that exceeds the value of that residence and including any increase
in debt on that residence within the prior 60 days, other than as a result of the acquisition
of that primary residence; or

· earned income
exceeding $200,000 in each of the two most recent years or joint income with a spouse
exceeding $300,000 for those years and a reasonable expectation of the same income level
in the current year.

 

If the investor is not a natural person,
different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential
investor is a “qualified purchaser”, annual income and net worth should be calculated as provided in the “accredited
investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding
the value of an investor’s home, home furnishings and automobiles.  The Interests will not be offered or sold to prospective
Investors subject to the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended (“ERISA”).

 

If you live outside the United States,
it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection
with any purchase, including obtaining required governmental or other consent and observing any other required legal or other
formalities.

 

Our Manager and the BOR, in its capacity
as broker of record for these Offerings, will be permitted to make a determination that the subscribers of Interests in each Offering
are “qualified purchasers” in reliance on the information and representations provided by the subscriber regarding
the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal
thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we
encourage you to refer to http://www.investor.gov.

 

An investment in our Interests may involve
significant risks. Only Investors who can bear the economic risk of the investment for an indefinite period of time and the loss
of their entire investment should invest in the Interests. See “Risk Factors.

 

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Minimum and Maximum Investment

 

The minimum subscription by an Investor
in an Offering is one (1) Interest and the maximum subscription by any Investor in any Offering is for Interests representing
10% of the total Interests of the Series, where such maximum subscription limit may be waived for an Investor by the Manager in
its sole discretion. Such limits do not apply to the Manager and/or affiliates of the Manager. The Manager and/or its affiliates
must purchase a minimum of 0.5% of Interests of each Series at the Closing of its each Offering. The Manager may purchase
greater than 0.5% of Interests of any Series (including in excess of 10% of any Series) at the applicable Closing, in its
sole discretion.

 

Lock-up Period

 

Upon the Closing of an Offering for a particular
Series, a 90-day lock-up period will commence from the day of the Closing, before Interests in the particular Series may
be transferred by any Investor in such Series.

 

Broker

 

Pursuant to a broker-dealer services
agreement dated as of November 19, 2019, as amended as of February 12, 2020, between Collectable.com, Inc. and
North Capital Private Securities Corporation (NCPS), a Delaware corporation (“North Capital” or “BOR”)
(as amended, the “Services Agreement”), NCPS will serve as broker of record for the Company’s Regulation A offerings.
The Services Agreement, as further amended, effective April 27, 2020, has been assigned to the Company. The BOR will perform
the following technology and compliance services in connection with the sale of the Interests as a broker-of-record:

 

1. Accept Investor data from the Company;

2. Review and process Investor information, including Know Your
Customer (KYC) data, perform Anti-Money Laundering (AML), Office of Foreign Assets Control
(“OFAC”) and other compliance background checks, and provide a recommendation
to the Company whether or not to accept Investor as a customer of the Company based solely
on AML, KYC and OFAC process;

3. Coordinate and help establish escrow services for investor
documentation.

4. Review each Investor’s subscription agreement for completeness
and, based upon such review provide a determination to the Company whether or not to
accept the use of the subscription agreement for the Investor’s participation;

5. Determine the suitability of Investors in the Offering as required
by the registration or exemption thereto applicable to the Offering and/or notify the
Company of any Investor that the BOR advises the Company to decline;

6. Liaise with the Company and Investors, if needed, to gather
additional information or clarification with respect to any of the foregoing;

  7. Keep Investor details and data confidential and not disclose
to any third-party except as required by regulators or in performance of its obligations under the Services Agreement (e.g.
as needed for AML and background checks); and

8. Comply with any required FINRA filings including filings required
under Rule 5110 for the Offering.

 

The BOR is a broker-dealer registered with
the Commission and a member of the FINRA and the SIPC and is registered in each state where the Offerings and sale of the Interests
will occur but will not act as a finder, placement agent or underwriter in connection with these Offerings. The BOR will receive
a Brokerage Fee but will not purchase or solicit the purchase of any Interests and, therefore, will not be eligible to receive
any finder’s fees or any underwriting or placement agent discounts or commissions in connection with any Offering of Interests.
In addition, we have agreed to reimburse the BOR for certain other expenses.

 

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The Services Agreement will remain in
effect for a period ending on the final closing of the Offering for a Series of Interests for which the BOR acts as broker-of-record.

 

A copy of the Services Agreement is
filed with the Commission as an exhibit to this Offering.

 

Custodian

 

The company currently expects to engage
either a transfer agent or a Custodian to hold the accounts into which Interests in the Company’s offerings are anticipated
to be transferred upon the closing of each of the Company’s offerings (as amended, the “Custody Agreement”).
It is anticipated that the Custodian will receive a Custody Fee but will not purchase any Interests and, therefore, will not be
eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any Offering.

 

Escrow Agent

 

The escrow agent is North Capital Private
Securities Corporation (NCPS), a Delaware corporation (the “Escrow Agent”), who will be appointed pursuant to an escrow
agreement among the BOR, the Escrow Agent, and the Company, on behalf of the Series (the “Escrow Agreement”).
Each Series will generally be responsible for fees due to the Escrow Agent, which are categorized as part of the Offering
Expenses described in the “Fees and Expenses” section below; however, the Manager has agreed to pay and not be reimbursed
for fees due to the Escrow Agent incurred in the case of the Offerings for the Series offered as of the date of this offering
circular. As stated above, however, there is no commitment on the part of the Manager or its affiliates to pay these expenses
in future Series offerings. The Company and the BOR must jointly and severally indemnify the Escrow Agent and each of its
officers, directors, employees and agents against any losses that are incurred in connection with providing the services under
the Escrow Agreement other than losses that arise out of the Escrow Agent’s gross negligence or willful misconduct. A copy
of the Escrow Agreement is attached hereto.

 

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Fees and Expenses

 

Offering Expenses Each Series of Interests
will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the interests associated
with that Series (the “Offering Expenses”). Offering Expenses consist of legal, accounting, escrow, filing, banking,
compliance costs and custody fees, as applicable, related to a specific offering (and excludes ongoing costs described in Operating
Expenses). The Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to the Offerings for
the Series detailed in the “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” section of this Offering Circular,
except in the case of Custody Fees, which are funded through the proceeds of the respective Offerings at Closing. As stated
above, for these Offerings, the Manager and its affiliates have agreed to pay and not seek reimbursement for the Offering Expenses.
There is no commitment on the part of the Manager and its affiliates, however, to pay these expenses in future Series offerings.

 

As compensation for providing certain custodian
services to the Company, the Custodian is expected to receive a fee equal not to exceed 0.75% of the amount raised through each
Offering (the “Custody Fee”). Each Series of interests will be responsible for paying its own Custody Fee to
the Custodian upon signing of anticipated Custody Agreement, in connection with the sale of interests in such Series, except if
otherwise stated for a particular Series. The anticipated  Custody Fee will be payable from the proceeds of such Offering.
For all Offerings closed prior to the signing of the Custody Agreement, the Manager will retroactively pay the Custodian the Custody
Fee upon transfer of Interests related to such Offerings into the accounts created for each Interest Holder by the Custodian.

 

Acquisition Expenses

 

Each Series of Interests will be responsible
for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and
acquisition of the Underlying Asset related to such Series incurred prior to the Closing, including brokerage and sales fees
and commissions (but excluding the Brokerage Fee), appraisal fees, research fees, transfer taxes, third party industry and due
diligence experts, bank fees and interest (if the Underlying Asset was acquired using debt prior to completion of an offering),
auction house fees, travel and lodging for inspection purposes, transportation costs to transfer the Underlying Asset from the
Asset Seller’s possession to the storage facility or to locations for creation of photography and videography materials
(including any insurance required in connection with such transportation), initial refurbishment or maintenance, and photography
and videography expenses in order to prepare a profile for the Underlying Asset to be used in marketing the Series (the “Acquisition
Expenses”). The Acquisition Expenses will be payable from the proceeds of each offering.

 

Brokerage Fee

 

As compensation for providing certain
broker-dealer services to the Company, the BOR will receive a fee equal to 1.00% of the gross proceeds of each Offering plus an
amount equal to 7.5% of the gross proceeds of all series Offerings until such time as a the BOR has received $10,000 in the aggregate
for all series Offerings; thereafter, with respect to each series Offering, the BOR receives 7.5% of the gross proceeds of each
series Offering until such a time as NCPS has received $1,000 in the aggregate for each such series Offering. Each Series of
interests will be responsible for paying its own Brokerage Fee to the BOR in connection with the sale of interests in such Series,
except if otherwise stated for a particular Series. The Broker also shall receive reimbursements for out-of-pocket expenses incurred
in performance of the services under the Services Agreement. These reimbursements are not to exceed $50,000 in the aggregate in
connection with the Offerings.

 

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In addition to the Brokerage Fees, the
Manager pays North Capital Investment Technology (NCIT), the parent company of the Broker, a monthly administrative fee of $500
for technology tools to facilitate the offering of securities. Our Manager will also pay NCIT a one-time installation and setup
fee of $2,500. These fees are capped at $100,000 for each Offering.

 

The Broker will monitor all compensation,
from any source, and will ensure that its total compensation for each Offering, and all Offerings, does not exceed 8% of the total
offering proceeds, in the aggregate.

 

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Sourcing Fee

 

The Manager will be paid the Sourcing
Fee, which in respect of each Offering, shall not exceed the amounts described in the “USE OF PROCEEDS AND DESCRIPTION OF
UNDERLYING ASSETS” section of this Offering Circular (or any supplement or amendment in the event of future Offerings) and
in respect of any other offering, such amount as determined by the Manager at the time of each Offering, which may exceed the
Sourcing Fee being charged in the current Offerings.

 

Additional Information Regarding this Offering Circular

 

We have not authorized anyone to provide
you with information other than as set forth in this Offering Circular. Except as otherwise indicated, all information contained
in this Offering Circular is given as of the date of this Offering Circular. Neither the delivery of this Offering Circular nor
any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since
the date hereof.

 

From time to time, we may provide an “Offering
Circular Supplement” that may add, update or change information contained in this Offering Circular. Any statement that
we make in this Offering Circular will be modified or superseded by any inconsistent statement made by us in a subsequent Offering
Circular Supplement. The Offering Statement we filed with the Commission includes exhibits that provide more detailed descriptions
of the matters discussed in this Offering Circular. You should read this Offering Circular and the related exhibits filed with
the Commission and any Offering Circular Supplement, together with additional information contained in our annual reports, semiannual
reports and other reports and information statements that we will file periodically with the Commission.

 

The Offering Statement and all amendments,
supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or
in the legal section for the applicable Underlying Asset at our website www.collectable.com. The contents of the website are not
incorporated by reference in or otherwise a part of this Offering Circular.

 

How to Subscribe

 

Potential Investors who are “qualified
purchasers” may subscribe to purchase Interests in the Series.

 

The subscription process for each Offering
is a separate process. Any potential Investor wishing to acquire any Series Interests must:

 

1. Carefully read this Offering Circular, and any current supplement,
as well as any documents described in the Offering Circular or attached hereto or which
you have requested. Consult with your tax, legal and financial advisors to determine
whether an investment in any of the Series Interests is suitable for you.

2. Review, complete and sign the Subscription Agreement (including
the “Investor Qualification and Attestation” attached thereto) and return
it to us as instructed. Except as otherwise required by law, subscriptions may not be
withdrawn or cancelled by subscribers.

 

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  3. Once the completed Subscription Agreement is signed for a particular
Offering, you must transfer funds in an amount equal to the purchase price for the relevant Series of Interests you have
subscribed for (as set out on the front page of your Subscription Agreement) into a non-interest-bearing escrow account
with Escrow Agent. This may be done by ACH transfer of funds. The Escrow Agent will hold such subscription monies in escrow
until such time as your Subscription Agreement is either accepted or rejected by the Manager and, if accepted, such further
time until you are issued with Series Interests for which you subscribed.

4. The Manager and the BOR will review the subscription documentation
completed and signed by you. You may be asked to provide additional information. The
Manager or the BOR will contact you directly if required. We reserve the right to reject
any subscriptions, in whole or in part, for any or no reason, and to withdraw any Offering
at any time prior to Closing.

5. Once the review is complete, the Manager will inform you whether
or not your application to subscribe for the Series Interests is approved or denied
and if approved, the number of Series Interests you are entitled to subscribe for.
If your subscription is rejected in whole or in part, then your subscription payments
(being the entire amount if your application is rejected in whole or the payments associated
with those subscriptions rejected in part) will be refunded promptly, without interest
or deduction. The Manager accepts subscriptions on a first-come, first served basis subject
to the right to reject or reduce subscriptions.

6. If all or a part of your subscription in a particular Series is
approved, then the number of Series Interests you are entitled to subscribe for
will be issued to you upon the Closing. Simultaneously with the issuance of the Series Interests,
the subscription monies held by the Escrow Agent in escrow on your behalf will be transferred
to the account of the applicable Series as consideration for such Series Interests.

 

By executing the Subscription Agreement,
you agree to be bound by the terms of the Subscription Agreement and the Operating Agreement. The Company, the Manager and the
BOR will rely on the information you provide in the Subscription Agreement, including the “Investor Qualification and Attestation”
attached thereto and the supplemental information you provide in order for the Manager and the BOR to verify your status as a
“qualified purchaser”. If any information about your “qualified purchaser” status changes prior to you
being issued Series Interests, please notify the Manager immediately using the contact details set out in the Subscription
Agreement.

 

For further information
on the subscription process, please contact the Manager using the contact details set out in the “Where to Find Additional
Information” section.

 

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The subscription funds
advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing account with the
Escrow Agent and will not be commingled with the Series of Interests’ operating account, until if and when there is
a Closing for a particular Offering with respect to that Investor. When the Escrow Agent has received instructions from the Manager
or the BOR that an Offering will close, and the Investor’s subscription is to be accepted (either in whole or part), then
the Escrow Agent shall disburse such Investor’s subscription proceeds in its possession to the account of the applicable
Series. If an Offering is terminated without a Closing, or if a prospective Investor’s subscription is not accepted or is
cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective Investors will be returned promptly
to them without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by the Manager.

 

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DESCRIPTION OF THE
BUSINESS

 

Overview

 

The collectible sports memorabilia market,
a multi-billion-dollar industry is characterized by: (i) a small number of collectors who have the financial means to acquire
and financially benefit from blue chip sports assets and (ii) a large number of sports memorabilia enthusiasts who have equivalent
knowledge and passion for such assets, but with limited or no current mechanisms to benefit financially from or enjoy certain
benefits of ownership of the Asset Class in the highest value segment. This dichotomy and the disproportionate access to
the upper-end of the market have resulted in the creation of significant latent demand from the enthusiast community to participate
more meaningfully in an asset class that, to date, they have passively watched deliver returns to a select group of individual
collectors.  Furthermore, those who can afford ownership of blue chip memorabilia assets are often faced with purchasing
barriers such as: high fees and minimums from auction houses and gatekeepers, lack of transparency from sellers/dealers, questionable
authentication of items, asset hoarding by collectors, and even poor discoverability and filterability from established marketplaces.
Simply put, the costs of investing in this asset class are high and transaction volumes are low with few options for liquidity,
resulting in longer holding periods. As a result, the opportunity to build wealth in this Asset Class remains largely inaccessible
to most.

 

Collectable Sports Assets, LLC is our solution
to this problem. In creating fractional ownership investment opportunities for collectibles, we aim to provide accessibility,
enhanced security, increased socialization and community, and a fully regulated approach to memorabilia ownership.

 

We plan to target the acquisition of Underlying
Assets ranging in price anywhere from $25,000 to $7,000,000. Our mission is to democratize wealth accumulation by providing access,
liquidity and transparency within the memorabilia asset class.

 

Market Opportunity

 

Collectable Sports Assets LLC will predominantly
focus on the blue-chip sports memorabilia niche. According to proprietary research and cross-referenced with study conducted by
Charles River Ventures, the United States sports memorabilia market amounts to $5.4 billion annually, including total gross merchandise
value [GMV] from eBay, independent auction houses, online retail venues, and other sources.  Excluded in the calculation
were anything relating to sports apparel or mass-produced sports items that may be confused with unique memorabilia. The calculation
also does not include the value of modern sports cards, a conservative approach that may be amended due to the valuations of contemporary
sports memorabilia stabilizing and improving in recent years.

 

As recently as 2017, the following statistics
provided a view of the sports memorabilia breakdown:

 

· eBay: $4.7
billion (87% of total sports memorabilia volume)
. eBay generated $84 billion in gross
merchandise volume in 2017. Extrapolating data from their net revenue by geographic breakdown,
we estimate that 43% of marketplace GMV came from the U.S. As such, we estimate the GMV
of eBay’s U.S. marketplace is $36 billion in 2017. According to an academic study,
sports memorabilia constitutes 13% of all eBay sales and represents one of the company’s
top five categories by transaction volume, according to an eBay report.

 

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· Online/Miscellaneous:
$400 million (7% of total sports memorabilia volume). 
Quantifying the total
sales volume of all private sales from retailers, hobby shops, trade shows, Craigslist
and other small marketplaces is difficult; however, we can confidently assert the total
from all the above would exceed the total sales of all independent auction houses, if
only from the sheer volume of sellers in this category. For example, at the National
Sports Collectors Convention, there are generally 30 dealers with booths for every one
auction house represented on the floor. We conservatively set the total sales number
at $400 million annually.

 

· Independent
Auction Houses: $290 million (5% of total sports memorabilia volume).
There are roughly
100 auction houses specializing in sports specializing in sports memorabilia. Heritage
Auctions is the largest in terms of annual sales, with $100 million in 2017, of which
$63 million constituted auction sales and the balance flowing through private transactions.
The next five biggest auction houses tracked through Collectable’s own data collection
generated about $90 million in sales in 2017. We conservatively estimate the remaining
90 or so auction houses generate about $100 million total in sports memorabilia auction
sales.”

 

· Auction
House Private Sales: $62.5 million (1% of total sports memorabilia volume).
The offline
segment is nearly impossible to estimate because its sales data is not published anywhere,
and there are few if any trade associations that track the data. However, using Heritage
Auction House’s ratio of auctions-to-private sales as a reference point for the
remaining auction houses (65% to 35%, or more conservatively 75% to 25%), we can estimate
an additional $62.5 million in private sales conducted by the auction houses.

 

The collectible sports memorabilia market
is opaque and fragmented. We believe there is a significant opportunity for any company that can develop a platform to make the
market more liquid and transparent for investors of all means and backgrounds, and thus increase participation in the asset class
overall.

 

According to Forbes and Boxes CEO Richard
Engel, there are over 200 million collectors of varying types worldwide, and 33% collectors either currently own or have previously
owned at least one sports collectible in their lifetimes. As such, the overall market on trading cards and sports memorabilia
could reach 67 million people.

 

We expect the sports collectibles market
to grow and present unique opportunities moving forward as a result of demand stemming from investors looking for an uncorrelated
alternative asset class and an increase in global wealth. We believe that the sports collectibles market is well-positioned to
drive growth in the upcoming years.

 

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Furthermore, demand for sports collectibles
continues to accumulate. Despite deemed “the most populist of passion assets”, the bulk of the wealth in the industry
centers around the domestic baby boomers. Yet, the sports collectibles industry continues to experience tailwinds from millennial
and foreign buyers. According to the Wall Street Journal, millennial and members of Generation Z are attracted to sports memorabilia
because their familiarity with sports makes collecting “more digestible as a passion and hobby.” Foreign buyers have
been jumping into the market due to the proliferation and success of international sports stars, such as Yao Ming of China and
Luka Doncic of Slovenia.

 

We believe the overall macroeconomic environment
remains favorable for high performing alternative asset classes, including art and collectibles. Interest rates are expected to
remain moderate (albeit rising) across most developed economies and returns in traditional asset classes such as stocks and investment
grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe
that these factors will support the trend for investors to seek returns in alternative assets, which are expected to continue
to make these a more permanent component of investment strategies broadly.

 

Mission

 

The Company’s mission is to leverage
technology and design, modern business models influenced by the sharing economy, and advancements in the financial regulatory
environment to democratize the Asset Class. The Company aims to provide enthusiasts with access to the market by enabling them
to create a diversified portfolio of equity interests in the highest quality Memorabilia Assets through a seamless investment
experience. As well, Investors will have the opportunity to participate in a unique collective ownership experience,
including museum/retail locations and social events, as part of the Premium Membership Programs that we intend to develop. The
objective is to use revenue generated from these Premium Membership Programs to fund the highest caliber of care for the Underlying
Assets in the collection, which we expect ultimately to be offset by meaningful economies of scale in the form of lower costs
for collection level insurance, maintenance contracts and storage facilities, and to generate Free Cash Flow distributions to
equity Investors in the Underlying Assets.  The Manager may maintain Free Cash Flow funds in a deposit account or an investment
account for the benefit of the Series.

 

Collectors and dealers interested in selling
their Underlying Assets will benefit from greater liquidity, significantly lower transaction costs and overhead, and a higher
degree of transparency as compared to traditional methods of transacting the Underlying Assets. Auction and consignment models
may include upwards of ~20% of asset value in transaction costs, as well as meaningful overhead in terms of asset preparation,
shipping and marketing costs, and time value. The Company thus aims to align the interests of buyers and sellers, while opening
up the market to a significantly larger number of participants than was previously possible, thereby driving market appropriate
valuations and greater liquidity.

 

Business of the Company

 

The Interests represent an investment in
a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager
generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such
Series. However, we expect that the operations of the Company, including the issuance of additional Series of Interests and
their acquisition of additional assets, will benefit Investors by enabling each Series to benefit from economies of scale
and by allowing Investors to enjoy the Company’s Underlying Asset collection through Premium Membership Programs that we
intend to develop.

 

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We anticipate that the Company’s
core competency will be the identification, acquisition, marketing and management of Memorabilia Assets for the benefit of the
Investors. The Company, with the support of the Manager and its affiliates, aims to provide:

 

  · Investors with access to the highest quality Memorabilia Assets
for investment, portfolio diversification and secondary market liquidity for their Interests, although there can be no guarantee
that a secondary market will ever develop.

 

· Asset Sellers
with greater market transparency and pricing insights, lower transaction costs, increased
liquidity, a seamless and convenient sale process, portfolio diversification and the
ability to retain minority equity positions in assets via the retention of equity interests
in Offerings. It is our intention to develop methods by which we can “test the
waters” as it pertains to pricing and demand for items in consideration, offering
an additional layer of price discovery for sellers.

 

· Our clients
with a premium, highly curated, engaging Memorabilia Asset media experience, including
“fantasy collecting” features.

 

· Our clients
with opportunities to engage with the Underlying Assets in the Company’s collection
through a diverse set of tangible interactions in unique collective ownership experiences
(together, the “Premium Membership Programs”) such as:

 

o warehouse
visits, pop-up shops with partner businesses, or “tents” at major auctions/events
where users can view the Underlying Assets in person and interact with each other in
a social environment;

 

o gain
access to expert collector consultations, exclusive benefits, discounted access to events;

 

o asset
sponsorship models (e.g. corporate sponsors or individuals pay for assets to appear in
movies, commercials or at events); and

 

o Other
asset-related products (e.g., merchandise, social networking, communities).

 

We believe that a core principle of
sports memorabilia asset collecting should be the enjoyment of the assets. As such, one of the goals of the Premium Membership
Programs will be to operate the asset profitably (i.e., generate revenues in excess of Operating Expenses through the Premium
Membership Programs within mandated usage guidelines) while maintaining exemplary maintenance standards to support the potential
generation of financial returns for Investors in each Series. The Premium Membership Programs, with appropriate controls and incentives,
and active monitoring by the Manage/Asset Manager, should enable a highly differentiated and enjoyable shared collecting experience
while providing for premium care for assets in the Company’s collection. To the extent the Manager/Asset Manager consider
it beneficial to Investors, we plan to include all the Underlying Assets, in the sole discretion of the Manager, in any Premium
Membership Programs that we develop. Our objective is to become a leading marketplace for investing in collector quality Memorabilia
Assets and to provide Investors with financial returns commensurate with returns in the Asset Class, to enable deeper and more
meaningful participation by Memorabilia Asset enthusiasts in the hobby, to provide experiential and social benefits comparable
to those of a world-class Memorabilia Asset collector, and to manage the collection in a manner that provides exemplary care to
the assets and offers potential returns for Investors.

 

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Competition

 

Although the Company’s business model
is somewhat new to the memorabilia and collectibles industry, there is potentially significant competition for the Underlying
Assets, which the Company securitizes through its offerings, from many different market participants. While the majority of transactions
continue to be peer-to-peer with very limited public information, other market players such as memorabilia and collectibles dealers
and auction houses continue to play an increasing role.

 

Most of our current and potential competitors
in the memorabilia and collectibles industry, such as dealers and auction houses, have significantly greater financial, marketing
and other resources than we do and may be able to devote greater resources sourcing the Underlying Assets that the Company competes
for. In addition, almost all of these competitors, in particular the auction houses, have longer operating histories and greater
name recognition than we do and are focused on a more established business model.

 

There are also other start-up models around
shared ownership of memorabilia and collectibles, developing in the industry, which will result in additional competition for
Underlying Assets, including models which securitize ownership through the regulated securities market.

 

With the continued increase in popularity
of the memorabilia and collectibles market, we expect competition for the Underlying Assets to intensify in future. Increased
competition may lead to increased memorabilia and collectibles prices, which will reduce the potential value appreciation that
Interest Holders may be able to achieve by owning Interests in the Company’s Offerings and will decrease the number of high-quality
assets the Company can securitize.

 

In addition, there are companies that are
developing crowd funding models for other alternative asset classes such as race horses, art or wine, who may decide to enter
the memorabilia and collectibles as well.

 

Customers

 

We target the broader U.S. memorabilia
and collectibles enthusiast and the 83.1 million U.S. millennial market (based on 2015 figures by the U.S. Census Bureau) as our
key customer bases. The customers of the Company are the Investors in each Series that has closed an Offering. As of the
date of this filing, the Company has not closed any Offerings.

 

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Manager

 

The Operating Agreement designates the
Manager as the managing member of the Company. The Manager will generally not be entitled to vote on matters submitted to the
Interest Holders. The Manager will not have any distribution, redemption, conversion or liquidation rights by virtue of its status
as the Manager.

 

The Operating Agreement further provides
that the Manager, in exercising its rights in its capacity as the managing member, will be entitled to consider only such interests
and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any
consideration to any interest of or factors affecting the Company, any Series of Interests or any of the Interest Holders
and will not be subject to any different standards imposed by the Operating Agreement, the LLC Act or under any other law, rule or
regulation or in equity. In addition, the Operating Agreement provides that the Manager will not have any duty (including any
fiduciary duty) to the Company, any Series or any of the Interest Holders.

 

In the event the Manager resigns as managing
member of the Company, the holders of a majority of all Interests of the Company may elect a successor managing member. Holders
of Interests in each Series of the Company have the right to remove the Manager as manager of the Company, by a vote of two-thirds
of the holders of all Interests in each Series of the Company (excluding the Manager), in the event the Manager is found
by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series of
Interests or the Company. If so convicted, the Manager shall call a meeting of all of the holders of every Series of Interests
within 30 calendar days of such non-appealable judgment at which the holders may vote to remove the Manager as manager of the
Company and each Series. If the Manager fails to call such a meeting, any Interest Holder will have the authority to call such
a meeting. In the event of its removal, the Manager shall be entitled to receive all amounts that have accrued and are due and
payable to it. If the holders vote to terminate and dissolve the Company (and therefore the Series), the liquidation provisions
of the Operating Agreement shall apply (as described in “Description of the Interests Offered – Liquidation Rights”).
In the event the Manager is removed as manager of the Company, it shall also immediately cease to be manager of any Series.

 

See “Management” for
additional information regarding the Manager.

 

Advisory Board

 

The Manager has assembled an Advisory Board
to assist the Manager in identifying and acquiring the Underlying Assets, to assist the Asset Manager in managing the Underlying
Assets and to advise the Manager and certain other matters associated with the business of the Company and the various Series of
Interests.

 

The members of the Advisory Board are not
managers or officers of the Company or any Series and do not have any fiduciary or other duties to the Interest Holders of
any Series.  See “MANAGEMENT – Advisory Board.”

 

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Operating Expenses

 

Operating Expenses are allocated to each
Series based on the Companies allocation policy (see “Allocation of Expenses” below). Each Series is only
responsible for the Operating Expenses associated with such Series, as determined by the Manager in accordance with the allocation
policy, and not the Operating Expenses related to any other Series. Upon the Closing of an Offering for a Series, the Series will
be responsible for the following costs and expenses attributable to the activities of the Company related to the Series:

 

(i) any and all ongoing fees, costs and expenses incurred in connection
with the management of the Underlying Asset related to a Series, including import taxes,
income taxes, annual registration fees, transportation (other than transportation costs
described in Acquisition Expenses), storage (including its allocable portion of property
rental fees should the Manager decide to rent a property to store a number of Underlying
Assets), security, valuation, custodianship, marketing, maintenance, refurbishment, presentation,
perfection of title and utilization of an Underlying Asset;
(ii) fees, costs and expenses incurred in connection with preparing
any reports and accounts of a Series of Interests, including any blue-sky filings
required in certain states and any annual audit of the accounts of such Series of
Interests (if applicable);
(iii) fees, costs and expenses of a third-party registrar and transfer
agent appointed in connection with a Series of Interests;
(iv) fees, costs and expenses incurred in connection with making
any tax filings on behalf of the Series of Interests;
(v) any indemnification payments; (vi) any and all insurance
premiums or expenses incurred in connection with the Underlying Asset.
(vii) any similar expenses that may be determined to be Operating
Expenses, as determined by the Manager in its reasonable discretion.

 

The Manager/Asset Manager has agreed
to pay and not be reimbursed for Operating Expenses incurred prior to the Closing of any of the Series detailed in this offering
circular. The Manager/Asset Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account
of rent (other than for storage of the Underlying Asset), supplies, secretarial expenses, stationery, charges for furniture, fixtures
and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures
in connection with the storage of the Underlying Assets).

 

If the Operating Expenses for a particular
Series exceed the amount of revenues generated from the Underlying Asset of such Series and cannot be covered by any
Operating Expense reserves on the balance sheet of the Series, the Manager/Asset Manager may (a) pay such Operating Expenses
and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series, on which the Manager/Asset Manager
may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by the
Underlying Asset related to such Series (an “Operating Expenses Reimbursement Obligation(s)”), and/or (c) cause
additional Interests to be issued in the Series in order to cover such additional amounts.

 

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Indemnification of the Manager and its affiliates

 

The Operating Agreement provides that none
of the Manager, or its affiliates, the Asset Manager, nor any current or former directors, officers, employees, partners, shareholders,
members, controlling persons, agents or independent contractors of the Manager, members of the Advisory Board, nor persons acting
at the request of the Company in certain capacities with respect to other entities (collectively, the “Indemnified Parties”)
will be liable to the Company, any Series or any Interest Holders for any act or omission taken by the Indemnified Parties
in connection with the business of the Company or any Series that has not been determined in a final, non-appealable decision
of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.

 

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

 

Description of the Asset Management Agreement

 

Each Series has entered or intends
to enter into a separate asset management agreement with the Manager to act in the capacity of Asset Manager. The Series referenced
in the “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” section of this Offering Circular, will each appoint
the Asset Manager to manage the respective Underlying Assets pursuant to the Asset Management Agreement. The services provided
by the Asset Manager will include:

 

– Together with members of the Advisory
Board, creating the asset maintenance policies for the collection of assets;

– Investigating, selecting, and, on behalf
of the applicable Series, engaging and conducting business with such persons as the Asset Manager deems necessary to ensure the
proper performance of its obligations under the Asset Management Agreement, including but not limited to consultants, insurers,
insurance agents, maintenance providers, storage providers and transportation providers and any and all persons acting in any
other capacity deemed by the Asset Manager necessary or desirable for the performance of any of the services under the Asset Management
Agreement; and

– Developing standards for the transportation
and care of the Underlying Assets. The Asset Management Agreement entered with each Series will terminate on the earlier
of: (i) one year after the date on which the relevant Underlying Asset related to a Series has been liquidated and the
obligations connected to the Underlying Asset (including contingent obligations) have been terminated, (ii) the removal of
the Manager as managing member of the Company (and thus all Series of Interests), (iii) upon notice by one party to
the other party of a party’s material breach of the Asset Management Agreement, or (iv) such other date as agreed between
the parties to the Asset Management Agreement.

 

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

 

Management Fee

 

As consideration for managing each Underlying
Asset, the Asset Manager will be paid a semi-annual Management Fee pursuant to the Asset Management Agreement, equal to up to
50% of any available Free Cash Flow generated by a Series for such six-month period. The Management Fee will only become
payable if there are sufficient proceeds to distribute Free Cash Flow to the Interest Holders.

 

Asset Selection

 

Each of the assets that we offer will be
sourced by our expert investment committee and will satisfactorily meet our four BASE criteria: Benchmarks, Authenticity,
Significance, Earnings Potential
. For each criterion, we will examine the following factors:

 

· Benchmarks:
realized prices at auction, sell-through rate indicators, will demand exceed supply?

 

· Authenticity:
reputable source, recently and reliably graded, certified authenticity.

 

· Significance:
importance to sports history, continued cultural relevance, collector and investor opinions,
macro market trends.

 

· Earnings Potential:
Prospected appreciation, market momentum, liquidity, frequency of sales, purchase price
and terms.

 

It is our objective to acquire a diverse
collection of top tier sports collectibles. We will pursue investments opportunistically whenever we can leverage our industry-specific
knowledge, unique sourcing angle or our relationships to bring compelling investment opportunities to investors. We aim to acquire
only the highest of caliber assets and to appropriately maintain, monitor and manage the collection for continued value appreciation
and to enable respectful enjoyment and utilization by the investors and potential lessees.

 

We anticipate that our Advisory Board will
assist in the identification of Underlying Assets and in finding and identifying storage, maintenance specialists and other related
service providers. This will give the Company access to the highest quality assets and balanced information and decision making
from information collected across a diverse set of constituents in the Asset Class, as well as a network of partners to ensure
the highest standards of care for the Underlying Assets.

 

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Our asset selection criteria were established
by the Manager/Asset Manager and in the future with the consultation of members of the Company’s Advisory Board and are
continually influenced by Investor demand and current industry trends. The criteria are subject to change from time to time in
the sole discretion of the Manager. Although we cannot guarantee positive investment returns on the Underlying Assets we acquire,
we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s
value appreciation potential as well as value preservation potential. The Manager/Asset Manager, with guidance from the members
of the Company’s Advisory Board, will endeavor to only select assets with known ownership history, certificates of authenticity,
and highest possible quality grades, to the extent that such metrics exist in a particular sub-sector (e.g. trading cards) and
other related records. The Manager/Asset Manager, with guidance from members of the Company’s Advisory Board, also considers
the condition of the assets, historical significance, ownership history and provenance, the historical valuation of the specific
asset or comparable assets and our ability to relocate the asset to offer tangible experiences to Investors. The Manager/Asset
Manager, with guidance from members of the Company’s Advisory Board, will review asset selection criteria at least annually.
The Manager/Asset Manager, intends to seek approval from the Advisory Board for any major deviations from these criteria.

 

Through the Company’s network,
the Manager/Asset Manager and Advisory Board, we believe that we will be able to identify and acquire Underlying Assets of the
highest quality and known provenance, as well as examples of potential “future classics,” and obtain proprietary access
to limited production runs, with the intent of driving returns for Investors in the Series of Interests that owns the applicable
asset. We aim to bring together a significantly larger number of potential buyers with Asset Sellers than traditional auction
houses or dealers are able to achieve. Through this process, we believe we can source and syndicate Underlying Assets more efficiently
than the traditional method in the Asset Class and with significantly lower transaction and holding costs.

 

Asset Acquisition

 

The Company plans to acquire Underlying
Assets through various methods:

 

1. Consignment – the Company
enters into an agreement with an Asset Seller to market an Underlying Asset. The owner
of the Underlying Asset, the “consignor,” retains full ownership of the Underlying
Asset until if and when the related Series commences. During this time, the Company
will engage Investors to determine interest in an Underlying Asset. If demand for the
Asset meets or exceeds the Asset Sellers asking price, the Underlying Asset will be acquired
and offered to Investors.

 

2. Upfront purchase – the Company
acquires an Underlying Asset from an Asset Seller prior to the launch of the Offering
related to the Series

 

3. Purchase agreement – the
Company enters into an agreement with an Asset Seller to acquire an Underlying Asset,
which may expire prior to the closing of the offering for the related Series, in which
case the Company is obligated to acquire the Underlying Asset prior to the closing

 

4. Purchase option agreement –
the Company enters into a purchase option agreement with an Asset Seller, which gives
the Company the right, but not the obligation, to acquire the Underlying Asset

 

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In the case where an Underlying Asset is
acquired prior to the launch or closing, as the case may be, of the offering process for the related Series, the proceeds from
the associated offering, net of any Brokerage Fee, Offering Expenses or other Acquisition Expenses or Sourcing Fee, may be used,
in whole or in part, to reimburse the Company for the acquisition of the Underlying Asset or repay any loans made to the Company,
plus applicable interest, to acquire such Underlying Asset.

 

Sometimes, rather than pre-purchasing an
Underlying Asset before the Closing of an Offering, the Company may negotiate with Asset Sellers for the exclusive right to market
an Underlying Asset to Investors for a period of time (the “Exclusivity Period”). The Company plans to achieve this
by pre-negotiating a purchase price (or desired amount of liquidity) and entering into an asset purchase agreement or a purchase
option agreement with an Asset Seller for an Underlying Asset, which would close simultaneously upon the closing of the offering
of Interests in the Series associated with that Underlying Asset. Then, upon Closing a successful Offering, the Asset Seller
would be compensated with a combination of cash proceeds from the offering and, if elected, equity ownership in the Series associated
with the Underlying Asset (as negotiated in the agreement for such Underlying Asset).

 

Additional details on the acquisition method
for each Underlying Asset can be found in the “Use of Proceeds and Description of Underlying Assets” section
for each respective Series.

 

Asset Liquidity

 

The Company intends to hold and manage
all of the assets indefinitely. Liquidity for Investors would be obtained by transferring their Interests in a Series, although
there is not currently a secondary market for any Series of Interests and there can be no assurances that one will develop
or that appropriate registrations to permit secondary trading, as the case may be, will ever be obtained. However, should an offer
to liquidate an Underlying Asset materialize and be in the best interest of the Investors, as determined by the Manager, the Manager,
with guidance from the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the
asset. Furthermore, should an Underlying Asset become obsolete (e.g., due to lack Investor demand for its Interests) or suffer
from a catastrophic event, the Manager may choose to sell the asset. As a result of a sale under any circumstances, the Manager
would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under
the asset’s insurance contract) to the Interest Holders of the applicable Series (after payment of any accrued liabilities
or debt, including but not limited to balances outstanding under any Operating Expenses Reimbursement Obligation, on the Underlying
Asset or of the Series at that time).

 

Facilities

 

The Manager intends to operate the Company
and manage the collection in a manner that will focus on the ongoing security of all Underlying Assets. The Manager will store
the Underlying Assets, along with other assets, in a professional facility and in accordance with standards commonly expected
when managing Memorabilia Assets of equivalent value and always as recommended by the Advisory Board.

 

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The Manager/Asset Manager is located
at 333 Westchester Avenue, Suite W2100, White Plains, NY 10604 and presently has no employees. Collectable Technologies,
Inc. presently has no full-time employees and three part-time contractors. The Company has no employees.

 

Legal Proceedings

 

None of the Company, any Series, the
Manager/Asset Manager or any director or executive officer of the Manager/Asset Manager is presently subject to any material legal
proceedings.

 

Allocation of Expenses

 

To the extent relevant, Offering Expenses,
Acquisition Expenses, Operating Expenses, revenue generated from Underlying Assets and any indemnification payments made by the
Company will be allocated amongst the various Series in accordance with the Manager’s allocation policy, a copy of
which is available to Investors upon written request to the Manager. The allocation policy requires the Manager to allocate items
that are allocable to a specific Series to be borne by, or distributed to (as applicable), the applicable Series of
Interests. If, however, an item is not allocable to a specific Series but to the Company in general, it will be allocated
pro rata based on the value of Underlying Assets or the number of Underlying Assets, as reasonably determined by the Manager or
as otherwise set forth in the allocation policy. By way of example, as of the date hereof it is anticipated that revenues and
expenses will be allocated as follows:

 

Revenue or Expense Item Details Allocation
Policy (if revenue or expense is not clearly allocable to a specific underlying asset)
Revenue Premium
Membership Fees
Allocable
pro rata to the value of each underlying asset
Offering
Expenses
Filing expenses
related to submission of regulatory paperwork for a series
Allocable
pro rata to the number of underlying assets
Underwriting
expense incurred outside of Brokerage Fee
Allocable
pro rata to the number of underlying assets
Legal expenses
related to the submission of regulatory paperwork for a series
Allocable
pro rata to the number of underlying assets
Audit and
accounting work related to the regulatory paperwork or a series
Allocable
pro rata to the number of underlying assets
Escrow agent
fees for the administration of escrow accounts related to the offering
Allocable
pro rata to the number of underlying assets
Compliance
work including diligence related to the preparation of a series
Allocable pro rata to the number
of underlying assets
Bank transfer
and other bank account related fees
Allocable to each Underlying Asset
Transfer
to and custody of Interests into Brokerage accounts
Estimated to be 0.75% of gross
proceeds of offering (to be finalized upon execution of Custody Agreement)
Acquisition
Expense
Transportation
of underlying asset as at time of acquisition
Allocable
pro rata to the number of underlying assets
Insurance
of underlying asset as at time of acquisition
Allocable
pro rata to the value of each underlying asset
Preparation
of marketing materials
Allocable
pro rata to the number of underlying assets
Identification
fee, Sourcing Fee, Document fee, authenticity and verification check and any restoration and maintenance
Allocable
directly to the applicable underlying asset
Interest/purchase
option expense in the case an underlying asset was pre-purchased us prior to the closing of an offering through a loan or
in which the Company obtained a purchase option
Allocable
directly to the applicable underlying asset

 

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Operating Expense Storage Allocable
pro rata to the number of underlying assets
Security
(e.g., surveillance and patrols)
Allocable pro rata to the number
of underlying assets
Custodial
fees
Allocable pro rata to the number
of underlying assets
Appraisal
and valuation fees
Allocable pro rata to the number
of underlying assets
Marketing
expenses in connection with any revenue generating event
Allocable
pro rata to the value of each underlying asset
Insurance Allocable
pro rata to the value of each underlying asset
Maintenance Allocable
directly to the applicable underlying asset
Transportation
to public events, including those associated with Premium Membership Programs
Allocable
pro rata to the number of underlying assets
Ongoing reporting
requirements (e.g. Reg A+ or Exchange Act reporting)
Allocable
pro rata to the number of underlying assets
Audit, accounting
and bookkeeping related to the reporting requirements of the series
Allocable
pro rata to the number of underlying assets
Other Premium
Membership Program related expenses (e.g., location, catering, facility management, film and photography crew)
Allocable
pro rata to the value of each underlying asset
Indemnification
Payments
Indemnification
payments under the Operating Agreement
Allocable
pro rata to the value of each underlying asset

 

 

Notwithstanding the foregoing, the Manager may revise and update
the allocation policy from time to time in its reasonable discretion without further notice to the Investors. For example, and
as stated above, for these Offerings, the Manager and its affiliates have agreed to pay and not seek reimbursement for the Offering
Expenses. There is no commitment on the part of the Manager and its affiliates, however, to pay these expenses in future Series offerings.

 

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MANAGEMENT

 

Manager

 

The Manager of the Company will be CS Asset
Manager, LLC, a Delaware limited liability company formed on February 14, 2020.

 

The Company operates under the direction
of the Manager, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing
our investment strategy. Collectable Technologies, Inc., the sole member of the Manager, has established a Board of Directors
that will make decisions with respect to all asset acquisitions, dispositions and maintenance schedules, with guidance from the
Advisory Board. The Manager and the officers and directors of the Manager/Asset Manager are not required to devote all of their
time to our business and are only required to devote such time to our affairs as their duties require. The Manager is responsible
for determining maintenance required in order to maintain or improve the asset’s quality, determining how to monetize the
Underlying Assets in order to generate profits and evaluating potential sale offers, which may lead to the liquidation of a Series.

 

The Company will follow guidelines adopted
by the Manager and implement policies set forth in the Operating Agreement unless otherwise modified by the Manager. The Manager
may establish further written policies and will monitor our administrative procedures, investment operations and performance to
ensure that the policies are fulfilled. The Manager may change our objectives at any time without approval of Interest Holders.
The Manager itself has no track record and is relying on the experience of the individual officers, directors and advisors of
Collectable Technologies, Inc..

 

The Manager performs its duties and responsibilities
pursuant to our Operating Agreement. The Manager maintains a contractual, as opposed to a fiduciary relationship, with us and
our Interest Holders. Furthermore, we have agreed to limit the liability of the Manager and to indemnify the Manager against certain
liabilities.

 

Responsibilities of the Manager

 

The responsibilities of the Manager include:

 

Asset Sourcing and Disposition Services:

· Together with
guidance from the Advisory Board, define and oversee the overall Underlying Asset sourcing
and disposition strategy;

 

Services in Connection with an Offering:

 

· Create and
manage all Series of Interests for offerings related to Underlying Assets;
· Develop offering
materials, including the determination of specific terms and structure and description
of the Underlying Assets;
· Create and
submit all necessary regulatory filings including, but not limited to, Commission filings
and financial audits and related coordination with advisors;
· Prepare all
marketing materials related to offerings;

 

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· Together with
the broker of record, coordinate the receipt, collection, processing and acceptance of
subscription agreements and other administrative support functions;
· Create and
implement various technology services, transactional services, and electronic communications
related to any offerings;
· All other necessary
offering related services, which may be contracted out;

 

Asset Monetization Services:

 

  · Together with advice from the Collectable Technologies, Inc.,
create and manage all asset monetization programs, including affiliate arrangements, asset sponsorships and membership experiences,
and determine participation in such programs by any Underlying Assets;
  · Together with advice from the Collectable Technologies, Inc.,
Evaluate and enter into service provider contracts related to the operation of Asset Monetization programs;
· Allocate revenues
and costs related to Asset Monetization programs to the appropriate Series in accordance
with our allocation policy;
· Approve potential joint ventures, limited partnerships
and other such relationships with third parties related to Asset Monetization Programs;
· Interest Holder Relationship Services:
· Provide any appropriate updates related to Underlying Assets
or offerings;
· Manage communications with Interest Holders, including
answering e-mails, preparing and sending written and electronic reports and other communications;
· Establish technology infrastructure to assist in providing
Interest Holder support and services;
· Determine our distribution policy and determine amounts
of and authorize Free Cash Flow distributions from time to time;
· Maintain Free Cash Flow funds in deposit accounts or investment
accounts for the benefit of a Series;

 

Administrative Services:

 

· Manage and
perform the various administrative functions necessary for our day-to-day operations;
  · Provide financial and operational planning services and collection
management functions including determination, administration and servicing of any Operating Expenses Reimbursement Obligation
made to the Company or any Series by the Manager/Asset Manager to cover any Operating Expense shortfalls;
· Administer
the potential issuance of additional Interests to cover any potential Operating Expense
shortfalls; – Maintain accounting data and any other information concerning our activities
as will be required to prepare and to file all periodic financial reports and required
to be filed with the Commission and any other regulatory agency, including annual and
semi-annual financial statements;
· Maintain all appropriate books and records for the Company
and all the Series of Interests;
· Obtain and update market research and economic and statistical
data in the Underlying Assets and the general Asset Class;

 

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· Oversee tax
and compliance services and risk management services and coordinate with appropriate
third parties, including independent accountants and other consultants, on related tax
matters;
· Supervise the
performance of such ministerial and administrative functions as may be necessary in connection
with our daily operations;
· Provide all
necessary cash management services;
· Manage and
coordinate with the transfer agent, custodian or broker-dealer, if any, the process of
making distributions and payments to Interest Holders or the transfer or re-sale of securities
as may be permitted by law;
· Evaluate and
obtain adequate insurance coverage for the Underlying Assets based upon risk management
determinations;
· Track the overall
regulatory environment affecting the Company, as well as managing compliance with regulatory
matters;
· Evaluate our
corporate governance structure and appropriate policies and procedures related thereto;
and
· Oversee all
reporting, record keeping, internal controls and similar matters in a manner to allow
us to comply with applicable law.

 

Responsibilities of the Asset Manager

 

The responsibilities of the Manager in its capacity as the
Asset Manager include:

 

Asset Sourcing and Disposition Services:

 

· Manage the
Company’s asset sourcing activities including, creating the asset acquisition policy,
organizing and evaluating due diligence for specific asset acquisition opportunities,
verifying authenticity and condition of specific assets, and structuring partnerships
with collectors, brokers and dealers who may provide opportunities to source quality
assets;
· Negotiate and
structure the terms and conditions of acquisitions of or purchase option agreements or
purchase agreements for Underlying Assets with Asset Sellers;
· Evaluate any
potential asset takeover offers from third parties, which may result in asset dispositions,
sales or other liquidity transactions;
· Structure and
negotiate the terms and conditions of transactions pursuant to which Underlying Assets
may be sold or otherwise disposed. Asset Management and Maintenance Services with Respect
to the Underlying Assets:
· Develop a maintenance
schedule and standards of care in consultation with the Advisory Board and oversee compliance
with such maintenance schedule and standards of care;
· Purchase and
maintain insurance coverage for Underlying Assets;
· Engage third
party independent contractors for the care, custody, maintenance and management of the
Underlying Assets;
· Deliver invoices
to the managing member of the Company for the payment of all fees and expenses incurred
in connection with the maintenance and operation and ensure delivery of payments to third
parties for any such services; and
· Generally,
perform any other act necessary to carry out all asset management and maintenance obligations

 

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Executive Officers, Directors and Key Employees of the Manager

 

The following individuals constitute
the Board of Directors, executive management and significant employees of the Collectable Technologies, Inc., the sole member
of the Manager/Asset Manager:

 

Name Age Position Term
of Office (Beginning)
Jason
Epstein
46 Founder,
President
01/2020
Ezra
Levine
32 CEO 01/2020
Ross
Schimel
  CFO 01/2020

 

Background of Officers of the Manager

 

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

 

Jason Epstein. Mr. Epstein is a serial
entrepreneur and co-founder of Collectable Technologies, Inc. (successor to the assets and liabilities of Collectable.com, Inc.),
the ultimate parent organization to Collectable Sports Assets LLC and the Manager. Collectable provides sports collectors access
to historical auction pricing and real-time data on current auctions. With over 2 million historical sales dating back to 1999
and over two dozen auction house customers, we believe that Collectable publishes one of the broadest and most comprehensive data
set of historical prices and active auction listings in the industry.

 

Ezra Levine. Mr. Levine is a seasoned public
and private markets investor and operator. Mr. Levine has served as the Chief Strategy Officer and Chief Financial Officer
of The Spring League, the premier developmental league and scouting event for professional football talent since 2017. He also
served as Portfolio Manager at Hilltop Park Associates, a hedge fund, managing investments in the Sports, Media, Entertainment
and Consumer industries. He also has served as an advisor and consultant to numerous businesses. He holds a B.A. from the University
of Michigan in American Studies and an MBA from NYU Stern School of Business with a concentration in General Management and Finance.

 

Ross SchimelMr. Schimel is the
Co-Founder and Managing Partner of FuturesMedia. Prior, he served as a Portfolio Manager at Diamondback Capital hedge fund and
former head of JNK Securities Energy Division. Schimel graduated from the University of Michigan and is a CFA Charter Holder.

 

There are no arrangements or understandings known to us pursuant
to which any director was or is to be selected as a director or nominee. There are no agreements or understandings for any executive
officer or director to resign at the request of another person and no officer or director is acting on behalf of nor will any
of them act at the direction of any other person.

 

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There are no family relationships between
any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

 

  85  

 

 

Advisory Board

 

Responsibilities of the Advisory Board

 

We expect to form an Advisory Board
that can support the Company, the Manager/Asset Manager and consist of members of our expert network and additional advisors to
the Manager. We plan to build the Advisory Board over time and are in advanced discussions with various experts in the Asset Class.
We anticipate that the Advisory Board will review the Company’s relationship with, and the performance of, the Manager,
and generally approve the terms of any material or related-party transactions. In addition, we anticipate that the Advisory Board
will assist with, and make recommendations with respect to, the following:

 

· Approving,
permitting deviations from, making changes to, and annually reviewing the asset acquisition
policy;
· Evaluating all asset acquisitions;
· Evaluating any third party offers for asset acquisitions
and approving asset dispositions that are in the best interest of the Company and the
Interest Holders;
· Providing guidance with respect to the appropriate levels
of annual collection level insurance costs and maintenance costs specific to each individual
asset;
· Reviewing material conflicts of interest that arise, or
are reasonably likely to arise with the managing member, on the one hand, and the Company,
a Series or the economic members, on the other hand, or the Company or a Series,
on the one hand, and another Series, on the other hand;
· Approving any material transaction between the Company
or a Series, on the one hand, and the Manager or any of its affiliates, another Series or
an Interest Holder, on the other hand, other than for the purchase of Interests; (vii) Reviewing
the total fees, expenses, assets, revenues, and availability of funds for distributions
to Interest Holders at least annually or with sufficient frequency to determine that
the expenses incurred are reasonable in light of the investment performance of the assets,
and that funds available for distributions to Interest Holders are in accordance with
our policies; and
  · Approving any service providers appointed by the Manager/Asset
Manager in respect of the Underlying Assets.

 

The resolution of any conflict of interest
approved by the Advisory Board shall be conclusively deemed fair and reasonable to the Company and the Members and not a breach
of any duty at law, in equity or otherwise. The members of the Advisory Board will not be managers or officers of the Company,
the Manager/Asset Manager, or any Series and will not have any fiduciary or other duties to the Interest Holders of any Series.

 

Compensation of the Advisory Board

 

The Manager/Asset Manager will compensate
the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated
that their costs will not be borne by any given Series of Interests, although members of the Advisory Board may be reimbursed
by a Series for out-of-pocket expenses incurred by such Advisory Board member in connection with a Series of Interests
(e.g. travel related to evaluation of an asset).

 

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COMPENSATION

 

Compensation of Executive Officers

 

We do not currently have any employees,
nor do we currently intend to hire any employees who will be compensated directly by 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, from our 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.

 

Compensation of the Manager

 

The Manager may receive Sourcing Fees
and reimbursement for costs incurred relating to the Offering described herein and other offerings (e.g., Offering Expenses and
Acquisition Expenses). Neither the Manager/Asset Manager nor its affiliates will receive any selling commissions or dealer manager
fees in connection with the offer and sale of the Interests.

 

The Manager will receive Sourcing Fees
for each subsequent offering for Series of Interests in the Company that closes as detailed in the “Use of Proceeds
and Description of Underlying Assets”
section with respect to each of the respective offerings.

 

In addition, should a Series’
revenue exceed its ongoing Operating Expenses and various other potential financial obligations of the Series, the Manager in
its capacity as Asset Manager may receive a Management Fee as described in “Description of the Business –Management
Fee
.” To date, no Management Fees have been paid by any Series and we do not expect to pay any Management Fees
in Fiscal Year 2020.

 

A more complete description of Management
of the Company is included in “Description of the Business” and “Management”.

 

PRINCIPAL INTEREST
HOLDERS

 

The Company is managed by the Manager.
At the Closing of each Offering, the Manager or an affiliate will own at least 0.5% of the Interests acquired on the same terms
as the other Investors. The address of the Manager is 333 Westchester Avenue, Suite W2100, White Plains, NY 10604. As of
the date of this filing, the Company has not issued any securities.

 

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DESCRIPTION OF INTERESTS
OFFERED

 

The following is a summary of the principal terms of, and
is qualified by reference to the Operating Agreement, attached hereto as an exhibit, and the Subscription Agreement, the form
of which is attached hereto as an exhibit, relating to the purchase of the applicable Series of Interests. This summary is
qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety
by each prospective Investor. In the event that the provisions of this summary differ from the provisions of the Operating Agreement
or the Subscription Agreement (as applicable), the provisions of the Operating Agreement or the Subscription Agreement (as applicable)
shall apply. Capitalized terms used in this summary that are not defined herein shall have the meanings ascribed thereto in the
Operating Agreement.

 

Description of the Interests

 

The Company is a series limited liability
company formed pursuant to Section 18-215 of the LLC Act. The purchase of Membership Interests in a Series of the Company
is an investment only in that particular Series and not an investment in the Company as a whole. In accordance with the LLC
Act, each Series of Interests is, and any other Series of Interests if issued in the future will be, a separate series
of limited liability company interests of the Company and not in a separate legal entity. The Company has not issued, and does
not intend to issue, any class of any Series of Interests entitled to any preemptive, preferential or other rights that are
not otherwise available to the Interest Holders purchasing Interests in connection with any Offering.

 

Title to the Underlying Assets will be
held by, or for the benefit of, the applicable Series of Interests. We intend that each Series of Interests will own
its own Underlying Asset. We do not anticipate that any of the Series will acquire any Underlying Assets other than the respective
Underlying Assets. A new Series of Interests will be issued for future Underlying Assets. An Investor who invests in an Offering
will not have any indirect interest in any other Underlying Assets unless the Investor also participates in a separate offering
associated with that other Underlying Asset.

 

Section 18-215(b) of the LLC
Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents
of the series limited liability company, and upon the closing of an offering for a Series of Interests, the records maintained
for any such Series account for the assets associated with such Series separately from the assets of the limited liability
company, or any other Series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing
with respect to a particular Series shall be enforceable only against the assets of such Series and not against the
assets of the limited liability company generally or any other Series. Accordingly, the Company expects the Manager to maintain
separate, distinct records for each Series and its associated assets and liabilities. As such, the assets of a Series include
only the Underlying Asset associated with that Series and other related assets (e.g., cash reserves). At the time of this
filing, none of the Company nor any Series has commenced operations, are not capitalized and have no assets or liabilities
and no Series will commence operations, be capitalized or have assets and liabilities until such time as a closing related
to such Series has occurred. As noted in the “Risk Factors” section, the limitations on inter-series liability
provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy
court could determine that the assets of one Series of Interests should be applied to meet the liabilities of the other Series of
Interests or the liabilities of the Company generally where the assets of such other Series of Interests or of the Company
generally are insufficient to meet the Company’s liabilities.

 

  88  

 

 

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

 

All of the Series of Interests offered
by this Offering Circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect
to the Series of Interests, as determined by the Manager, the Interest Holders of such Series of Interests will not
be liable to the Company to make any additional capital contributions with respect to such Series of Interests (except for
the return of distributions under certain 131 circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act).
Holders of Series of Interests have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive
rights to subscribe for any Interests and no preferential rights to distributions.

 

In general, the Interest Holders of a particular
Series of Interests (which may include the Manager, its affiliates or the Asset Sellers) will participate exclusively in
at least 50% of the available Free Cash Flow derived from the Underlying Asset of such Series less expenses (as described
in “Distribution rights” below). The Manager, an affiliate of the Company, will own a minimum of 0.5% of the Interests
in each Series acquired for the same price as all other Investors. The Manager has the authority under the Operating Agreement
to cause the Company to issue Interests to Investors as well as to other Persons for such cost (or no cost) and on such terms
as the Manager may determine, subject to the terms of the Series Designation applicable to such Series of Interests.

 

Each Series will use the proceeds
of the respective Offerings to repay any loans taken out or non-interest-bearing payments made by the Manager to acquire their
respective Underlying Asset and pay the Asset Sellers pursuant to the respective asset purchase agreements, as well as pay certain
fees and expenses related to the acquisition and each Offering (please see the “Use of Proceeds and Description of Underlying
Asset
” section for further details with respect to each Offering). An Investor in an Offering will acquire an ownership
interest in the Series of Interests related to that Offering and not, for the avoidance of doubt, in (i) the Company,
(ii) any other Series of Interests, (iii) the Manager/Asset Manager, (iv) Collectable Technologies, Inc. or (v) the
Underlying Asset associated with the Series or any Underlying Asset owned by any other Series of Interests.

 

Our Interests will not immediately be
listed on a stock exchange and we currently have no plans to develop a liquidity platform for investors. Therefore, a liquid market
in the Interests cannot be guaranteed; however, we plan to explore, with the support of registered broker-dealers, mechanisms
to provide Investors with the ability to resell Interests, or partner with a platform that might be developed to allow for the
resale of the Interests. Such a platform, however, does not currently exist and the creation of such a market, or the timing of
such creation cannot be guaranteed (please review additional risks related to liquidity in the “Risk Factors” section
for additional information).

 

  89  

 

 

Further issuance of Interests

 

Only the Series Interests that are
described in the “USE OF PROCEEDS AND DESCRIPTION OF UNDERLYING ASSETS” section of this Offering Circular are being
offered and sold pursuant to this Offering Circular. The Operating Agreement provides that the Company may issue Interests of
each Series of Interests to no more than 2,000 “qualified purchasers” (no more than 500 of which may be non-
“accredited investors”). The Manager, in its sole discretion, has the option to issue additional Interests (in addition
to those issued in connection with any Offering) on the same terms as the applicable Series of Interests is being offered
hereunder as may be required from time to time in order to pay any Operating Expenses related to the applicable Underlying Asset.

 

Distribution rights

 

The Manager has sole discretion in determining
what distributions of Free Cash Flow, if any, are made to Interest Holders except as otherwise limited by law or the Operating
Agreement. The Company expects the Manager to distribute any Free Cash Flow on a semi-annual basis as set forth below. However,
the Manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion.

 

Any Free Cash Flow generated by a Series of
Interests from the utilization of the associated Underlying Asset shall be applied, with respect to such Series, in the following
order of priority:

 

(i) repay any amounts outstanding under Operating Expenses Reimbursement
Obligation plus accrued interest, and
(ii) thereafter, to create such reserves as the Manager deems
necessary, in its sole discretion, to meet future Operating Expenses, and
(iii) thereafter, at least 50% (net of corporate income taxes
applicable to such Series of Interests) by way of distribution to the Interest Holders
of the Series of Interests, which may include the Asset Sellers of the Underlying
Asset or the Manager or any of its affiliates, and
(iv) Up to 50% to the Asset Manager in payment of the Management
Fee (treated as an expense on the statement of operations of the Series of Interests
for accounting purposes).

 

No Series will distribute an Underlying
Asset in kind to its Interest Holders.

 

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

 

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Redemption provisions

 

The Interests are not redeemable.

 

Registration rights

 

There are no registration rights in respect
of the Interests.

 

Voting rights

 

The Manager is not required to hold an
annual meeting of Interest Holders. The Operating Agreement provides that meetings of Interest Holders may be called by the Manager
and a designee of the Manager shall act as chairman at such meetings. The Investor does not have any voting rights as an Interest
Holder in the Company or a Series except with respect to:

 

(i) the removal of the Manager;
(ii) the dissolution of the Company upon the for-cause removal
of the Manager, and
(iii) an amendment
to the Operating Agreement that would:

 

a. enlarge the obligations of, or adversely effect, an Interest
Holder in any material respect;
b. reduce the voting percentage required for any action to be
taken by the holders of Interests in the Company under the Operating Agreement;
c. change the situations in which the Company and any Series can
be dissolved or terminated;
d. change the term of the Company (other than the circumstances
provided in the Operating Agreement); or
e. give any person the right to dissolve the Company.

 

When entitled to vote on a matter, each
Interest Holder will be entitled to one vote per Interest held by it on all matters submitted to a vote of the Interest Holders
of an applicable Series or of the Interest Holders of all Series of the Company, as applicable. The removal of the Manager
as manager of the Company and all Series of Interests must be approved by two-thirds of the votes that may be cast by all
Interest Holders in any Series of the Company. All other matters to be voted on by the Interest Holders must be approved
by a majority of the votes that may be cast by all Interest Holders in any Series of the Company then outstanding.

 

The consent of the holders of a majority
of the Interests of a Series is required for any any other matter as the Manager, in its sole discretion, determines will
require the approval of the holders of the Interests voting as a separate class.

 

  91  

 

 

The Manager or its affiliates (if they
hold Series of Interests) may not vote as an Interest Holder in respect of any matter put to the Interest Holders. However,
the submission of any action of the Company or a Series for a vote of the Interest Holders shall first be approved by the
Manager and no amendment to the Operating Agreement may be made without the prior approval of the Manager that would decrease
the rights of the Manager or increase the obligations of the Manager thereunder.

 

The Manager has broad authority to take
action with respect to the Company and any Series. See “Management” for more information. Except as set forth above,
the Manager may amend the Operating Agreement without the approval of the Interest Holders to, among other things, reflect the
following:

 

· the merger
of the Company, or the conveyance of all of the assets to, a newly-formed entity if the
sole purpose of that merger or conveyance is to effect a mere change in the legal form
into another limited liability entity;
· a change that
the Manager determines to be necessary or appropriate to implement any state or federal
statute, rule, guidance or opinion;
· a change that
the Manager determines to be necessary, desirable or appropriate to facilitate the trading
of Interests;
· a change that
the Manager determines to be necessary or appropriate for the Company to qualify as a
limited liability company under the laws of any state or to ensure that each Series will
continue to qualify as a corporation for U.S. federal income tax purposes;
· an amendment
that the Manager determines, based upon the advice of counsel, to be necessary or appropriate
to prevent the Company, the Manager, or the officers, agents or trustees from in any
manner being subjected to the provisions of the Investment Company Act, the Investment
Advisers Act or “plan asset” regulations adopted under ERISA, whether or
not substantially similar to plan asset regulations currently applied or proposed;
· any amendment
that the Manager determines to be necessary or appropriate for the authorization, establishment,
creation or issuance of any additional Series;
· an amendment
effected, necessitated or contemplated by a merger agreement that has been approved under
the terms of the Operating Agreement;
· any amendment
that the Manager determines to be necessary or appropriate for the formation by the Company
of, or its investment in, any corporation, partnership or other entity, as otherwise
permitted by the Operating Agreement;
· a change in
the fiscal year or taxable year and related changes; and
· any other amendments
which the Manager deems necessary or appropriate to enable the Manager to exercise its
authority under the Agreement.

 

  92  

 

 

In each case, the Manager may make such
amendments to the Operating Agreement provided the Manager determines that those amendments:

 

· do not adversely
affect the Interest Holders (including any particular Series of Interests as compared
to other Series of Interests) in any material respect;
· are necessary
or appropriate to satisfy any requirements, conditions or guidelines contained in any
opinion, directive, order, ruling or regulation of any federal or state agency or judicial
authority or contained in any federal or state statute;
· are necessary
or appropriate to facilitate the trading of Interests, or to comply with any rule, regulation,
guideline or requirement of any securities exchange on which the Interests may be listed
for trading, compliance with any of which the Manager deems to be in the best interests
of the Company and the Interest Holders;
· are necessary
or appropriate for any action taken by the Manager relating to splits or combinations
of Interests under the provisions of the Operating Agreement; or
· are
required to effect the intent expressed in this prospectus or the intent of the provisions
of the Operating Agreement or are otherwise contemplated by the Operating Agreement.

 

Furthermore, the Manager retains sole discretion
to create and set the terms of any new Series and will have the sole power to acquire, manage and dispose of Underlying Asset
of each Series.

 

Liquidation rights

 

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

 

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

 

Upon the occurrence of any such event,
the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the Series of Interests or
the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series of Interests or the Company
as a whole, as applicable, the Underlying Assets will be liquidated and any after-tax proceeds distributed: (i) first, to
any third party creditors, (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding
Operating Expenses Reimbursement Obligation), and thereafter, (iii) to the Interest Holders of the relevant Series of
Interests, allocated pro rata based on the number of Interests held by each Interest Holder (which may include the Manager, any
of its affiliates and the Asset Seller and which distribution within a Series will be made consistent with any preferences
which exist within such Series).

 

  93  

 

 

Transfer restrictions

 

The Interests are subject to restrictions
on transferability. An Interest Holder may not transfer, assign or pledge its Interests without the consent of the Manager. The
Manager may withhold consent in its sole discretion, including when the Manager determines that such transfer, assignment or pledge
would result in (a) there being more than 2,000 beneficial owners of the Series or more than 500 beneficial owners of
the Series that are not “accredited investors”, (b) the assets of the Series being deemed “plan
assets” for purposes of ERISA, (c) such Interest Holder holding in excess of 19.9% of the Series, (d) result in
a change of US federal income tax treatment of the Company and the Series, or (e) the Company, the Series or the Manager
being subject to additional regulatory requirements. The transferring Interest Holder is responsible for all costs and expenses
arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred
by the Company or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes
and filing fees. The Manager or its affiliates will acquire Interests in each Series of Interests for their own accounts
and may, from time to time and only in accordance with applicable securities laws (which may include filing an amendment to this
Offering Circular), transfer these Interests, either directly or through brokers or otherwise. The restrictions on transferability
listed above will also apply to any resale of Interests through one or more third-party broker-dealers.

 

Additionally, unless and until the Interests
of the Company are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer
the Interests. There can be no assurance that we will, or will be able to, register the Interests for resale and there can be
no guarantee that a liquid market for the Interest will develop. Therefore, Investors may be required to hold their Interests
indefinitely. Please refer to “the Operating Agreement” and “the form of Subscription Agreement” for additional
information regarding these restrictions. To the extent certificated, the Interests issued in each Offering, to the extent certificated,
will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.

 

Agreement to be bound by the Operating Agreement; power
of attorney

 

By purchasing Interests, the Investor will
be admitted as a member of the Company and will be bound by the provisions of, and deemed to be a party to, the Operating Agreement.
Pursuant to the Operating Agreement, each Investor grants to the Manager a power of attorney to, among other things, execute and
file documents required for the Company’s qualification, continuance or dissolution. The power of attorney also grants the
Manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate
to carry out the provisions or purposes of, the Operating Agreement.

 

Duties of officers

 

The Operating Agreement provides that,
except as may otherwise be provided by the Operating Agreement, the property, affairs and business of each Series of Interests
will be managed under the direction of the Manager. The Manager has the power to appoint the officers and such officers have the
authority and exercise the powers and perform the duties specified in the Operating Agreement or as may be specified by the Manager.
The Manager intends to also act as the Asset Manager of each Series of Interests to manage the Underlying Assets.

 

  94  

 

 

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

 

Exclusive jurisdiction; waiver of jury trial

 

Any dispute in relation to the Operating
Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, except when federal law
requires that certain claims be brought in U.S. federal courts, as in the case of claims brought under the Exchange Act. Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by
the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provisions in the Operating Agreement
will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the
federal courts have exclusive jurisdiction. Section 22 of the Securities Act, however, creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder. As a result, the exclusive forum provisions in the Operating Agreement may not apply to suits brought
to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have
concurrent jurisdiction, and Investors will not be deemed to have waived our compliance with the federal securities laws and the
rules and regulations thereunder.

 

Each Investor will covenant and agree not
to bring any claim in any venue other than the Court of Chancery of the State of Delaware, or if required by federal law, a federal
court of the United States. If an Interest Holder were to bring a claim against the Company or the Manager pursuant to the Operating
Agreement and such claim was governed by state law, it would have to do so in the Delaware Court of Chancery.

 

Our Operating Agreement, to the fullest
extent permitted by applicable law and subject to limited exceptions, provides for Investors to consent to exclusive jurisdiction
to Delaware Court of Chancery and for a waiver of the right to a trial by jury, if such waiver is allowed by the court where the
claim is brought.

 

  95  

 

 

If we opposed a jury trial demand based
on the waiver, the court would determine whether the waiver was enforceable under the facts and circumstances of that case in
accordance with applicable case law. See “Risk Factors—Risks Related of Ownership of Our Interests–Any dispute
in relation to the Operating Agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware,
except when federal law requires that certain claims be brought in federal courts. Our Operating Agreement, to the fullest extent
permitted by applicable law, provides for Investors to waive their right to a jury trial
”. Nevertheless, if this jury
trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the Operating Agreement
with a jury trial. No condition, stipulation or provision of the Operating Agreement or our Interests serves as a waiver by any
Investor or beneficial owner of our Interests or by us of compliance with the U.S. federal securities laws and the rules and
regulations promulgated thereunder. Additionally, the Company does not believe that claims under the federal securities laws shall
be subject to the jury trial waiver provision, and the Company believes that the provision does not impact the rights of any Investor
or beneficial owner of our Interests to bring claims under the federal securities laws or the rules and regulations thereunder.

 

These provisions may have the effect of
limiting the ability of Investors to bring a legal claim against us due to geographic limitations and may limit an Investor’s
ability to bring a claim in a judicial forum that it finds favorable for disputes with us. Furthermore, waiver of a trial by jury
may disadvantage you to the extent a judge might be less likely than a jury to resolve an action in your favor. Further, if a
court were to find this exclusive forum provision inapplicable to, or unenforceable in respect of, an action or proceeding against
us, then we may incur additional costs associated with resolving these matters in other jurisdictions, which could adversely affect
our business and financial condition.

 

Listing

 

The Interests are not currently listed
or quoted for trading on any national securities exchange or national quotation system.

 

  96  

 

 

MATERIAL UNITED
STATES TAX CONSIDERATIONS

 

The following is a summary
of the material United States federal income tax consequences of the ownership and disposition of the Interests to United States
holders but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary
is based upon the provisions of the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions,
all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in United States federal
income tax consequences different from those set forth below. We have not sought any ruling from the Internal Revenue Service
(the “IRS”), with respect to the statements made and the conclusions reached in the following summary, and there can
be no assurance that the IRS will agree with such statements and conclusions.

 

This summary also does
not address the tax considerations arising under the laws of any United States state or local or any non-United States jurisdiction
or under United States federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable
to an Investor’s particular circumstances or to Investors that may be subject to special tax rules, including, without limitation:

 

(i) banks, insurance companies or other financial institutions;

(ii) persons subject to the alternative minimum tax;

(iii) tax-exempt organizations;

(iv) dealers in securities or currencies;

(v) traders in securities that elect to
use a mark-to-market method of accounting for their securities holdings;

(vi) persons that own, or are deemed
to own, more than five percent of our Interests (except to the extent specifically set
forth below);

(vii) certain former
citizens or long-term residents of the United States;
(viii) persons who
hold our Interests as a position in a hedging transaction, “straddle,” “conversion
transaction” or other risk reduction transaction;
(ix) persons who
do not hold our Interests as a capital asset within the meaning of Section 1221
of the Code (generally, for investment purposes); or
(x) persons deemed
to sell our Interests under the constructive sale provisions of the Code.

 

In addition, if a partnership,
including any entity or arrangement, domestic or foreign, classified as a partnership for United States federal income tax purposes,
holds Interests, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of
the partnership. Accordingly, partnerships that hold Interests, and partners in such partnerships, should consult their tax advisors.

 

On December 22,
2017, the United States enacted H.R. 1, informally titled the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes
significant changes to the Code affecting the Company and its Interest Holders. Most of the changes applicable to individuals
are temporary and, without further legislation, will not apply after 2025. The interpretation of the Tax Act by the IRS and the
courts remains uncertain in many respects; prospective investors should consult their tax advisors specifically regarding the
potential impact of the Tax Act on their investment.

 

99

 

 

You are urged to consult
your tax advisor with respect to the application of the United States federal income tax laws to your particular situation, as
well as any tax consequences of the purchase, ownership and disposition of our Interests arising under the United States federal
estate or gift tax rules or under the laws of any United States state or local or any foreign taxing jurisdiction or under
any applicable tax treaty.

 

A “U.S. Holder”
includes a beneficial owner of the Interests that is, for U.S. federal income tax purposes, an individual citizen or resident
of the United States.

 

Taxation of each Series of Interests as a “C”
Corporation

 

The Company, although
formed as a Delaware series limited liability company eligible for tax treatment as a “partnership,” has affirmatively
elected for each Series of Interests, including the Series described in the “USE OF PROCEEDS AND DESCRIPTION OF
UNDERLYING ASSETS” section of this Offering Circular to be taxed as a “C” corporation under Subchapter C of
the Code for all federal and state tax purposes. Thus, each Series of Interests will be taxed at regular corporate rates
on its income before making any distributions to Interest Holders as described below.

 

Taxation of Distributions to Investors

 

Distributions to U.S.
Holders out of the Company’s current or accumulated earnings and profits will be taxable as dividends. A U.S. Holder who
receives a distribution constituting “qualified dividend income” may be eligible for reduced federal income tax rates.
U.S. Holders are urged to consult their tax advisors regarding the characterization of corporate distributions as “qualified
dividend income”. Distributions in excess of the Company’s current and accumulated earnings and profits will not be
taxable to a U.S. Holder to the extent that the distributions do not exceed the adjusted tax basis of the U.S. Holder’s
Interests. Rather, such distributions will reduce the adjusted basis of such U.S. Holder’s Interests. Distributions in excess
of current and accumulated earnings and profits that exceed the U.S. Holder’s adjusted basis in its Interests will be taxable
as capital gain in the amount of such excess if the Interests are held as a capital asset. In addition, Section 1411 of the
Code imposes a 3.8% tax on certain investment income (the “3.8% NIIT”). In general, in the case of an individual,
this tax is equal to 3.8% of the lesser of (i) the taxpayer’s “net investment income” or (ii) the
excess of the taxpayer’s adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint
return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or
trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for
the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning
dollar amount (currently $7,500 of the highest tax bracket for such year). Dividends are included as investment income in the
determination of “net investment income” under Section 1411(c) of the Code.

 

Taxation of Dispositions of Interests

 

Upon any taxable sale
or other disposition of our Interests, a U.S. Holder will recognize gain or loss for federal income tax purposes on the disposition
in an amount equal to the difference between the amount of cash and the fair market value of any property received on such disposition;
and the U.S. Holder’s adjusted tax basis in the Interests. A U.S. Holder’s adjusted tax basis in the Interests generally
equals his or her initial amount paid for the Interests and decreased by the amount of any distributions to the Investor in excess
of the Company’s current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. Holders
receive will include the amount of any cash and the fair market value of any other property received for their Interests, and
the amount of any actual or deemed relief from indebtedness encumbering their Interests. The gain or loss will be long-term capital
gain or loss if the Interests are held for more than one year before disposition. Long-term capital gains of individuals, estates
and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% NIIT. The deductibility
of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. Holder; the effect of such
limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the
Interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining
such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent
of $3,000 per year.

 

100

 

 

Backup Withholding and Information Reporting

 

Generally, the Company
must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if
any. A similar report will be sent to you.

 

Payments of dividends
or of proceeds on the disposition of the Interests made to you may be subject to additional information reporting and backup withholding
at a current rate of 28% unless you establish an exemption. Notwithstanding the foregoing, backup withholding and information
reporting may apply if either we or our paying agent has actual knowledge, or reason to know, that you are a United States person.

 

Backup withholding is
not an additional tax; rather, the United States income tax liability of persons subject to backup withholding will be reduced
by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained
from the IRS, provided that the required information is furnished to the IRS in a timely manner.

 

The preceding discussion
of United States federal tax considerations is for general information only. It is not tax advice. Each prospective investor should
consult its own tax advisor regarding the particular United States federal, state and local and foreign tax consequences, if applicable,
of purchasing, holding and disposing of our Interests, including the consequences of any proposed change in applicable laws.

 

101

 

 

WHERE TO FIND ADDITIONAL
INFORMATION

 

This Offering Circular
does not purport to restate all of the relevant provisions of the documents referred to or pertinent to the matters discussed
herein, all of which must be read for a complete description of the terms relating to an investment in us. All potential Investors
in the Interests are entitled to review copies of any other agreements relating to any Series of Interests described in this
Offering Circular and Offering Circular Supplements, if any. In the Subscription Agreement, you will represent that you are completely
satisfied with the results of your pre-investment due diligence activities.

 

The Manager will answer
inquiries from potential Investors in Offerings concerning any of the Series of Interests, the Company, the Manager and other
matters relating to the offer and sale of the Series Interests under this Offering Circular. The Company will afford the
potential Investors in the Interests the opportunity to obtain any additional information to the extent the Company possesses
such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information
in this Offering Circular.

 

Any statement contained
herein or in any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Offering
Circular to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed
to be incorporated by reference herein modifies or replaces such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of the Offering Circular, except as so modified or superseded.

 

Requests and inquiries
regarding the Offering Circular should be directed to:

Collectable Sports Assets, LLC

333 Westchester Avenue, Suite W2100

White Plains, NY 10604

Attention: Collectable

E-Mail: info@Collectable.com

Tel: 914-372-7337
ext. 103

 

We will provide requested information to
the extent that we possess such information or can acquire it without unreasonable effort or expense.

 

102

 

 

Collectable Sports Assets, LLC

Financial Statements

 

January 16, 2020  (INCEPTION) THROUGH January 31,
2020

 

Contents   Page  
Report of Independent Registered
Public Accounting Firm
  F-2  
       
Consolidated Financial Statements      
       
Balance Sheet as of January 31,
2020
  F-3  
       
Income Statement for the
period of January 16, 2020 (inception) to January 31, 2020
  F-4  
       
Statement of cash flows
for the period of January 16, 2020 (inception) to January 31, 2020
  F-5  
       
Statement
of changes in members’ equity for the period of January 16,, 2020 (inception) to January 31, 2020
  F-6  
       
Notes to
financial statements
  F-7  

 

F-1

 

 

Jason M. Tyra, CPA, PLLC

 

INDEPENDENT
AUDITOR’S REPORT

 

To Management

Collectable Sports Assets, LLC

White Plains, NY

 

We have audited the accompanying balance sheet of Collectable
Sports Assets, LLC as of January 31, 2020, and the related statements of income, retained earnings, and cash flows for the
interim period then ended, and the related notes to the financial statements.

 

Management’s Responsibility
for the Financial Statements

 

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

 

Auditor’s Responsibility

 

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

 

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

 

We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Collectable Sports Assets, LLC as of January 31,
2020, and the results of its operations and its cash flows for the interim period then ended in accordance with accounting principles
generally accepted in the United States of America.

 

/s/ Jason M. Tyra, CPA, PLLC  

Jason M. Tyra, CPA,
PLLC  

Dallas, TX

February 7, 2020

 

F-2

 

 

COLLECTABLE SPORTS ASSETS, LLC

Balance Sheet

January 31, 2020

 

    2020  
ASSETS        
CURRENT ASSETS        
Cash        
TOTAL CURRENT ASSETS   $  
TOTAL ASSETS      
         
LIABILITIES
AND MEMBERS’ EQUITY
       
MEMBERS’ EQUITY        
Contributed Capital     396  
Retained Earnings (Deficit)     (396 )
TOTAL MEMBERS’ EQUITY      
TOTAL LIABILITIES AND MEMBERS’
EQUITY
  $  

 

Reviewed – see accompanying notes

 

F-3

 

 

COLLECTABLE SPORTS ASSETS, LLC

Income Statement

For The Period Of January 16, 2020
(inception) to January 31, 2020

 

    2020  
Operating Expense        
Legal and Professional     396  
      396  
Net Income from Operations     (396 )
         
Net Income     (396 )

 

Reviewed – see accompanying notes

 

F-4

 

 

COLLECTABLE SPORTS ASSETS, LLC

Statement of Cash
Flows

For The Period of January 16, 2020
(inception) to January 31, 2020

 

    2020  
Cash Flows From Operating Activities        
Net Income (Loss) For
The Period
  $ (396 )
Net Cash Flows From Operating Activities     (396 )
         
Cash Flows From Financing Activities        
Change in Contributed Capital     396  
Net Cash Flows From Investing Activity     396  
Cash at Beginning of Period        
Net Increase (Decrease) in Cash      
Cash at End of Period      
    $  

 

Reviewed –
see accompanying notes

 

F-5

 

 

COLLECTABLE SPORTS ASSETS, LLC

Statement of Changes
in Members’ Equity

For The Period of January 16, 2020
(inception) to January 31, 2020

 

    Contributed
Capital
    Retained
Earnings
    Total Members’

Equity

 
Balance at January 16, 2020   $     $     $  
Contributed Capital     396               396  
Net Income                     (396 )
Balance at January 31, 2020   $     $ (396 )   $      

 

Reviewed – see accompanying notes

 

F-6

 

 

COLLECTABLE SPORTS ASSETS, LLC

NOTES TO FINANCIAL
STATEMENTS

JANUARY 31, 2020

 

NOTE A- ORGANIZATION AND NATURE OF ACTIVITIES

 

Collectable Sports Assets, LLC (“the
Company”) is a limited liability company organized under the laws of the State of Delaware. The Company offer investments
through holding high value sports memorabilia.

 

The Company’s sole member is CS Asset Manager, LLC.

 

NOTE B- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

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

 

Significant Risks and Uncertainties

 

The Company is subject to customary
risks and uncertainties including, but not limited to, dependence on key personnel, costs of services provided by third parties,
the need to obtain additional financing, and limited operating history.

 

Use of Estimates

 

The preparation of financial statements
in conformity with 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. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all
cash balances, and highly liquid investments with maturities of three months or less when purchased.

 

Revenue

 

The Company recognizes revenue when
persuasive evidence of an arrangement exists, delivery has occurred, or services have been rendered, the fee for the arrangement
is fixed or determinable and collectability is reasonably assured.

 

F-7

 

 

COLLECTABLE SPORTS ASSETS, LLC

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2020

 

Fixed Assets

 

The Company capitalizes assets with
an expected useful life of one year or more, and an original purchase price of $1,000 or more. Depreciation is calculated on a
straight-line basis over management’s estimate of each asset’s useful life.

 

Advertising

 

The Company records advertising expenses in the year incurred.

 

Income Taxes

 

The Company applies ASC 740 Income
Taxes (“ASC 740”). Deferred income taxes are recognized for the tax consequences in future years of differences between
the tax bases of assets and liabilities and their financial statement reported amounts at each period end, based on enacted tax
laws and statutory tax 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 provision
for income taxes represents the tax expense for the period, if any and the change during the period in deferred tax assets and
liabilities. ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions.
A tax benefit from an uncertain position is recognized only if it is “more likely than not” that the position is sustainable
upon examination by the relevant taxing authority based on its technical merit.

 

The Company is subject to tax filing
requirements as a corporation in the federal jurisdiction of the United States. The Company sustained net operating losses during
fiscal years 2016 and 2017. Net operating losses will be carried forward to reduce taxable income in future years. Due
to management’s uncertainty as to the timing and valuation of any benefits associated with the net operating loss carryforwards,
the Company has elected to recognize an allowance to account for them in the financial statements, but has fully reserved it.
Under current law, net operating losses may be carried forward indefinitely.

 

The Company is subject to franchise tax filing requirements
in the State of Delaware.

 

Recently Adopted Accounting Pronouncements

 

From time to time, new accounting pronouncements
are issued by the Financial Accounting Standards Board, or FASB, or other standard setting bodies and adopted by the Company as
of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards
that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

 

In May 2014, the FASB issued ASU,
2014-09—
Revenue from Contracts with Customers (Topic 606), or ASU 2014-09, and further updated through ASU
2016-12, or ASU 2016-12, which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles
that govern the recognition of revenue at an amount to which an entity expects to be entitled to when products are transferred
to customers. This guidance is effective for annual reporting periods, and interim periods within those years, beginning December 15,
2018 for non-public entities. The new revenue standard may be applied retrospectively to each prior period presented or retrospectively
with the cumulative effect recognized as of the date of adoption. The adoption of ASU 2014-09 had no material impact on the Company’s
financial statements and related disclosures.

 

F-8

 

 

COLLECTABLE SPORTS ASSETS, LLC

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2020

 

NOTE C- FAIR VALUE MEASUREMENTS

 

Fair value is an exit price, representing
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
based on the highest and best use of the asset or liability. As such, fair value is a market-based measurement that should be
determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses valuation
techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. These
inputs are prioritized as follows:

 

Level 1 – Observable inputs, such as quoted prices
for identical assets or liabilities in active markets;
Level 2 – Inputs, other than the quoted prices in active
markets, that are observable either directly or indirectly, such as quoted prices for similar assets or liabilities, or market-corroborated
inputs; and
Level 3 – Unobservable inputs for which there is little or no market data which require the reporting
entity to develop its own assumptions about how market participants would price the assets or liabilities.

 

The valuation techniques that may be used to measure fair
value are as follows:

 

Market approach – Uses prices
and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

 

Income approach – Uses valuation
techniques to convert future amounts to a single present amount based on current market expectations about those future amounts,
including present value techniques, option-pricing models, and excess earnings method.

 

Cost approach – Based on the
amount that currently would be required to replace the service capacity of an asset (replacement cost).

 

NOTE D- CONCENTRATIONS OF RISK

 

Financial instruments that potentially
subject the Company to credit risk consist of cash and cash equivalents. The Company places its cash and cash equivalents with
a limited number of high-quality financial institutions and at times may exceed the amount of insurance provided on such deposits.

 

F-9

 

 

COLLECTABLE SPORTS ASSETS, LLC

NOTES TO FINANCIAL STATEMENTS

JANUARY 31, 2020

 

NOTE E- LLC MEMBER LIABILITY

 

The Company is organized as a limited
liability company. As such, the financial liability of members of the Company for the financial obligations of the Company is
limited to each member’s contribution of capital to the Company.

 

NOTE F- SUBSEQUENT EVENTS

 

Management considered events subsequent
to the end of the period but before February 19, 2020, the date that the financial statements were available to be issued.

 

F-10

 

 

EXHIBITS TO OFFERING CIRCULAR

 

  1. Amended and Restated Operating Agreement
of Collectable Sports Assets, LLC

 

JUNE 5, 2020

 

AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT

 

OF

 

COLLECTABLE SPORTS ASSETS, LLC

 

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE
THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGER OR THEIR AFFILIATES, OR
ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY
ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND
ITS SUITABILITY FOR SUCH INVESTOR.

 

AN INVESTMENT IN ANY SERIES OF INTERESTS
CARRIES A HIGH DEGREE OF RISK AND IS ONLY SUITABLE FOR AN INVESTOR WHO CAN AFFORD LOSS OF HIS OR HER ENTIRE INVESTMENT IN THE
SERIES.

 

THE INTERESTS HAVE NOT BEEN REGISTERED UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY OTHER STATE.  ACCORDINGLY, INTERESTS
MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR A VALID EXEMPTION
FROM SUCH REGISTRATION.

 

1

 

 

TABLE
OF CONTENTS
 
   
  Page
   
ARTICLE
I DEFINITIONS
1
   
Section
1.1 Definitions
1
   
Section
1.2 Construction
6
   
ARTICLE
II ORGANIZATION 
 
   
Section
2.1 Formation
6
   
Section
2.2 Name
7
   
Section
2.3 Registered Office; Registered Agent; Principal Office; Other Offices
7
   
Section
2.4 Purpose
7
   
Section
2.5 Powers
7
   
Section
2.6 Power of Attorney
7
   
Section
2.7 Term
8
   
Section
2.8 Title to Assets
8
   
Section
2.9 Certificate of Formation
8
   
ARTICLE
III MEMBERS, SERIES AND INTERESTS
9
   
Section
3.1 Members
9
   
Section
3.2 Capital Contributions
10
   
Section
3.3 Series of the Company
10
   
Section
3.4 Authorization to Issue Interests
12
   
Section
3.5 Voting Rights of Interests Generally
12
   
Section
3.6 Record Holders
12
   
Section
3.7 Splits
13
   
Section
3.8 Agreements
13
   
ARTICLE
IV REGISTRATION AND TRANSFER OF INTERESTS
13
   
Section
4.1 Maintenance of a Register
13
   
Section
4.2 Ownership Limitations
13
   
Section
4.3 Transfer of Interests and Obligations of the Managing Member
15 
   
Section
4.4 Remedies for Breach
15
   
ARTICLE
V MANAGEMENT AND OPERATION OF THE COMPANY AND EACH SERIES
15
   
Section
5.1 Power and Authority of Managing Member
15
   
Section
5.2 Determinations by the Managing Member
17
   
Section
5.3 Delegation
17
   
Section
5.4 Advisory Board
18

 

2

 

 

Section
5.5 Exculpation, Indemnification, Advances and Insurance
18
   
Section
5.6 Duties of Officers
20
   
Section
5.7 Standards of Conduct and Modification of Duties of the Managing Member
21
   
Section
5.8 Reliance by Third Parties 
21
   
Section
5.9 Certain Conflicts of Interest
21
   
Section
5.10 Appointment of the Asset Manager
21
   
ARTICLE
VI FEES AND EXPENSES 
21
   
Section
6.1 Cost to acquire the Series Asset, Brokerage Fee; 
 
   
Offering
Expenses, Acquisition Expenses; Sourcing Fee
21
   
Section
6.2 Operating Expenses; Dissolution Fees
22
   
Section
6.3 Excess Operating Expenses; Further Issuance of Interests; 
 
   
Operating
Expenses Reimbursement Obligation(s)
22
   
Section
6.4 Allocation of Expenses
22
   
Section
6.5 Overhead of the Managing Member
22
   
ARTICLE
VII DISTRIBUTIONS
22
   
Section
7.1 Application of Cash
22
   
Section
7.2 Application of Amounts upon the Liquidation of a Series
22
   
Section
7.3 Timing of Distributions
23
   
Section
7.4 Distributions in kind
23
   
ARTICLE
VIII BOOKS, RECORDS, ACCOUNTING AND REPORTS
23
   
Section
8.1 Records and Accounting
23
   
Section
8.2 Fiscal Year
24
   
ARTICLE
IX TAX MATTERS
24
   
ARTICLE
X REMOVAL OF THE MANAGING MEMBER
24
   
ARTICLE
XI DISSOLUTION, TERMINATION AND LIQUIDATION
24
   
Section
11.1 Dissolution and Termination
24
   
Section
11.2 Liquidator
25
   
Section
11.3 Liquidation of a Series
26
   
Section
11.4 Cancellation of Certificate of Formation
26
   
Section
11.5 Return of Contributions
26
   
Section
11.6 Waiver of Partition
26
   
ARTICLE
XII AMENDMENT OF AGREEMENT, Series Designation
26
   
Section
12.1 General
26
   
Section
12.2 Certain Amendment Requirements
27
   
Section
12.3 Amendment Approval Process
27

 

3

 

 

ARTICLE
XIII MEMBER MEETINGS
27
   
Section
13.1 Meetings
27
   
Section
13.2 Quorum
28
   
Section
13.3 Chairman
28
   
Section
13.4 Voting Rights
28
   
Section
13.5 Extraordinary Actions
28
   
Section
13.6 Managing Member Approval
28
   
Section
13.7 Action By Members without a Meeting
28
   
Section
13.8 Managing Member
28
   
ARTICLE
XIV CONFIDENTIALITY
28
   
Section
14.1 Confidentiality Obligations
28
   
Section
14.2 Exempted information
28
   
Section
14.3 Permitted Disclosures
28
   
ARTICLE
XV GENERAL PROVISIONS
29
   
Section
15.1 Addresses and Notices
29
   
Section
15.2 Further Action
29
   
Section
15.3 Binding Effect
29
   
Section
15.4 Integration
30
   
Section
15.5 Creditors
30
   
Section
15.6 Waiver
30
   
Section
15.7 Counterparts
30
   
Section
15.8 Applicable Law and Jurisdiction
30
   
Section
15.9 Invalidity of Provisions
30
   
Section
15.10 Consent of Members
30
   
Section
15.11 Authorizing Resolutions; Creation of the Series
31
   
Exhibit
1 – Series Designation for Series #RUTHGEHRIGBALL, a series of Collectable Sports Assets, LLC
 
Exhibit
2 – Series Designation for Series #jordanbgs9.5, a series of Collectable
Sports Assets, LLC
 

Exhibit
3 – Series Designation for Series #CURRYBASKET, a series of Collectable Sports
Assets, LLC

 
Exhibit
4 – Series Designation for Series #LEBRONROOKIE, a series of Collectable Sports Assets, LLC
 
Exhibit
5 – Series Designation for Series #KAWHIBASKET, a series of Collectable Sports Assets, LLC
 

 

4

 

  

AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT

OF COLLECTABLE SPORTS ASSETS, LLC

 

This AMENDED AND RESTATED LIMITED LIABILITY
COMPANY AGREEMENT OF COLLECTABLE SPORTS ASSETS, LLC, (this “Agreement) is dated as of June 5,
2020. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

 

WHEREAS, the Company was formed
as a series limited liability company under Section 18-215 of the Delaware Act pursuant to a certificate of formation filed with
the Secretary of State of the State of Delaware on January 20, 2020, with the Company’s Limited Liability Company’s
Agreement having been entered into on or about February 20, 2020 (the “Original Agreement”); and

 

WHEREAS, this Agreement is being
entered into in order to change certain terms of the initial Series prior to them being offered to the public.

 

NOW THEREFORE,
the limited liability company agreement of the Company as agreed upon by the Members is as follows:

 

ARTICLE I – DEFINITIONS

 

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

 

“Abort Costs” means
all fees, costs and expenses incurred in connection with any Series Asset proposals pursued by the Company, the Managing Member
or a Series that do not proceed to completion.

 

“Acquisition
Expenses”
 means in respect of each Series, the following fees, costs and expenses allocable to such Series (or
such Series pro rata share of any such fees, costs and expenses allocable to the Company) and incurred in connection with the
evaluation, discovery, investigation, development and acquisition of a Series Asset, including brokerage and sales fees and commissions
(but excluding the Brokerage Fee), appraisal fees, research fees, transfer taxes, third party industry and due diligence experts,
bank fees and interest (if the Series Asset was acquired using debt prior to completion of the Initial Offering), auction fees,
shipping costs including those related to the transport of the Series Asset to the storage facility of the Managing Member, travel
and lodging for inspection purposes, technology costs, photography and videography expenses in order to prepare the profile for
the Series Asset to be accessible to Investor Members via an online platform and any blue sky filings required in order for such
Series to be made available to Economic Members in certain states (unless borne by the Managing Member, as determined in its sole
discretion) and similar costs and expenses incurred in connection with the evaluation, discovery, investigation, development and
acquisition of a Series Asset.

 

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

 

“Advisory Board” has
the meaning assigned to such term in Section 5.4.

 

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

 

“Aggregate Ownership
Limit”
 means, in respect of an Initial Offering or a Subsequent Offering, not more than 10% of the aggregate Outstanding
Interests of a Series, and in respect of a Transfer, not more than 19.9% of the aggregate Outstanding Interests of a Series, or
in both cases, such other percentage set forth in the applicable Series Designation or as determined by the Managing Member in
its sole discretion and as may be waived by the Managing Member in its sole discretion.

 

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

 

1

 

 

“Allocation
Policy”
 means the allocation policy of the Company adopted by the Managing Member in accordance with Section
5.1
.

 

“Asset Management
Agreement”
 means, as the context requires, any agreement entered into between a Series and an Asset Manager pursuant
to which such Asset Manager is appointed as manager of the relevant Series Assets, as amended from time to time.

 

“Asset Manager” means
the manager of each of the Series Assets as specified in each Series Designation or, its permitted successors or assigns, appointed
in accordance with Section 5.10.

 

“Broker” means
any Person who has been appointed by the Company (and as the Managing Member may select in its reasonable discretion) and specified
in any Series Designation to provide execution and other services relating to an Initial Offering to the Company, or its successors
from time to time, or any other broker in connection with any Initial Offering.

 

“Brokerage Fee” means
the fee payable to the Broker for the purchase by any Person of Interests in an Initial Offering equal to an amount agreed between
the Managing Member and the Broker from time to time and specified in any Series Designation.

 

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

 

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

 

“Certificate
of Formation”
 means the Certificate of Formation of the Company filed with the Secretary of State of the State
of Delaware.

 

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

 

“Company” means
Collectable Sports Assets, LLC, a Delaware series limited liability company, and any successors thereto.

 

“Conflict of
Interest”
 means any matter that the Managing Member believes may involve a conflict of interest that is not otherwise
addressed by the Allocation Policy.

 

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

 

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

 

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

 

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

 

“Exchange
Act”
 means the Securities Exchange Act of 1934.

 

2

 

 

“Expenses
and Liabilities”
 has the meaning assigned to such term in Section 5.5(a).

 

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

 

“Free Cash Flow” means
any available cash for distribution generated from the net income received by a Series, as determined by the Managing Member to
be in the nature of income as defined by U.S. GAAP, plus (i) any change in the net working capital (as shown
on the balance sheet of such Series) (ii) any amortization to the relevant Series Asset (as shown on the income statement of such
Series) and (iii) any depreciation to the relevant Series Asset (as shown on the income statement of such Series) and (iv) any
other non-cash Operating Expenses less (a) any capital expenditure related to the Series Asset (as shown on the
cash flow statement of such Series) (b) any other liabilities or obligations of the Series, in each case to the extent not already
paid or provided for and (c) upon the termination and winding up of a Series or the Company, all costs and expenses incidental
to such termination and winding as allocated to the relevant Series in accordance with Section 6.4.

 

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

 

“Gross Asset
Value”
 means, with respect to any asset contributed by an Economic Member to a Series, the gross fair market value
of such asset as determined by the Managing Member.

 

“Indemnified
Person”
 means (a) any Person who is or was an Officer of the Company or associated with a Series, (b) any
Person who is or was a Managing Member or Liquidator, together with its officers, directors, members, shareholders, employees,
managers, partners, controlling persons, agents or independent contractors, (c) any Person who is or was serving at the request
of the Company as an officer, director, member, manager, partner, fiduciary or trustee of another Person; provided,
that, except to the extent otherwise set forth in a written agreement between such Person and the Company or a Series, a Person
shall not be an Indemnified Person by reason of providing, on a fee for services basis, trustee, fiduciary, administrative or
custodial services, (d) any member of the Advisory Board appointed by the Managing Member pursuant to Section 5.4, (e)
the Asset Manager, and (f) any Person the Managing Member designates as an Indemnified Person for purposes of this Agreement.

 

“Individual
Aggregate Limit”
 means, with respect to any individual holder, 10% of the greater of such holders annual income
or net worth or, with respect to any entity, 10% of the greater of such holders annual revenue or net assets at fiscal year-end.

 

“Initial
Member”
 means the Person identified in the Series Designation of such Series as the Initial Member associated therewith.

 

“Initial
Offering”
 means the first offering or private placement and issuance of any Series, other than the issuance to
the Initial Member.

 

“Interest” means
an interest in a Series issued by the Company that evidences a Members rights, powers and duties with respect to the Company and
such Series pursuant to this Agreement and the Delaware Act.

 

“Interest
Designation”
 has the meaning ascribed in Section 3.3(f).

 

“Investment
Advisers Act”
 means the Investment Advisers Act of 1940.

 

“Investment
Company Act”
 means the Investment Company Act of 1940.

 

3

 

 

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

 

“Liquidator” means
one or more Persons selected by the Managing Member to perform the functions described in Section 11.2 as liquidating trustee
of the Company or a Series, as applicable, within the meaning of the Delaware Act.

 

“Management
Fee”
 means an amount equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII, as
generated by each Series.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(i)              any
and all fees, costs and expenses incurred in connection with the management of a Series Asset, including import taxes, income
taxes, transportation (other than those related to Acquisition Expenses), storage (including property rental fees should the Managing
Member decide to rent a property to store a number of Series Assets), marketing, security, maintenance, refurbishment, utilization
and costs incurred in connection with the disposition of the Series Asset;

 

(ii)             
any fees, costs and expenses incurred in connection with preparing any reports and accounts of each Series of Interests, including
any blue sky filings required in order for a Series of Interests to be made available to investors in certain states and any annual
audit of the accounts of such Series of Interests (if applicable) and any reports to be filed with the U.S. Securities and Exchange
Commission including periodic reports on Forms 1-K, 1-SA and 1-U.

 

4

 

 

(iii)           
any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Managing
Member or the Asset Manager, in connection with the Series Asset;

 

(iv)            
any withholding or transfer taxes imposed on the Company or a Series or any of the Members as a result of its or their earnings,
investments or withdrawals;

 

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

 

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

 

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

 

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

 

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

 

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

 

(xi)            
the cost of any audit of a Series annual financial statements, the fees, costs and expenses incurred in connection with making
of any tax filings on behalf of a Series and circulation of reports to Economic Members;

 

(xii)         
any indemnification payments to be made pursuant to Section 5.5;

 

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

 

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

 

(xv)          
any similar expenses that may be determined to be Operating Expenses, as determined by the Managing Member in its reasonable discretion.

 

“Operating
Expenses Reimbursement Obligation(s)”
 has the meaning ascribed in Section 6.3.

 

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

 

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

 

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

 

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

 

“Securities
Act”
 means the Securities Act of 1933.

 

5

 

 

“Series” has
the meaning assigned to such term in Section 3.3(a).

 

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

 

“Series Designation” has
the meaning assigned to such term in Section 3.3(a).

 

“Sourcing Fee” means
the sourcing fee which is paid to the Manager or Asset Manager as consideration for assisting in the sourcing of such Series Asset
and as specified in each Series Designation, to the extent not waived by the Managing Member in its sole discretion.

 

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

 

“Substitute
Economic Member”
 means a Person who is admitted as an Economic Member of the Company and associated with a Series
pursuant to Section 4.1(b) as a result of a Transfer of Interests to such Person.

 

“Super Majority
Vote”
 means, the affirmative vote of the holders of Outstanding Interests of all Series representing at least two
thirds (2/3rds) of the total votes that may be cast by all such Outstanding Interests, voting together as a single class.

 

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

 

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

 

Section 1.2           
Construction
. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa;
(b) references to paragraphs, Articles and Sections refer to paragraphs, Articles and Sections of this Agreement; (c) the
term include or includes means includes, without limitation, and including means including, without limitation, (d) the words
herein, hereof and hereunder and other words of similar import refer to this Agreement as a whole and not to any particular Article,
Section or other subdivision, (e) or has the inclusive meaning represented by the phrase and/or, (f) unless the context otherwise
requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications
thereto, (g) references to any Person shall include all predecessors of such Person, as well as all permitted successors, assigns,
executors, heirs, legal representatives and administrators of such Person, and (h) any reference to any statute or regulation
includes any implementing legislation and any rules made under that legislation, statute or statutory provision, whenever before,
on, or after the date of the Agreement, as well as any amendments, restatements or modifications thereof, as well as all statutory
and regulatory provisions consolidating or replacing the statute or regulation. This Agreement shall be construed without regard
to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument
to be drafted.

 

ARTICLE II – ORGANIZATION

 

Section 2.1           
Formation
. The Company has been formed as a series limited liability company pursuant to Section 18-215 of the Delaware Act.
Except as expressly provided to the contrary in this Agreement, the rights, duties, liabilities and obligations of the Members
and the administration, dissolution and termination of the Company and each Series shall be governed by the Delaware Act.

 

6

 

 

Section
2.2            Name
. The name of the Company shall be Collectable
Sports Assets, LLC. The business of the Company and any Series may be conducted under any other name or names, as may be determined
by the Managing Member. The Managing Member may change the name of the Company at any time and from time to time and shall notify
the Economic Members of such change in the next regular communication to the Economic Members.

 

Section 2.3           
Registered Office; Registered Agent; Principal Office; Other Offices
. Unless and until changed by the Managing Member
in its sole discretion, the registered office of the Company in the State of Delaware shall be located at 850 New Burton Road,
Suite 201, Dover, Delaware 19904, and the registered agent for service of process on the Company and each Series in the State
of Delaware at such registered office shall be Cogency Global Inc., a Delaware corporation. The principal office of the Company
shall be located at 333 Westchester Avenue, Suite W2100, White Plains, NY 10604. Unless otherwise provided in the applicable Series
Designation, the principal office of each Series shall be located at 333 Westchester Avenue, Suite W2100, White Plains, NY 10604
or such other place as the Managing Member may from time to time designate by notice to the Economic Members associated with the
applicable Series. The Company and each Series may maintain offices at such other place or places within or outside the State
of Delaware as the Managing Member determines to be necessary or appropriate. The Managing Member may change the registered office,
registered agent or principal office of the Company or of any Series at any time and from time to time and shall notify the applicable
Economic Members of such change in the next regular communication to such Economic Members.

 

Section 2.4           
Purpose
. The purpose of the Company and, unless otherwise provided in the applicable Series Designation, each Series shall
be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted
by a series limited liability company organized pursuant to the Delaware Act, (b) acquire, maintain and occasionally make
available to interested purchasers a collection of investment grade collector sports memorabilia, (c) to engage in any lawful
act or activity for which limited liability companies under the laws of the State of Delaware may engage in and to exercise all
of the rights and powers conferred upon the Company and each Series with respect to its interests therein, and (d) conduct
any and all activities related or incidental to the foregoing purposes.

 

Section
2.5            Powers
. The Company, each Series and, subject to
the terms of this Agreement, the Managing Member shall be empowered to do any and all acts and things necessary or appropriate
for the furtherance and accomplishment of the purposes described in Section 2.4.

 

Section 2.6           
Power of Attorney
.

 

(a)              
Each Economic Member hereby constitutes and appoints the Managing Member and, if a Liquidator shall have been selected pursuant
to Section 11.2, the Liquidator, and each of their authorized officers and attorneys in fact, as the case may be, with
full power of substitution, as his or her true and lawful agent and attorney in fact, with full power and authority in his or
her name, place and stead, to:

 

(i)                
execute, swear to, acknowledge, deliver, file and record in the appropriate public offices: (A) all certificates, documents and
other instruments (including, but not limited to, this Agreement and the Certificate of Formation and all amendments or restatements
hereof or thereof) that the Managing Member, or the Liquidator, determines to be necessary or appropriate to form, qualify or
continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all
other jurisdictions in which the Company or any Series may conduct business or own property; (B) all certificates, documents and
other instruments that the Managing Member, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance
with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other
instruments that the Managing Member or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation
or termination of the Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments
relating to the admission, withdrawal or substitution of any Economic Member pursuant to, or in connection with other events described
in, ARTICLE III or ARTICLE XI; (E) all certificates, documents and other instruments relating to the determination of the rights,
preferences and privileges of any Series of Interests issued pursuant to Section 3.3; (F) all certificates, documents and
other instruments that the Managing Member or Liquidator determines to be necessary or appropriate to maintain the separate rights,
assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements
and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and

 

7

 

 

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

 

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

 

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

 

Section 2.7           
Term
. The term of the Company commenced on the day on which the Certificate of Formation was filed with the Secretary of State
of the State of Delaware pursuant to the provisions of the Delaware Act. The existence of each Series shall commence upon the
effective date of the Series Designation establishing such Series, as provided in Section 3.3. The term of the Company
and each Series shall be perpetual, unless and until it is dissolved or terminated in accordance with the provisions of ARTICLE
XI. The existence of the Company as a separate legal entity shall continue until the cancellation of the Certificate of Formation
as provided in the Delaware Act.

 

Section 2.8           
Title to Assets
. All Interests shall constitute personal property of the owner thereof for all purposes and a Member has no
interest in specific assets of the Company or applicable Series Assets. Title to any Series Assets, whether real, personal or
mixed and whether tangible or intangible, shall be deemed to be owned by the Series to which such asset was contributed or by
which such asset was acquired, and none of the Company, any Member, Officer or other Series, individually or collectively, shall
have any ownership interest in such Series Assets or any portion thereof. Title to any or all of the Series Assets may be held
in the name of the relevant Series or one or more nominees, as the Managing Member may determine. All Series Assets shall be recorded
by the Managing Member as the property of the applicable Series in the books and records maintained for such Series, irrespective
of the name in which record title to such Series Assets is held.

 

Section 2.9           
Certificate of Formation
. The Certificate of Formation has been filed with the Secretary of State of the State of Delaware,
such filing being hereby confirmed, ratified and approved in all respects. The Managing Member shall use reasonable efforts to
cause to be filed such other certificates or documents that it determines to be necessary or appropriate for the formation, continuation,
qualification and operation of a series limited liability company in the State of Delaware or any other state in which the Company
or any Series may elect to do business or own property. To the extent that the Managing Member determines such action to be necessary
or appropriate, the Managing Member shall, or shall direct the appropriate Officers, to file amendments to and restatements of
the Certificate of Formation and do all things to maintain the Company as a series limited liability company under the laws of
the State of Delaware or of any other state in which the Company or any Series may elect to do business or own property, and if
an Officer is so directed, such Officer shall be an authorized person of the Company and, unless otherwise provided in a Series
Designation, each Series within the meaning of the Delaware Act for purposes of filing any such certificate with the Secretary
of State of the State of Delaware. The Company shall not be required, before or after filing, to deliver or mail a copy of the
Certificate of Formation, any qualification document or any amendment thereto to any Member.

 

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ARTICLE III – MEMBERS, SERIES AND INTERESTS

 

Section 3.1           
Members
.

 

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

 

(b)              
The Managing Member may withhold its consent to the admission of any Person as an Economic Member for any reason, including when
it determines in its reasonable discretion that such admission could: (i) result in there being 2,000 or more beneficial owners
(as such term is used under the Exchange Act) or 500 or more beneficial owners that are not accredited investors (as defined under
the Securities Act) of any Series of Interests, as specified in Section 12g-1(b)(1) of the Exchange Act, (ii) cause such Persons
holding to be in excess of the Aggregate Ownership Limit, (iii) cause the Persons investment in all Interests (of all Series in
the aggregate) to exceed the Individual Aggregate Limit, (iv) could adversely affect the Company or a Series or subject the Company,
a Series, the Managing Member or any of their respective Affiliates to any additional regulatory or governmental requirements
or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Managing Member
or any of their respective Affiliates to any tax to which it would not otherwise be subject, (v) cause the Company to be required
to register as an investment company under the Investment Company Act, (vi) cause the Managing Member or any of its Affiliates
being required to register under the Investment Advisers Act, (vii) cause the assets of the Company or any Series to be treated
as plan assets as defined in Section 3(42) of ERISA, or (viii) result in a loss of (a) partnership status by the Company for US
federal income tax purposes or the termination of the Company for US federal income tax purposes or (b) corporation taxable as
an association status for US federal income tax purposes of any Series or termination of any Series for US federal income tax
purposes. A Person may become a Record Holder without the consent or approval of any of the Economic Members. A Person may not
become a Member without acquiring an Interest.

 

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

 

(d)              
Except as otherwise provided in the Delaware Act and subject to Sections 3.1(e) and 3.3 relating to each Series,
the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts,
obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or
liability of the Company solely by reason of being a Member.

 

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

 

(f)               
Unless otherwise provided herein, and subject to ARTICLE XI, Members may not be expelled from or removed as Members of the Company.
Members shall not have any right to resign or redeem their Interests from the Company; provided that when a transferee
of a Member’s Interest becomes a Record Holder of such Interests, such transferring Member shall cease to be a Member of
the Company with respect to the Interests so transferred and that Members of a Series shall cease to be Members of such Series
when such Series is finally liquidated in accordance with Section 11.3.

 

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

 

9

 

 

(h)              
CS Assets Manager, LLC, a Delaware limited liability company, was appointed as the Managing Member of the Company with effect
from the date of this Agreement, and shall continue as Managing Member of the Company until the earlier of (i) the dissolution
of the Company pursuant to Section 11.1(a), or (ii) its removal or replacement pursuant to Section 4.3 or ARTICLE
X. Except as otherwise set forth in the Series Designation, the Managing Member of each Series shall be CS Assets Manager, LLC,
a Delaware limited liability company, until the earlier of (i) the dissolution of the Series pursuant to Section 11.1(b)
or (ii) its removal or replacement pursuant to Section 4.3 or Article X. Unless otherwise set forth in the applicable
Series Designation, the Managing Member or its Affiliates shall, as at the closing of any Initial Offering, hold at least 0.5%
of the Interests of the Series being issued pursuant to such Initial Offering. Unless provided otherwise in this Agreement, the
Interests held by the Managing Member or any of its Affiliates shall be identical to those of an Economic Member and will not
have any additional distribution, redemption, conversion or liquidation rights by virtue of its status as the Managing Member;
provided, that the Managing Member shall have the rights, duties and obligations of the Managing Member hereunder, regardless
of whether the Managing Member shall hold any Interests.

 

Section 3.2           
Capital Contributions
.

 

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

 

(b)              
Except as expressly permitted by the Managing Member, in its sole discretion (i) initial and any additional Capital Contributions
to the Company or Series as applicable, by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions
shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Managing Member of a
Person’s admission as a Member to a Series (or a Members application to acquire additional Interests) (or within five (5)
Business Days thereafter with the Managing Members approval). No Member shall be required to make an additional Capital Contribution
to the Company or Series but may make an additional Capital Contribution to acquire additional Interest at such Member’s
sole discretion.

 

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

 

Section 3.3           
Series of the Company
.

 

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

 

10

 

 

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

 

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

 

(d)              
Assets and Liabilities Associated with a Series.

 

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

 

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

 

11

 

 

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

 

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

 

Section 3.4           
Authorization to Issue Interests
.

 

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

 

(b)              
Subject to Section 6.3(a)(i), and unless otherwise provided in the applicable Series Designation, the Company is authorized
to issue in respect of each Series an unlimited number of Interests. All Interests issued pursuant to, and in accordance with
the requirements of, this ARTICLE III shall be validly issued Interests in the Company, except to the extent otherwise provided
in the Delaware Act or this Agreement (including any Series Designation).

 

Section 3.5           
Voting Rights of Interests Generally
. Unless otherwise provided in this Agreement or any Series Designation, (i) each
Record Holder of Interests shall be entitled to one vote per Interest for all matters submitted for the consent or approval of
Members generally, (ii) all Record Holders of Interests (regardless of Series) shall vote together as a single class on all matters
as to which all Record Holders of Interests are entitled to vote, (iii) Record Holders of a particular Series of Interests
shall be entitled to one vote per Interest for all matters submitted for the consent or approval of the Members of such Series
and (iv) the Managing Member or any of its Affiliates shall not be entitled to vote in connection with any Interests they
hold pursuant to Section 3.1(h) and no such Interests shall be deemed Outstanding for purposes of any such vote.

 

Section 3.6           
Record Holders
. The Company shall be entitled to recognize the Record Holder as the owner of an Interest and, accordingly,
shall not be bound to recognize any equitable or other claim to or interest in such Interest on the part of any other Person,
regardless of whether the Company shall have actual or other notice thereof, except as otherwise provided by law or any applicable
rule, regulation, guideline or requirement of any National Securities Exchange or over-the-counter market on which such Interests
are listed for trading (if ever). Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company
or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity
for another Person in acquiring or holding Interests, as between the Company on the one hand, and such other Persons on the other,
such representative Person shall be the Record Holder of such Interests.

 

12

 

 

Section 3.7           
Splits
.

 

(a)              
Subject to paragraph (c) of this Section and Section 3.4, and unless otherwise provided in any Interest Designation, the
Company may make a pro rata distribution of Interests of a Series to all Record Holders of such Series, or may effect a subdivision
or combination of Interests of any Series, in each case, on an equal per Interest basis and so long as, after any such event,
any amounts calculated on a per Interest basis or stated as a number of Interests are proportionately adjusted.

 

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

 

(c)              
Subject to Section 3.4 and unless otherwise provided in any Series Designation, the Company shall not issue fractional
Interests upon any distribution, subdivision or combination of Interests. If a distribution, subdivision or combination of Interests
would otherwise result in the issuance of fractional Interests, each fractional Interest shall be rounded to the nearest whole
Interest (and a 0.5 Interest shall be rounded to the next higher Interest).

 

Section 3.8           
Agreements
. The rights of all Members and the terms of all Interests are subject to the provisions of this Agreement (including
any Series Designation).

 

ARTICLE IV – REGISTRATION AND TRANSFER
OF INTERESTS.

 

Section 4.1           
Maintenance of a Register
. Subject to the restrictions on Transfer and ownership limitations contained below:

 

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

 

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

 

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

 

Section 4.2           
Ownership Limitations
.

 

(a)              
No Transfer of any Economic Members Interest, whether voluntary or involuntary, shall be valid or effective, and no transferee
shall become a substituted Economic Member, unless the written consent of the Managing Member has been obtained, which consent
may be withheld in its sole and absolute discretion as further described in this Section 4.2. In the event of any Transfer,
all of the conditions of the remainder of this Section must also be satisfied. Notwithstanding the foregoing but subject to Section
3.6
, assignment of the economic benefits of ownership of Interests may be made without the Managing Members consent, provided
that the assignee is not an ineligible or unsuitable investor under applicable law.

 

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(b)              
No Transfer of any Economic Members Interests, whether