PART II – INFORMATION REQUIRED IN OFFERING CIRCULAR

PRELIMINARY OFFERING CIRCULAR 

dated December 13, 2022

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 THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR THAT WAS FILED MAY BE OBTAINED.

EVERY ASSETS I, LLC 

106 E. 6^th St, Suite 900-185 

Austin, Texas 78701 

(512) 546-3454

www.investevery.com

Best Efforts Offering of Series Membership Interests

Every Assets I, LLC, a Delaware series limited liability company (“we,” “us,” “our,” or the “Company”), will offer on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”) of units of membership interests (each an “Interest” and, collectively whether for one series or in the aggregate for all series, the “Interests”) in one of several series (each a “Series” and, collectively, the “Series”) of equity of the Company, as more particularly described below in the Offering Circular (the offerings of the Interests may be referred to herein, collectively, as the “Offerings” and with respect to any one, an “Offering”). The Total Minimum for the Offerings is 30,400 Units with aggregate proceeds of $152,000.00, and the Total Maximum for the Offerings is 32,224 Units with aggregate proceeds of $161,120.00.

The sale of the Interests is being facilitated by Every Markets, LLC (the “BOR”), an affiliate of the Company, and a broker-dealer registered as such under the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and member of FINRA. The BOR is or will be registered in each state where the offer or sales of the Interests will occur. 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.

See “Series Membership Interests Overview,” “Use of Proceeds and Investment Criteria” and “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 Atlantic Capital Bank, N.A., which is acting as the escrow agent (“Escrow Agent”), and will not be commingled with any operating account of the Company or any Series, until, if and when there is a Closing with respect to the Series. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” for additional information.

 The Interests will be offered by certain designated Series of the Company, as follows:

DriveWealth, LLC (including any successor thereto, the “Custodian”) will be acting as the custodian of Interests and will hold accounts for Interest holders in connection with the Company’s offerings and is entitled to a custody fee which will be paid for by the Manager.

It is anticipated that the Company’s core business will be to acquire Series Assets for investment purposes in order to realize a gain on appreciation over time of the value of such Series Asset or to assist sellers of such Series Assets with the marketing and liquidation of such Series Assets via a fractionalized market. Each Series of the Company’s equity will acquire one or more of such Series Assets, which shall be known, respectively, as a “Series Asset” and, collectively, as the “Series Assets.” Any individuals, dealers, auction companies or similar enterprises which sell a Series Asset to the Company is referred to herein as an “Asset Seller.” Depending on the circumstances, the Company may initially consign the Series Asset from the Asset Seller before ultimately acquiring the Series Asset, may enter into a purchase agreement or purchase option agreement, or may acquire the Series Asset outright prior to the Offering. Series Assets include any higher value Series Asset not considered a stock or fixed income instrument, including without limitation, works of art, coins, trading cards, memorabilia, luxury goods, and real estate. Currently, neither the Company, nor any Series of the Company’s equity, owns or holds any Series Assets. The proceeds of an Offering will be used to acquire Series Assets for the respective Series. As a platform, our primary goal is to evaluate the fit of potential Asset Sellers for the platform which may include, but is not limited to, interviews, review of assets including previous assets sold, background checks, and reference checks. Individual Series Assets held by such Asset Sellers are selected by the Asset Seller and reviewed based on investment criteria that includes, but is not limited to, historical changes in asset value, verification of provenance, and expected investor appetite for the asset. The Company may also be an Asset Seller in some cases. See “Description of the Business” for additional information regarding Series Assets.

Every Management, LLC, a Delaware limited liability company (the “Manager”), is the initial member and manager of the Company - and is not initially associated with any Series. The Manager identifies and acquires Series Assets based on the investment criteria specified herein and serves as the manager for each Series. See “Use of Proceeds and Investment Criteria” section of this Offering Circular for a description of the investment criteria.

Interests represent an investment in a particular Series and, thus, indirectly the Series Assets. We do not anticipate that any Series will own any material assets other than the Series Assets associated with such Series.

A purchaser of an Interest 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 (i) the date which is one (1) year (which period may be extended with respect to a particular Series more than once by an additional six (6) months by the Manager in its sole discretion) from the date the Offering Circular or Amendment that is applicable to that Series is qualified by the U.S. Securities and Exchange Commission, or the “Commission”, or (ii) any date on which the Manager elects to terminate the Offering for a particular Series in its sole discretion. The proceeds of an Offering will be released from the applicable Escrow into the operating account of the Series once the Total Minimum for such Offering has been achieved. Proceeds of an Offering received after the Total Minimum for such Offering has been achieved may be received directly by the Series or continue to be received by the Escrow Agent and be immediately released to the operating account of the Series, until the Closing.

No securities are being offered by existing Interest Holders.

A purchase of an Interest in a Series does not constitute an investment in ether the Company or a Series Asset directly, or in any other Series. Any voting rights associated with a Series are limited to that particular Series. Investors are further limited by other terms of the Limited Liability Company Agreement of the Company with respect to their Series (as amended from time to time, the “Operating Agreement”), described further in this Offering Circular. Upon the authorization of a new Series, an amended or separate Operating Agreement will set forth the rights and obligations of the Manager and the members of such Series (each, a “Series Designation”). The Interests will be non-voting, except with respect to certain matters set forth in the Operating Agreement. The Manager thus retains significant control over the management of the Company, each Series and the Series 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, any other Series or the Series Assets thereof.

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 THE INTERESTS AT ANY PRICE. EVEN IF A PUBLIC OR PRIVATE MARKET DOES DEVELOP, THE MARKET PRICE COULD DECLINE BELOW THE AMOUNT YOU PAID FOR THE INTERESTS.

THE INTERESTS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK, ARE HIGHLY SPECULATIVE IN NATURE, AND SHOULD ONLY BE PURCHASED BY PERSONS WHO CAN AFFORD TO LOSE THEIR 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 TEN PERCENT (10%) OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED PERSONS 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.

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 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

Every Assets I, Inc.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this Offering Circular includes 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 “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 references 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 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:

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 risk or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in there 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, services marks, and trade names that we use in connection with 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 any 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 by 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.

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 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-dealer 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 risk 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 occur, the value of the Interests may be materially adversely affected. Prospective Investors should obtain their own legal and tax advice prior to making any 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 investing in that Series and not in the Company or directly in any Series Asset.

An Investor in an Offering will acquire an ownership interest in the Series of Interest related to that Offering and not, for the avoidance of doubt, in (i) the Company, (ii) any other Series of Interest, (iii) the Manager, or (iv) directly in the Series Asset associated with the Series or any Series 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 Series 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 thus retains significant control over the management of the Company and the Series 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 a Series Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders.

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 the 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 stockbrokers 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 the Interests. There may be significant state blue sky law restrictions on the ability of Investors to sell, and on purchasers to buy, the Interests. In addition, during the first twelve (12) months of ownership, Tier 2 of Regulation A limits qualified resales of the Interests to thirty percent (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 Series Asset will increase or that the Series 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.

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 businesses that have pursued a strategy or investment objective similar to the Company’s.

The number of other companies that have crowdfunded Series Assets in a manner like us is limited. The Company and the Interests may not gain market acceptance from potential Investors, potential Asset Sellers or service providers, including insurance companies, storage facilities or maintenance partners. This could result in an inability of the Manager to manage and monetize the Series Assets profitably. This could negatively affect the issuance of further Series of Interests and additional Series Assets being acquired by the Company.

We are reliant on the Manager and its respective personnel. Our business and operations could be adversely affected if the Manager loses 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 to source and manage the Series Assets. As the Manager has only been in existence for a short time, 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 Series Assets.

The success of the Company (and therefore, the Interests) will be highly dependent on the expertise and performance of the Manager and its respective teams, expert network and other investment professionals (which include third party experts) to source, manage and monetize Series Assets. There can be no assurance that these individuals will continue to be associated with the Manager. The loss of the services of one or more of these individuals could have a material adverse effect on the Series 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 the Company being able to source a number of Series Assets in multiple Series. If the Company is unable to source additional Series Assets due to, for example, competition for such Series Assets or lack of Series 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 Series Assets through the issuance of further Series and monetizing them. A secondary market does not currently exist through which to monetize Interests, and there can be no guarantee that a secondary market will ever develop or that appropriate registrations to permit such secondary trading will ever be obtained

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

The Manager and their respective affiliates may have 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 “Potential Conflicts of Interest.”

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 Series 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 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

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 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.

The Manager and/or the Asset Seller may sell its Interests post-closing which may result in a reduction in value of the Interests if there are too many series interests available and not enough demand for those Interests

The Manager and/or the Asset Seller may arrange for some of the Interests it holds in a specific series of Interests to be sold by a broker pursuant to a “10b5-1 trading plan”. The Manager has no present intention to sell any Interests it may acquire, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the Interests. We cannot predict the inclination of any respective Asset Seller to sell its Interests. There is a risk that a sale by the Manager and/or Asser Seller may result in too many Interests being available for resale and the price of the relevant series of Interests decreasing as supply outweighs demand.

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

The Manager provides content or posts 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 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.

Risks relating to the Offerings

We are offering the 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 the 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 the 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 Series 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 the Manager require its registration as a broker-dealer, 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 Manager, which is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities that require registration, the Manager may need to stop operating and therefore, the Company would not have an entity managing the Series’ Series Assets. In addition, if the 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 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 may divert attention from management of the Series Assets by the Manager or could cause the 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 may divert attention from management of the Series Assets by the Manager or could cause the Manager to no longer be able to afford to run our business.

If the Company were to be required to register under the Investment Company Act or the 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 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 and Manager are 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 the Interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. The Company and the Manager has taken the position that the Series 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 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 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 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.

Series Assets 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 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 Series Assets through the issuance of further Series of Interests.

Lack of Diversification.

It is not anticipated that any Series would own assets other than its respective Series Assets and amounts earned by such Series from any potential monetization of the Series 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.

The value of Series 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 Series Assets is likely to decrease.

Volatile demand for the assets in the Asset Class

Volatility of demand for Series Assets differs, including type of Series Asset, and may adversely affect a Series’ ability to achieve its investment purpose. Demand for high value Series 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 resulting in changes of which Series Assets are most sought after.

Volatility in demand may lead to volatility in the value of the Series Assets, which may result in further downward price pressure and adversely affect the Company’s ability to achieve its objective of acquiring additional Series Assets through the issuance of further Series of Interests and potential monetization of Series Assets through exhibiting them at public events, or any comparable monetization activities as the Manager may deem advisable.

In addition, the lack of demand may reduce any further issuance of Series of Interests and acquisition of more Series Assets or the value of existing Interests. These effects may have a more pronounced impact given the limited number of Series Assets held by the Company in the short-term.

We will rely on data from past auction sales and insurance data, among other sources, in determining the value of the Series Assets, and have not independently verified the accuracy or completeness of this information. As such, valuations of the Series 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. Although we hope to create a platform that will help create a market by which the Interests (and, indirectly, the Series Assets) may be more accurately valued due to the creation of a larger market for the asset class than exists from current means. Until that occurs, however, valuations of the Series Assets will be based upon the subjective approach taken by the members of the Manager’s expert network and members of any advisory board the Company may establish, 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 Series Assets may be more difficult for potential investors to compare against a market benchmark. Furthermore, if similar assets to the Series Assets are created or discovered it could in turn negatively affect the value of the Series 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 Series Assets

The value of the Series 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 Series 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 Series Assets and physical matters arising from the state of their condition.

Competition in the Series Assets from other business models.

There is potentially significant competition for various Series 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, Shopify or Amazon in the Series Assets 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 Series Assets to ensure that there is an appetite of potential investors for the Interests.

The valuation of a Series Asset may be negatively affected by the reputation of any person, group, including the manufacturer or creator, or matter with which it is associated.

The value of a Series Asset is likely to be connected to its association with, a certain person, group (including the manufacturer or creator) or in connection with certain events. In the event that such person, group or event loses public affection, then this may adversely impact the value of the Series Asset and therefore, the Series of Interests that relate to such Series Asset.

Title, authenticity or infringement claims on a Series Asset.

There is no guarantee that a Series 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 a Series Asset by a Series of Interests. The Company may not have complete ownership history or records for a Series 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 Series Asset and the Series that relates to that Series Asset, may be diminished.

There are risks associated with reliance on third party authenticators.

While there is no guarantee that a Series Asset will be free of fraud, where appropriate we may have a Series Asset 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 asset. 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 Series Asset will likely deteriorate. A piece of a Series 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 a Series Asset that are not immediately apparent but arise at a later date. For example, prior storage and display methodologies for a Series 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.

Third party liability.

Each Series will assume all of the ownership risks attached to its Series 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’ Series 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.

A Series 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 a Series Asset which has been damaged or lost which will result in a material and adverse effect in the value of the related Interests.

Any Series 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 a Series Asset could be lost or damaged while being exhibited at a public event. Any damage to a Series 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 Series Asset or adversely increase the liabilities of its related Series of Interests. Further, when a Series Asset has been purchased, it will be necessary to transport it to the Manager’s preferred storage location or as required to participate in any public event. A Series Asset may be lost or damaged in transit, and transportation, insurance or other expenses may be higher than anticipated due to the location of particular events.

Although we intend for the Series 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 a Series 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 that may exist), if any, of the Interests. In the event that damage is caused to a Series Asset, this will impact the value of the Series Asset, and consequently, the Interests related to the Series Asset, as well as the likelihood of any distributions being made by the applicable Series to its Investors.

Insurance of Series 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 Series Assets.

Insurance of any Series 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 Series Asset.

Forced sale of Series Assets.

The Company may be forced to cause its various Series to sell one or more of the Series 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 Series Assets were first acquired or at a lower price than the aggregate of costs, fees and expenses used to purchase the Series Assets. In addition, there may be liabilities related to the Series Assets 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 Series 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 Series Asset and sold it at a later date.

Environmental damage could negatively affect the value of a Series 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. Some of the defects may not be initially visible or apparent and may only become visible at a later date at which point the value of the Series Asset and in turn the Series may be negatively affected.

Risks Related to Ownership of Interests

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 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 a Series Asset.

The offering price for the Interests may 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 Interests can be traded publicly.

The price of the Interests is a derivative result of negotiations with Asset Sellers based upon various factors including prevailing market conditions. 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.

If a market ever develops for the Interests, the market price and trading volume of 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, the Series Assets or the 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 the Interests may decline as well.

In addition, fluctuations in operating results of a particular series of interest 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.

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. 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.

We believe that this is the case with respect to our Operating Agreement and the 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 the Interests serves as a waiver by any Investor or beneficial owner of the 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 the 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.

POTENTIAL CONFLICTS OF INTEREST

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

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 and their respective employees or affiliates.

The Manager will engage with, on behalf of the Company, a number of brokers, dealers, Asset Seller, 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 and not the Company, or may apply disproportionately to other series of interests. The 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 the expert network and any advisory board created by the Company are often 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. In certain cases, a member of any advisory board created by the Company could be the Asset Seller and could receive an identification fee for originally locating the asset. In some cases, affiliates of the Asset Manager may receive the Sourcing Fee and other fees for presenting assets to the Company to purchase on behalf of a Series of Interests.

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

The Manager or its affiliates will obtain 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 a Series Asset, in the future, they may, from time to time, transfer these interests, either directly or through brokers, via any liquidity platform that we might develop, 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).

Conflicting interests of the Manager and the Investors.

The Manager or its affiliates may receive as part of the Sourcing Fee from Asset Sellers an Interest in the Series on the same terms as all other Investors. The Manager is obligated to acquire at least a 0.5% Interest of all Offerings in order to serve as the Manager of the Series. 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, or an affiliate of Manager, in its sole discretion may acquire 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 will determine whether to liquidate the Series Asset, should an offer to acquire the whole Series Asset be received. It is expected that the Manager would receive fees from the acquirer of the Series Asset and therefore may be incentivized to accept an offer. When determining to liquidate a Series Asset, the Manager will do so considering all the circumstances at the time, this may result in obtaining a price for a Series 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 Series Assets at public events in an effort to generate additional interests in a Series Asset. The use of Series Assets at the such public events could increase the risk of the Series Asset getting damaged and could impact the value of the Series 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 Series Assets at a public event.

Except with respect to certain matters set forth in the Operating Agreement, the Manager has the ability to unilaterally amend the Operating Agreement. 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.

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 any advisory board that the Company may establish 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 such advisory board members, they may receive an ownership stake in the Manager. This may incentivize such advisory board members to make decisions in relation to the Series Assets that benefit the Manager rather than the Company.

As a number of potential 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.

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

The counsel of the Company (“Legal Counsel”) is also counsel to the Manager and their respective affiliates and may serve as counsel with respect to other series of interests (collectively, the “Manager Affiliates”). Because Legal Counsel represents both the Company and the Manager Affiliates, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between the Company and any of the Manager Affiliates, Legal Counsel may represent the Manager Affiliates and not the Company or the Series. Legal Counsel may, in the future, render services to the Company or the Manager Affiliates 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. 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.

MANAGER OWNERSHIP OF SERIES INTERESTS

The Manager or its affiliates must acquire a minimum of 0.5% of the Interests in connection with any Offering; however, the Manager and/or its affiliate may acquire greater than this amount of the Interests, without any limitation. In all circumstances, the Manager or its affiliate shall purchase Interests the price per share offered to Investors hereunder.

USE OF PROCEEDS AND INVESTMENT CRITERIA

The net proceeds to a Series from the sale of Interests will vary depending upon the total number of Interests sold, subject to the Total Maximum and Total Minimum. There is no guarantee that we will be successful at selling any of the securities being offered in this Offering or that we will successfully reach the Total Minimum. If there is a lack of demand for Interests in a particular Series during such Series’ initial offering, the Manager, or an affiliate of Manager, in its sole discretion may acquire Interests (at the same terms as all other Investors) in order for an offering for such Series to reach its Total Minimum and have a Closing. The Manager is not obligated to acquire Interests in excess of 0.5% of the total Interests offered by a Series. In the event the Total Minimum for a Series Offering is not achieved, such Series offering may terminate, in which case all proceeds received from Investors in escrow for such Series Offering shall be returned to such Investors. We would only exercise the purchase option, or otherwise consummate a purchase of the Series Asset, with the Asset Seller if at least the Total Minimum is raised in the Offering. Accordingly, the actual amount of proceeds we will raise in this offering, if any, may vary from the amounts used in the following illustrations based on the actual amount of proceeds raised between the Total Minimum and the Total Maximum. All of the proceeds raised in an Offering, being any amount between the Total Minimum and the Total Maximum, will be used for the acquisition of the Series Asset.

The following summarizes the anticipated acquisition transactions for which the proceeds will be used by each Series:

SERIES: WOLVERINE

On October 18, 2022, the Manager, on behalf of the Series, entered into an Exclusive Purchase Option Agreement with Dave & Adam’s Card World LLC, an unaffiliated third party (a copy of which is attached to this Circular), pursuant to which the exclusive option period ends on February 18, 2023. The total purchase price is expected to be $47,700, and the Manager will receive a Facilitation Fee from the Asset Seller of $2,700 upon the exercise of the option and closing of the acquisition of the Series Asset by the Series. If the proceeds of the Offering reach the Total Maximum for the Series, the Manager (on behalf of and in the name of the Series) shall exercise the purchase option and consummate the acquisition of the Series Asset, If at least the Total Minimum for the Series, but less than the Total Maximum for the Series, is raised in the Offering, the Series may attempt to renegotiate the purchase price in order to proceed with the acquisition of the Series Asset, in which event, the Facilitation Fee to the Manager may be reduced. The Manager or one or more of its affiliates intends to acquire at least 0.5% of the Series Interests at the same price as other Investors. There is no limit on the amount of Series Interests the Manager or its affiliates may acquire or own. All of the cash proceeds raised in the Offering will be used to acquire the Series Assets, and the Series my use any amount of the Series Interests as partial, in-kind, consideration, payable to the Asset Seller, to acquire the Series Asset.

SERIES: SHOELESSJOE

"Shoeless Joe" Jackson E90-1 (Shoeless) Joe Jackson PSA 1

On October 31, 2022, the Manager, on behalf of the Series, entered into an Exclusive Purchase Option Agreement Just Collect, Inc., an unaffiliated third party (a copy of which is attached to this Circular), pursuant to which the exclusive option period ends on January 31, 2023. The total purchase price is expected to be $50,880, and the Manager will receive a Facilitation Fee from the Asset Seller of $2,880 upon the exercise of the option and closing of the acquisition of the Series Asset by the Series. If the proceeds of the Offering reach the Total Maximum for the Series, the Manager (on behalf of and in the name of the Series) shall exercise the purchase option and consummate the acquisition of the Series Asset, If at least the Total Minimum for the Series, but less than the Total Maximum for the Series, is raised in the Offering, the Series may attempt to renegotiate the purchase price in order to proceed with the acquisition of the Series Asset, in which event, the Facilitation Fee to the Manager may be reduced. The Manager or one or more of its affiliates intends to acquire at least 0.5% of the Series Interests at the same price as other Investors. There is no limit on the amount of Series Interests the Manager or its affiliates may acquire or own. All of the cash proceeds raised in the Offering will be used to acquire the Series Assets, and the Series my use any amount of the Series Interests as partial, in-kind, consideration, payable to the Asset Seller, to acquire the Series Asset.

SERIES: CR7

Cristiano Ronaldo 2021 Score Black Autograph 1/1 PSA 8 with 9 Auto.

On October 25, 2022, the Manager, on behalf of the Series, entered into an Exclusive Purchase Option Agreement Kunal Ahuja, an unaffiliated third party (a copy of which is attached to this Circular), pursuant to which the exclusive option period ends on February 25, 2023. The total purchase price is expected to be $9,540, and the Manager will receive a Facilitation Fee from the Asset Seller of $540 upon the exercise of the option and closing of the acquisition of the Series Asset by the Series. If the proceeds of the Offering reach the Total Maximum for the Series, the Manager (on behalf of and in the name of the Series) shall exercise the purchase option and consummate the acquisition of the Series Asset, If at least the Total Minimum for the Series, but less than the Total Maximum for the Series, is raised in the Offering, the Series may attempt to renegotiate the purchase price in order to proceed with the acquisition of the Series Asset, in which event, the Facilitation Fee to the Manager may be reduced. The Manager or one or more of its affiliates intends to acquire at least 0.5% of the Series Interests at the same price as other Investors. There is no limit on the amount of Series Interests the Manager or its affiliates may acquire or own. All of the cash proceeds raised in the Offering will be used to acquire the Series Assets, and the Series my use any amount of the Series Interests as partial, in-kind, consideration, payable to the Asset Seller, to acquire the Series Asset.

SERIES: KOONS

Porcelain sculptures with chromatic coating and part of the latest release by Jeff Koons in his balloon animal series.

On October 27, 2022, the Manager, on behalf of the Series, entered into an Exclusive Purchase Option Agreement David Benrimon Fine Art, an unaffiliated third party (a copy of which is attached to this Circular), pursuant to which the exclusive option period ends on February 27, 2023. The total purchase price is expected to be $53,000, and the Manager will receive a Facilitation Fee from the Asset Seller of $3,000 upon the exercise of the option and closing of the acquisition of the Series Asset by the Series. If the proceeds of the Offering reach the Total Maximum for the Series, the Manager (on behalf of and in the name of the Series) shall exercise the purchase option and consummate the acquisition of the Series Asset, If at least the Total Minimum for the Series, but less than the Total Maximum for the Series, is raised in the Offering, the Series may attempt to renegotiate the purchase price in order to proceed with the acquisition of the Series Asset, in which event, the Facilitation Fee to the Manager may be reduced. The Manager or one or more of its affiliates intends to acquire at least 0.5% of the Series Interests at the same price as other Investors. There is no limit on the amount of Series Interests the Manager or its affiliates may acquire or own. All of the cash proceeds raised in the Offering will be used to acquire the Series Assets, and the Series my use any amount of the Series Interests as partial, in-kind, consideration, payable to the Asset Seller, to acquire the Series Asset.

The Company treats Series Assets as collectibles and therefore does not expect to depreciate or amortize any such Series Assets.

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.

Invest Every, Inc., including its wholly-owned subsidiaries, is creating what it believes to be the first true alternative investment platform (the “Every Platform”). We will license and use the Every Platform to consummate matches among investors and Asset Sellers, as well as facilitate the sale and exchange of the alternative assets, thereby enabling value creation for all participants. With respect to consummating matches among investors and Asset Sellers, the Every Platform is integrated with and relies upon the BOR (for new investments), Templum Markets, LLC (for secondary offerings) and other vendors. The Templum systems, networks, and databases (the “Templum System”) is integrated with the Every Platform via secure API integrations and interfaces. The Every Platform includes a link or interface to the Templum System to collect information from new Investors, which is transferred to the Templum System via secure API, some of which is be shared by Templum with the BOR. Such information is used to perform AML, KYC, accreditation, and investor suitability testing, as appropriate. Once the necessary testing is complete, the BOR completes a final review and approval or denial of each Investor.

For initial offerings, on the Every Platform, Investors indicate their interest in a Series Asset and desire (subscription) to invest in the Series that owns or will own such Series Asset. Once at least the Total Minimum, and until the Total Maximum, amount is reached for a Series Offering, the subscriptions are transferred via secured APIs from the Every Platform to the Templum System, and the BOR approves or declines each subscription, and the approved subscriptions are funded from the escrow over to the applicable Series and declined subscriptions are returned to the respective Investors. For secondary transactions, the Investor uses the Every Platform to initiate a buy or sell of its Interest through a white-labeled API interface to the Templum System, and Templum acts as the secondary broker-dealer to facilitate a trade if a buyer is identified.

The Company’s core business will be to acquire Series Assets for investment purposes in order to realize a gain on appreciation over time of the value of such Series Assets or to assist Asset Sellers with the marketing and sale or liquidation of such Series Assets. This will include facilitation of securitization such that ownership of the Series Assets may be fractionalized as well as providing marketing and sales support. To facilitate fractionalized ownership of such assets, a Series will ultimately own the Series Assets, respectively, and may directly or through an affiliate or third-party perform asset management activities.

The Company intends to focus on investment grade, higher value Series Assets typically provided by sellers with a history of transacting in such assets. The suitability of potential sellers will be determined by the Company and may be based upon, but is not necessarily limited to, interviews, review of assets including previous assets sold, background checks, and reference checks. Individual Series Assets held by such sellers will be initially selected by the seller and reviewed by the Company for suitability with the Every Platform based on investment criteria such as historical changes in asset value, verification of provenance, and expected investor appetite for such an asset on the Every Platform. The Company may also outright purchase the asset prior to marketing and therefore act as the seller on the Every Platform.

The Company has been working to identify Asset Sellers that are suitable for the Every Platform and that may have Series Assets to sell from time tom time. For each asset, the Company primarily intends to enter into the following type of arrangements with Asset Sellers:

At the time of this filing, other than the Exclusive Purchase Option Agreements for each of the Series Assets described in this Circular, the Company has not entered into the agreements described in “Use of Proceeds and Investment Criteria” section above, but for the avoidance of doubt, neither the Company nor any Series has commenced operations, is capitalized or has 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.

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, its affiliates and employees of its owner, to grow and support our business. The Manager’s experience is limited, and it has no experience selecting or managing assets in the asset class.

There are several key factors that will have large potential impacts on our operating results going forward including the ability of the Manager to:

We have not yet generated any revenues and do not anticipate doing so until the completion of the first Offering which is not anticipated until late 2022. We expect to commence our first offerings during the fourth quarter of 2022; however, both the anticipated launch of any anticipated offering as well as the timing of any related closing may vary significantly.

As of the time of this filing, the Company is a newly formed entity and has not commenced operations nor completed an offering and is solely dependent upon its Manager for payment of all related expenses. As such, the Company is not capitalized and does not have any assets or liabilities.

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 (or its affiliates) to the Company and each individual Series. The Company and each Series expect to continue to have access to capital financing from the Manager going forward.

Plan of Operations

The ultimate number of Offerings will depend on the value of assets brought to the market as well as the total number of individual investors. The Company currently expects to launch between 25 and 50 Offerings between now and the end of 2023. The first Offering is expected to be launched no earlier than December 2022, with additional Series to follow soon after. The proceeds from any offerings will principally be used to acquire Series Assets.

PLAN OF DISTRIBUTION AND SUBSCRIPTION PROCEDURE

Plan of distribution

We are managed by the Manager, Every Management, LLC, a single-member LLC owned by Invest Every, Inc. The BOR, Every Markets, LLC, is an affiliated entity owned by Blockchain Ventures, LLC, which is also an indirect owner of the Manager, is involved in the offer and sale of the Interests.

The initial sale of the Interests is 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 will not be offered or sold in states where the BOR is not registered as a broker-dealer.

With respect to 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.

Each of the Offerings is 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 the Interests are offered and sold only to “qualified purchasers” or at a time when the 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.

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 (i) the date which is one year (which period may be extended multiple times with respect to a particular Series by an additional six months for each extension 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 Investment Criteria” section above, the Company may have independent purchase option agreements to acquire the individual Series 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.

Those persons who want to invest in the Interests must sign a subscription agreement (the “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.

Interests in each Series will be issued in book-entry form without certificates. Upon signing a Custody Agreement, a custodial account will be opened by the Custodian in the name of each Investor where the Interests of such Investor will be held upon payment. All Investors who previously purchased Interests in Offerings of the Company, ongoing or closed, would be required to opt in to allow the funding of a custodial account for payment in an additional Offering. Interests granted in an Offering will be transferred into a custodial account in the name of each Investor.

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 meets the definition of an “Accredited Investor as set forth in the Subscription Agreement. 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.

The 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 the 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.”

Minimum and Maximum Investment

The minimum subscription by an Investor in an Offering is one (1) Unit in a Series and the maximum subscription by any Investor in any Offering is for Interests representing ten percent (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 each Offering which may be acquired as part of the Sourcing Fee charged to Asset Sellers. The Manager and/or its affiliates may purchase greater 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, between the Company and Every Markets, LLC (Every Markets), a Delaware corporation (“Every Markets” or “BOR”), Every Markets will serve as broker of record for the Offerings. The BOR will perform the following technology and compliance services in connection with the sale of the Interests as a broker-of-record:

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 (to be borne by the Manager) 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.

For each Series Asset, the brokerage agreement with the BOR 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 Brokerage Agreement is filed with the Commission as an exhibit to this Offering.

Custodian

The Company will require Investors to engage a Custodian, which will hold the accounts into which Interests in a Series will be transferred upon the closing of an Offering pursuant to a Custody Agreement between the Custodian and each Investor. Investors will enter into separate, individual agreements with the Custodian. Custodian Fees are borne by the Manager.

Escrow Agent

The Escrow Agent is Atlantic Capital Bank, N.A., who will be appointed pursuant to a Subscription Escrow Agreement (the “Escrow Agreement”) among the Company, the BDR, and the Escrow Agent. The Manager will be responsible for all fees and payments due to the Escrow Agent. The Company or applicable Series, jointly and severally with the BDR,  must 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.

Escrow Agent shall serve as the “Escrow Trustee” for the limited escrow purposes set forth in the Escrow Agreement and its incorporated components. Specifically, Escrow Agent (i) is not otherwise affiliated with the Company or any Series, (ii) has no current or future equity interest or other contingent interest in any Offering, (iii) is not a solicitor for, or a promoter of any Offering, and (iv) has not investigated in any manner the advisability of participating in any Offering. Further, Escrow Trustee has not investigated the desirability or advisability of investment in any Offering, and provides no expressed or implied opinion, recommendation, or endorsement of any Offering, or any Offering’s sufficiency, purpose, suitability, the potential for gain or loss, or compliance with any applicable code or rules, nor does Escrow Agent support, endorse, recommend, offer judgment or issue any other opinion, positive or negative, upon the merits and risks of participating in any Offering. Specifically, the Escrow is not a solicitation or offer to buy or sell any security, future, option or other financial instrument, nor is it an offer to provide any investment advice or service to any person in any jurisdiction.

Fees and Expenses

The Manager shall be responsible for all 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 Investment Criteria” section of this Offering Circular. As stated above, for these Offerings, the Manager and its affiliates have agreed to pay and not seek reimbursement for the Offering Expenses.

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 Sourcing Fees paid to the Manager of each Offering (the “Brokerage Fee”). The Manager will be responsible for paying the Brokerage Fee to the BOR in connection with the sale of interests in such Series.

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 Series Asset at our website www.investevery.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:

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.

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.

DESCRIPTION OF THE BUSINESS

Overview

Invest Every, Inc., the Company’s parent, its wholly-owned subsidiaries and its affiliates are creating what they believe to be the first platform for investing in a broad range of high value, appreciable Series Assets. One of the anticipated platform offerings will be the ability for Asset Sellers to sell a single Series Asset to multiple Investors by selling the Series Asset to a designated Series of the Company in which certain Investors acquire or have acquired fractional ownership interests. The Company’s core business is to identify Asset Sellers, create and maintain the investment vehicle and infrastructure into which Investors may acquire Interests, using the Every Platform for marketing the Series Asset and fractional ownership opportunity, as well as facilitating the direct marketing and sale of alternative assets by Asset Sellers. The Every Platform is owned by an affiliate of the Company, Invest Every, Inc. Series Assets include any investable grade assets other than stocks or fixed income instruments. It is expected that the initial assets offered will mostly consist of items commonly referred to as collectibles (e.g., art, trading cards, coins, luxury goods) but could also include other alternatives including real estate.

As part of a platform solution, the Company will be principally focused on the identification and selection of Asset Sellers that own assets that are determined to be suitable for the Every Platform and are expected to be attractive to potential investors interested in fractional ownership of such assets. Determination of suitability of Asset Sellers and Series Assets may include, but is not limited to interviews, review of assets including previous assets sold, background checks, and reference checks. Individual Series Assets held by such Asset Sellers are selected by the Asset Seller and reviewed by the Company based on investment criteria that includes, but is not limited to, historical changes in asset value, verification of provenance, and expected investor appetite for the asset on the Every Platform.

The designated Series of the Company and a description of the material Series Assets for each are:

Series: WOLVERINE

2015 Fleer Retro Marvel #41 Wolverine Precious Metal Gems PMG Green #08/10 PSA 9 (MINT).

Graded MINT 9 by PSA. Wolverine, the Canadian mutant berserker known for his claws and adamantium skeleton, snarls on this exclusive "PMG" Green collectible. This limited-edition piece is numbered "8/10."

Series: SHOELESSJOE

"Shoeless Joe" Jackson E90-1 (Shoeless) Joe Jackson PSA 1

1909-11 American Caramel E90-1. Considered by most vintage collectors to be Jackson’s true rookie card, the E90-1. This card was created by the American Caramel Company as part of a 120 card promotion and is one of the few that features the Jackson representing the City of Philadelphia. American Caramel cards were featured inside of packs of caramel candy.

At 1-1/2" by 2-3/4" each, the E90-1 cards were manufactured with rounded corners and exhibit an artistic rendering of a photo on the front.

Series: CR7

Cristiano Ronaldo 2021 Score Black Autograph 1/1 PSA 8 with 9 Auto.

Series: KOONS

Created in 2017, these porcelain sculptures with chromatic coating are the latest release by Jeff Koons in his balloon animal series. These were published by Bernardaud, Limoges, France (with their stamp on the underside). Each sculpture comes with the original box/packaging and numbered Balloon Rabbit (Red) edition 669/999, Balloon Monkey (Blue) edition 256/999, and Balloon Swan (Yellow) edition 250/999.

Following is a chart depicting the organizational structure of the Company:

Market Opportunity

The enactment of The Jumpstart Our Business Startups Act, or JOBS Act, was intended to encourage funding of small businesses in the United States by easing many of the securities regulations. This resulted in the formation of numerous marketplaces focused predominantly on single asset classes within the broad categories that make up Series Assets. These marketplaces accomplished many things, including increasing access to Series Assets. The result of this is that Series Assets have emerged as an investable asset class like stocks and bonds for all investors. Today though, we believe that no platform exists that facilitates the building of a diversified portfolio of a broad range of Series Assets. We believe that this is a problem that needs to be solved and in fact may be solved by multiple parties given the size of the overall investment market.

Furthermore, the alternatives market continues to grow and diversify as new marketplaces come forward. In addition, we believe the overall macroeconomic environment remains favorable for high-performing Series Assets even as interest rates rise due to increased access, transparency, performance of Series Assets when compared against stocks and fixed income and other factors. In short, we believe Series Assets will continue to emerge as part of a balanced portfolio strategy along with stocks and fixed income options, thereby increasing the demand for solutions such as what we provide.

Business of the Company

The Interests represent an investment in a particular Series and thus indirectly the Series Asset and do not represent an investment in the Company or the Manager. We do not anticipate that any Series will own any assets other than the Series Asset associated with such Series.

We anticipate that the Company’s core competency will be the identification of Asset Sellers that are suitable for the Every Platform and that bring high quality Series Assets to the Every Platform. More specifically, over time. the Company with the support of the Manager and its affiliates, aims to provide:

We will continue to evaluate new platform features applicable to both Investors and Asset Sellers over time as we intend to continually invest in improving the experience of all parties.

Competition

Although the Company’s business model is arguably new to the Series Asset industry, there is potentially significant competition for the Series 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 Series Asset 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 to sourcing the Series Assets for which the Company competes. In addition, almost all 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 Series Assets, developing in the industry, which will result in additional competition for Series Assets, including models which securitize ownership through the regulated securities market.

With the continued increase in popularity of the alternative market, we expect competition for the Series Assets to intensify in future. Increased competition may lead to increased 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 could decrease the number of high-quality assets the Company can securitize.

Customers

As a platform, the Customers of the Company include both the Investors in each Series that has closed an Offering, as well as potential investors, and the Asset Sellers. With respect to Investors, we intend to target the broader U.S. Series Asset enthusiast with a particular focus on first time investors to the alternatives space. We intend to create educational programs that are relevant for first time investors as well as a more diverse subset of investors taking into consideration age, race, investment experience, and similar factors. For Asset Sellers, we are initially focused on experienced, reputable sellers within the specific Series Asset sector. Over time, we may broaden our reach to additional sellers with less experience.

As of the date of this filing, the Company has begun initial discussions principally with potential Asset Sellers but since the Company has not completed any Offerings as of yet, we have no Customers.

Manager

The Operating Agreement designates the Manager as the manager 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.

The Manager is operated day-to-day by certain Officers and Executives. See the “Management” Section below for additional information regarding the Manager and its Officers and Executives.

Advisory Board

The Manager may assemble an Advisory Board (as such term is defined in the Operating Agreement) to assist the Manager in identifying and acquiring the Series Assets, to assist the Asset Manager in managing the Series Assets and to advise the Manager and certain other matters associated with the business of the Company and the various Series of Interests.

Members of the Advisory Board will not be 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.”

Operating Expenses

The Manager has agreed to pay and not be reimbursed for operating expenses incurred by the Company. In addition, the Manager will bear their own expenses of an ordinary nature.

Indemnification of the Manager and its affiliates

The Operating Agreement provides that none of the Manager, or its affiliates, 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.

Asset Selection

Our primary objective is to develop relationships with a diverse collection of quality Asset Sellers that in turn bring to the market investment grade Series Assets. We believe the right Asset Sellers will bring a quality supply of assets, educational material, and expertise among other things providing Investors not only with a selection of assets, but additional information upon which to base investment decisions.

Asset Sellers can include individuals, dealers, auction companies or similar enterprises primarily engaged in the trading of Series Assets. To evaluate the suitability of Asset Sellers, we intend to use various techniques including, but not limited to, interviews, review of existing assets as well as assets previously sold, background checks and reference checks. The criteria we use to select Asset Sellers may change over time.

The Asset Sellers then will be primarily responsible for determining which assets they wish to bring to the Every Platform. We will review such assets principally for historical changes in value, verification of provenance and expected investor appetite for the asset. The criteria we use to evaluate individual assets may change over time.

Through this approach, we intend to acquire a diverse collection of high quality Series Assets. In addition, particularly as we launch a new category of assets, we may seek to purchase assets from sellers not directly associated with the Every Platform. In this case, the Company or the Manager will act as the Asset Seller.

Should we decide to establish one, we anticipate that our Advisory Board will assist in the identification of Asset Sellers and evaluation of related assets. They may also assist with finding and identifying storage, maintenance specialists and other related service providers if needed.

We believe this approach will ultimately provide Investors to high-quality Series Assets backed by reputable sellers as well as balanced information to utilize in the investment decision-making process.

Asset Acquisition

Since Asset Sellers intend to fractionalize the ownership of the asset, ultimately the Company takes legal ownership of the asset. We intend to do this utilizing one of the following agreements to acquire assets:

The Company may also negotiate with the Asset Sellers for the exclusive right to market a Series Asset to Investors for a period of time (the “Exclusivity Period”). This arrangement would operate similarly to a purchase option agreement as described above.

Asset Liquidity

Liquidity for Investors would be obtained by transferring their Interests in a Series through an alternative trading system that will allow for secondary market trading for any Series of Interest, although a secondary market does not currently exist and there can be no guarantee that a secondary market will ever develop or that appropriate registrations to permit such secondary trading will ever be obtained. In addition, should an offer to liquidate a Series Asset materialize and be in the best interest of the Investors, as determined by the Manager, the Manager, with guidance from the Advisory Board if in existence will consider the merits of such offers on a case-by-case basis and potentially sell the asset. Furthermore, should a Series Asset become obsolete (e.g., due to lack of 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.

Legal Proceedings

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

MANAGEMENT

Manager

The Manager of the Company will be Every Management, LLC, a Delaware limited liability company, formed on June 22, 2022.

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, sourcing new Asset Sellers and managing the relationship. This includes making decisions with respect to all asset acquisitions, dispositions and asset management concerns. The Manager, including its employees and officers, 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 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 the Interest Holders. The Manager itself has no track record and is relying on the experience of the individual officers, directors and, if established, the Advisory Board.

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:

Services in Connection with an Offering:

Administrative Services:

Asset Management and Maintenance Services with Respect to the Series Assets (when applicable):

Executive Officers, Directors and Key Employees of the Manager

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

Background of Officers of the Manager

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

Robert Stiles, Chief Executive Officer -- Since October 2021, Robert Stiles has served as Co-Founder and Chief Executive Officer of Invest Every Holdings, Inc. and its subsidiaries, as applicable. Previously Robert has served as Chief Financial Officer/Chief Operating Officer of CrowdStreet, Inc., as well as Chief Financial Officer of Kiavi (formerly LendingHome) and Mr. Cooper (formerly NationStar). Additional experience includes senior roles with Time Warner and Viacom. Robert started his career with KPMG, LLP.

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.

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.

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 is expected to receive a facilitation fee or Sourcing Fee as described elsewhere in this Circular, payable by the Asset Seller to Manager, in consideration of the Manager’s services in identifying the Series Asset for the Every Platform and facilitating the procurement of the Series Asset by the applicable Series. The Sourcing Fee is provided for in the option agreement and purchase and sale documents entered in to between the Asset Seller and the applicable Series. The Sourcing Fee is expected to be an amount up to 6% of the purchase price paid by the applicable Series to the Asset Seller. The Manager is not otherwise compensated by the Asset Seller or the Series. Neither the Manager nor its affiliates will receive any selling commissions or management fees in connection with the offer and sale of Interests. There are no other agreements with the Manager other than the Operating Agreement and the Exclusive Purchase Option Agreement referenced in the Exhibit.

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 106 E 6th Street, #900-185, Austin, Texas 78701. As of the date of this filing, the Company has not issued any securities.

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

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 Series 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.

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.

Although the Interests will not immediately be listed on a stock exchange and a liquid market in the Interests cannot be guaranteed, we plan to create, with the support of registered broker-dealers, mechanisms to provide Investors with the ability to resell Interests, or partner with an existing platform to allow for the resale of the Interests, although 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).

Description of the Designated Series

Following are the designated Series of the Company and the only Series which are offering Interests in this Offering:

Series: WOLVERINE

2015 Fleer Retro Marvel #41 Wolverine Precious Metal Gems PMG Green #08/10 PSA 9 (MINT).

Graded MINT 9 by PSA. Wolverine, the Canadian mutant berserker known for his claws and adamantium skeleton, snarls on this exclusive "PMG" Green collectible. This limited-edition piece is numbered "8/10."

Series: SHOELESSJOE

"Shoeless Joe" Jackson E90-1 (Shoeless) Joe Jackson PSA 1

1909-11 American Caramel E90-1. Considered by most vintage collectors to be Jackson’s true rookie card, the E90-1. This card was created by the American Caramel Company as part of a 120 card promotion and is one of the few that features the Jackson representing the City of Philadelphia. American Caramel cards were featured inside of packs of caramel candy.

At 1-1/2" by 2-3/4" each, the E90-1 cards were manufactured with rounded corners and exhibit an artistic rendering of a photo on the front.

Series: CR7

Cristiano Ronaldo 2021 Score Black Autograph 1/1 PSA 8 with 9 Auto.

Series: KOONS

Created in 2017, these porcelain sculptures with chromatic coating are the latest release by Jeff Koons in his balloon animal series. These were published by Bernardaud, Limoges, France (with their stamp on the underside). Each sculpture comes with the original box/packaging and numbered Balloon Rabbit (Red) edition 669/999, Balloon Monkey (Blue) edition 256/999, and Balloon Swan (Yellow) edition 250/999.

Further issuance of Interests

Only the Series Interests that are described above and in the “Use of Proceeds and Investment Criteria” 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”).

Distribution rights

The Manager has sole discretion in determining what distributions of available cash of the Company, if any, are made to Interest Holders except as otherwise limited by law or the Operating Agreement.

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.

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:

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 cast by all Interest Holders in any Series of the Company present in person or represented by proxy

The consent of the holders of a majority of the Interests of a Series is required for any amendment to the Operating Agreement that would adversely change the rights of such Series of Interests, result in mergers, consolidations or conversions of such Series of Interests and for 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.

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:

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

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 Series 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 Series 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).

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 appoint Collectable.com as the Asset Manager of each Series of Interests to manage the Series Assets.

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 Asset Manager appointed is not Collectable.com). 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.

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 the 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 the Interests serves as a waiver by any Investor or beneficial owner of the 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 the 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.

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:

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.

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 the 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 Investment Criteria” 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 the 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.

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 the Interests, including the consequences of any proposed change in applicable laws.

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: contact@investevery.com

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

FINANCIAL STATEMENTS

McNamara and Associates, PLLC

Certified Public Accountants & Associates

Financial Statements and Report of Independent Certified Public Accountants

Every Assets I, LLC.

June 30, 2022

Every Assets I, LLC.

Table of Contents

McNamara and Associates, PLLC
Certified Public Accountants & Associates

Independent Auditor’s Report

To the Member of Every Assets I, LLC

Opinion

We have audited the accompanying financial statements of Every Assets I, LLC which comprise the balance sheet as of June 30, 2022 and the related statements of operations, member’s deficit, and cash flows for the period from June 22, 2022 (inception) to June 30, 2022, and the related notes to the financial statements.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Every Assets I, LLC as of June 30, 2022, and the results of its operations and its cash flows for the period from June 22, 2022 (inception) to June 30, 2022 in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Every Assets I, LLC and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

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

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about Every Assets I, LLC’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

McNAMARA and ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
also d/b/a ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com

McNamara and Associates, PLLC
Certified Public Accountants & Associates

In performing an audit in accordance with generally accepted auditing standards, we:

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.

Margate, Florida
July 19, 2022

McNAMARA and ASSOCIATES, PLLC CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
also d/b/a ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES
TAMPA BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053
JACKSONVILLE: 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053
ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053
SOUTH FLORIDA: 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053
www.assurancedimensions.com

Every Assets I, LLC

Balance Sheet

June 30, 2022

The accompanying notes are an integral part of this financial statement.

Every Assets I, LLC

Statement of Operations

For the period from June 22, 2022 to June 30, 2022

The accompanying notes are an integral part of this financial statement.

Every Assets I, LLC

Statement of Member's Equity

For the period from June 22, 2022 to June 30, 2022

The accompanying notes are an integral part of this financial statement.

Every Assets I, LLC

Statement of Cash Flows

For the period from June 22, 2022 to June 30, 2022

The accompanying notes are an integral part of this financial statement.

Every Assets I, LLC

Notes to Financial Statements
June 30, 2022

Note A – Nature of Business and Organization

Every Asset I, LLC (the “Company”) is a Delaware Limited Liability Company formed on June 22, 2022 under the laws of Delaware. The Company was formed to acquire alternative assets for investment purposes via a fractionalized market. The Company can issue an unlimited number of units but zero were issued as of June 30, 2022. As of June 30, 2022, the Company has not yet commenced operations.

Note B – Significant Accounting Policies

Basis of Presentation

The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with an original maturity of less than three months to be cash and cash equivalents. The Company places its temporary cash investments with high quality financial institutions. At times, such investments may be in excess of FDIC insurance limits. The Company does not believe it is exposed to any significant credit risk on cash and cash equivalents.

Income Taxes

The Company is a limited liability company under the laws of the State of Texas and has elected to be treated as a C-Corp for federal tax reporting purposes. The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company recognizes and discloses uncertain tax positions in accordance with GAAP. The Company evaluated its tax positions and determined it has no uncertain tax positions as of June 30, 2022. The Company’s tax returns are subject to income tax examinations generally for a period of three years from the date of filing. The Company’s 2022 tax year is open for examination for federal and state taxing authorities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Every Assets I, LLC

Notes to Financial Statements
June 30, 2022

Note C – Commitments and Contingencies

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

COVID-19

Management has concluded that the COVID-19 outbreak in 2020 may have a significant impact on business in general, but the potential impact on the Company is not currently measurable. Due to the level of risk this virus has had on the global economy, it is at least reasonably possible that it could have an impact on the operations of the Company in the near term that could materially impact the Company’s financials. Management has not been able to measure the potential financial impact on the Company but will review commercial and federal financing options should the need arise.

Note D – Subsequent Events

Management has assessed subsequent events through July 19, 2022, the date on which the financial statements were available to be issued.

PART III – EXHIBITS

EXHIBIT INDEX

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin. State of Texas, on December 13, 2022.

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

Exhibit 1

BROKER DEALER SERVICES AGREEMENT

This Broker Dealer Services Agreement (this “Agreement”), effective as of _______, 2022 (“Effective Date”), is entered into by Every Assets I, LLC, a Delaware limited liability company (“Company”), and Every Markets, LLC, a Delaware limited liability company (“Broker”, together with Company, the “Parties”, and each, a “Party”).

RECITALS

WHEREAS, the Company is offering securities directly to the public in an offering (the “Offering”) exempt from registration under Regulation A of the Securities Act of 1933; and

WHEREAS, the Broker is broker-dealer registered as such under the Securities and Exchange Act of 1934 and a member of FINRA; and

WHEREAS, the Company wishes to engage the Broker to perform certain broker-dealer services in connection with the Offering, and Broker wishes to accept such engagement.

NOW, THEREFORE, for a good a valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties agreement as follows:

AGREEMENT

1.            Services; Investment Process.

1.1            During the Term (as defined herein), subject to the terms and conditions of this Agreement, pursuant to the procedures set forth in Section 1.2 below, Broker agrees to provide to Company the services described in Exhibit A as requested by Company from Broker from time to time hereunder in connection with the Offering (the “Services”). For purposes of this Agreement, reference to “Offering” includes any series of the Offering, as well as the Offering in its entirety, as the context requires, as contemplated by the Offering Materials (as defined below), and reference to a “closing” includes the closing of any series of the Offering, as well as the Offering in its entirety, as the context requires, as contemplated by the Offering Materials.

1.2            Once an investor completes investment documentation and/or submits a purchase order for the Offering, Company will have three (3) days to reject (the “Rejection Period”) such purchase order or proposed investment (collectively, “Proposed Subscription”) by delivering written notice of rejection to Broker and such investor (each, a “Subscribing Investor”). After the expiration of the Rejection Period, Company will accept such Proposed Subscription and issue the applicable securities to such Subscribing Investor unless: (a) the Offering fails and no closing is held; (b) Subscribing Investor withdraws such Proposed Subscription before it is accepted; (c) it receives written notice from Broker to reject such Proposed Subscription; (d) such Subscribing Investor fails to complete investor qualification in a timely manner, as determined in the sole discretion of Broker; (e) such Subscribing Investor fails to complete all documentation or payment for the Proposed Subscription in a timely manner, each as determined in the sole, subjective discretion of Broker. Each applicable Subscribing Investor will be an intended third party beneficiary of this provision. Company shall not accept a Proposed Subscription unless and until it receives confirmation from Broker of its completion of applicable Services with respect thereto (as determined in its sole discretion).

2.            Fees.

2.1            Company shall pay Broker for the Services as outlined in Exhibit B, which may be updated from time to time by mutual written agreement of the Parties (which may be via email). Company shall make all payments to Broker in US dollars in immediately available funds.

2.2            Company shall reimburse Broker for out-of-pocket expenses incurred by Broker in performance of the Services in connection with this Agreement as outlined in Exhibit B. Upon Company’s request, Broker will provide Company with copies of all relevant invoices, receipts or other evidence of such expenses.

2.3            All fees and expenses will be invoiced by Broker to Company monthly by the fifth (5th) day of the month, and Company shall make all payments to Broker within ten (10) days of receiving an invoice therefor.

2.4            If Company fails to make any payment when due then, in addition to all other remedies that may be available: (a) Broker may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly, or if lower, the highest rate permitted under applicable law, rule, regulation, code or order (“Law”); such interest may accrue after as well as before any judgment relating to collection of the amount due; (b) Company shall reimburse Broker for all costs incurred by Broker in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and (c) if such failure continues for ten (10) days following written notice thereof, Broker may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Company or any other person or entity by reason of such suspension; provided that cumulative late payments are subject to the overall limits set forth in Exhibit B.

2.5            Except as set forth on Exhibit B, all amounts payable to Broker under this Agreement shall be paid by Company to Broker in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason (other than any deduction or withholding of tax as may be required by Law).

3.            Term. The initial term of this Agreement commences as of the Effective Date and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect for one year (the “Initial Term”). This Agreement will automatically renew for additional successive one (1)-year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively with the Initial Term, the “Term”).

4.            Termination.

4.1            Company may terminate this Agreement immediately without notice to Broker upon: (a) fraud, malfeasance or willful misconduct by Broker or any of its affiliates; (b) any material breach by Broker of this Agreement if such breach is not cured within five days of receipt of written notice thereof (to the extent it can be cured); or (c) if Broker ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Broker is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Broker; an assignment for the benefit of creditors; the convening by Broker of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Broker generally to pay its debts on a timely basis.

4.2            Broker may terminate this Agreement immediately without notice to Company upon: (a) fraud, malfeasance or willful misconduct by Company or any issuer or any of their affiliates (including, without limitation, any dual personnel); (b) conduct by Company or any issuer or any of their affiliates (including, without limitation, any dual personnel) that may jeopardize Broker’s current business, prospective business or professional reputation; (c) any material breach by Company of this Agreement if such breach is not cured within five days of receipt of written notice thereof (to the extent it can be cured), including, but not limited to, any failure to pay any fee due under this Agreement within thirty (30) days of the date the fee was due; or (d) if Company ceases regular operations or files any petition or commences any case or proceeding under any provision or chapter of the Federal Bankruptcy Act, the Federal Bankruptcy Code, or any other federal or state law relating to insolvency, bankruptcy or reorganization; the adjudication that Company is insolvent or bankrupt or the entry of an order for relief under the Federal Bankruptcy Code with respect to Company; an assignment for the benefit of creditors; the convening by Company of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts; or the failure of Company generally to pay its debts on a timely basis.

4.3            This Agreement can be terminated by either Party for any other reason with ninety (90) days prior written notice to the other Party.

4.4            Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable upon termination, and Company shall pay such amounts, together with all previously-accrued but not yet paid fees, on receipt of Broker’s invoice therefor.

4.5            Notwithstanding the foregoing, upon a Change of Control of Company, Broker shall have the sole exclusive right to terminate this Agreement and require Company to remove any references to Broker from any material prepared by Company. “Change of Control” of Company is defined as, in a single transaction or a series of related transactions: (a) a merger or consolidation of Company in which the stockholders of Company immediately prior to such transaction would own, in the aggregate, less than fifty percent (50%) of the total combined voting power of all classes of capital stock of the surviving entity normally entitled to vote for the election of directors of the surviving entity; or (b) the sale, lease or exclusive license by Company of all or substantially all of Company’s assets.

5.            Disclaimer of Advice.

5.1            Any advice or opinions provided by Broker to Company may not be disclosed or referred to publicly or to any third party, except in accordance with Broker’s prior written consent. Company acknowledges that any advice or opinions provided by Broker are intended solely for the benefit and use of Company and Company agrees that no other person or entity shall be entitled to make use of or rely upon the advice of Broker, and no such opinion or advice shall be used for any other purpose.

5.2            Company agrees that Broker is not undertaking to provide any legal, accounting or tax advice in connection with Broker’s engagement hereunder or its provision of the Services. Company understands that it will be solely responsible for ensuring that the Offering and any sale of securities complies with all Law.

5.3            Company acknowledges and agrees that Company will rely on Company’s own judgment in using the Services. Broker (a) makes no representations with respect to the quality of any investment opportunity or of any issuer; (b) does not guarantee the performance to and of any investor; (c) does not guarantee the performance of any party or facility that provides connectivity to Broker; and (d) is not an investment adviser, does not provide investment advice and does not recommend securities transactions and any display of data or other information about an investment opportunity, does not constitute a recommendation as to the appropriateness, suitability, legality, validity or profitability of any transaction.

6.            Company Covenants.

6.1            Company shall at all times: (a) (i) comply with requests of Broker in relation to Broker’s performance of the Services, and (ii) use its reasonable best efforts to cause all of its third party service providers in connection with the Offering to comply with requests of Broker in relation to Broker’s performance of the Services; (b) maintain all required registrations and licenses, including foreign qualification, if necessary; (c) pay all related reasonable fees and expenses (including the FINRA Corporate Filing Fee); and (d) pay all federal state and local taxes, in each case that are necessary or appropriate to permit Broker to perform its obligations under this Agreement.

6.2            Company shall provide Broker with an offering circular that truthfully, accurately and completely describes the Offering. Company shall also provide forms of definitive subscription and governance documents, any documents and disclosures required by Law, and any other documents and information, including comprehensive risk factors, that would generally be provided to qualified prospective investors for the purpose of evaluating and consummating an investment in Company. The materials in this Section 6.2, including any promotional material developed by or on behalf of Company and provided to Broker or prospective investors, constitute the “Offering Materials.” The Offering Materials provided by Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading. Company will promptly notify Broker in writing if it discovers any material misstatement of fact in, or the omission of a material fact from, the Offering Materials. Company shall promptly supplement or amend the Offering Materials and will promptly correct its statements whenever necessary to do so in order to comply with Law and to ensure truthfulness, accuracy and fairness in the presentation of the Offering.

6.3            Company shall take all actions necessary or appropriate to protect the brand and customer relationships of Broker.

6.4            Company shall protect and maintain all confidential information provided by Broker to Company.

6.5            Neither Company nor any of its officers, directors, or employees is or has been, in any domestic or foreign jurisdiction: (a) indicted for or convicted of any felony or any securities or investment related offense of any kind; (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking; or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of Company participating in the Offering, any beneficial owner of twenty percent (20%) or more of Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act of 1933, as amended, the “Securities Act”) connected with Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to Broker.

6.6            In its statements and meetings with prospective investors, Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading. Company shall treat all prospective investors fairly and with the utmost integrity.

6.7            Company has, at its own expense, filed (or will file) Form 1-A and will take all other actions necessary to qualify for the exemption provided in Regulation A of the Securities Act (or any applicable respective successor provision) in connection with the Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to Broker.

6.8            To the extent Company will be sharing personal or financial information of a third party with Broker in connection with this Agreement, Company shall maintain and obtain the agreement of each such third party, which shall permit Company to share such third party’s information with Broker and its affiliates and service providers for Broker and its affiliates and service providers to use, disclose and retain it in connection with this Agreement and the provision of the services hereunder and as required by Law. Broker shall be a third party beneficiary to such agreement.

6.9            In effecting the Offering, Company shall comply in all material respects with all Law in connection with the Offering, including, without limitation, applicable provisions of the Securities Act of 1933 and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to Broker for its benefit.

6.10            Company shall: (a) cooperate with all due diligence efforts by Broker and satisfy all due diligence requests made by Broker (including by its vendors) in a timely manner; (b) cooperate with all accredited investor verification requests and processes of Broker in a timely manner; (c) provide complete, final and executed transaction documents to Broker for the Offering within thirty (30) days of each closing of the Offering; (d) will keep Broker reasonably informed about the status of communications with prospective investors in the Offering; (e) not provide investment technology for the purpose of avoiding payment of fees or otherwise; and (f) if requested by Broker, provide a legal opinion from Company’s legal counsel to the extent that the Offering has been conducted in accordance with all Law.

6.11            Company shall not engage any person to perform services similar to those provided by Broker without Broker’s prior written consent, although Broker may render such services of the kind contemplated herein for persons and entities other than Company.

7.            Company’s Warranties and Remedies. Company represents and warrants to Broker as of the Effective Date and during the Term:

7.1            Company is a company duly organized, validly existing and in good standing under the laws of the state where it was formed. Company has all requisite power and authority to own those properties and conduct those businesses presently owned or conducted by it. Company is duly qualified to do business and is in good standing in all jurisdictions in which its ownership of property or the character of its business requires such qualification except where the failure to so qualify would not have a material adverse effect on Company.

7.2            Company has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Company and constitutes the legal, valid, binding, and enforceable obligation of Company, enforceable against Company in accordance with its terms. The execution and delivery of this Agreement does not and will not: (a) conflict with or violate any of the terms of the articles of organization, operating agreement or any Law; or (b) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Company is bound or to which any property of Company is subject, or constitute a default thereunder.

7.3            Company acknowledges that the Services will not satisfy all of Company’s requirements for making private placement offerings. Furthermore, Company understands that, despite Broker’s efforts, the Services may not be uninterrupted or error-free. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, DESCRIPTION, NON- INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE.

8.            Broker’s Warranties and Remedies. Broker represents and warrants to Company as of the Effective Date and during the Term:

8.1            Broker is a company duly organized, validly existing and in good standing under the laws of the state where it was formed. Broker has full power and authority to enter into and perform this Agreement. This Agreement has been duly executed by Broker and constitutes the legal, valid, binding, and enforceable obligation of Broker, enforceable against Broker in accordance with its terms.

8.2            The execution and delivery of this Agreement does not and will not: (a) conflict with or violate any of the terms of the articles of organization, operating agreement or any Law; or (b) conflict with, or result in a breach or termination of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any agreement, obligation or instrument by which Broker is bound or to which any property of Broker is subject, or constitute a default thereunder.

8.3            Broker is an SEC-registered broker-dealer in good standing, a member of FINRA and a member of SIPC.

8.4            Neither Broker nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority.

9.            Intellectual Property. All trademarks, service marks, patents, copyrights, trade secrets, confidential information, and other proprietary rights of each Party shall remain the exclusive property of that Party, whether or not specifically recognized or perfected under Law.

10.            Exclusion of Damages. Broker shall not be liable to Company or to any third party for any special, exemplary, indirect, incidental, consequential or punitive damages of any kind or for any costs of procurement of substitution of services or any lost profits, lost business, loss of use of data or interruption of business arising out of this Agreement, including, without limitation, any breach of this Agreement or any services performed by any Party.

11.            Indemnification.

11.1            Company (including its affiliates, collectively, the “Indemnifying Party”) agrees (and agrees to cause the other Indemnifying Parties) jointly and severally to indemnify, defend and hold harmless Broker and its affiliates and their respective directors, officers, employees, agents, representatives, advisors and consultants, and their respective successors and assigns (each, an “Indemnified Person”), to the fullest extent permitted by Law, from and against any Losses (as defined below), joint or several, and all actions (including equity owner actions), claims, inquiries, proceedings, investigations and other legal process (“Actions”) related to or arising out of Company’s engagement of Broker (including, without limitation, any rejection of a Proposed Subscription), and will reimburse Indemnified Persons for all expenses (including attorneys’ fees) as they are incurred by Indemnified Persons in connection with investigating, preparing or defending any such Action whether or not in connection with pending or threatened Action in which Broker is a party. Company will not be responsible for any Losses that are finally judicially determined to have resulted primarily from Broker’s bad faith or gross negligence, and Broker agrees to immediately refund any payments made to an Indemnified Person upon such finding. “Losses” means any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including, without limitation, reasonable attorneys’ fees, the costs of enforcing any right hereunder, the costs of pursuing any insurance providers and the costs of defending against or appearing as a witness.

11.2            With respect to any Action in which an Indemnified Person may be entitled to indemnification under this Agreement, the Indemnifying Party may by written notice to Broker request to assume the defense of any such Action with counsel reasonably satisfactory to the Indemnified Person. If Broker agrees to the assumption by the Indemnifying Party of the defense of any such Action, the Indemnified Person shall have the right to participate in such Action and to retain its own counsel, but the Indemnifying Party shall not be liable for any fees or expenses of other counsel subsequently incurred by such Indemnified Person in connection with the defense thereof unless: (a) the Indemnifying Party has agreed to pay such fees and expenses; (b) the Indemnifying Party shall have failed to employ counsel reasonably satisfactory to the Indemnified Person in a timely manner; or (c) the Indemnified Person shall have been advised by counsel that there are actual or potential conflicting interests between the Indemnifying Party and the Indemnified Person, including situations in which there are one or more legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Party. No Indemnifying Party shall settle any Action on behalf of an Indemnified Party without the prior written consent of such Indemnified Party.

11.3            If the indemnification provided for herein is judicially determined to be unavailable (other than in accordance with the terms hereof) to any Indemnified Person in respect of any Losses, then in lieu of indemnifying such person hereunder, Company shall contribute to the amount paid or payable by such person as a result of such Losses: (a) in such proportion as is appropriate to reflect the relative benefits to Company, on the one hand, and Broker, on the other hand, of the engagement provided for in this Agreement; or (b) if the allocation provided for in clause (a) above is not available, in such proportion as is appropriate to reflect not only the relative benefits referred to in such clause (a) but also the relative fault of each of Company and Broker, as well as any other relevant equitable considerations; provided, however, in no event shall the aggregate contribution of Broker and the other Indemnified Persons to the amount paid or payable exceed the Transaction Fee (as defined in Exhibit B) paid to Broker under this Agreement.

11.4            For the sole purpose of enforcing and otherwise giving effect to the provisions of Section 11, Company hereby consents to personal jurisdiction and service and venue in any court in which any claim that is subject to this Agreement is brought against any Indemnified Person.

11.5            If an Action relating to Broker’s engagement is commenced or threatened against Company and is ultimately settled, Company shall use its best efforts to cause Broker, by name, and the other Indemnified Persons, by description, to be included in any release or settlement agreement, whether or not Broker and the other Indemnified Persons are named as defendants in such Action.

11.6            All amounts due under this Section 11 shall be payable promptly after written demand therefor.

12.            Force Majeure. In no event will either Party be liable or responsible to the other Party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any payment obligation) when and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. In the event of any failure or delay caused by a Force Majeure Event, the affected Party shall give prompt written notice to the other Party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event.

13.            Confidentiality.

13.1            While performing under this Agreement, each Party will be exposed to information about the other Party (“Disclosing Party”) or its affiliates or their business, which information is not known publicly (“Confidential Information,” as defined more specifically below). The Party being exposed to the information (including those to whom such Party discloses such information on a need-to-know basis in connection with a Party’s rights or obligations hereunder, “Recipient”) shall not disclose or use Confidential Information for any reason other than to further the specific activities permitted by this Agreement.

13.2            As used herein, “Confidential Information” refers to matters relating to the Disclosing Party’s or its affiliates’ operations, performance, internal procedures, operations and finances, including, but not limited, to current, future and proposed products and product prototypes and samples, methodologies, technology, manufacturing techniques, trade secrets, financial and customer information, information from, by or about entities seeking to become, or have become, issuers, accredited investor information and documentation, procurement requirements, sales, merchandising and marketing plans, whether tangible or intangible, printed or electronic, disclosed directly or indirectly through one or more intermediaries, in writing, orally or by inspection of tangible objects. “Confidential Information” also includes confidential or proprietary information of third parties that the Disclosing Party is permitted to disclose to the other Party. The Parties agree that all non-public information relating to exclusive (i.e., non-syndicated) securities offerings is Confidential Information.

13.3            “Confidential Information” shall not include any information that: (a) is at the time of disclosure, or subsequently, becomes publicly known otherwise than by an act or omission of the Recipient; (b) is already in the Recipient’s possession without any obligation of confidentiality at the time of disclosure, as shown by the Recipient’s written records in existence before the date of disclosure; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information, as shown by the Recipient’s written records in existence before the date of disclosure; or (d) the Recipient is required by Law to disclose, so long as the Recipient gives the Disclosing Party prior written notice and helps the Disclosing Party obtain a court order protecting the information from disclosure.

13.4            Broker and Company agree not to disclose, reproduce, transfer or use the Confidential Information, except: (a) as required under this Agreement; and (b) as reasonably necessary for the performance of this Agreement. Nothing in this Section 13 shall prevent Broker from retaining and disclosing any Confidential Information it deems necessary to retain or disclose to federal, state or other regulatory or self-regulatory authorities or in connection with legal, financial or regulatory filings, audits or examinations or pursuant to any other legal process. Both Parties agree to further abide by any Law of any federal, state or self-regulatory body governing the confidentiality obligations of broker-dealers.

13.5            If, within six (6) months prior to the start of this Agreement, the Parties previously entered into a non-disclosure agreement (“NDA”), then in the event of a conflict between such NDA and this Agreement, the terms of the NDA will prevail; provided that the term of the Parties’ confidentiality obligations shall extend through the later of the termination or expiration date as provided in the NDA or this Agreement.

13.6            Neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to this Agreement or otherwise use the other Party’s trademarks, service marks, trade names, logos, domain names or other indicia of source, affiliation or sponsorship, in each case, without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that Broker may, without Company’s consent, include Company’s and its affiliates’ names and logos in Broker’s promotional and marketing materials.

13.7            Company and Broker agree to promptly notify the other concerning any material communications from or with any governmental authority or self-regulatory organization with respect to this Agreement or the performance of its obligations hereunder, unless such notification is expressly prohibited by the applicable governmental authority.

14.            Survival. Notwithstanding the expiration or termination of this Agreement, the Parties shall continue to be bound by the provisions of this Agreement that reasonably require some action or forbearance after such expiration or termination, including, but not limited to, those related to fees and expenses, indemnities, warranties and confidentiality, and such provisions shall survive.

15.            Assignment. Company shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without Broker’s prior written consent. Any purported assignment, delegation or transfer in violation of this Section 15 is void. Subject to this Section 15, this Agreement is binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns.

16.            Entirety. This Agreement incorporates by reference Broker’s and its affiliates’ data privacy policies and website terms of use, as posted on Broker’s and its affiliates’ website from time to time, with which Company agrees, and shall cause issuers to agree, to comply. This Agreement (including the NDA, all Exhibits and Broker’s and its affiliates’ data privacy policies and website terms of use) constitutes the sole and entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes and merges all prior and contemporaneous proposals, understandings, agreements, representations and warranties, both written and oral, between the Parties relating to such subject matter.

17.            Amendment; Waiver. Except as set forth herein, no amendment to or modification of this Agreement will be effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

18.            Compliance with Law; Further Assurances. The Parties expressly agree that, to the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, they will reform the affected portion of this Agreement to comply with the change. Each Party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes of this Agreement.

19.            Choice of Law, Jurisdiction and Dispute Resolution.

19.1            This Agreement shall be governed by and construed under the laws of the State of Delaware, without giving effect to its choice of law, conflict of laws or “borrowing”, statutes, rules, principles and precedent. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware.

19.2            Notwithstanding, the Parties agree that in the event a dispute arises between Broker and Company in connection with or as a result of the execution of this Agreement or the transactions contemplated hereby, such disputes shall be resolved through arbitration, and agree to submit such disputes for resolution to FINRA in Wilmington, Delaware within five days after receiving a written request from the other Party to do so. The Parties acknowledge and agree that the result of the arbitration proceeding shall be final and binding, and by agreeing to arbitration, each Party hereby waives its right to seek remedies in court and the use of a court of applicable jurisdiction for the enforcement of any arbitration award.

19.3            Prior to instituting any proceeding, Company and Broker each agrees to first attempt in good faith to informally resolve any dispute for a period of thirty (30) days prior to instituting an arbitration proceeding in accordance with Section 19.2. The thirty (30)-day period shall commence upon written notice in accordance with Section 20 of this Agreement detailing the nature of the dispute, remedy sought and all relevant facts. In the event the Parties are unable to resolve the dispute through such informal discussions, either Party may elect to have such dispute exclusively and finally resolved through binding arbitration in accordance with this Section 19. Notwithstanding the foregoing, any claim for injunctive relief shall not be subject to the above provision. In addition, except as otherwise provided in this Agreement, the Parties may litigate in court to compel arbitration, stay proceeding pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered in any arbitration proceeding under this Section 19.

19.4            Each Party agrees that any arbitration shall be limited to disputes between Company and Broker individually. To the full extent permitted by Law, no arbitration or other proceeding shall be joined with any other or decided on a class-action basis.

19.5            Notwithstanding the above agreement to arbitrate, each Party acknowledges and agrees that a breach or threatened breach by a Party of any of its obligations under this Agreement may cause the other Party irreparable harm for which monetary damages may not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to seek equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

19.6            THE COLLECTIVE AGGREGATE LIABILITY OF Broker UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, MISREPRESENTATIONS OR OTHERWISE, SHALL BE LIMITED TO THE TRANSACTION FEE PAID TO AND RETAINED BY BROKER UNDER THIS AGREEMENT.

19.7            EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

19.8            Subject to Section 19.6, in any Action, by which one Party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing Party will pay the prevailing Party’s costs and expenses, including, but not limited to, reasonable attorneys’ fees.

19.9            A default under this Agreement by Company shall constitute a default by Company or its affiliates under all other agreements any of them have then in effect with Broker or its affiliates.

20.            Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement have binding legal effect only if in writing and addressed to a Party as set forth on the signature page hereto (or to such other address that such Party may designate from time to time in accordance with this Section 20). Notices sent in accordance with this Section 20 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; or (c) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid.

21.            Severability. If any provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction. Upon such determination that any provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated by this Agreement be consummated as originally contemplated to the greatest extent possible.

22.            Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Nothing occurring pursuant to this Agreement shall give Broker any ownership interest in Company, nor Company any ownership interest in Broker.

23.            No Third Party Beneficiaries. Except as otherwise set forth in this Agreement, this Agreement is for the sole benefit of the Parties and, subject to Section 11 and Section 15, their respective successors and assigns, nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. Indemnified Persons shall be third party beneficiaries as set forth in Section 11.

24.            Interpretation; Headings. The Parties intend this Agreement to 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. Further, the headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation.

25.            Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement; provided that neither Party shall be bound by this Agreement until both Parties have executed a counterpart. A signed copy of this Agreement by facsimile, email or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[Signature Page Follows.]

In witness whereof, the Parties have executed this Agreement as of the Effective Date.

Exhibit A – Services

Below is a description of the Services:

Broker is not providing Company any placement agent or solicitation services in connection with the Offering.

Exhibit B – Fees*

As compensation for the Services, Company shall pay Broker a fee up to 100 basis points on the aggregate amount raised by Company in the Offering during the Term to be paid to Broker at the closing of the Offering (“Transaction Fee”).

Upon Company’s request, Broker will provide an accounting of actual fees and expenses incurred by Broker in connection with the Offering from time to time during the Term, including as set forth in sections 1-3 above (“Offering Expenses”), and a final statement of expenses at closing or prior to the termination of the Offering.

Company agrees that any Offering Expenses owed to Broker may be deducted from the Offering proceeds at closing; however, Company’s obligation to pay or reimburse Broker for the Offering Expenses included on the final statement of expenses is not conditioned upon a successful closing of the Offering.

*The fees payable under this Agreement, plus the other relevant fees attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules.

Exhibit 2-A

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “EVERY ASSETS I, LLC”, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF JUNE, A.D. 2022, AT 7:33 O`CLOCK P.M.

		/s/ Jeffrey W. Bullock
		Jeffrey W. Bullock, Secretary of State
6873202 8100 SR# 20222799600		Authentication: 203758747  Date: 06-24-22

You may verify this certificate online at corp.delaware.gov/authver.shtml

This Certificate of Formation of Every Assets I, LLC (the “Company”), is being duly executed and filed by an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 Del. C. §18-101, et seq.) (the “Act”).

First: The name of the Company is Every Assets I, LLC.

Second: The address of its registered office in the State of Delaware is located at Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the Company's registered agent at such address is The Corporation Trust Company.

Third: The Company is formed for the purpose of transacting any and all lawful business for which a limited liability company may be organized under the Act.

Fourth: The Company, in its limited liability company agreement, may establish one or more series pursuant to §18-215 of the Act, and, if established, then, pursuant to §18-215(b) of the Act, the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of such series only, and not against the assets of the Company generally or the assets allocated to any other series of the Company, and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Company generally or any other series thereof shall be enforceable against the assets of such series.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of Every Assets I, LLC this 22nd day of June, 2022.

Exhibit 2-B

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

OF

EVERY ASSETS I, 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.

TABLE OF CONTENTS

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
EVERY ASSETS I, LLC

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EVERY ASSETS I, LLC, (this “Agreement”) is dated as of October 31, 2022, is hereby adopted by the Manager and Initial Member as the Limited Liability Company Agreement of Every Assets I, LLC (the “Company”), a Delaware series limited liability company, and which is and shall be ratified, confirmed, and approved as such by each Member upon their admission and execution of a Joinder Agreement in accordance with the terms hereof. 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 June 22, 2022, at which time the Manager and the Initial Member entered into that certain Limited Liability Company Agreement dated of even date therewith (the “Original LLCA”);

WHEREAS, the Company the Manager and the Initial Member have authorized the designation of four new Series of the Company known, respectively, as WOLVERINE,CR7, KOONS, and SHOELESS JOE, and now wish to amend and restate the Original LLCA in order to reflect the designation of such new Series and to affix such designation as Exhibit B.

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.

“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 Manager in its sole discretion and as may be waived by the Manager in its sole discretion.

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

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

“Asset Seller” means any Person which duly transfers a Series Asset to a Series, by any method permitted by applicable law (including, but not limited to, a purchase agreement, option agreement or consignment agreement).

“Broker” means any Person who has been appointed by the Company (and as the Manager 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 Manager 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” has the meaning assigned to such term in the preamble.

“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.

“Divestiture Fee” has the meaning assigned to such term in Section 6.1.

“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 Manager in its capacity as manager of the Company. For the avoidance of doubt, the Manager or any of its Affiliates shall only 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.

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

“Free Cash Flow” means the gross cash proceeds of the Company less the portion thereof used to pay the Company’s expenses, debts, reserves, and contingencies, all determined by the Manager.

“Joinder Agreement” 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 Manager from time to time, pursuant to which a Substitute Economic Member agrees to adhere to the terms of this Agreement.

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

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

“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 Manager 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, escrow, or custodial services, (d) any member of the Advisory Board appointed by the Member pursuant to Section 5.4, and (d) any Person the Manager 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 Every Management, LLC, a Delaware limited liability company.

“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, which is comprised of the total number of Units in such Series issued by the Company, that represents a Member’s 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.

“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 Manager 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.

“Manager” means, as the context requires, the manager of the Company or the manager of a Series.

“Member” means each member of the Company, each of whom shall be associated with a Series, including unless the context requires otherwise, the Initial Member, the Manager, 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 Manager 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.

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

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

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

“Securities Act” means the Securities Act of 1933.

“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” has the meaning assigned to such term in Section 6.1.

“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 (2/3) 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.

“Unit” means a unit of Interest in the Company or a Series.

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.

Section 1.3        Amendment and Restatement. This Agreement hereby amends, replaces, and novates the Original LLCA for all purposes.

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

Section 2.2      Name. The name of the Company shall be Every Assets I, LLC. The business of the Company and any Series may be conducted under any other name or names, as may be determined by the Manager. The Manager 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 Manager in its sole discretion, the registered office of the Company in the State of Delaware shall be located at 1209 Orange Street, Wilmington, New Castle County, Delaware, 19801, 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 The Corporation Trust Company. The principal office of the Company shall be located at 106 E 6^th Street, Suite 900-185, Austin, Texas 78701. Unless otherwise provided in the applicable Series Designation, the principal office of each Series shall be located at 106 E 6^th Street, Suite 900-185, Austin, Texas 78701 or such other place as the Manager 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 Manager determines to be necessary or appropriate. The Manager may change the registered office, registered agent or principal office of the Company or of any Series at any time and from time to time and shall notify the applicable 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 investment grade alternative assets, and (c) 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 Manager 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 Manager 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 Manager, or the Liquidator, determines to be necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a series limited liability company in the State of Delaware and in all other jurisdictions in which the Company or any Series may conduct business or own property; (B) all certificates, documents and other instruments that the Manager, or the Liquidator, determines to be necessary or appropriate to reflect, in accordance with its terms, any amendment, change, modification or restatement of this Agreement; (C) all certificates, documents and other instruments that the Manager or the Liquidator determines to be necessary or appropriate to reflect the dissolution, liquidation or termination of the Company or a Series pursuant to the terms of this Agreement; (D) all certificates, documents and other instruments relating to the admission, withdrawal or substitution of any 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 Manager or Liquidator determines to be necessary or appropriate to maintain the separate rights, assets, obligations and liabilities of each Series; and (G) all certificates, documents and other instruments (including agreements and a certificate of merger) relating to a merger, consolidation or conversion of the Company; and

(ii)            execute, swear to, acknowledge, deliver, file and record all ballots, consents, approvals, waivers, certificates, documents and other instruments that the Manager or the Liquidator determines to be necessary or appropriate to (A) make, evidence, give, confirm or ratify any vote, consent, approval, agreement or other action that is made or given by any of the Members hereunder or is consistent with the terms of this Agreement or (B) effectuate the terms or intent of this Agreement; provided, that when any provision of this Agreement that establishes a percentage of the Members or of the Members of any Series required to take any action, the Manager, 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 Manager, or the Liquidator, to amend, change or modify this Agreement except in accordance with ARTICLE XII or as may be otherwise expressly provided for in this Agreement.

(b)            The foregoing power of attorney is hereby declared to be irrevocable and a power coupled with an interest, and it shall survive and, to the maximum extent permitted by law, not be affected by the subsequent death, incompetency, disability, incapacity, dissolution, bankruptcy or termination of any Economic Member and the transfer of all or any portion of such Economic Member’s Interests and shall extend to such Economic Member’s heirs, successors, assigns and personal representatives. Each such Economic Member hereby agrees to be bound by any representation made by any officer of the Manager, or the Liquidator, acting in good faith pursuant to such power of attorney; and each such Economic Member, to the maximum extent permitted by law, hereby waives any and all defenses that may be available to contest, negate or disaffirm the action of the Manager, 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 Manager, or the Liquidator, within fifteen (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 Manager may determine. All Series Assets shall be recorded by the Manager as the property of the applicable Series in the books and records maintained for such Series, irrespective of the name in which record title to such Series Assets is held.

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 Manager, and upon (i) agreeing to be bound by the terms of this Agreement by completing, signing and delivering to the Manager, a completed Joinder Agreement, which is then accepted by the Manager, (ii) the prior written consent of the Manager, and (iii) otherwise complying with the applicable provisions of ARTICLE III and ARTICLE IV. The Initial Member of the Company shall be automatically withdrawn as a Member of the Company upon the designation of a Series by the Manager, and the Initial Member of a Series shall be automatically withdrawn upon the admission to such Series of an Economic Member.

(b)            The Manager may withhold its consent to the admission of any Person as an Economic Member for any reason, including when it determines in its reasonable discretion that such admission could: (i) cause such Person’s holdings to be in excess of the Aggregate Ownership Limit, (ii) cause the Person’s investment in all Interests (of all Series in the aggregate) to exceed the Individual Aggregate Limit, (iii) could adversely affect the Company or a Series or subject the Company, a Series, the Manager or any of their respective Affiliates to any additional regulatory or governmental requirements or cause the Company to be disqualified as a limited liability company, or subject the Company, any Series, the Manager or any of their respective Affiliates to any tax to which it would not otherwise be subject, (iv) cause the Company to be required to register as an investment company under the Investment Company Act, (v) cause the Manager or any of its Affiliates being required to register under the Investment Advisers Act, (vi) cause the assets of the Company or any Series to be treated as plan assets as defined in Section 3(42) of ERISA, or (vii) result in a loss of (a) the then current tax status by the Company or the Series for US federal income tax purposes or the termination of the Company or the Series for US federal income tax purposes or (b) status as an association or company taxed as a sub-chapter C corporation 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 Manager shall update the books and records of the Company and each Series from time to time as necessary to reflect accurately the information therein.

(d)            Except as otherwise provided in the Delaware Act and subject to Section 3.1(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 or a Series, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company or Series 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. Except for the Initial Member who shall be automatically withdrawn as a Member of the Company and each Series as provided herein, 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.

(h)            Every Management, LLC, a Delaware limited liability company, has been and is appointed as the Manager of the Company, and shall continue as Manager 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 Manager of each Series shall be Every Management, 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 Manager or its Affiliates shall, as at the closing of any Initial Offering, hold at least one half of one percent (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 Manager 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 Manager; provided, that the Manager shall have the rights, duties and obligations of the Manager hereunder, regardless of whether the Manager shall hold any Interests.

Section 3.2      Capital Contributions.

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

(b)            Except as expressly permitted by the Manager, in its sole discretion (i) initial and any additional Capital Contributions to the Company or Series as applicable, by any Member shall be payable in cash and (ii) initial and any additional Capital Contributions shall be payable in one installment and shall be paid prior to the date of the proposed acceptance by the Manager of a Person’s admission as a Member to a Series (or a Member’s application to acquire additional Interests) (or within five (5) Business Days thereafter with the Manager’s approval). No Member shall be required to make an additional Capital Contribution to the Company or Series but may make an additional Capital Contributions to acquire additional Units 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 Units of a Series shall have priority over any other Member holding Units in 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)            Subject to the provisions of this Agreement and Delaware Act, the Manager may, at any time and from time to time and in compliance with paragraph (c), cause the Company to establish in writing, in substantially the form attached hereto as Exhibit A (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 Manager, such Series Designation shall be attached to this Agreement as an Exhibit B until such time as none of such Interests of such Series remain Outstanding.

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

(c)            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 in 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 Manager amending any Series Designation) shall be effective when a duly executed original of the same is included by the Manager among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement (it being understood and agreed that, upon such effective date, the Series described in such Series Designation shall be deemed to have been established and the 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)            The assets and liabilities associated with a Series are as follows:

(i)            All consideration received by the Company for the issuance or sale of Units of a particular Series, together with all assets, including Series 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 any other Series or 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 Managers reasonable judgment, are not readily associated with a particular Series, the Manager shall allocate such assets to, between or among any one or more of the Series, in such manner and on such basis as the Manager deems fair and equitable, and in accordance with the Allocation Policy, and any asset so allocated to a particular Series shall thereupon be deemed to be an asset associated with that Series. Each allocation by the Manager 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 Manager shall not commingle the assets of one Series with the assets of any other Series.

(ii)            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 Managers reasonable judgment, are not readily associated with a particular Series, the Manager shall allocate and charge (including indemnification obligations) such liabilities to, between or among any one or more of the Series, in such manner and on such basis as the Manager deems fair and equitable and in accordance with the Allocation Policy, and any liability so allocated and charged to a particular Series shall thereupon be deemed to be a liability associated with that Series. Each allocation by the Manager 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 Manager has caused notice of this limitation on inter-series liabilities to be set forth in the Certificate of Formation, and, accordingly, the statutory provisions of Section 18-215(b) of the Delaware Act relating to limitations on inter-series liabilities (and the statutory effect under Section 18-207 of the Delaware Act of setting forth such notice in the Certificate of Formation) shall apply to the Company and each Series. Notwithstanding any other provision of this Agreement, no distribution on or in respect of Units in a particular Series, including, for the avoidance of doubt, any distribution made in connection with the winding up of such Series, shall be effected by the Company other than from the assets associated with that Series, nor shall any Member or former Member associated with a Series otherwise have any right or claim against the assets associated with any other Series (except to the extent that such Member or former Member has such a right or claim hereunder as a Member or former Member associated with such other Series or in a capacity other than as a Member or former Member).

(e)            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 by virtue of being a Member of such Series. 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 Manager may determine; provided, however, that Series Assets shall be recorded as the assets of the relevant Series on the Company’s books and records, irrespective of the name in which legal title to such Series Assets is held. Any corporation, brokerage firm or transfer agent called upon to transfer any Series Assets to or from the name of any Series shall be entitled to rely upon instructions or assignments signed or purporting to be signed by the Manager or its agents without inquiry as to the authority of the Person signing or purporting to sign such instruction or assignment or as to the validity of any transfer to or from the name of such Series.

(f)            No Interest 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 Units.

(a)            The Company, by and through the Manager, may issue Units, and options, rights and warrants relating to such Units, 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 Manager shall determine, all without the approval of the Economic Members. Each Unit shall have the rights and be governed by the provisions set forth in this Agreement (including any Series Designation).

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

Section 3.5      Voting Rights of Units Generally. Unless otherwise provided in this Agreement or any Series Designation, (i) each Record Holder of Units shall be entitled to one vote per Unit for all matters submitted for the consent or approval of Members generally, (ii) all Record Holders of Units (regardless of Series) shall vote together as a single class on all matters as to which all Record Holders of Units are entitled to vote, (iii) Record Holders of a particular Series of Units 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 Manager or any of its Affiliates shall not be entitled to vote in connection with any Units 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 a Unit and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such Unit 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 Units 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 Units, 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.

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 Units of a Series to all Record Holders of such Series, or may effect a subdivision or combination of Units of any Series, in each case, on an equal per Unit basis and so long as, after any such event, any amounts calculated on a per Unit basis or stated as a number of Units are proportionately adjusted.

(b)            Whenever such a distribution, subdivision or combination of Units is declared, the Manager shall select a date as of which the distribution, subdivision or combination shall be effective. The Manager 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 Manager also may cause a firm of independent public accountants selected by it to calculate the number of Units to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The Manager shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

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

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 Manager is hereby initially appointed as registrar and transfer agent of the Interests, provided that the Manager 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 Manager 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 Joinder Agreement to the reasonable satisfaction of the Manager 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 Manager and any Liquidator of the Company and each of their authorized officers and attorneys in fact, as the case may be, as specified herein, and (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 Member’s 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 Manager 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 Manager’s consent, provided that the assignee is not an ineligible or unsuitable investor under applicable law.

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

(i)            result in the transferee directly or indirectly owning in excess of the Aggregate Ownership Limit;

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

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

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

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

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

(d)            In the event any Transfer permitted by this Section shall result in beneficial ownership by multiple Persons of any Economic Member’s Interest in the Company, the Manager may require one or more trustees or nominees to be designated to represent a portion of or the entire Interest transferred for the purpose of receiving all notices which may be given and all payments which may be made under this Agreement, and for the purpose of exercising the rights which the transferor as an Economic Member had pursuant to the provisions of this Agreement.

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

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

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

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

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

(iii)            each transferee to provide all the information required by the Manager to satisfy itself as to anti-money laundering, counter-terrorist financing and sanctions compliance matters; and

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

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

Section 4.3      Transfer of Interests and Obligations of the Manager.

(a)            The Manager may Transfer all Interests acquired by the Manager (including all Interests acquired by the Manager in the Initial Offering pursuant to Section 3.1(h)) at any time and from time to time following the closing of the Initial Offering.

(b)            The Economic Members hereby authorize the Manager to assign its rights, obligations and title as Manager to an Affiliate of the Manager without the prior consent of any other Person, and, in connection with such Transfer, designate such Affiliate of the Manager as a successor Manager provided, that the Manager shall notify the applicable Economic Members of such change in the next regular communication to such Economic Members.

(c)            Except as set forth in Section 4.3(b) above, in the event of the resignation of the Manager of its rights, obligations and title as Manager, the Manager shall nominate a successor Manager and the vote of a majority of the Interests held by Economic Members shall be required to elect such successor Manager. The Manager shall continue to serve as the Manager of the Company until such date as a successor Manager is elected pursuant to the terms of this Section 4.3(c).

Section 4.4      Remedies for Breach. If the Manager shall at any time determine in good faith that a Transfer or other event has taken place that results in a violation of this ARTICLE IV, the Manager shall take such action as it deems advisable to refuse to give effect to or to prevent such Transfer or other event, including, without limitation, causing the Company to redeem shares, refusing to give effect to such Transfer on the books of the Company or instituting proceedings to enjoin such Transfer or other event.

Article V – MANAGEMENT AND OPERATION OF THE COMPANY AND EACH SERIES

Section 5.1      Power and Authority of Manager. Except as explicitly set forth in this Agreement, the Manager, as appointed pursuant to Section 3.1(h) of this Agreement, shall have full power and authority to do, and to direct the Officers to do, all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company and each Series, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, in each case without the consent of the Economic Members, including but not limited to the following:

(a)            the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible into Interests, and the incurring of any other obligations;

(b)            the making of tax, securities, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company or any Series (including, but not limited to, the filing of periodic reports on Forms 1-K, 1-SA and 1-U with the U.S. Securities and Exchange Commission), and the making of any tax elections;

(c)            the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Company or any Series or the merger or other combination of the Company or any Series with or into another Person;

(d)            the acquisition, procurement, storage, preservation, protection, consignment, lending, showing, appraising, authenticating, or other use, management, or administration, without limitation, of the assets of the Company or any Series, directly or through contract or appointment of affiliated or third-party vendors, consultants, advisors, or asset managers;

(e)            the use of the assets of the Company (including cash on hand) for any purpose not inconsistent with the terms of this Agreement, including (i) the financing of the conduct of the operations of the Company and the repayment of obligations of the Company, (ii) the financing of the conduct of the operations of such Series and the repayment of obligations, if any, of such Series, and (iii) the loan, consignment, display, storage, preservation, protection, and monetization of any Series Asset with or by any third-party, with or without consideration;

(f)            the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Company or any Series under contractual arrangements to all or particular assets of the Company or any Series);

(g)            the declaration and payment of distributions of Free Cash Flow or other assets to Members associated with a Series;

(h)            the election and removal of Officers of the Company or associated with any Series;

(i)            the selection, retention and dismissal of employees, agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment, retention or hiring, and the payment of fees, expenses, salaries, wages and other compensation to such Persons;

(j)            the solicitation of proxies from holders of any Series of Interests issued on or after the date of this Agreement that entitles the holders thereof to vote on any matter submitted for consent or approval of Economic Members under this Agreement;

(k)            the maintenance of insurance for the benefit of the Company, any Series and the Indemnified Persons and the reinvestment by the Manager in its sole discretion, of any proceeds received by such Series from an insurance claim in a replacement Series Asset which is substantially similar to that which comprised the Series Asset prior to the event giving rise to such insurance payment;

(l)            the formation of, or acquisition or disposition of an interest in, and the contribution of property and the making of loans to, any limited or general partnership, joint venture, corporation, limited liability company or other entity or arrangement;

(m)            the placement of any Free Cash Flow funds in deposit accounts in the name of a Series or of a custodian for the account of a Series, or to invest those Free Cash Flow funds in any other investments for the account of such Series, in each case pending the application of those Free Cash Flow funds in meeting liabilities of the Series or making distributions or other payments to the Members (as the case may be);

(n)            the control of any matters affecting the rights and obligations of the Company or any Series, including the bringing, prosecuting and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or remediation, and the incurring of legal expense and the settlement of claims and litigation, including in respect of taxes;

(o)            the indemnification of any Person against liabilities and contingencies to the maximum extent permitted by law;

(p)            the giving of consent of or voting by the Company or any Series in respect of any securities that may be owned by the Company or such Series;

(q)            the waiver of any condition or other matter by the Company or any Series;

(r)            the entering into of listing agreements with any National Securities Exchange or over-the-counter market and the delisting of some or all of the Interests from, or requesting that trading be suspended on, any such exchange or market;

(s)            the issuance, sale or other disposition, and the purchase or other acquisition, of Interests or options, rights or warrants relating to Interests;

(t)            the registration of any offer, issuance, sale or resale of Interests or other securities or any Series issued or to be issued by the Company under the Securities Act and any other applicable securities laws (including any resale of Interests or other securities by Members or other security holders);

(u)            the execution and delivery of agreements with Affiliates of the Company or other Persons to render services to the Company or any Series;

(v)            the adoption, amendment and repeal of the Allocation Policy;

(w)            the selection of auditors for the Company or any Series;

(x)            the selection of any transfer agent or depositor for any securities of the Company or any Series, and the entry into such agreements and provision of such other information as shall be required for such transfer agent or depositor to perform its applicable functions; and

(y)            unless otherwise provided in this Agreement or the Series Designation, the calling of a vote of the Economic Members as to any matter to be voted on by all Economic Members of the Company or of a particular Series, as applicable.

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

Section 5.2      Determinations by the Manager. In furtherance of the authority granted to the Manager pursuant to Section 5.1 of this Agreement, the determination as to any of the following matters, made in good faith by or pursuant to the direction of the Manager in a manner not inconsistent with this Agreement, shall be final and conclusive and shall be binding upon the Company and each Series and every holder of Interests:

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

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

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

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

(e)            the number of Units within a Series;

(f)            any matter relating to the acquisition, holding, managing, and disposition of any assets, including Series Assets, by any Series;

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

(h)           each of the matters set forth in Section 5.1; or

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

Section 5.3      Delegation. The Manager may delegate to any Person or Persons any of the powers and authority vested in it hereunder, and may engage such Person or Persons to provide administrative, compliance, technological and accounting services to the Company, and Series, or any Series Asset, on such terms and conditions as it may consider appropriate.

Section 5.4      Advisory Board.

(a)            The Manager may, in its sole discretion, establish one or more “Advisory Boards” comprised of members of the Manager’s network and external advisors to provide input to the Manager and the Manager’s designees and appointees with respect to the Company, any Series, or any Series Asset. If and when so constituted, an Advisory Board will be available to provide guidance to the Manager on the strategy and progress of the Company, a Series, or Series Assets, including without limitation the acquisition and disposal of a Series Asset, the Company’s or a Series’ policies, and conflicts arising or that are reasonably likely to arise with the Manager, on the one hand, and the Company, a Series or the Economic Members, on the other hand, or the Company or a Series, on the one hand, and another Series, on the other hand.

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

Section 5.5      Exculpation, Indemnification, Advances and Insurance.

(a)            Subject to other applicable provisions of this ARTICLE V, including Section 5.7, the Indemnified Persons shall not be liable to the Company, any Series or the Members for any acts or omissions by any of the Indemnified Persons arising from the exercise of their rights or performance of their duties and obligations in connection with the Company or any Series, this Agreement or any investment made or held by the Company or any Series, including with respect to any acts or omissions made while serving at the request of the Company or on behalf of any Series as an officer, director, member, partner, fiduciary or trustee of another Person, other than such acts or omissions that have been determined in a final, non-appealable decision of a court of competent jurisdiction to constitute willful misconduct or gross negligence. The Indemnified Persons shall be indemnified by the Company and, to the extent Expenses and Liabilities are associated with any Series, each such Series, in each case, to the fullest extent permitted by law, against all expenses and liabilities (including judgments, fines, penalties, interest, amounts paid in settlement with the approval of the Company and counsel fees and disbursements on a solicitor and client basis) (collectively, “Expenses and Liabilities”) arising from the performance of any of their duties or obligations in connection with their service to the Company or each such Series or this Agreement, or any investment made or held by the Company, each such Series, including in connection with any civil, criminal, administrative, investigative or other action, suit or proceeding to which any such Person may hereafter be made party by reason of being or having been a manager of the Company or such Series under Delaware law, an Officer of the Company or associated with such Series, a member of the Advisory Board, a member of the Advisory Board or an officer, director, member, partner, fiduciary or trustee of another Person, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Person’s willful misconduct or gross negligence. Without limitation, the foregoing indemnity shall extend to any liability of any Indemnified Person, pursuant to a loan guaranty or otherwise, for any indebtedness of the Company or any Series (including any indebtedness which the Company or any Series has assumed or taken subject to), and the Manager or the Officers are hereby authorized and empowered, on behalf of the Company or any Series, to enter into one or more indemnity agreements consistent with the provisions of this Section in favor of any Indemnified Person having or potentially having liability for any such indebtedness. It is the intention of this paragraph that the Company and each applicable Series indemnify each Indemnified Person to the fullest extent permitted by law, provided that this indemnification shall not cover Expenses and Liabilities that arise out of the acts or omissions of any Indemnified Person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Indemnified Persons willful misconduct or gross negligence.

(b)            The provisions of this Agreement, to the extent they restrict the duties and liabilities of an Indemnified Person otherwise existing at law or in equity, including Section 5.7, are agreed by each Member to modify such duties and liabilities of the Indemnified Person to the maximum extent permitted by law.

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 5.6      Duties of Officers.

(a)            Except as set forth in Section 5.5 and 5.6, as otherwise expressly provided in this Agreement or required by the Delaware Act, (i) the duties and obligations owed to the Company or any Series by the Officers shall be the same as the duties and obligations owed to a corporation organized under DGCL by its officers, and (ii) the duties and obligations owed to the Members by the Officers shall be the same as the duties and obligations owed to the stockholders of a corporation under the DGCL by its officers.

(b)            The Manager shall have the right to exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it thereunder either directly or by or through the duly authorized Officers of the Company or associated with a Series, and the Manager shall not be responsible for the misconduct or negligence on the part of any such Officer duly appointed or duly authorized by the Manager in good faith.

Section 5.7      Standards of Conduct and Modification of Duties of the Manager. Notwithstanding anything to the contrary herein or under any applicable law, including, without limitation, Section 18-1101(c) of the Delaware Act, the Manager, in exercising its rights hereunder in its capacity as the Manager of the Company, shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting the Company, any Series or any Economic Members, and shall not be subject to any other or different standards imposed by this Agreement, any other agreement contemplated hereby, under the Delaware Act or under any other applicable law or in equity. The Manager shall not have any duty (including any fiduciary duty) to the Company, any Series, the Economic Members or any other Person, including any fiduciary duty associated with self-dealing or corporate opportunities, all of which are hereby expressly waived. This Section shall not in any way reduce or otherwise limit the specific obligations of the Manager expressly provided in this Agreement or in any other agreement with the Company or any Series.

Section 5.8      Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Company or any Series shall be entitled to assume that the Manager and any Officer of the Company or any Series has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Company or such Series and to enter into any contracts on behalf of the Company or such Series, and such Person shall be entitled to deal with the Manager or any Officer as if it were the Company’s or such Series sole party in interest, both legally and beneficially. Each Economic Member hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the Manager or any Officer in connection with any such dealing. In no event shall any Person dealing with the Manager or any Officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the Manager or any Officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Company or any Series by the Manager or any Officer or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement were in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Company or any Series and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Company or the applicable Series.

Article VI – FEES AND EXPENSES

Section 6.1      Series Asset Procurement and Divestiture Consideration. The cost or consideration to purchase, acquire, option, consign, or otherwise procure ownership, possession, or control of, access to, or rights in a Series Asset shall be borne by the relevant Series or by the Company (and allocated to the relevant applicable Series). Manager may receive a fee from the seller or purchaser of the Series Asset in consideration of its assistance with a procurement or divestiture transaction, as set forth in the procurement agreement (“Sourcing Fee” or “Divestiture Fee” as applicable).

Section 6.2      All Other Costs and Expenses to be borne by the Manager. All fees, costs and expenses in connection with the formation, administration, and dissolution of the Company or any Series, any Initial Offering (including brokerage fees), and the acquisition, procurement, management, storage, handling, administration, preservation, and protection of a Series Asset (except for the consideration to purchase, option, consign, or other procure ownership, possession, or control of, access to, or rights in a Series Asset) shall be borne entirely by the Manager.

Section 6.3      Overhead of the Manager. The Manager shall pay and the Economic Members shall not bear the cost of: (i) any annual administration fee to the Broker or such other amount as is agreed between the Broker and the Manager from time to time, (ii) any escrow or custodial fees or expenses; (iii) all of the ordinary overhead and administrative expenses of the Manager including, without limitation, all costs and expenses on account of rent, utilities, insurance, office supplies, office equipment, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, travel, entertainment, salaries and bonuses, and any other operating costs, and (iv) such other amounts in respect of any Series as it shall agree in writing or as is explicitly set forth in any Offering Document.

Article VII – DISTRIBUTIONS

Section 7.1      Application of Cash. Subject to Section 7.3, ARTICLE XI and any Interest Designation, any Free Cash Flow of each Series shall be applied and distributed to the Members of such Series, net of corporate income taxes owed by such Series (pro rata to their Interests and which, for the avoidance of doubt, may include the Manager or its Affiliates).

Section 7.2      Application of Amounts upon the Liquidation of a Series. Subject to Section 7.3 and ARTICLE XI and any Interest Designation, any amounts available for distribution following the liquidation of a Series, net of any fees, costs and liabilities (as determined by the Manager in its sole discretion), shall be applied and distributed one hundred percent (100%) to the Members (pro rata to their Interests and which, for the avoidance of doubt, may include the Manager and its Affiliates).

Section 7.3      Timing of Distributions.

(a)            Subject to the applicable provisions of the Delaware Act and except as otherwise provided herein, the Manager shall pay distributions to the Members associated with such Series pursuant to Section 7.1 and Section 7.2, in such amounts and at such times as the Manager may determine, in its sole discretion; provided that, the Manager shall not be obliged to make any distribution pursuant to this Section (i) unless there are sufficient amounts available for such distribution, or (ii) which, in the reasonable opinion of the Manager, would or might leave the Company or such Series with insufficient funds to meet any future contemplated obligations or contingencies (and the Manager is hereby authorized to retain any amounts within the Company to create a reserve to meet any such obligations or contingencies), or which otherwise may result in the Company or such Series having unreasonably small capital for the Company or such Series to continue its business as a going concern. Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), distributions shall be paid to the holders of the Interests of a Series on an equal per Unit basis as of the Record Date selected by the Manager. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to make a distribution to any Member on account of its Interest in any Series if such distribution would violate the Delaware Act or other applicable law.

(b)            Notwithstanding Section 7.2 and Section 7.3(a), in the event of the termination and liquidation of a Series, all distributions shall be made in accordance with, and subject to the terms and conditions of, ARTICLE XI.

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

Section 7.4      Distributions in kind. Distributions in kind of the entire or part of a Series Asset to Members are prohibited.

Article VIII – BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1      Records and Accounting.

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

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

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

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

(ii)           confirmation of the number of Interests in each Series Outstanding as of the end of the most recent fiscal year;

provided, that notwithstanding the foregoing, if the Company or any Series is required to disclose financial information pursuant to the Securities Act or the Exchange Act (including without limitations periodic reports under the Exchange Act or under Rule 257 under Regulation A of the Securities Act), then compliance with such provisions shall be deemed compliance with this Section 8.1(c) and no further or earlier financial reports shall be required to be provided to the Economic Members of the applicable Series with such reporting requirement.

Section 8.2      Fiscal Year. Unless otherwise provided in a Series Designation, the fiscal year for tax and financial reporting purposes of each Series shall be a calendar year ending December 31 unless otherwise required by the Code. The fiscal year for financial reporting purposes of the Company shall be a calendar year ending December 31.

Article IX – TAX MATTERS

The Company will make an election on IRS Form 8832 for each Series to be treated as an association taxable as a corporation under Subchapter C of the Code and not as a partnership under Subchapter K of the Code.

Article X – REMOVAL OF THE MANAGER

Economic Members of the Company acting by way of a Super Majority Vote may elect to remove the Manager at any time if the Manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a Series or the Company and which has a material adverse effect the Company. The Manager shall call a meeting of all of the Economic Members of the Company within thirty (30) calendar days of such final non-appealable judgment of a court of competent jurisdiction, at which the Economic Members may (i) by Super Majority Vote, remove the Manager of the Company and each relevant Series in accordance with this ARTICLE X and (ii) if the Manager is so removed, by a plurality, appoint a replacement Manager or the liquidation and dissolution and termination the Company and each of the Series in accordance with ARTICLE XI. If the Manager fails to call a meeting as required by this Article X, then any Economic Member shall have the ability to demand a list of all Record Holders of the Company pursuant to Section 8.1(b) and to call a meeting at which such a vote shall be taken. In the event of its removal, the Manager shall be entitled to receive all amounts that have accrued and are then currently due and payable to it pursuant to this Agreement but shall forfeit its right to any future distributions. Prior to its admission as a Manager of any Series, any replacement Manager shall acquire the Interests held by the departing Manager in such Series for fair market value and in cash immediately payable on the Transfer of such Interests. For the avoidance of doubt, if the Manager is removed as Manager of the Company it shall also cease to be Manager of each of the Series.

Article XI – DISSOLUTION, TERMINATION AND LIQUIDATION

Section 11.1      Dissolution and Termination.

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

(i)            an election to dissolve the Company by the Manager;

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

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

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

(v)            a vote by the Economic Members to dissolve the Company following the for-cause removal of the Manager in accordance with ARTICLE X.

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

(i)            the dissolution of the Company pursuant to Section 11.1(a);

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

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

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

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

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

Section 11.2      Liquidator. Upon dissolution of the Company or termination of any Series, the Manager shall select one or more Persons (which may be the Manager) to act as Liquidator.

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

Section 11.3      Liquidation of a Series. In connection with the liquidation of a Series, whether as a result of the dissolution of the Company or the termination of such Series, the Liquidator shall proceed to dispose of the assets of such Series, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Sections 18-215 and 18-804 of the Delaware Act, the terms of any Series Designation and the following:

(a)            Subject to Section 11.3(c), the assets may be disposed of by public or private sale on such terms as the Liquidator may determine. The Liquidator may defer liquidation for a reasonable time if it determines that an immediate sale or distribution of all or some of the assets would be impractical or would cause undue loss to the Members associated with such Series.

(b)            Liabilities of each Series include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 11.2) as well as any amounts owed to Members associated with such Series otherwise than in respect of their distribution rights under ARTICLE VII. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of Free Cash Flow or other assets to provide for its payment. When paid, any unused portion of the reserve shall be applied to other liabilities or distributed as additional liquidation proceeds.

(c)            Subject to the terms of any Series Designation (including, without limitation, the preferential rights, if any, of holders of any other class of Interests of the applicable Series), all property and all Free Cash Flow in excess of that required to discharge liabilities as provided in Section 11.3(b) shall be distributed to the holders of the Interests of the Series on a pro rata basis according to their Interests.

Section 11.4      Cancellation of Certificate of Formation. In the case of a dissolution of the Company, upon the completion of the distribution of all Free Cash Flow and property in connection the termination of all Series (other than the reservation of amounts for payments in respect of the satisfaction of liabilities of the Company or any Series), the Certificate of Formation and all qualifications of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Company shall be taken by the Liquidator or the Manager, as applicable.

Section 11.5      Return of Contributions. None of any Member, the Manager or any Officer of the Company or associated with any Series or any of their respective Affiliates, officers, directors, members, shareholders, employees, managers, partners, controlling persons, agents or independent contractors will be personally liable for, or have any obligation to contribute or loan any monies or property to the Company or any Series to enable it to effectuate, the return of the Capital Contributions of the Economic Members associated with a Series, or any portion thereof, it being expressly understood that any such return shall be made solely from Series Assets.

Section 11.6      Waiver of Partition. To the maximum extent permitted by law, each Member hereby waives any right to partition of the Company or Series Assets.

Article XII – AMENDMENT OF AGREEMENT, SERIES DESIGNATION

Section 12.1      General. Except as provided in Section 12.2, the Manager may amend any of the terms of this Agreement or any Series Designation as it determines in its sole discretion and without the consent of any of the Economic Members. By way of illustration and without limiting the generality of the foregoing, the Manager, without the approval of any Economic Member, may amend any provision of this Agreement or any Series Designation, and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

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

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

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

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

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

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

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

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

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

(j)             an amendment that the Manager determines to be necessary or appropriate in connection with the establishment or creation of additional Series pursuant to Section 3.3 or the authorization, establishment, creation or issuance of any class or series of Interests of any Series pursuant to Section 3.4 and the admission of Additional Economic Members;

(k)            any other amendment other than an amendment expressly requiring consent of the Economic Members as set forth in Section 12.2; and

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

Section 12.2      Certain Amendment Requirements. Notwithstanding the provisions of Section 12.1, no amendment to this Agreement shall be made without the consent of the Economic Members holding of a majority of the Outstanding Interests, that:

(a)            decreases the percentage of Outstanding Interests required to take any action hereunder;

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

(c)            modifies Section 11.1(a) or gives any Person the right to dissolve the Company; or

(d)            modifies the term of the Company.

Section 12.3      Amendment Approval Process. If the Manager desires to amend any provision of this Agreement or any Series Designation subject to Section 12.1, then it shall first adopt a resolution setting forth the amendment proposed, declaring its advisability, and then call a meeting of the Members entitled to vote in respect thereof, if such vote is required, for the consideration of such amendment. Such meeting shall be called and held upon notice in accordance with ARTICLE XIII of this Agreement. The notice shall set forth such amendment in full or a brief summary of the changes to be effected thereby, as the Manager shall deem advisable. At the meeting, a vote of Members entitled to vote thereon shall be taken for and against the proposed amendment. A proposed amendment shall be effective upon its approval by the affirmative vote of the holders of not less than a majority of the Interests of all Series then Outstanding, voting together as a single class, unless a greater percentage is required under this Agreement or by Delaware law. The Company shall deliver to each Member prompt notice of the adoption of every amendment made to this Agreement or any Series Designation pursuant to this ARTICLE XII. Amendments not expressly limited by Section 12.2, shall not be subject to the foregoing approval process. Amendments to this Agreement or any Series Designation may be proposed only by or with the consent of the Manager.

Article XIII – MEMBER MEETINGS

Section 13.1      Meetings. The Company shall not be required to hold an annual meeting of the Members. The Manager may, whenever it thinks fit, convene meetings of the Members of the Company or any Series. The non-receipt by any Member of a notice convening a meeting shall not invalidate the proceedings at that meeting.

Section 13.2      Quorum. No business shall be transacted at any meeting of the Members unless a quorum of Members is present at the time when the meeting proceeds to business; in respect of meetings of the Company, Members holding fifty (50%) of Outstanding Interests, and in respect of meetings of any Series, Members holding fifty (50%) of Outstanding Interests in such Series, present in person or by proxy shall be a quorum. In the event a meeting is not quorate, the Manager may adjourn or cancel the meeting, as it determines in its sole discretion.

Section 13.3      Chairman. Any designee of the Manager shall preside as chairman of any meeting of the Company or any Series.

Section 13.4      Voting Rights. Subject to the provisions of any class or series of Interests of any Series then Outstanding, the Members shall be entitled to vote only on those matters provided for under the terms of this Agreement. Each Member shall be entitled to cast one (1) vote for each Unit it holds.

Section 13.5      Extraordinary Actions. Except as specifically provided in this Agreement, notwithstanding any provision of law permitting or requiring any action to be taken or authorized by the affirmative vote of the holders of a greater number of votes, any such action shall be effective and valid if taken or approved by the affirmative vote of holders of Interests entitled to cast a majority of all the votes entitled to be cast on the matter.

Section 13.6      Manager Approval. Other than as provided for in ARTICLE X, the submission of any action of the Company or a Series to Members for their consideration shall first be approved by the Manager.

Section 13.7      Action By Members without a Meeting. Any Series Designation may provide that any action required or permitted to be taken by the holders of the Interests to which such Series Designation relates may be taken without a meeting by the written consent of such holders or Members entitled to cast a sufficient number of votes to approve the matter as required by statute or this Agreement, as the case may be.

Article XIV – CONFIDENTIALITY

Section 14.1      Confidentiality Obligations. All information contained in the accounts and reports prepared in accordance with ARTICLE VIII and any other information disclosed to an Economic Member under or in connection with this Agreement is confidential and non-public and each Economic Member undertakes to treat that information as confidential information and to hold that information in confidence. No Economic Member shall, and each Economic Member shall ensure that every Person connected with or associated with that Economic Member shall not, disclose to any Person or use to the detriment of the Company, any Series, any Economic Member or any Series Assets any confidential information which may have come to its knowledge concerning the affairs of the Company, any Series, any Economic Member, any Series Assets or any potential Series Assets, and each Economic Member shall use any such confidential information exclusively for the purposes of monitoring and evaluating its investment in the Company. This Section 14.1 is subject to Section 14.2 and Section 14.3.

Section 14.2      Exempted information. The obligations set out in Section 14.1 shall not apply to any information which:

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

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

(c)            has been publicly filed with the U.S. Securities and Exchange Commission.

Section 14.3      Permitted Disclosures. The restrictions on disclosing confidential information set out in Section 14.1 shall not apply to the disclosure of confidential information by an Economic Member:

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

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

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

Article XV – GENERAL PROVISIONS

Section 15.1      Addresses and Notices.

(a)            Any notice to be served in connection with this Agreement shall be served in writing (which, for the avoidance of doubt, shall include e-mail) and any notice or other correspondence under or in connection with this Agreement shall be delivered to the relevant party at the address given in this Agreement (or, in the case of an Economic Member, in its Joinder Agreement) or to such other address as may be notified in writing for the purposes of this Agreement to the party serving the document and that appears in the books and records of the Company or the relevant Series.

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

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

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

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

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

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

(d)            Any notice to the Company (including any Series) shall be deemed given if received by any member of the Manager at the principal office of the Company designated pursuant to Section 2.3. The Manager and the Officers may rely and shall be protected in relying on any notice or other document from an Economic Member or other Person if believed by it to be genuine.

Section 15.2      Further Action. The parties to this Agreement shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 15.3      Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

Section 15.4      Integration. This Agreement, together with the applicable Joinder Agreements and all applicable Series Designations, constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 15.5      Creditors. None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Company or any Series.

Section 15.6      Waiver. No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 15.7      Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto (which signature may be provided electronically) or, in the case of a Person acquiring an Interest, upon acceptance of its Joinder Agreement. This Agreement and any Joinder Agreement may be executed, transmitted, or maintained electronically with full force and effect as an originally executed instrument.

Section 15.8      Applicable Law and Jurisdiction.

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

(b)            Any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement, or the transactions contemplated hereby shall be brought exclusively in the federal or state courts situated in Travis County, Texas and each Member hereby consents to such exclusive jurisdiction (and of the appropriate appellate courts therefrom) in any suit, action or proceeding, and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum. Process in any suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any court. Without limiting the foregoing, each party agrees that service of process on such party by written notice pursuant to Section 11.1 will be deemed effective service of process on such party.

(c)            EVERY PARTY TO THIS AGREEMENT AND ANY OTHER PERSON WHO BECOMES A MEMBER OR HAS RIGHTS AS AN ASSIGNEE OF ANY PORTION OF ANY MEMBER’S MEMBERSHIP INTEREST HEREBY WAIVES ANY RIGHT TO A JURY TRIAL AS TO ANY MATTER UNDER THIS AGREEMENT OR IN ANY OTHER WAY RELATING TO THE COMPANY OR THE RELATIONS UNDER THIS AGREEMENT OR OTHERWISE AS TO THE COMPANY AS BETWEEN OR AMONG ANY SAID PERSONS.

Section 15.9     Invalidity of Provisions. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

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

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

Exhibit A – Series Designation Form

Series Designation of [__],
a series of Every Assets I, LLC

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

Schedule 1

[Insert Asset Description]

EXHIBIT B-1

Series Designation of Series: Wolverine Precious Metals GEM (WOLVERINE),
a series of Every Assets I, LLC

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