FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLLECTABLE SPORTS ASSETS, LLC
Exhibit 2.33
FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
COLLECTABLE SPORTS ASSETS, LLC
THIS FIFTH AMENDMENT TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COLLECTABLE SPORTS ASSETS, LLC (the “Company”), dated effective as of November 4, 2020 (this “Amendment”), is made and entered into by the Members of the Company who have executed this Amendment.
RECITALS
WHEREAS, the Company is governed by that certain Amended and Restated Operating Agreement, dated as of July 7, 2020 (the “the Original Operating Agreement”), as amended by that certain First Amendment to Limited Liability Company Agreement dated as of August 31, 2020 (the “First Amendment”), as further amended by that certain Second Amendment to Limited Liability Company Agreement dated as of September 14, 2020 (the “Second Amendment”) as further amended by that certain Third Amendment to Limited Liability Company Agreement dated as of September 28, 2020 (the “Third Amendment”), as further amended by that certain Third Amendment to Limited Liability Company Agreement dated as of October 12, 2020, as further amended by that certain Fourth Amendment to Limited Liability Company Agreement dated as of October 12, 2020 (the “Fourth Amendment”) and, together with the Original Operating Agreement, the “Existing Operating Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given them in the Existing Operating Agreement.
WHEREAS, the Company wishes to amend the Existing Operating Agreement to amend the terms of one of the Series that has not yet offered by the Company and add three additional Series to be issued by the Company.
WHEREAS, pursuant to section 12.1, the Managing Member, without the consent of any Economic Member, may amend any of the terms of the Existing Operating Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Existing Operating Agreement is hereby amended as follows:
1. The Table of Contents to the Existing Operating Agreement is amended to
add the following immediately below the references to the Exhibits: |
Exhibit 28 – Series Designation for Series #banks1954psa9, a series of Collectable Sports Assets, LLC
Exhibit 29 – Series Designation for Series #mantle1952bowmanpsa8, a series of Collectable Sports Assets, LLC
Exhibit 30 – Series Designation for Series #koufax1955psa8.5, a series of Collectable Sports Assets, LLC
Exhibit 31 – Series Designation for Series #durantchromerefractorpsa10, a series of Collectable Sports Assets, LLC
Exhibit 32 – Series Designation for Series #Giannisimmaculate, a series of Collectable Sports Assets, LLC
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 1 of 6
2. Section 15.11(a) of the Existing Operating Agreement is amended to delete the “and” that appears at the end of current subsection (xxv), replace the “.” that appears at the end of current subsection (xxvi) with a “;”, and to add the following immediately below current subsection (xxvi) thereof:
(xxvii) Series #banks1954psa9;
(xxviii) Series #mantle1952bowmanpsa8;
(xxix) Series #koufax1955psa8.5;
(xxx) Series #rantchromerefractorpsa10; and
(xxxi) Series #Giannisimmaculate.
3. Section 15.11(b) of the Existing Operating Agreement change the reference from “Exhibits 1-27” to “Exhibits 1-32”.
4. Signature blocks for each of Series SERIES #banks1954psa9; SERIES #mantle1952bowmanpsa8; SERIES #koufax1955psa8.5; SERIES #durantchromerefractorpsa10; and SERIES #Giannisimmaculate. SHALL BE ADDED TO THE SIGNATURE PAGE(S).
5. Exhibits 12, 13, 14, 15 and 16 to the Existing Operating Agreement is amended to delete the reference to “Consignment Agreement dated as of October 11, 2020” and replace it with “Consignment Agreement dated as of November 3, 2020”. Exhibit 22 to the Existing Operating Agreement is amended to delete the reference to “Consignment Agreement dated as of October 8, 2020” and replace it with “Consignment Agreement dated as of November 4, 2020”. Exhibit 23 to the Existing Operating Agreement is amended to add “, as amended as of November 4, 2020,” immediately following the reference to “Consignment Agreement dated as of October 6, 2020”. Exhibit 26 to the Existing Operating Agreement is amended to delete the reference to “Consignment Agreement dated as of October 14, 2020” and replace it with “Consignment Agreement dated as of November 1, 2020”.
6. Schedules I through V to this Amendment shall be added, respectively, as Exhibits 28 through 32 to the Existing Operating Agreement.
7. No Other Modification. Except as specifically modified herein, all terms and conditions of the Existing Operating Agreement remain unmodified and in full force and effect.
8. Headings. The section headings contained in this Amendment are for reference purposes only and will not affect in any way the meaning or interpretation of this Amendment.
9. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.
[Signatures on Next Page]
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 2 of 6
Signature Page
to
AMENDMENT NO. 4 TO Amended and Restated Limited Liability Company Agreement of Collectable Sports Assets, LLC
IN WITNESS WHEREOF, this Fourth Amendment to the Operating Agreement of COLLECTABLE SPORTS ASSETS, LLC is executed effective as of the date first written above.
MANAGING MEMBER OF THE COMPANY: | MANAGING MEMBER OF SERIES #CURRYBASKET: | |||
CS Assets Manager, LLC, a Delaware limited liability company | By: CS Assets Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES #RUTHGEHRHIGBALL: | MANAGING MEMBER OF SERIES #LEBRONROOKIE: | |||
By: CS Assets Manager, LLC, a Delaware limited liability company | By: CS Assets Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#COBBMINTE98: | #KAWHIBASKET: | |||
By: CS Assets Manager, LLC, a Delaware limited liability company | By: CS Assets Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES #MANTLEMINT1953: | MANAGING MEMBER OF SERIES #JORDANPSA10 | |||
By: CS Assets Manager, LLC, a Delaware limited liability company | By: CS Assets Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 3 of 6
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#LUKA ROOKIE: | #XXXXXXX ROOKIE: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#MAGICBIRDDRJ: | #JackieRobinsonAutoBat: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#Unitas1965Jersey: | #AliWBCBelt: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#ChamberlainHSUNIFORM: | #AlcindorUCLAJACKET: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#TroutGlove: | #55JackieRobinsonPSA10: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#MookieBettsGlove: | #LeBronBlackRefractor: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 4 of 6
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
##LamarJacksonBasket: | #GiannisRPA: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#BradyRookie: | #1986WAX: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO | |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#SEAVER1971PSA10: | #GretzkyOpeechee1979: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#ZionRPABGS9: | #banks1954psa9: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 5 of 6
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#mantle1952bowmanpsa8: | #koufax1955psa8.5: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
MANAGING MEMBER OF SERIES | MANAGING MEMBER OF SERIES | |||
#durantchromerefractorpsa10: | #Giannisimmaculate: | |||
By: CS Asset Manager, LLC, a Delaware limited liability company | By: CS Asset Manager, LLC, a Delaware limited liability company | |||
By: | /s/ Xxxx Xxxxxx | By: | /s/ Xxxx Xxxxxx | |
Name: | Xxxx Xxxxxx | Name: | Xxxx Xxxxxx | |
Title: | CEO | Title: | CEO |
Fifth Amendment to Limited Liability Company Agreement – Collectable Sports Assets, LLC – Page 6 of 6
Schedule I to Fifth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement
Exhibit 28
Series Designation of #BANKS1954PSA9,
a series of Collectable Sports Assets, LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, 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.
Name of Series | #BANKS1954PSA9, a series of Collectable Sports Assets, LLC, a Delaware limited liability company |
Date of establishment | November 4, 2020 |
Managing Member | CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #BANKS1954PSA9 with effect from the effective date hereof and shall continue to act as the Managing Member of #BANKS1954PSA9 until dissolution of #BANKS1954PSA9 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
Initial Member | CS Asset Manager, LLC, a Delaware limited liability company |
Series Asset | The Series Assets of #BANKS1954PSA9 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #BANKS1954PSA9 through that certain Consignment Agreement dated as of November 2, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #BANKS1954PSA9 from time to time, as determined by the Managing Member in its sole discretion. |
Asset Manager | CS Asset Manager, LLC, a Delaware limited liability company. |
Management Fee | As stated in Section 7.1 of the Agreement. |
Issuance | Subject to Section 6.3(a)(i), the maximum number of #BANKS1954PSA9 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $90,000. |
Number of #BANKS1954PSA9 Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 0.5% and may purchase additional #BANKS1954PSA9 Interests (including in excess of 10%), in its sole discretion, through the Offering. |
Broker | Dalmore Group, LLC, a New York limited liability company. |
Brokerage Fee | Up to 1.00% of the gross proceeds of the Interests from #BANKS1954PSA9 sold at the Initial Offering of the #BANKS1954PSA9 Interests (excluding the #BANKS1954PSA9 Interests acquired by any Person other than Investor Members). |
Other rights | Holders of #BANKS1954PSA9 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #BANKS1954PSA9 Interests. |
Officers | There shall initially be no specific officers associated with #BANKS1954PSA9, although, the Managing Member may appoint Officers of #BANKS1954PSA9 from time to time, in its sole discretion. |
Aggregate Ownership Limit | As stated in Section 1.1. |
Minimum Interests | One (1) Interest per Member. |
Schedule 1
Overview and authentication
• | #Banks1954Topps9 is a core asset in one of the most popular baseball card sets ever made, containing 250 cards. The 1954 Topps set contains three ultra-important rookie cards - #94 Xxxxx Xxxxx, #128 Xxxx Xxxxx and #201 Xx Xxxxxx, all Hall of Famers. |
• | The 1954 Topps set carries historical significance for the history of the trading card industry. It was produced during heated competition between two rival manufacturers, the more established Xxxxxx and the upstart Topps. |
• | This asset is Xxxxx Xxxxx rookie card, and certainly his most prominent and valuable card produced. One of the unique aspects of his rookie card is how young Banks looks in his headshot. |
• | The card itself can be challenging to find well-centered and absent pesky print defects in the white background. |
Notable Features:
• | #Banks1954Topps9 has considerable eye appeal, considered one of the most aesthetically pleasing cards in circulation. The card boasts four strong corners, fresh edges, and near flawless surfaces. |
• | The asset’s print and coloring is virtually pack fresh with zero print snow or other notable blemishes. |
Notable Defects:
There are none.
Depreciation
The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the Series #BANKS1954PSA9 going forward.
SERIES #Banks1954PSA9 | |
Sport | Baseball |
Professional League | Major League Baseball |
Player | Xxxxx Xxxxx |
Team | Chicago Cubs |
Year | 1954 |
Memorabilia Type | Trading Card |
Manufacturer | Topps |
Set Number | #94 |
Population Report | N/A |
Subject | Xxxxx Xxxxx |
Authentication | PSA 31438411 |
Grade | Mint 9 |
Schedule II to Fifth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement
Exhibit 29
Series Designation of #MANTLE1952BOWMANPSA8,
a series of Collectable Sports Assets, LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, 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.
Name of Series | #MANTLE1952BOWMANPSA8, a series of Collectable Sports Assets, LLC, a Delaware limited liability company |
Date of establishment | November 4, 2020 |
Managing Member | CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #MANTLE1952BOWMANPSA8 with effect from the effective date hereof and shall continue to act as the Managing Member of #MANTLE1952BOWMANPSA8 until dissolution of #MANTLE1952BOWMANPSA8 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
Initial Member | CS Asset Manager, LLC, a Delaware limited liability company |
Series Asset | The Series Assets of #MANTLE1952BOWMANPSA8 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #MANTLE1952BOWMANPSA8 through that certain Consignment Agreement dated as of November 2, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #MANTLE1952BOWMANPSA8 from time to time, as determined by the Managing Member in its sole discretion. |
Asset Manager | CS Asset Manager, LLC, a Delaware limited liability company. |
Management Fee | As stated in Section 7.1 of the Agreement. |
Issuance | Subject to Section 6.3(a)(i), the maximum number of #MANTLE1952BOWMANPSA8 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $20,000. |
Number of #MANTLE1952BOWMANPSA8 Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 0.5% and may purchase additional #MANTLE1952BOWMANPSA8 Interests (including in excess of 10%), in its sole discretion, through the Offering. |
Broker | Dalmore Group, LLC, a New York limited liability company. |
Brokerage Fee | Up to 1.00% of the gross proceeds of the Interests from #MANTLE1952BOWMANPSA8 sold at the Initial Offering of the #MANTLE1952BOWMANPSA8 Interests (excluding the #MANTLE1952BOWMANPSA8 Interests acquired by any Person other than Investor Members). |
Other rights | Holders of #MANTLE1952BOWMANPSA8 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #MANTLE1952BOWMANPSA8 Interests. |
Officers | There shall initially be no specific officers associated with #MANTLE1952BOWMANPSA8, although, the Managing Member may appoint Officers of #MANTLE1952BOWMANPSA8 from time to time, in its sole discretion. |
Aggregate Ownership Limit | As stated in Section 1.1. |
Minimum Interests | One (1) Interest per Member. |
Schedule 1
Asset Description
Overview and authentication
• | #MantleBowman1952PSA8 is a very important second-year issue of Xxxxxx Xxxxxx and considered one of his best looking cards. |
• | The 1952 Xxxxxx is considered one of the most underappreciated and overlooked Mantle cards throughout the years despite its aesthetics. Much attention has been paid to his classic 1952 Topps card, a card with a larger format and stronger overall set; however, many view the ‘52 Xxxxxx as a more affordable and underappreciated alternative. The 1952 Xxxxxx’x are considered an “elegant alternative” to the Topps issue, and represent a rare affordable offering from that golden post-War era of sports cards. |
• | In 1952, Mantle began to develop into the superstar he would become. He hit .311 with 23 home runs and 94 runs scored, making his first All-Star appearance. The very next year, Mantle would behin a run of nine straight seasons of 100 runs scored or more as part of a potent Yankee lineup.
The 1952 Xxxxxx set showcases 252 cards. |
Notable Features:
• | Measuring 2-⅙” by 3-⅛”, card fronts feature artistic reproductions of player photos and facsimile autographs. The backs include personal data, biographical information, the card number and details on a mail-in offer. |
• | The card contains bright white borders, fresh edges, and great print abound from every angle. |
Notable Defects:
There are none.
Depreciation
The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the Series #MANTLE1952BOWMANPSA89 going forward.
SERIES #Mantle1952BowmanPSA8 | |
Sport | Baseball |
Professional League | Major League Baseball |
Player | Xxxxxx Xxxxxx |
Team | New York Yankees |
Year | 1952 |
Memorabilia Type | Card |
Manufacturer | Xxxxxx |
Card Number | 101 |
Population Report | 114 (PSA 8) |
Subject | Xxxxxx Xxxxxx |
Authentication | PSA 28437160 |
Grade | NM-MT 8 |
Schedule III to Fifth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement
Exhibit 30
Series Designation of #KOUFAX1955PSA8.5,
a series of Collectable Sports Assets, LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, 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.
Name of Series | #KOUFAX1955PSA8.5, a series of Collectable Sports Assets, LLC, a Delaware limited liability company |
Date of establishment | November 4, 2020 |
Managing Member | CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #KOUFAX1955PSA8.5 with effect from the effective date hereof and shall continue to act as the Managing Member of #KOUFAX1955PSA8.5 until dissolution of #KOUFAX1955PSA8.5 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
Initial Member | CS Asset Manager, LLC, a Delaware limited liability company |
Series Asset | The Series Assets of #KOUFAX1955PSA8.5 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #KOUFAX1955PSA8.5 through that certain Consignment Agreement dated as of November 2, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #KOUFAX1955PSA8.5 from time to time, as determined by the Managing Member in its sole discretion. |
Asset Manager | CS Asset Manager, LLC, a Delaware limited liability company. |
Management Fee | As stated in Section 7.1 of the Agreement. |
Issuance | Subject to Section 6.3(a)(i), the maximum number of #KOUFAX1955PSA8.5 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $35,000. |
Number of #KOUFAX1955PSA8.5 Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 0.5% and may purchase additional #KOUFAX1955PSA8.5 Interests (including in excess of 10%), in its sole discretion, through the Offering. |
Broker | Dalmore Group, LLC, a New York limited liability company. |
Brokerage Fee | Up to 1.00% of the gross proceeds of the Interests from #KOUFAX1955PSA8.5 sold at the Initial Offering of the #KOUFAX1955PSA8.5 Interests (excluding the #KOUFAX1955PSA8.5 Interests acquired by any Person other than Investor Members). |
Other rights | Holders of #KOUFAX1955PSA8.5 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #KOUFAX1955PSA8.5 Interests. |
Officers | There shall initially be no specific officers associated with #KOUFAX1955PSA8.5, although, the Managing Member may appoint Officers of #KOUFAX1955PSA8.5 from time to time, in its sole discretion. |
Aggregate Ownership Limit | As stated in Section 1.1. |
Minimum Interests | One (1) Interest per Member. |
Schedule 1
Asset Description
Overview and authentication
• | #Koufax1955PSA8.5 is Xxxxx Xxxxxx’x rookie card and the clear card to own of the baseball icon. |
• | One of the key pillars in the 1955 Topps baseball set, a set that has always been regarded as one of Topps’ best productions. |
• | Given the light colored background along the face of the card, any condition issues are easily seen making high grades rare and valuable. |
• | The card is considered one of the most iconic and coveted cards of the Post-War Era. |
• | Xxxxxx’x portrait has been described as “unassuming and near-perfect, much like the pitcher was on the mound.” |
Notable Features:
• | The debut-year collectible of Xxxxxx has never relinquished its status as one of the most visually captivating gum cards ever made. The card features a youthful but deceptively innocent-looking Xxxxx Xxxxxx. |
Notable Defects:
There are none.
Depreciation
The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the Series #KOUFAX1955PSA8.59 going forward.
SERIES # Koufax1955PSA8.5
| |
Sport | Baseball |
Professional League | Major League Baseball |
Player | Xxxxx Xxxxxx |
Team | Los Angeles Dodgers |
Year | 1955 |
Memorabilia Type | Trading Card |
Manufacturer | Topps |
Card Number | #123 |
Population Report | 17 (NM-MT 8 +) |
Subject | Xxxxx Xxxxxx |
Authentication | PSA 28666119 |
Grade | NM-MT + 8.5 |
Schedule IV to Fifth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement
Exhibit 31
Series Designation of #DURANTCHROMEREFRACTORPSA10,
a series of Collectable Sports Assets, LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, 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.
Name of Series | #DURANTCHROMEREFRACTORPSA10, a series of Collectable Sports Assets, LLC, a Delaware limited liability company |
Date of establishment | November 4, 2020 |
Managing Member | CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #DURANTCHROMEREFRACTORPSA10 with effect from the effective date hereof and shall continue to act as the Managing Member of #DURANTCHROMEREFRACTORPSA10 until dissolution of #DURANTCHROMEREFRACTORPSA10 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
Initial Member | CS Asset Manager, LLC, a Delaware limited liability company |
Series Asset | The Series Assets of #DURANTCHROMEREFRACTORPSA10 shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #DURANTCHROMEREFRACTORPSA10 through that certain Consignment Agreement dated as of November 2, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #DURANTCHROMEREFRACTORPSA10 from time to time, as determined by the Managing Member in its sole discretion. |
Asset Manager | CS Asset Manager, LLC, a Delaware limited liability company. |
Management Fee | As stated in Section 7.1 of the Agreement. |
Issuance | Subject to Section 6.3(a)(i), the maximum number of #DURANTCHROMEREFRACTORPSA10 Interests the Company can issue may not exceed the purchase price, in the aggregate, of $20,000. |
Number of #DURANTCHROMEREFRACTORPSA10 Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 0.5% and may purchase additional #DURANTCHROMEREFRACTORPSA10 Interests (including in excess of 10%), in its sole discretion, through the Offering. |
Broker | Dalmore Group, LLC, a New York limited liability company. |
Brokerage Fee | Up to 1.00% of the gross proceeds of the Interests from #DURANTCHROMEREFRACTORPSA10 sold at the Initial Offering of the #DURANTCHROMEREFRACTORPSA10 Interests (excluding the #DURANTCHROMEREFRACTORPSA10 Interests acquired by any Person other than Investor Members). |
Other rights | Holders of #DURANTCHROMEREFRACTORPSA10 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #DURANTCHROMEREFRACTORPSA10 Interests. |
Officers | There shall initially be no specific officers associated with #DURANTCHROMEREFRACTORPSA10, although, the Managing Member may appoint Officers of #DURANTCHROMEREFRACTORPSA10 from time to time, in its sole discretion. |
Aggregate Ownership Limit | As stated in Section 1.1. |
Minimum Interests | One (1) Interest per Member. |
Schedule 1
Asset Description
Overview and authentication
• | The 2007 Topps Chrome Refractor Xxxxx Xxxxxx Rookie Card is considered one of the crown jewels of one of the greatest basketball players of all time. Xxxxx has already secured his spot in history among the greats, and he continues to add to his achievements. |
• | This 2007 Topps basketball set features 160-cards featuring past legends and contemporary stars in cards #1-#110, with NBA rookies found on cards #111-#160. Xxxxx Xxxxxx is the key rookie to the set. Along with standard base cards comes a host of serial numbered parallels and inserts, notably the 1957/58 variations featuring contemporary players. |
• | Its susceptible chromium surface combined with centering issues and perimeter sensitivity on its make this car difficult to source in top condition. |
• | This iconic '07 Topps Chrome Refractor parallel depicts the future HOFer in a classic Seattle Super Sonics jersey during his rookie campaign. |
Notable Features:
• | Bordered by faultless edges and rock-solid GEM MINT corners. The surfaces are void of any typical refractor lines with vivid color and precise registration. |
Notable Defects:
There are none.
Depreciation
The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the Series #DURANTCHROMEREFRACTORPSA109 going forward.
SERIES #DurantChromeRefractorPSA | |
Sport | Basketball |
Professional League | National Basketball Association |
Player | Xxxxx Xxxxxx |
Team | Seattle Supersonics |
Year | 2007 |
Memorabilia Type | Trading Card |
Manufacturer | Topps |
Number | 131 |
Population Report | 12500 |
Subject | Xxxxx Xxxxxx |
Authentication | PSA 29022979 |
Grade | GEM MT 10 |
Schedule V to Fifth Amendment to Collectable Sports Assets, LLC Amended and Restated Limited Liability Company Agreement
Exhibit 32
Series Designation of #GIANNISIMMACULATE,
a series of Collectable Sports Assets, LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Collectable Sports Assets, 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.
Name of Series | #GIANNISIMMACULATE, a series of Collectable Sports Assets, LLC, a Delaware limited liability company |
Date of establishment | November 4, 2020 |
Managing Member | CS Asset Manager, LLC, a Delaware limited liability company, is appointed as the Managing Member of #GIANNISIMMACULATE with effect from the effective date hereof and shall continue to act as the Managing Member of #GIANNISIMMACULATE until dissolution of #GIANNISIMMACULATE pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X. |
Initial Member | CS Asset Manager, LLC, a Delaware limited liability company |
Series Asset | The Series Assets of #GIANNISIMMACULATE shall comprise the asset as further described in Schedule 1 attached hereto, which will be acquired by #GIANNISIMMACULATE through that certain Consignment Agreement dated as of October 31, 2020, and any assets and liabilities associated with such asset and such other assets and liabilities acquired by #GIANNISIMMACULATE from time to time, as determined by the Managing Member in its sole discretion. |
Asset Manager | CS Asset Manager, LLC, a Delaware limited liability company. |
Management Fee | As stated in Section 7.1 of the Agreement. |
Issuance | Subject to Section 6.3(a)(i), the maximum number of #GIANNISIMMACULATE Interests the Company can issue may not exceed the purchase price, in the aggregate, of $75,000. |
Number of #GIANNISIMMACULATE Interests held by the Managing Member and its Affiliates |
The Managing Member must purchase a minimum of 0.5% and may purchase additional #GIANNISIMMACULATE Interests (including in excess of 10%), in its sole discretion, through the Offering. |
Broker | Dalmore Group, LLC, a New York limited liability company. |
Brokerage Fee | Up to 1.00% of the gross proceeds of the Interests from #GIANNISIMMACULATE sold at the Initial Offering of the #GIANNISIMMACULATE Interests (excluding the #GIANNISIMMACULATE Interests acquired by any Person other than Investor Members). |
Other rights | Holders of #GIANNISIMMACULATE Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of #GIANNISIMMACULATE Interests. |
Officers | There shall initially be no specific officers associated with #GIANNISIMMACULATE, although, the Managing Member may appoint Officers of #GIANNISIMMACULATE from time to time, in its sole discretion. |
Aggregate Ownership Limit | As stated in Section 1.1. |
Minimum Interests | One (1) Interest per Member. |
Schedule 1
Asset Description
Overview and authentication
• | Considered one of the hottest Rookie Patch Autographs on the market of one of the NBA’s most talented and marketable young stars. With the overall popularity and importance that comes with these elite Immaculate Collection RPA’s, the limited print runs create favorable supply and demand dynamics for long term returns. |
Prominent collectors consider Giannis Antetokounmpo to have similar collectibility to immortals like Xxxxxxx Xxxxxx and XxXxxx Xxxxx. | |
• | The limited-edition piece is serial-numbered "54/99." Gem Mint condition. |
• | There are only 7 2013 Panini Immaculate Autograph Patch #131 graded a PSA Gem Mint 10 |
Notable Features:
• | This card presents an action image of the young Milwaukee Bucks star, along with a desirable multi-colored and letter-segment, event-worn jersey patch. He has penned a very strong, blue ink signature on the obverse of the "Immaculate Collection" entry. |
• | Text on the card's back states Panini America, Inc.'s warranty for the authenticity of the signature and genuineness of the patch component, and serves as the item's COA. |
Notable Defects:
There are none.
Depreciation
The Company treats Memorabilia and Collectibles assets as collectible and therefore will not depreciate or amortize the Series #GIANNISIMMACULATE9 going forward.
SERIES #GiannisImmaculate | |
Sport | Basketball |
Professional League | National Basketball Association |
Player | Giannis Antetokounmpo |
Team | Milwaukee Bucks |
Year | 2013 |
Memorabilia Type | Trading Card |
Manufacturer | Panini |
Card | 131 |
Numbered | 54/99 |
Subject | Giannis Antetokounmpo |
Authentication | PSA 27614437 |
Grade | GEM MT 10 |