Xxxx
Collection LLC (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing Exhibit 11.1.
PART III
– EXHIBITS
Exhibit
Index
| Exhibit
No. |
|
Description |
| 2.1 |
|
Certificate
of Formation of Xxxx Collection LLC |
| 2.2 |
|
Limited
Liability Company Agreement of Xxxx Collection LLC |
| 2.3 |
|
First
Amendment to the Limited Liability Company Agreement of Xxxx Collection LLC |
| 3.1 |
|
Series
Designation for Series Collection Drop 001 Interests |
| 3.2 |
|
Series
Designation for Series Collection Drop 002 Interests |
| 3.3 |
|
Series
Designation for Series Collection Drop 003 Interests |
| 4.1 |
|
Form
of Subscription Agreement for Series Collection Drop 001 Interests |
| 4.2 |
|
Form
of Subscription Agreement for Series Collection Drop 002 Interests |
| 4.3 |
|
Form
of Subscription Agreement for Series Collection Drop 003 Interests |
| 6.1.1 |
|
Broker-Dealer
Services Agreement, dated November 15, 2019, between Xxxx Collection LLC and North Capital Private Securities Corporation |
| 6.1.2 |
|
First Amendment to Broker-Dealer Services Agreement, dated February XX, 2020, between Xxxx Collection LLC and North Capital Private Securities Corporation
|
| 6.2 |
|
Asset
Management Agreement, dated November 22, 2019, between Xxxx Xxxxxx, Inc. and Series Collection Drop 001, a Series of Xxxx
Collection LLC |
| 6.3 |
|
Purchase
and Sale Agreement, dated November 22, 2019, between Series Collection Drop 001, a Series of Xxxx Collection LLC, and Xxxx
Wealth, Inc. |
| 6.4 |
|
Promissory
Note issued by Series Collection Drop 001, a Series of Xxxx Collection LLC, in favor of Xxxx Xxxxxx, Inc. on November 22,
2019 |
| 6.5 |
|
Asset
Management Agreement, dated November 25, 2019, between Xxxx Xxxxxx, Inc. and Series Collection Drop 002, a Series of Xxxx
Collection LLC |
| 6.6 |
|
Purchase
and Sale Agreement, dated November 25, 2019, between Series Collection Drop 002, a Series of Xxxx Collection LLC, and Xxxx
Wealth, Inc. |
| 6.7 |
|
Promissory
Note issued by Series Collection Drop 002, a Series of Xxxx Collection LLC, in favor of Xxxx Xxxxxx, Inc. on November 25,
2019 |
| 6.8 |
|
Asset
Management Agreement, dated November 25, 2019, between Xxxx Xxxxxx, Inc. and Series Collection Drop 003, a Series of Xxxx
Collection LLC |
| 6.9 |
|
Purchase
and Sale Agreement, dated November 25, 2019, between Series Collection Drop 003, a Series of Xxxx Collection LLC, and Xxxx
Wealth, Inc. |
| 6.10 |
|
Promissory
Note issued by Series Collection Drop 003, a Series of Xxxx Collection LLC, in favor of Xxxx Xxxxxx, Inc. on November 25,
2019 |
| 8.1 |
|
Escrow
Agreement, dated November 26, 2019, among North Capital Private Securities Corporation, Xxxx Wealth, Inc. and Series Collection
Drop 001, a Series of Xxxx Collection LLC |
| 8.2 |
|
Escrow
Agreement, dated November 26, 2019, among North Capital Private Securities Corporation, Xxxx Wealth, Inc. and Series Collection
Drop 002, a Series of Xxxx Collection LLC |
| 8.3 |
|
Escrow
Agreement, dated November 26, 2019, among North Capital Private Securities Corporation, Xxxx Wealth, Inc. and Series Collection
Drop 003, a Series of Xxxx Collection LLC |
| 11.1 |
|
Consent of Artesian CPA LLC |
| 11.2 |
|
Consent
of CrowdCheck Law LLP (included in Exhibit 12.1) |
| 12.1 |
|
Opinion
of CrowdCheck Law LLP |
| 13.1 |
|
Testing
the Xxxxxx - Xxxx Platform Page |
| 13.2 |
|
Testing
the Waters – Series Collection Drop 002 |
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 New York, State of New York, on March 12, 2020.
| |
XXXX
COLLECTION LLC |
| |
By:
Xxxx Xxxxxx, Inc., its managing member |
| |
|
| |
By: |
/s/
Xxxxxxx Xxxxxxxxxxxxxxx |
| |
|
Xxxxxxx
Xxxxxxxxxxxxxxx
Chief Executive Officer |
This
offering statement has been signed by the following persons, in the capacities, and on the dates indicated.
| SIGNATURE |
|
TITLE |
|
DATE |
| |
|
|
|
|
| /s/
Xxxxxxx Xxxxxxxxxxxxxxx |
|
Chief
Executive Officer and Director of Xxxx Xxxxxx, Inc. |
|
March
12, 2020 |
| Xxxxxxx
Xxxxxxxxxxxxxxx |
|
(principal
executive officer and principal financial and |
|
|
| |
|
accounting officer) |
|
|
| |
|
|
|
|
| Xxxx
Wealth, Inc. |
|
Managing
Member |
|
March
12, 2020 |
| |
|
|
|
|
| By:
|
/s/
Xxxxxxx Xxxxxxxxxxxxxxx |
|
|
|
|
| Name:
Xxxxxxx Xxxxxxxxxxxxxxx |
|
|
|
|
| Title:
Chief Executive Officer |
|
|
|
|
| |
|
|
|
|
|
