Escrow Agreement FOR SECURITIES OFFERINGEscrow Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • Delaware
This Escrow Agreement, effective as of _____________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and StartEngine Collectibles Fund II LLC, a Delaware limited liability company (“Issuer”) located at 3900 W. Alameda Ave, Burbank, CA 91505.
LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLC LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLCLimited Liability Company Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF STARTENGINE COLLECTIBLES FUND II LLC (this “Agreement”) is entered into this 26th day of October, 2021 between StartEngine Assets LLC, a Delaware limited liability company (the “Administrative Manager” and the “Managing Member”), and the Asset Manager, which shall be StartEngine Assets LLC, unless another party is an Asset Manager appointed by the Managing Member for a series and such party becomes a party hereto through an executed joinder agreement substantially in the form set forth in Exhibit A hereto.
SUBSCRIPTION AGREEMENTSubscription Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • California
This Asset Purchase Agreement (“Agreement”) is entered into as of ________ (the “Effective Date”) by and between StartEngine Assets, LLC, a Delaware limited liability company doing business at 3900 W. Alameda Ave, Suite 1200, Burbank, CA 91505 (“Seller”), and [SERIES NAME] (the “Series”), a series of StartEngine Collectibles Fund II LLC, a Delaware limited liability company doing business at 3900 W. Alameda Ave, Suite 1200, Burbank, CA 91505 (both the Series, and StartEngine Collectibles Fund II LLC are referred to as “Buyer” as the context requires). Buyer and Seller are each referred to as a “Party” and collectively as the “Parties.”
FORM OF STARTENGINE COLLECTIBLES FUND II LLC INTERCOMPANY AGREEMENTLLC Intercompany Agreement • February 1st, 2022 • StartEngine Collectibles Fund II LLC • California
This intercompany agreement (“Agreement”) is made effective as of [ ], 2022 (the “Effective Date”) by and between STARTENGINE ASSETS LLC (“StartEngine Assets”), and, STARTENGINE COLLECTIBLES FUND II LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to [SERIES NAME] a Series of STARTENGINE COLLECTIBLES FUND II LLC, and is intended to set forth certain representations, covenants and agreements between StartEngine Assets and the Company with respect to the offering (the “Offering”) for sale by the Company of its [Series] membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. StartEngine Asset and
SERIES], a Series of StartEngine Collectibles Fund II LLCStartEngine Collectibles Fund II LLC • February 1st, 2022
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of StartEngine Collectibles Fund II LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
