0001768126-21-000035 Sample Contracts

July 16, 2021 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE, LLC
Limited Liability Company Agreement • September 7th, 2021 • RSE Archive, LLC • Retail-retail stores, nec • Delaware

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.

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AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE ARCHIVE, LLC
Asset Management Agreement • September 7th, 2021 • RSE Archive, LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 202_ is entered into between Rally Holdings LLC, a limited liability company organized under the laws of the State of Delaware (the “Asset Manager”), and Series #TICKER, a Series of RSE Archive, LLC (the “Series”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • September 7th, 2021 • RSE Archive, LLC • Retail-retail stores, nec • Delaware

The undersigned member (the “Member”) hereby, and with the filing of a certificate of formation, forms a limited liability company pursuant to and in accordance with the Limited Liability Company Act of the State of Delaware, as amended from time to time (the “Act”), and hereby declares the following to be the Amended and Restated Limited Liability Company Agreement of such limited liability company (this “Agreement”):

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