0001933804-22-000003 Sample Contracts

May 26, 2022 LIMITED LIABILITY COMPANY AGREEMENT OF RSE PORTFOLIO, LLC
Limited Liability Company Agreement • September 19th, 2022 • RSE Portfolio, LLC • Real estate • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT OF RSE PORTFOLIO, LLC, (this Agreement) is dated as of May 25, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

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SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • September 19th, 2022 • RSE Portfolio, LLC • Real estate • Georgia

This Subscription Escrow Agreement (the “Agreement”) is made effective as of May 3, 2022 (the “Effective Date”), by and between RSE Portfolio, LLC, a Delaware series limited liability company with its principal place of business located at 250 Lafayette Street, 2nd Floor, New York, NY 10012 (the “Company”), Dalmore Group, LLC, a New York limited liability company with its principal place of business located at 525 Green Place, Woodmere, NY 11598 (the “Broker of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).

ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE PORTFOLIO, LLC
Asset Management Agreement • September 19th, 2022 • RSE Portfolio, LLC • Real estate • 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 Portfolio, LLC (the “Series”).

PPEX ATS COMPANY AGREEMENT
Ats Company Agreement • September 19th, 2022 • RSE Portfolio, LLC • Real estate • New York

This PPEX ATS Company Agreement (including the policies and documents referenced below, collectively, this “Agreement”), effective as of the effective date set forth below (“Effective Date”), is entered into by and between (i) RSE Portfolio, LLC, a Delaware series limited liability company (“RSE Portfolio”), and each individual series registered under RSE Portfolio as may be joined to this Agreement by a separately executed joinder agreement (each, a “Series”, and collectively with RSE Portfolio, “Company”), and (ii) North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”).

Standard Form of Series Designation of Series #TICKER, a series of RSE Portfolio, LLC
RSE Portfolio, LLC • September 19th, 2022 • Real estate

In accordance with the Limited Liability Company Agreement of RSE Portfolio, LLC (the “Company”) dated May 26, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Portfolio Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Portfolio, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.

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