December 28, 2022 SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLCLimited Liability Company Agreement • February 17th, 2023 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
This SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLC, (this Agreement) is dated as of December 28, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
Series #TICKER, a series of RSE Collection, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and member of FINRA and SIPC (“Dalmore” or the “BOR”) Subscription Agreement to subscribe for Series #TICKER, a series of RSE...Subscription Agreement • May 16th, 2023 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
Series #82AV1, a series of RSE Collection, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Second Amended and Restated Subscription Agreement to subscribe for Series #82AV1, a...Series • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
SECOND AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • October 12th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Georgia
This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of October 7, 2021 (the “Effective Date”), by and between RSE Collection, 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”).
AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE COLLECTION, LLCAsset Management Agreement • July 14th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • 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 Collection, LLC (the “Series”).
ContractSoftware and Services License Agreement • November 17th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Software and Services License Agreement (including the Schedules, the Privacy Policy and the Terms of Use, any addendums and any applicable company policies referenced therein, collectively and in their entirety, this “Agreement”), is made and effective as of the date set forth on the signature page below (the “Effective Date”), contains the terms and conditions upon which North Capital Investment Technology, Inc. (“NCIT”) grants to the undersigned as licensee (“Licensee”) a license to use certain software, computer programs, business processes, integrated services and documentation more particularly described on Schedule A.
AMENDED AND RESTATED CUSTODY AGREEMENTCustody Agreement • June 22nd, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Amended and Restated Custody Agreement (this “Agreement”) is effective as of __5/3/2022________ (the “Effective Date”) by and among RSE Collection, LLC, a Delaware registered limited liability company (“Issuer”), and DriveWealth, LLC, a New Jersey registered limited liability company (“DriveWealth”). Issuer and DriveWealth are hereby referred to collectively as the “Parties” or each individually as a “Party.”
ContractRSE Collection, LLC • October 15th, 2018 • Motor vehicles & passenger car bodies • New York
THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OTHER APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE THEREOF, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS NOTE IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.
THE DALMORE GROUPBroker-Dealer Agreement • October 12th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Collection, LLC (“Client”) a Delaware Limited Liability Company, and Dalmore Group LLC, a New York Limited Liability Company (“Dalmore”). Each of Client and Dalmore may be referred to herein as a “Party” and, collectively, the “Parties.” Client and Dalmore agree to be bound by the terms of this Agreement, effective as of October 7, 2021 (the “Effective Date”):
LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 14th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • 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 Limited Liability Company Agreement of such limited liability company (this “Agreement”):
AMENDED AND RESTATED SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO RSE COLLECTION, LLCService Agreement • June 22nd, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
THIS AMENDED AND RESTATED SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between RSE Collection, LLC, a Delaware series limited liability company (“Client”), and RSE Transfer Agent LLC, a Delaware limited liability company (the “Transfer Agent”), is dated as of May 3, 2022.
CONSIGNMENT AGREEMENTConsignment Agreement • September 12th, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Consignment Agreement (this “Agreement”) is entered into effective Wednesday August 10th, 2022 (the “Effective Date”), by and between RSE Archive, LLC, a Delaware series limited liability company (“Consignee”), and Glen Trosch (“Consignor”).
Standard Form of Series Designation of Series #TICKER, a series of RSE Collection, LLCRSE Collection, LLC • March 29th, 2021 • Retail-auto dealers & gasoline stations
In accordance with the Fourth Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated March 26, 2021 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Collection Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Collection, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
THE DALMORE GROUPRSE Collection, LLC • July 14th, 2021 • Retail-auto dealers & gasoline stations
This letter confirms the agreement between Dalmore Group, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”), (“Dalmore” or “we” or “us”) and RSE Archive, LLC, RSE Collection, LLC and RSE Innovation, LLC (individually, the “Issuer” or “you” and Collectively, the “Issuers”) as follows:
Standard Form of Series Designation of Series #TICKER, a series of RSE Collection, LLCRSE Collection, LLC • September 25th, 2023 • Retail-auto dealers & gasoline stations
In accordance with the Seventh Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Collection Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Collection, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
TOOLS LICENSE AGREEMENTTools License Agreement • July 14th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Tools License Agreement is made and entered into as of June 29th, 2021 (“Effective Date”), between Rally Holdings LLC ( “Rally”) and Dalmore Group, LLC (“Dalmore”). This Agreement sets forth the terms pursuant to which Dalmore will be permitted to use certain of Rally’s proprietary hosted software tools to perform services for Rally (“Services”) pursuant to the Secondary Market Transactions Engagement Letter entered into as of June 14th, 2021 between Rally and its affiliates RSE Archive, LLC and RSE Collection, LLC, and RSE Innovation, LLC, and Dalmore (the “Services Agreement”).
OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • July 21st, 2023 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Option to Purchase Agreement (this “Agreement”) is entered into effective July 14, 2023 (the “Effective Date”), by and between RSE Collection, LLC (“Optionee”) and 8 Motors, LLC (“Optionor”).
OPTION TO PURCHASEOption to Purchase • February 14th, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Option to Purchase (this “Agreement”) is entered into effective [_____], 20[___] (the “Effective Date”), by and between RSE Collection, LLC (“Optionee”) and [_____] (“Optionor”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 14th, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Asset Purchase Agreement (this “Agreement”) is entered into effective February 11th, 2022 (the “Effective Date”), by and between RSE Collection, LLC (“Buyer”) and Goldin Auctions, LLC (“Seller”).
PPEX ATS COMPANY AGREEMENTAts Company Agreement • July 14th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • 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 Collection, LLC, a Delaware series limited liability company (“RSE Collection”), and each individual series registered under RSE Collection as may be joined to this Agreement by a separately executed joinder agreement (each, a “Series”, and collectively with RSE Collection, “Company”), and (ii) North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”).
Second Amended and Restated Series Designation of Series #90ME1, a series of RSE Collection, LLCRSE Collection, LLC • February 25th, 2019 • Motor vehicles & passenger car bodies
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated February 24, 2019 (the “Agreement”) and upon the execution of this Exhibit 3.49 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #90ME1, a series of RSE Collection, LLC (“Series #90ME1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.49”.
Series Designation of Series #76PT1, a series of RSE Collection, LLCRSE Collection, LLC • December 19th, 2018 • Motor vehicles & passenger car bodies
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.34 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #76PT1, a series of RSE Collection, LLC (“Series #76PT1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.34”.
Exclusive Purchase AgreementExclusive Purchase Agreement • March 29th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Collection, LLC (“Purchaser” or “us” or “we”) and [Seller] (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Amended and Restated Series Designation of Series #75RA1, a series of RSE Collection, LLCRSE Collection, LLC • February 25th, 2019 • Motor vehicles & passenger car bodies
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated February 24, 2019 (the “Agreement”) and upon the execution of this Exhibit 3.41 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #75RA1, a series of RSE Collection, LLC (“Series #75RA1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.41”.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 18th, 2022 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Asset Purchase Agreement (this “Agreement”) is entered into effective May 11th, 2022 (the “Effective Date”), by and between RSE Archive, LLC (“Buyer”) and Haspry Corp (“Seller”).
Amended and Restated Series Designation of Series #82AV1, a series of RSE Collection, LLCRSE Collection, LLC • February 25th, 2019 • Motor vehicles & passenger car bodies
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated February 24, 2019 (the “Agreement”) and upon the execution of this Exhibit 3.38 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #82AV1, a series of RSE Collection, LLC (“Series #82AV1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.38”.
AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #90ME1, A SERIES OF RSE COLLECTION, LLCAsset Management Agreement • November 16th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #90ME1, a Series of RSE Collection, LLC (the “Series”).
CREDIT AND GUARANTY AGREEMENT dated as of November 24, 2020 by and among UPPER90 CAPITAL MANAGEMENT, LP as Agent, the financial institutions from time to time party hereto as Lenders, RALLY HOLDINGS LLC, a Delaware limited liability company, as...Credit and Guaranty Agreement • March 29th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
THIS CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of November 24, 2020, by and among RALLY HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), RSE MARKETS, INC., a Delaware corporation (d/b/a Rally Rd.) (“Holdings”), as a Guarantor, the financial institutions from time to time party hereto (collectively, the “Lenders”) and UPPER90 CAPITAL MANAGEMENT, LP, a Delaware limited partnership (“U90 Management”), as Agent.
Amended and Restated Series Designation of Series #65AG1, a series of RSE Collection, LLCRSE Collection, LLC • February 25th, 2019 • Motor vehicles & passenger car bodies
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated February 24, 2019 (the “Agreement”) and upon the execution of this Exhibit 3.33 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #65AG1, a series of RSE Collection, LLC (“Series #65AG1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.33”.
CUSTODY AGREEMENT For Uncertificated SecuritiesCustody Agreement • February 26th, 2024 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • New York
This Custody Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by and between (i) the issuer as set forth on the signature page hereto, a series limited liability company (“Master LLC”), and each individual series registered under Master LLC as set forth on the signature page hereto or as may be joined to this Agreement from time to time by joinder agreement (each, a “Series”, and collectively with Master LLC, “Issuer”), and (ii) North Capital Private Securities Corporation, a Delaware corporation (“Custodian”, together with Issuer, the “Parties”, and each, a “Party”).
ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #76PT1, A SERIES OF RSE COLLECTION, LLCAsset Management Agreement • December 19th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #76PT1, a Series of RSE Collection, LLC (the “Series”).
Amended and Restated Series Designation of Series #83FB1, a series of RSE Collection, LLCRSE Collection, LLC • June 22nd, 2018 • Motor vehicles & passenger car bodies
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this exhibit 3.6 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #83FB1, a series of RSE Collection, LLC (“Series #83FB1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.6”.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • June 30th, 2017 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Georgia
This Subscription Escrow Agreement (the “Agreement”) is made effective as of _______________, 2017 (the “Effective Date”), by and between RSE Collection, LLC, a Delaware series limited liability company with its principal place of business located at 41 W 25th Street, 8th Floor, New York, NY 10010, (the “Company”), Cuttone & Company, LLC, a New York limited liability company with its principal place of business located at 11 Wall Street, New York, NY 10005 (the “Placement Agent”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
Amended and Restated Series Designation of Series #90MM1, a series of RSE Collection, LLCRSE Collection, LLC • February 25th, 2019 • Motor vehicles & passenger car bodies
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated February 24, 2019 (the “Agreement”) and upon the execution of this Exhibit 3.43 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #90MM1, a series of RSE Collection, LLC (“Series #90MM1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.43”.
Amended and Restated Series Designation of Series #91MV1, a series of RSE Collection, LLCRSE Collection, LLC • November 16th, 2018 • Motor vehicles & passenger car bodies
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.16 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #91MV1, a series of RSE Collection, LLC (“Series #91MV1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.16”.
