Series #TICKER, a series of RSE Archive, 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 • September 30th, 2024 • RSE Archive, LLC • Retail-retail stores, nec • Delaware
December 28, 2022 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE, LLCLimited Liability Company Agreement • January 11th, 2023 • RSE Archive, LLC • Retail-retail stores, nec • Delaware
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGING MEMBER 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.
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • October 15th, 2021 • RSE Archive, LLC • Retail-retail stores, nec • Georgia
This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of October 12, 2021 (the “Effective Date”), by and between RSE Archive, 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 ARCHIVE, LLCAsset 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”).
ContractSoftware and Services License Agreement • December 1st, 2021 • RSE Archive, LLC • Retail-retail stores, nec • 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 7th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
This Amended and Restated Custody Agreement (this “Agreement”) is effective as of __5/3/2022________ (the “Effective Date”) by and among RSE Archive, 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.”
DocuSign Envelope ID: 5BAFF36D-8B91-42A0-BF1B-295C022CF437Broker-Dealer Agreement • August 17th, 2022 • RSE Archive, LLC • Retail-retail stores, nec
Amended and Restated Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Archive, 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 August 15, 2022 (the “Effective Date”):
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • July 16th, 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”):
Standard Form of Series Designation of Series #TICKER, a series of RSE Archive, LLCSeries Designation • September 29th, 2023 • RSE Archive, LLC • Retail-retail stores, nec
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Archive, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Archive Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Archive, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
AMENDED AND RESTATED SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO RSE ARCHIVE, LLCService Agreement • June 7th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
THIS AMENDED AND RESTATED SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between RSE Archive, 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 • January 19th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
This Consignment Agreement (this “Agreement”) is entered into effective [_____], 20[___] (the “Effective Date”), by and between RSE Archive, LLC, a Delaware series limited liability company (“Consignee”), and [_____] (“Consignor”).
PPEX ATS COMPANY AGREEMENTCompany Agreement • December 1st, 2021 • RSE Archive, LLC • Retail-retail stores, nec • 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 Archive, LLC, a Delaware series limited liability company (“RSE Archive”), and each individual series registered under RSE Archive as may be joined to this Agreement by a separately executed joinder agreement (each, a “Series”, and collectively with RSE Archive, “Company”), and (ii) North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”).
THE DALMORE GROUPSecondary Market Transactions Engagement Letter • December 1st, 2021 • RSE Archive, LLC • Retail-retail stores, nec
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:
TOOLS LICENSE AGREEMENTTools License Agreement • December 1st, 2021 • RSE Archive, LLC • Retail-retail stores, nec • 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”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • January 19th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
This Asset Purchase Agreement (this “Agreement”) is entered into effective [_____], 20[___] (the “Effective Date”), by and between RSE Archive, LLC (“Buyer”) and [_____] (“Seller”).
CUSTODY AGREEMENT For Uncertificated SecuritiesCustody Agreement • May 2nd, 2024 • RSE Archive, LLC • Retail-retail stores, nec • 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”).
Exclusive Purchase AgreementExclusive Purchase Agreement • May 6th, 2021 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, 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”).
Exclusive Purchase AgreementExclusive Purchase Agreement • February 11th, 2021 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 7th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
This Asset Purchase Agreement (this “Agreement”) is entered into effective June 7th, 2022 (the “Effective Date”), by and between RSE Archive, LLC (“Buyer”) and Rally Holdings LLC (“Seller”).
Exclusive Purchase AgreementExclusive Purchase Agreement • July 10th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
OPTION TO PURCHASEOption to Purchase Agreement • January 19th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • New York
This Option to Purchase (this “Agreement”) is entered into effective [_____], 20[___] (the “Effective Date”), by and between RSE Archive, LLC (“Optionee”) and [_____] (“Optionor”).
Exclusive Purchase AgreementExclusive Purchase Agreement • March 17th, 2021 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Gibson Brands, Inc. (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • November 12th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and PWCC (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • February 7th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archives, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • October 15th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • October 15th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • August 13th, 2019 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase option agreement (the “Option Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Jeremy O’Connor, LLC (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Bill of SaleBill of Sale • December 31st, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Exclusive Purchase AgreementExclusive Purchase Agreement • April 1st, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archives, LLC (“Purchaser” or “us”) and Jeremy O’Connor LLC (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase Option AgreementExclusive Purchase Option Agreement • October 22nd, 2019 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase option agreement (the “Option Agreement”) is made between RSE Archives, LLC (“Purchaser” or “us”) and Goldin Auction Investments, LLC (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • November 12th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Goldin Auctions Investments (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Bill of SaleBill of Sale • December 31st, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Julien’s Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Bill of SaleBill of Sale • December 31st, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.
Exclusive Purchase AgreementExclusive Purchase Agreement • November 12th, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Scott Pratte (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
Exclusive Purchase AgreementExclusive Purchase Agreement • December 31st, 2020 • RSE Archive, LLC • Retail-retail stores, nec
This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us”) and Josh Byerly (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
