Series #TICKER, a series of RSE Innovation, 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 22nd, 2023 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
December 28, 2022 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, LLCLimited Liability Company Agreement • April 11th, 2023 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, 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.
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • November 24th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec
This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of November 24, 2021 (the “Effective Date”), by and between RSE Innovation, 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-Dealer of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
ASSET MANAGEMENT AGREEMENT BETWEEN DOMAINX, LLC AND SERIES #TICKER, A SERIES OF RSE INNOVATION, LLCAsset Management Agreement • February 9th, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2024 is entered into between DomainX, LLC, a limited liability company organized under the laws of the State of Wyoming (the “Asset Manager”), and Series #TICKER (the “Series”), a Series of RSE Innovation, LLC, a series limited liability company formed under the laws of the State of Delaware (the “Company”).
ContractSoftware and Services License Agreement • February 14th, 2022 • RSE Innovation, 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 • April 17th, 2023 • RSE Innovation, LLC • Retail-retail stores, nec • New York
Date”) by and among RSE Innovation, 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.”
THE DALMORE GROUPBroker-Dealer Agreement • October 8th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Innovation, 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 of October 7, 2021 (the “Effective Date”):
LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • August 20th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
The undersigned member (the “Member”) in accordance with the Limited Liability Company Act of the State of Delaware, as amended from time to time (the “Act”), hereby declares the following to be the Limited Liability Company Agreement of such limited liability company (this “Agreement”):
Standard Form of Series Designation of Series #TICKER, a series of RSE Innovation, LLCSeries Designation • January 4th, 2024 • RSE Innovation, LLC • Retail-retail stores, nec
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Innovation, LLC (the “Company”) dated December 28, 2022 (the “Agreement”), and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Innovation Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Innovation, 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 INNOVATION, LLCService Agreement • April 17th, 2023 • RSE Innovation, LLC • Retail-retail stores, nec • New York
AGENT SERVICES (this “Agreement”) between RSE Innovation, 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.
PPEX ATS COMPANY AGREEMENTCompany Agreement • February 14th, 2022 • RSE Innovation, 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 Innovation, LLC, a Delaware series limited liability company (“RSE Innovation”), and each individual series registered under RSE Innovation as may be joined to this Agreement by a separately executed joinder agreement (each, a “Series”, and collectively with RSE Innovation, “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 • February 14th, 2022 • RSE Innovation, 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 • February 14th, 2022 • RSE Innovation, 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”).
OPTION TO PURCHASE AGREEMENTOption to Purchase Agreement • January 4th, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • New York
WHEREAS, Optionee intends (a) to contribute the Asset to a series of Optionee (the “Series”); (b) to offer to the public ownership interests in the Series (“Series Interests”) in an offering (the “Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder (“Regulation A”) and (c) use commercially reasonable good-faith efforts to list the Series Interests for trading or quote the Series Interests on PPEX ATS (provided by North Capital Private Securities Corporation) or comparable trading or quotation platform after a 90-day lock-up period post-closing of the Offering.
DOMAIN NAME PURCHASE AND SALE AGREEMENTDomain Name Purchase and Sale Agreement • May 9th, 2022 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This Domain Name Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by and between RSE Innovation, LLC, a Delaware series limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York, NY 10012 (“Buyer”) and DomainX, LLC, a Wyoming limited liability company having its principal place of business at 30 N Gould Street, Ste N, Sheridan, WY 82801 (“Seller”). Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.”
CUSTODY AGREEMENT For Uncertificated SecuritiesCustody Agreement • January 4th, 2024 • RSE Innovation, 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”).
OPTION TO PURCHASEOption to Purchase • May 20th, 2022 • RSE Innovation, LLC • Retail-retail stores, nec • New York
This Option to Purchase (this “Agreement”) is entered into effective January 20th, 2022 (the “Effective Date”), by and between RSE Innovation, LLC (“Optionee”) and DomainX, LLC. (“Optionor”).
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 • August 20th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • 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.
DOMAIN NAME PURCHASE AND SALE AGREEMENTDomain Name Purchase and Sale Agreement • June 30th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This Domain Name Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) is entered into as of (the “Effective Date”), by and between RSE Innovation, LLC, a Delaware limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York NY 10012 (“Buyer”) and DomainX, LLC, a Wyoming limited liability company having its principal place of business at 30 N Gould Street, Ste N, Sheridan, WY 82801 (“Seller”). Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.”
EXPLANATORY NOTEPost-Qualification Amendment • May 9th, 2022 • RSE Innovation, LLC • Retail-retail stores, nec
DOMAIN NAME PURCHASE AND SALE AGREEMENTDomain Name Purchase and Sale Agreement • May 9th, 2022 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This Domain Name Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by and between RSE Innovation, LLC, a Delaware series limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York, NY 10012 (“Buyer”) and DomainX, LLC, a Wyoming limited liability company having its principal place of business at 30 N Gould Street, Ste N, Sheridan, WY 82801 (“Seller”). Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.”
THE DALMORE GROUP Amended and Restated Broker-Dealer AgreementBroker-Dealer Agreement • December 19th, 2024 • RSE Innovation, LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Innovation, 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 of December _3__, 2024 (the “Effective Date”):
OPTION TO PURCHASEOption to Purchase • October 31st, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • New York
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 31st, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of October 17, 2024 by and between RSE Innovation, LLC, a Delaware limited liability company (the “Company”), Series #STEGO, a Delaware limited liability company and series of the Company, solely with respect to itself and not with respect to any other series of the Company (the “Series”), and Stone Ridge Asset Management LLC, a Delaware limited liability company (the “Secured Party”).
ContractPromissory Note • October 31st, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • 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.
Standard Form of Series Designation of Series #TICKER, a series of RSE Innovation, LLCSeries Designation • October 31st, 2024 • RSE Innovation, LLC • Retail-retail stores, nec
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Innovation, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Innovation Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Innovation, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
Series #URL4, a protected series of RSE Innovation, LLCDomain License Agreement • May 20th, 2022 • RSE Innovation, LLC • Retail-retail stores, nec
December 2, 2024 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, LLCLimited Liability Company Agreement • December 3rd, 2024 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, LLC, (this Agreement) is dated as of December 2, 2024. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
