EXPLANATORY NOTE
EXPLANATORY NOTE
RSE Archive, LLC has prepared this Pre-Qualification Amendment No. 1 to its Form 1-A filed on August 13, 2019 solely for the purposes of filing Exhibit 2.2, Exhibit 2.4 and Exhibit 12.1.
Exhibit 2.1 – Certificate of Formation for RSE Archive, LLC (1)
Exhibit 2.2 – Operating Agreement for RSE Archive, LLC
Exhibit 2.3 – Certificate of Formation for RSE Archive Manager, LLC (1)
Exhibit 2.4 – Operating Agreement for RSE Archive Manager, LLC
Exhibit 3.1 – Form of Series Designation (1)
Exhibit 4.1 – Form of Subscription Agreement (1)
Exhibit 6.1 – Form of Asset Management Agreement (1)
Exhibit 6.2 – Broker of Record Agreement (1)
Exhibit 6.3 – Purchase Option Agreement in respect of Series #10COBB Asset (1)
Exhibit 6.4 – Purchase Option Agreement in respect of Series #52MANTLE Asset (1)
Exhibit 6.5 – Purchase Option Agreement in respect of Series #71ALI Asset (1)
Exhibit 6.6 – Purchase Option Agreement in respect of Series #71MAYS Asset (1)
Exhibit 6.7 – Purchase Option Agreement in respect of Series #98JORDAN Asset (1)
Exhibit 6.8 – Purchase Option Agreement in respect of Series #AGHOWL Asset (1)
Exhibit 6.9 – Purchase Option Agreement in respect of Series #EINSTEIN Asset (1)
Exhibit 6.10 – Purchase Option Agreement in respect of Series #FROST Asset (1)
Exhibit 6.11 – Purchase Option Agreement in respect of Series #POTTER Asset (1)
Exhibit 6.12 – Purchase Option Agreement in respect of Series #ROOSEVELT Asset (1)
Exhibit 6.13 – Purchase Option Agreement in respect of Series #TWOCITIES Asset (1)
Exhibit 6.14 – Purchase Option Agreement in respect of Series #XXXXXXX Xxxxx (1)
Exhibit 6.15 – Purchase Option Agreement in respect of Series #XXXX Xxxxx (1)
Exhibit 8.1 – Subscription Escrow Agreement (1)
Exhibit 12.1 – Opinion of Xxxxx Xxxxxx LLP
Exhibit 13.1 – Testing the Water Materials (1)
(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on August 13, 2019.
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSE ARCHIVE MANAGER, LLC
By: RSE Markets, Inc., its managing member
By: /s/ Xxxxxxxxxxx Xxxxx
Name: Xxxxxxxxxxx Xxxxx
Title: President
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
|
/s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx | President of RSE Markets, Inc. (Principal Executive Officer)
| August 19, 2019
|
/s/ Xxxxxxxxxx X. Xxxxxxxxx-Xxxxxxx Name: Xxxxxxxxxx X. Xxxxxxxxx-Xxxxxxx | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| August 19, 2019 |
RSE ARCHIVE MANAGER, LLC
By: /s/ Xxxxxxxxxxx Xxxxx Name: Xxxxxxxxxxx Xxxxx Title: President
| Managing Member | August 19, 2019 |
