March 26, 2021 FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLCLimited Liability Company Agreement • March 29th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
This FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLC, (this Agreement) is dated as of March 26, 2021. 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”) Amended and Restated Subscription Agreement to subscribe for Series...Subscription Agreement • March 29th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
AMENDED AND RESTATED ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE COLLECTION, LLCAsset Management Agreement • March 29th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2021 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”).
LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • March 29th, 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”):
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”.
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”).
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.
Bill of SaleRSE Collection, LLC • March 29th, 2021 • Retail-auto dealers & gasoline stations
This bill of sale (the “Bill of Sale”) records the purchase between RSE Collection, LLC (“Purchaser” or “us”) and [THE SELLER] (“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.
