July 14, 2021 FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLCLimited Liability Company Agreement • July 14th, 2021 • RSE Collection, LLC • Retail-auto dealers & gasoline stations • Delaware
This FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLC, (this Agreement) is dated as of July 14, 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 • July 14th, 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 • 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”).
THE DALMORE GROUPBroker-Dealer Agreement • July 14th, 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 of July 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”):
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:
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”).
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”).
Exclusive Purchase AgreementExclusive Purchase Agreement • July 14th, 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”) and _________ (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).
