August 20, 2021 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, LLCLimited Liability Company Agreement • August 20th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE INNOVATION, LLC, (this Agreement) is dated as of August 20, 2021. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
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...Series • August 20th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • Delaware
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • August 20th, 2021 • RSE Innovation, LLC • Retail-retail stores, nec • Georgia
This Subscription Escrow Agreement (the “Agreement”) is made effective as of August 04, 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 of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE INNOVATION, LLCAsset Management Agreement • August 20th, 2021 • RSE Innovation, 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 Innovation, LLC (the “Series”).
THE DALMORE GROUPBroker-Dealer Agreement • August 20th, 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 July 28, 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, LLCRSE Innovation, LLC • August 20th, 2021 • Retail-retail stores, nec
In accordance with the Amended and Restated Limited Liability Company Agreement of RSE Innovation, LLC (the “Company”) dated August 20, 2021 (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”.
DOMAIN NAME PURCHASE AND SALE AGREEMENTDomain Name Purchase and Sale Agreement • August 20th, 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 series limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York, NY 10012 (“Buyer”) and [______________] (“Seller”). Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.”
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.
