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”.
