November 16, 2022 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE PORTFOLIO, LLCLimited Liability Company Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE PORTFOLIO, LLC, (this Agreement) is dated as of November 16, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.
Series #TICKER, a series of RSE Portfolio, 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 • November 17th, 2022 • RSE Portfolio, LLC • Real estate • Delaware
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • Georgia
This Subscription Escrow Agreement (the “Agreement”) is made effective as of November 15, 2022 (the “Effective Date”), by and between RSE Portfolio, 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 SouthState Bank, N.A., a Florida corporation (the “Escrow Agent”).
ASSET MANAGEMENT AGREEMENT BETWEEN RALLY HOLDINGS LLC AND SERIES #TICKER, A SERIES OF RSE PORTFOLIO, LLCAsset Management Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • 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 Portfolio, LLC (the “Series”).
ContractSoftware and Services License Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • New York
This Software and Services License Agreement (including the Schedules, the Privacy Policy and the Terms of Use, any addendums and any applicable company policies referenced therein, collectively and in their entirety, this “Agreement”), is made and effective as of the date set forth on the signature page below (the “Effective Date”), contains the terms and conditions upon which North Capital Investment Technology, Inc. (“NCIT”) grants to the undersigned as licensee (“Licensee”) a license to use certain software, computer programs, business processes, integrated services and documentation more particularly described on Schedule A.
CUSTODY AGREEMENTCustody Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • New York
This Custody Agreement (this “Agreement”) is effective as of _5/26/2022____ (the “Effective Date”) by and among RSE Portfolio, LLC, a Delaware registered limited liability company (“Issuer”), and DriveWealth, LLC, a New Jersey registered limited liability company (“DriveWealth”). Issuer and DriveWealth are hereby referred to collectively as the “Parties” or each individually as a “Party.”
THE DALMORE GROUPBroker-Dealer Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Portfolio, 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 May 3, 2022 (the “Effective Date”):
LIMITED LIABILITY COMPANY AGREEMENT OF RSE PORTFOLIO MANAGER, LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • 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”):
SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES TO RSE PORTFOLIO, LLCService Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • New York
THIS SERVICE AGREEMENT FOR TRANSFER AGENT SERVICES (this “Agreement”) between RSE Portfolio, LLC, a Delaware series limited liability company (“Client”), and RSE Transfer Agent LLC, a Delaware limited liability company (the “Transfer Agent”), is dated as of June 3, 2022.
THE DALMORE GROUPRSE Portfolio, LLC • November 17th, 2022 • Real estate
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 Portfolio, LLC (the “Issuer” or “you”) as follows:
Standard Form of Series Designation of Series #TICKER, a series of RSE Portfolio, LLCRSE Portfolio, LLC • November 17th, 2022 • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of RSE Portfolio, LLC (the “Company”) dated November 16, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Portfolio Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Portfolio, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
TOOLS LICENSE AGREEMENTTools License Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • New York
This Tools License Agreement is made and entered into as of May 3, 2022 (“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 May 3, 2022 between Rally and its affiliate RSE Portfolio, LLC, and Dalmore (the “Services Agreement”).
PPEX ATS COMPANY AGREEMENTAts Company Agreement • November 17th, 2022 • RSE Portfolio, LLC • Real estate • 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 Portfolio, LLC, a Delaware series limited liability company (“RSE Portfolio”), and each individual series registered under RSE Portfolio as may be joined to this Agreement by a separately executed joinder agreement (each, a “Series”, and collectively with RSE Portfolio, “Company”), and (ii) North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”).
