Post-Qualification Offering Circular Amendment No. 12
File No. 024-10717
This Post-Qualification Offering Circular Amendment No. 12 (this “PQA”) amends the Post Qualified Offering Circular Amendment No. 10 of RSE Collection LLC, dated November 16, 2018, as qualified on December 06, 2018, and as may be amended and supplemented from time to time (the “Offering Circular”), to add additional securities to be offered pursuant to the Offering Circular. Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below. An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. To the extent not already qualified under Regulation A, these securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. We may elect to satisfy our obligation to deliver a Final Offering Circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.
POST QUALIFIED OFFERING CIRCULAR AMENDMENT NO. 12
SUBJECT TO COMPLETION; DATED JANUARY 31, 2019
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250 LAFAYETTE STREET, 3RD FLOOR, NEW YORK, NY 10012
(347-952-8058) Telephone Number
www.rallyrd.com
This PQA relates to the offer and sale of series of interest, as described below, to be issued by RSE Collection, LLC (the “Company,” “we,” “us,” or “our”). Unless otherwise defined below, capitalized terms used herein shall have the same meanings as set forth in the Offering Circular. See “Incorporation by Reference of Offering Circular” below.
| Series Membership Interests Overview | ||||
Price to Public | Underwriting Discounts and Commissions (1)(2)(3) | Proceeds to Issuer | Proceeds to Other Persons | ||
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Series #69BM1 | Per Unit | $57.50 |
| $57.50 |
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| Total Minimum | $103,500 |
| $103,500 |
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| Total Maximum | $115,000 |
| $115,000 |
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Series #85FT1 | Per Unit | $82.50 |
| $82.50 |
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| Total Minimum | $148,500 |
| $148,500 |
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| Total Maximum | $165,000 |
| $165,000 |
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Series #88LJ1 | Per Unit | $67.50 |
| $67.50 |
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| Total Minimum | $121,500 |
| $121,500 |
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| Total Maximum | $135,000 |
| $135,000 |
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Series #55PS1 | Per Unit | $212.50 |
| $212.50 |
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| Total Minimum | $382,500 |
| $382,500 |
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| Total Maximum | $425,000 |
| $425,000 |
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Series #95BL1 | Per Unit | $59.25 |
| $59.25 |
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| Total Minimum | $106,650 |
| $106,650 |
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| Total Maximum | $118,500 |
| $118,500 |
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Series #89PS1 | Per Unit | $82.50 |
| $82.50 |
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| Total Minimum | $148,500 |
| $148,500 |
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| Total Maximum | $165,000 |
| $165,000 |
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Series #90FM1 | Per Unit | $8.25 |
| $8.25 |
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| Total Minimum | $14,850 |
| $14,850 |
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| Total Maximum | $16,500 |
| $16,500 |
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Series #83FB1 | Per Unit | $70.00 |
| $70.00 |
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| Total Minimum | $345,000 |
| $345,000 |
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| Total Maximum | $350,000 |
| $350,000 |
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Series #98DV1 | Per Unit | $65.00 |
| $65.00 |
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| Total Minimum | $117,000 |
| $117,000 |
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| Total Maximum | $130,000 |
| $130,000 |
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Series #93XJ1 | Per Unit | $99.00 |
| $99.00 |
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| Total Minimum | $445,500 |
| $445,500 |
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| Total Maximum | $495,000 |
| $495,000 |
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Series #06FS1 | Per Unit | $39.80 |
| $39.80 |
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| Total Minimum | $174,125 |
| $174,125 |
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| Total Maximum | $209,000 |
| $209,000 |
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Series #02AX1 | Per Unit | $54.00 |
| $54.00 |
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| Total Minimum | $97,200 |
| $97,200 |
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| Total Maximum | $108,000 |
| $108,000 |
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Series #99LE1 | Per Unit | $34.75 |
| $34.75 |
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| Total Minimum | $62,550 |
| $62,550 |
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| Total Maximum | $69,500 |
| $69,500 |
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Series #91MV1 | Per Unit | $19.00 |
| $19.00 |
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| Total Minimum | $34,200 |
| $34,200 |
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| Total Maximum | $38,000 |
| $34,200 |
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Series #92LD1 | Per Unit | $55.00 |
| $55.00 |
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| Total Minimum | $148,500 |
| $148,500 |
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| Total Maximum | $165,000 |
| $165,000 |
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Series #80LC1 | Per Unit | $127.00 |
| $127.00 |
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| Total Minimum | $571,500 |
| $571,500 |
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| Total Maximum | $635,000 |
| $635,000 |
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Series #72FG1 | Per Unit | $63.00 |
| $63.00 |
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(4) | Total Minimum | $287,280 |
| $287,280 |
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| Total Maximum | $345,000 |
| $345,000 |
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Series #94DV1 | Per Unit | $28.75 |
| $28.75 |
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| Total Minimum | $51,750 |
| $51,750 |
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| Total Maximum | $57,500 |
| $57,500 |
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Series #91GS1 | Per Unit | $18.75 |
| $18.75 |
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(5) | Total Minimum | $34,425 |
| $34,425 |
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| Total Maximum | $41,250 |
| $41,250 |
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Series #99FG1 | Per Unit | $66.25 |
| $66.25 |
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(5) | Total Minimum | $121,635 |
| $121,635 |
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| Total Maximum | $145,750 |
| $145,750 |
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Series #88PT1 | Per Unit | $30.00 |
| $30.00 |
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(5) | Total Minimum | $55,020 |
| $55,020 |
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| Total Maximum | $66,000 |
| $66,000 |
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Series #90ME1 | Per Unit | $50.00 |
| $50.00 |
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| Total Minimum | $240,000 |
| $240,000 |
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| Total Maximum | $287,500 |
| $287,500 |
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Series #82AB1 | Per Unit | $58.75 |
| $58.75 |
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(5) | Total Minimum | $107,865 |
| $107,865 |
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| Total Maximum | $129,500 |
| $129,500 |
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Series #00FM1 | Per Unit | $24.75 |
| $24.75 |
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| Total Minimum | $44,550 |
| $44,550 |
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| Total Maximum | $49,500 |
| $49,500 |
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Series #94LD1 | Per Unit | $119.50 |
| $119.50 |
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| Total Minimum | $537,750 |
| $537,750 |
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| Total Maximum | $597,500 |
| $597,500 |
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Series #02BZ1 | Per Unit | $65.00 |
| $65.00 |
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| Total Minimum | $175,500 |
| $175,500 |
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| Total Maximum | $195,000 |
| $195,000 |
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Series #88BM1 | Per Unit | $47.00 |
| $47.00 |
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| Total Minimum | $126,900 |
| $126,900 |
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| Total Maximum | $141,000 |
| $141,000 |
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Series #11BM1 | Per Unit | $42.00 |
| $42.00 |
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| Total Minimum | $75,600 |
| $75,600 |
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| Total Maximum | $84,000 |
| $84,000 |
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Series #03PG1 | Per Unit | $48.00 |
| $48.00 |
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| Total Minimum | $129,600 |
| $129,600 |
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| Total Maximum | $144,000 |
| $144,000 |
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Series #06FG1 | Per Unit | $64.00 |
| $64.00 |
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| Total Minimum | $288,000 |
| $288,000 |
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| Total Maximum | $320,000 |
| $320,000 |
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Series #72MC1 | Per Unit | $62.25 |
| $62.25 |
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| Total Minimum | $112,050 |
| $112,050 |
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| Total Maximum | $124,500 |
| $124,500 |
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Series #65AG1 | Per Unit | $59.50 |
| $59.50 |
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| Total Minimum | $160,650 |
| $160,650 |
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| Total Maximum | $178,500 |
| $178,500 |
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Series #76PT1 | Per Unit | $63.30 |
| $63.30 |
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| Total Minimum | $170,910 |
| $170,910 |
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| Total Maximum | $189,900 |
| $189,900 |
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Series #63CC1 | Per Unit | $63.00 |
| $63.00 |
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| Total Minimum | $113,400 |
| $113,400 |
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| Total Maximum | $126,000 |
| $126,000 |
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Series #65FM1 | Per Unit | $41.25 |
| $41.25 |
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| Total Minimum | $74,250 |
| $74,250 |
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| Total Maximum | $82,500 |
| $82,500 |
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Series #61MG1 | Per Unit | $68.00 |
| $68.00 |
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| Total Minimum | $306,000 |
| $306,000 |
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| Total Maximum | $340,000 |
| $340,000 |
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Series #82AV1 | Per Unit | $59.50 |
| $59.50 |
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| Total Minimum | $267,750 |
| $267,750 |
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| Total Maximum | $297,500 |
| $297,500 |
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Series #91DP1 | Per Unit | $79.50 |
| $79.50 |
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| Total Minimum | $357,750 |
| $357,750 |
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| Total Maximum | $397,500 |
| $397,500 |
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Series #61JE1 | Per Unit | 82.00 |
| 82.00 |
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| Total Minimum | 221,400 |
| 221,400 |
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| Total Maximum | 246,000 |
| 246,000 |
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Series #75RA1 | Per Unit | 42.00 |
| 42.00 |
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| Total Minimum | 75,600 |
| 75,600 |
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| Total Maximum | 84,000 |
| 84,000 |
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Series #93FS1 | Per Unit | 68.75 |
| 68.75 |
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| Total Minimum | 123,750 |
| 123,750 |
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| Total Maximum | 137,500 |
| 137,500 |
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Series #90MM1 | Per Unit | 13.30 |
| 13.30 |
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| Total Minimum | 23,940 |
| 23,940 |
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| Total Maximum | 26,600 |
| 26,600 |
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Series #87FF1 | Per Unit | 59.00 |
| 59.00 |
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| Total Minimum | 106,200 |
| 106,200 |
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| Total Maximum | 118,000 |
| 118,000 |
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Series #12MM1 | Per Unit | 62.50 |
| 62.50 |
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| Total Minimum | 112,500 |
| 112,500 |
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| Total Maximum | 125,000 |
| 125,000 |
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(1) Cuttone & Company, LLC will be acting as an executing broker and entitled to a Brokerage Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses”.
(2) DriveWealth, LLC will be acting as custodian of interests and hold brokerage accounts for interest holders in connection with the Company’s offerings and will be entitled to a Custody Fee as reflected herein and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses”. For all offerings of the Company which closed or launch prior to the agreement with DriveWealth, signed on March 2, 2018, interests are transferred into the DriveWealth brokerage accounts upon consent of the individual investors who purchased such shares or have transferred money into escrow in anticipation of purchasing such shares at the close of the currently ongoing offerings.
(3) No underwriter has been engaged in connection with the Offering. We intend to distribute all offerings of membership interests in any series of the Company principally through the Platform (the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, the “Platform”) as described in greater detail under “Plan of Distribution and Subscription Procedure” on page 225 of the Post Qualified Amended Offering Circular No.10.
(4) Amounts for Series are subject to final execution of purchase option agreements.
(5) Amounts for Series are subject to final execution of purchase agreements.
RSE Collection, LLC, a Delaware series limited liability company (“we,” “us,” “our,” “RSE Collection” or the “Company”) is offering, on a best efforts basis, a minimum (the “Minimum”) to a maximum (the “Maximum”) membership interests of each of the following series of the Company, highlighted in gray in the Master Series Table Section on page 7. Series not highlighted in gray have completed their respective offerings at the time of this filing and the number of interests in the table represents the actual interests sold.
All of the series of the Company offered hereunder may collectively be referred to herein as the “Series” and each, individually, as a “Series”. The interests of all series described above may collectively be referred to herein as the “Interests” and each, individually, as an “Interest” and the offerings of the Interests may collectively be referred to herein as the “Offerings” and each, individually, as an “Offering”. See “Description of Interests Offered” on page 261 of the Post Qualified Amended Offering Circular No. 10 for additional information regarding the Interests.
The Interests represent an investment in a particular Series and thus indirectly the Underlying Asset and do not represent an investment in the Company or the Manager generally. We do not anticipate that any Series will own any assets other than the Underlying Asset associated with such Series. However, we expect that the operations of the Company, including the issuance of additional series of interests and their acquisition of additional assets, will benefit Investors by enabling each Series to benefit from economies of scale and by allowing Investors to enjoy the Company’s automobile collection at the Membership Experience Programs. A purchaser of the Interests may be referred to herein as an “Investor” or “Interest Holder”. There will be a separate closing with respect to each Offering (each, a “Closing”). The Closing of an Offering will occur on the earliest to occur of (i) the date subscriptions for the Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager (defined in the Master Series Table Section on page 7) in its sole discretion, provided that subscriptions for the Minimum Interests of such Series have been accepted. If Closing has not occurred, an Offering shall be terminated upon (i) the date which is one year from the date such Offering Circular or Amendment, as applicable, is qualified by the U.S. Securities and Exchange Commission (the “Commission”) which period may be extended with respect to a particular Series by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering for a particular Series in its sole discretion. No securities are being offered by existing security-holders.
Each Offering is being conducted under Regulation A (17 CFR 230.251 et. seq.) and the information contained herein is being presented in Offering Circular format. The Company is not offering, and does not anticipate selling, Interests in any of the Offerings in any state where Cuttone & Company, LLC is not registered as a broker-dealer. The subscription funds advanced by prospective Investors as part of the subscription process will be held in a non-interest-bearing escrow account with Atlantic Capital Bank, N.A. and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Investor. See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” on page 225 and page 261 of the Post Qualified Amended Offering Circular No. 10 for additional information.
A purchase of Interests in a Series does not constitute an investment in either the Company or an Underlying Asset directly, or in any other Series of Interest. This results in limited voting rights of the Investor, which are solely related to a particular Series, and are further limited by the Operating Agreement of the Company, described further herein. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the Operating Agreement that would adversely change the rights of the Interest Holders and removal of the Manager for “cause”. The Manager and the Asset Manager thus retain significant control over the management of the Company, each Series and the Underlying
Assets. Furthermore, because the Interests in a Series do not constitute an investment in the Company as a whole, holders of the Interests in a Series are not expected to receive any economic benefit from, or be subject to the liabilities of, the assets of any other Series. In addition, the economic interest of a holder in a Series will not be identical to owning a direct undivided interest in an Underlying Asset because, among other things, a Series will be required to pay corporate taxes before distributions are made to the holders, and the Asset Manager will receive a fee in respect of its management of the Underlying Asset.
The forward-looking statements contained in this Offering Circular are based on current expectations and beliefs concerning future developments that are difficult to predict. Neither the Company nor the Manager can guarantee future performance, or that future developments affecting the Company, the Manager or the Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
There is currently no public trading market for any Interests, and an active market may not develop or be sustained. If an active public or private trading market for our securities does not develop or is not sustained, it may be difficult or impossible for you to resell your Interests at any price. Even if a public or private market does develop, the market price could decline below the amount you paid for your Interests.
The Interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that the Company’s investment objectives will be achieved or that a secondary market would ever develop for the Interests, whether via the Platform, via third party registered broker-dealers or otherwise. Prospective Investors should obtain their own legal and tax advice prior to making an investment in the Interests and should be aware that an investment in the Interests may be exposed to other risks of an exceptional nature from time to time. See the “Risk Factors” section on Page 16 of the Post Qualified Amended Offering Circular No. 10.
GENERALLY, NO SALE MAY BE MADE TO YOU IN ANY OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THE GREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NON-NATURAL PERSONS. BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO HTTP://WWW.INVESTOR.GOV.
The United States Securities and Exchange Commission does not pass upon the merits of or give its approval to any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering circular or other solicitation materials. These securities are offered pursuant to an exemption from registration with the Commission; however, the Commission has not made an independent determination that the securities offered are exempt from registration. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sales of these securities in, any state in which such offer, solicitation or sale would be unlawful before registration or qualification of the offer and sale under the laws of such state.
An investment in the Interests involves a high degree of risk. See the “Risk Factors” section on Page 16 of the Post Qualified Amended Offering Circular No. 10 for a description of some of the risks that should be considered before investing in the Interests.
Incorporation by Reference of Offering Circular
The Offering Circular, including this PQA, is part of an offering statement (File No. 024-10717) that we filed with the Securities and Exchange Commission. We hereby incorporate by reference into this PQA all of the information contained in the following:
1.Part II of the Amended Offering Circular No. 10, to the extent not otherwise modified or replaced by offering circular supplement and/or post qualification amendment.
Note that any statement we make in this PQA (or have made in the Offering Circular) will be modified or superseded by an inconsistent statement made by us in a subsequent offering circular supplement or post-qualification amendment.
InterestS in series covered by THIS AMENDMENT
The following disclosures are located in the Post Qualified Amended Offering Circular No. 10 under “Use of Proceeds” and “Description of the Series”.
The table below shows key information related to each Series covered by this Amendment and is included in the Master Series Table.
Series | Series Name | Underlying Asset | Offering Price per Interest | Maximum Offering Size | Agreement Type | Opening Date | Closing Date | Status | Maximum Sourcing Fee | Minimum Membership Interests | Maximum Membership Interests | Comments |
#77LE1 | Series #77LE1 | 1977 Lotus Esprit S1 | $38.85 | $77,700 | Purchase Option Agreement | November 17, 2016 | February 7, 2018 | Closed | $3,351 | 2,000 | • Acquired Underlying Asset for $69,400 on October 3, 2017 | |
#69BM1 | Series Boss Mustang | 1989 Ford Mustang Boss 302 | $57.50 | $115,000 | Upfront Purchase | November 20, 2017 | February 7, 2018 | Closed | $2,729 | 2,000 | • Acquired Underlying Asset for $102,395 on October 31, 2017 | |
#85FT1 | Series Ferrari Testarossa | 1985 Ferrari Testarossa | $82.50 | $165,000 | Upfront Purchase | November 23, 2017 | February 15, 2018 | Closed | $0 | 2,000 | • Acquired Underlying Asset for $172,500 on June 1, 2017 | |
#88LJ1 | Series Lamborghini Jalpa | 1988 Lamborghini Jalpa | $67.50 | $135,000 | Upfront Purchase | February 9, 2018 | April 12, 2018 | Closed | $110 | 2,000 | • Acquired Underlying Asset for $127,176 on November 23, 2017 |
#55PS1 | Series Porsche Speedster | 1955 Porsche 356 Speedster | $212.50 | $425,000 | Purchase Option Agreement | April 2, 2018 | June 6, 2018 | Closed | $0 | 2,000 | • Purchase Option Agreement to acquire Underlying Asset for $405,000 entered on July 1, 2017 with initial expiration of May 31, 2018 | |
#95BL1 | Series BMW M3 Lightweight | 1995 BMW E36 M3 Lightweight | $59.25 | $118,500 | Upfront Purchase | June 1, 2018 | July 12, 2018 | Closed | $0 | 2,000 | • Acquired Underlying Asset for $112,500 on March 28, 2018 | |
#89PS1 | Series Porsche 911 Speedster | 1989 Porsche 911 Speedster | $82.50 | $165,000 | Purchase Option Agreement | July 23, 2018 | July 31, 2018 | Closed | $1,771 | 2,000 | • Purchase Option Agreement to acquire minority equity stake (38%) in Underlying Asset entered on June 21, 2018 with expiration September 30, 2018 for a total cash consideration of $61,000, which values Underlying Asset at $160,000 | |
#90FM1 | Series Ford Mustang 7-Up Edition | 1990 Ford Mustang 7Up Edition | $8.25 | $16,500 | Purchase Option Agreement | July 24, 2018 | July 31, 2018 | Closed | $464 | 2,000 | • Purchase Option Agreement to acquire majority equity stake (72%) in Underlying Asset entered on June 15, 2018 with expiration on September 30, 2018 for a total cash consideration of $10,375, which values Underlying Asset at $14,500 |
#83FB1 | Series Ferrari 512 | 1983 Ferrari 512 BBi | $70.00 | $350,000 | Purchase Option Agreement | July 23, 2018 | September 5, 2018 | Closed | $9,012 | 5,000 | • Purchase Option Agreement to acquire Underlying Asset for $330,000 entered on October 30, 2017 with expiration on September 30, 2018 | |
#98DV1 | Series Dodge Viper GTS-R | 1998 Dodge Viper GTS-R | $65.00 | $130,000 | Upfront Purchase | September 27, 2018 | October 10, 2018 | Closed | $2,314 | 2,000 | • Acquired Underlying Asset for $120,000 on June 28, 2018 | |
#93XJ1 | Series Jaguar XJ220 | 1993 Jaguar XJ220 | $99.00 | $495,000 | Purchase Option Agreement | August 22, 2018 | November 6, 2018 | Closed | $0 | 5,000 | • Purchase Option Agreement to acquire Underlying Asset for $460,000 entered on December 15, 2017 with initial expiration on June 30, 2018 |
#06FS1 | Series Ferrari F430 Spider | 2006 Ferrari F430 Spider "Manual" | $39.80 | $199,000 | Purchase Option Agreement | October 12, 2018 | October 19, 2018 | Closed | $774 | 5,000 | • Purchase Option Agreement to acquire Underlying Asset for $192,500 entered on October 5, 2018 with expiration on October 31, 2018 | |
#02AX1 | Series Acura NSX-T | 2002 Acura NSX-T | $54.00 | $108,000 | Upfront Purchase | November 16, 2018 | November 30, 2018 | Closed | $2,426 | 2,000 | • Acquired Underlying Asset for $100,000 on September 19, 2018 | |
#99LE1 | Series Lotus Sport 350 | 1999 Lotus Esprit Sport 350 | $34.75 | $69,500 | Upfront Purchase | November 23, 2018 | December 4, 2018 | Closed | $1,770 | 2,000 | • Acquired Underlying Asset for $62,000 in October 2018 | |
#91MV1 | Series Mitsubishi VR4 | 1991 Mitsubishi 3000GT VR4 | $19.00 | $38,000 | Upfront Purchase | November 28, 2018 | December 7, 2018 | Closed | $600 | 2,000 | • Acquired Underlying Asset for $33,950 on October 12, 2018 | |
#92LD1 | Series Lancia Martini 5 | 1992 Lancia Delta Integrale Evo "Martini 5" | $55.00 | $165,000 | Upfront Purchase | December 7, 2018 | December 26, 2018 | Closed | $2,019 | 3,000 | • Acquired Underlying Asset for $146,181 in October 2018 |
#94DV1 | Series Dodge Viper RT/10 | 1994 Dodge Viper RT/10 | $28.75 | $57,500 | Purchase Option Agreement | December 11, 2018 | December 26, 2018 | Closed | $1,841 | 2,000 | • Purchase Option Agreement, to acquire Underlying Asset for $52,500, entered on October 5, 2018 with expiration on November 30, 2018 | |
#00FM1 | Series Ford Mustang Cobra R | 2000 Ford Mustang Cobra R | $24.75 | $49,500 | Upfront Purchase | December 21, 2018 | January 4, 2019 | Closed | $889 | 2,000 | • Acquired Underlying Asset for $43,000 on October 12, 2018 | |
#72MC1 | Series Mazda Cosmo Sport | 1972 Mazda Cosmo Sport Series II | $62.25 | $124,500 | Purchase Option Agreement | December 28, 2018 | January 4, 2019 | Closed | $2,489 | 2,000 | • Purchase Option Agreement, to acquire a majority equity stake (57%) in the Underlying Asset for $65,200, entered on November 5, 2018 with expiration on February 1, 2019 | |
#06FG1 | Series Ford GT | 2006 Ford GT | $64.00 | $320,000 | Purchase Agreement | December 14, 2018 | January 8, 2019 | Closed | $3,313 | 5,000 | • Purchase Agreement, to acquire the Underlying Asset for $185,000, entered on October 24, 2018 with expiration on December 11, 2018 |
#11BM1 | Series BMW 1M | 2011 BMW 1M | $42.00 | $84,000 | Purchase Option Agreement | January 8, 2019 | January 25, 2019 | Closed | $832 | 2,000 | • Purchase Option Agreement, to acquire Underlying Asset for $78,500, entered on October 20, 2018 with expiration on January 20, 2019 | |
#80LC1 | Series Lamborghini Countach LP400 S Turbo | 1980 Lamborghini Countach LP400 S Turbo | $127.00 | $635,000 | Purchase Option Agreement | January 17, 2019 | Q1 2019 | Open | $9,881 | 4,500 | 5,000 | • Purchase Option Agreement to acquire a majority equity stake (92.5%) in Underlying Asset entered on August 1, 2018 with expiration on September 30, 2018 for a total cash consideration of $562,375, which values Underlying Asset at $610,000 |
#02BZ1 | Series BMW Z8 | 2002 BMW Z8 | $65.00 | $195,000 | Purchase Agreement | January 6, 2019 | Q1 2019 | Open | $3,225 | 2,700 | 3,000 | • Purchase Agreement, to acquire Underlying Asset for $185,000, entered on October 18, 2018 with expiration on December 7, 2019 |
#88BM1 | Series BMW E30 M3 | 1988 BMW E30 M3 | $47.00 | $141,000 | Upfront Purchase | January 11, 2019 | Q1 2019 | Open | $995 | 2,700 | 3,000 | • Acquired Underlying Asset for $135,000 on October 18, 2018 |
#72FG1 | Series Ferrari 365 GTC/4 | 1972 Ferrari 365 GTC/4 | $63.00 | $345,000 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Hold | $3,563 | 4,560 | 5,476 | • Negotiations for a Purchase Option Agreement to acquire Underlying Asset ongoing |
#82AB1 | Series Alpina B6 | 1982 Alpina B6 2.8 | $58.75 | $129,250 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Hold | $4,687 | 1,833 | 2,200 | • Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing |
#88PT1 | Series Porsche 944 Turbo S | 1988 Porsche 944 Turbo S | $30.00 | $66,000 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Hold | $2,511 | 1,833 | 2,200 | • Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing |
#99FG1 | Series Ferrari 456M GT | 1999 Ferrari 456M GT | $66.25 | $145,750 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Hold | $2,902 | 1,833 | 2,200 | • Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing |
#91GS1 | Series GMC Syclone | 1991 GMC Syclone | $18.75 | $41,250 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Hold | $2,001 | 1,833 | 2,200 | • Negotiations for a Purchase Agreement to acquire Underlying Asset ongoing |
#90ME1 | Series Mercedes Evo II | 1990 Mercedes 190E 2.5-16 Evo II | $50.00 | $287,500 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $20,941 | 4,800 | 5,750 | • Acquired Underlying Asset for $247,940 on November 2, 2018 |
#94LD1 | Series Lamborghini Diablo Jota | 1994 Lamborghini Diablo SE30 Jota | $119.50 | $597,500 | Purchase Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $12,015 | 4,500 | 5,000 | • Purchase Agreement, to acquire Underlying Asset for $570,000, entered on October 9, 2018 with expiration on January 7, 2018 |
#03PG1 | Series Porsche GT2 | 2003 Porsche 911 GT2 | $48.00 | $144,000 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $1,777 | 2,700 | 3,000 | • Purchase Option Agreement, to acquire the Underlying Asset for $137,000, entered on October 24, 2018 with expiration on January 24, 2019 |
#65AG1 | Series Alfa Romeo Giulia SS | 1965 Alfa Romeo Giulia Sprint Speciale | $59.50 | $178,500 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $1,985 | 2,700 | 3,000 | • Acquired Underlying Asset for $170,000 in November 29, 2018 |
#76PT1 | Series Porsche Turbo Carrera | 1976 Porsche 911 Turbo Carrera | $63.30 | $189,900 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $2,358 | 2,700 | 3,000 | • Acquired the Underlying Asset for $179,000 on November 27, 2018 |
#63CC1 | Series Corvette Split Window | 1963 Chevrolet Corvette Split Window | $63.00 | $126,000 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $1,734 | 1,800 | 2,000 | • Acquired Underlying Asset for $120,000 on November 21, 2018 |
#65FM1 | Series Mustang Fastback | 1965 Ford Mustang 2+2 Fastback | $41.25 | $82,500 | Purchase Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $2,553 | 1,800 | 2,000 | • Purchase Agreement, to acquire Underlying Asset for $75,000, entered on December 4, 2018 with expiration on March 4, 2019 |
#61MG1 | Series Maserati 3500GT | 1961 Maserati 3500GT | $68.00 | $340,000 | Purchase Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $4,884 | 4,500 | 5,000 | • Purchase Agreement, to acquire the Underlying Asset for $325,000, entered on December 4, 2018 with expiration on March 4, 2019 |
#82AV1 | Series Aston Martin Oscar India | 1982 Aston Martin V8 Vantage Oscar India | $59.50 | $297,500 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $3,790 | 4,500 | 5,000 | • Acquired Underlying Asset for $285,000 on December 10, 2018 |
#91DP1 | Series DeTomaso Pantera | 1991 DeTomaso Pantera Si | $79.50 | $397,500 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $3,362 | 4,500 | 5,000 | • Purchase Option Agreement, to acquire a majority equity stake (75% - 95%) in Underlying Asset, entered on December 11, 2018 with expiration on Feburary 11, 2019 |
#61JE1 | Series Jaguar E-Type | 1961 Jaguar E-Type | $82.00 | $246,000 | Upfront Purchase | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $3,524 | 2,700 | 3,000 | • Acquired Underlying Asset for $235,000 on December 22, 2018 |
#75RA1 | Series Renault Alpine A110 | 1975 Renault Alpine A110 1300 | $42.00 | $84,000 | Purchase Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $3,732 | 1,800 | 2,000 | • Purchase Agreement, to acquire the Underlying Asset for $75,000, entered on December 22, 2018 with expiration on March 22, 2019 |
#93FS1 | Series Ferrari 348TS SS | 1993 Ferrari 348TS Serie Speciale | $68.75 | $137,500 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $1,370 | 1,800 | 2,000 | • Purchase Option Agreement, to acquire the Underlying Asset for $130,000, entered on January 15, 2019 with expiration on April 15, 2019 |
#90MM1 | Series Mazda Miata | 1990 Mazda Miata MX-5 | $13.30 | $26,600 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $949 | 1,800 | 2,000 | • Purchase Option Agreement, to acquire the Underlying Asset for $22,000, entered on January 23, 2019 with expiration on April 23, 2019 |
#87FF1 | Series Ferrari 412 | 1987 Ferrari 412 | $59.00 | $118,000 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $1,048 | 1,800 | 2,000 | • Purchase Option Agreement, to acquire the Underlying Asset for $110,000, entered on January 23, 2019 with expiration on April 23, 2019 |
#12MM1 | Series McLaren MP4-12C | 2012 McLaren MP4-12C | $62.50 | $125,000 | Purchase Option Agreement | Q1 2019 or Q2 2019 | Q1 2019 or Q2 2019 | Upcoming | $3,848 | 1,800 | 2,000 | • Purchase Option Agreement, to acquire the Underlying Asset for $115,000, entered on January 23, 2019 with expiration on April 23, 2019 |
Note: Gray shading represents Series for which no Closing of an Offering has occurred.
(1)If exact offering dates (specified as Month Day, Year) are not shown, then expected offering dates are presented.
(2)Interests sold in Series is limited to 2,000 Qualified Purchasers with a maximum of 500 Non-Accredited Investors.
(3)Fees represent actual fees paid at closing of the offerings.
(4)Represents actual number of Interests sold in completed Offering.
(5)Interests in Series #77LE1 were issued under Rule 506(c) of Regulation D and were thus not qualified under the Company’s Offering Circular (as amended). All other Interests in Series of the Company were issued under Tier 2 of Regulation A+.
(6)Values are based on current negotiations of the terms of the respective purchase option agreements or purchase agreements and may be subject to change.
USE OF PROCEEDS – Series #61JE1
We estimate that the gross proceeds of the Series #61JE1 Offering (including from Series #61JE1 Interests acquired by the Manager) will be approximately $246,000 assuming the full amount of the Series #61JE1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #61JE1 Asset Cost (1) | $235,000 | 95.53% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $2,500 | 1.02% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $1,808 | 0.74% | |
Offering Expenses (3) | $1,845 | 0.75% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $0 | 0.00% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $500 | 0.20% | |
Registration and other vehicle-related fees | $250 | 0.10% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $700
| 0.28% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $3,397 | 1.38% | |
Total Fees and Expenses | $8,500 | 3.46% | |
Total Proceeds | $246,000 | 100.00% |
(1)Consists of a $235,000 non-interest-bearing payment by the Manager.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #61JE1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #61JE1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #61JE1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
The Company acquired the Series Jaguar E-Type from the Automobile Seller for a total cost of $235,000 (the “Series #61JE1 Asset Cost”) of which $235,000 was paid in cash by the Company through a non-interest-bearing payment from the Manager at the time of purchase.
Upon the Closing of the Series #61JE1 Offering, proceeds from the sale of the Series #61JE1 Interests will be distributed to the account of Series #61JE1. Series #61JE1 will then pay back the Manager for the payment made to acquire the Series Jaguar E-Type. Upon re-payment of the Manager, the Series Jaguar E-Type will be owned by the Series #61JE1 and will not be subject to any liens or encumbrances.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #61JE1 Offering will be used to pay an estimated (i) $1,661 - $1,808 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #61JE1 Offering, (ii) $1,845 of Offering Expenses related to the Custody Fee, (iii) $1,450 of Acquisition Expenses (including but not limited to the items described in the table above), $1,200 of which will be paid to the Manager and its affiliates, except as to the
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extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,397 - $3,545 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Jaguar E-Type. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #61JE1 Interests. Of the proceeds of the Series #61JE1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #61JE1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #61JE1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #61JE1 Offering for future Operating Expenses. In the event that less than the Maximum Series #61JE1 Interests are sold in connection with the Series #61JE1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
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DESCRIPTION OF THE SERIES JAGUAR E-TYPE
Investment Overview
●Upon completion of the Series #61JE1 Offering, Series #61JE1 will purchase a 1961 Jaguar E-Type (at times described as the “E-Type” throughout this Offering Circular) as the underlying asset for Series #61JE1 (the “Series Jaguar E-Type” or the “Underlying Asset” with respect to Series #61JE1, as applicable), the specifications of which are set forth below.
●Released at the 1961 Geneva Auto Show, the Jaguar E-Type stole headlines across the world and was famously described by Enzo Ferrari as “the most beautiful car in the world.”
●The Jaguar E-Type was designed by Jaguar co-founder Sir William Lyons along aerodynamicist Malcolm Sayer.
●The Series Jaguar E-Type is 1 of 6,886 left-hand-drive (“LHD”) Series 1 roadsters featuring a 3.8L engine, which were built from 1961 to 1964.
●The Series Jaguar E-Type is a first-year example with the unique early features of flat floors and welded louvers. Only the first 2,086 LHD cars had flat floors, and it is estimated only the first 1,000 cars total featured welded louvers.
●The Series Jaguar E-Type benefited from a comprehensive 2,500-hour bare metal restoration in 2011 conducted by Autosport of Seattle (for the mechanicals) and Britsport of Seattle (for the cosmetics). The Series Jaguar E-Type was restored to its original specification, retaining all original mechanicals and body panels, with the exception of a few upgrades to improve its usability.
Asset Description
Ownership & Maintenance History
●Production of the Series Jaguar E-Type completed at the Jaguar Factory in Coventry, UK on November 9, 1961. The Series E-type was sold to its first owner in Scott City, Kansas in June of 1962.
●The penultimate owner, an E-Type enthusiast and active community member, acquired the Underlying Asset in 1999 as a non-running project. In 2011, he commissioned a full restoration, bringing the Series E-Type to concours condition. During this restoration, the Underlying Asset was upgraded to include modern brake calipers, Koni front shocks, and an upgraded radiator. All original parts have been retained.
●The most recent owner acquired the Series Jaguar E-type November 3, 2015 after it had covered just 200 miles since restoration.
Notable Features
●Jaguar Heritage Certificate
●Photo documentation restoration completed 2011
●Original hard top and jack
●Desirable early features of flat floors and welded louvers
Notable Defects
●New floors, toe boards, transmission tunnel, and lower bonnet valence were fitted during the restoration as the originals were not salvageable
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Details
Series 1961 Jaguar E-type | |
Year | 1961 |
Production Total (Series I, 3.8L) | 15,498 |
1,140 (since restoration) | |
Engine | 3.8L Inline 6 Cylinder |
Transmission | 4 Speed Manual |
Color EXT | Opalescent Silver Grey |
Color INT | Red |
Documentation | Jaguar Heritage Certificate, restoration photos |
Condition | Restored, concours condition |
Books/manuals/jack | Yes |
Restored | Yes |
Paint | Repainted |
Vin # | 876073 |
Engine | Original (R2512-8) |
Transmission | Original (EB1613JS) |
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Jaguar E-Type going forward.
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USE OF PROCEEDS – Series #75RA1
We estimate that the gross proceeds of the Series #75RA1 Offering (including from Series #75RA1 Interests acquired by the Manager) will be approximately $84,000 assuming the full amount of the Series #75RA1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #75RA1 Asset Cost (1) | $75,000 | 89.29% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $2,500 | 2.98% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $617 | 0.74% | |
Offering Expenses (3) | $630 | 0.75% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $300 | 0.36% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $500 | 0.60% | |
Registration and other vehicle-related fees | $250 | 0.30% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $500
| 0.60% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $3,703 | 4.41% | |
Total Fees and Expenses | $6,500 | 7.74% | |
Total Proceeds | $84,000 | 100.00% |
(1)Consists of a $7,500 non-interest-bearing payment by the Manager and a $67,500 payment to be made to the Automobile Seller by March 22, 2019.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #75RA1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #75RA1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #75RA1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On December 22, 2018, the Company entered into a purchase agreement to acquire the Series Renault Alpine A110 from the Automobile Seller for a total cost of $75,000 (the “#75RA1 Asset Cost”) of which $7,500 was paid in cash as a non-refundable down payment. The $7,500 non-refundable down payment was financed through a $7,500 payment from the Manager at the time of entry into this purchase agreement.
Under the terms of this purchase agreement, the Company has the obligation to pay the remaining amount of $67,500 outstanding under the purchase agreement by March 22, 2019, irrespective of whether a Closing of the Series #75RA1 Offering has occurred by this point in time. There are no ongoing expenses with the purchase agreement.
Upon the Closing of the Series #75RA1 Offering, proceeds from the sale of the Series #75RA1 Interests will be distributed to the account of Series #75RA1. Series #75RA1 will then pay the Automobile Seller the remaining $67,500 under this purchase agreement. Upon payment of the remaining amount under this purchase
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agreement and the repayment of the down-payment made by the Manager, the Series Renault Alpine A110 will be owned by the Series #75RA1 and will not be subject to any liens or encumbrances.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #75RA1 Offering will be used to pay an estimated (i) $567 - $617 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #75RA1 Offering, (ii) $630 of Offering Expenses related to the Custody Fee, (iii) $1,550 of Acquisition Expenses (including but not limited to the items described in the table above), $1,300 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,703 - $3,753 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Renault Alpine A110. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #75RA1 Interests. Of the proceeds of the Series #75RA1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #75RA1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #75RA1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #75RA1 Offering for future Operating Expenses. In the event that less than the Maximum Series #75RA1 Interests are sold in connection with the Series #75RA1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
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DESCRIPTION OF THE SERIES RENAULT ALPINE A110
Investment Overview
●Upon completion of the Series #75RA1 Offering, Series #75RA1 will purchase a 1975 Renault Alpine A110 (at times described as the “Alpine” or the “A110” throughout this Offering Circular) as the underlying asset for Series #75RA1 (the “Series Renault Alpine A110” or the “Underlying Asset” with respect to Series #75RA1, as applicable), the specifications of which are set forth below.
●The Renault Alpine A110 was a highly successful rally car, recording podium finishes in event such as the Coupe des Alpes and Rallye Monte Carlo in 1969 and 1970. The Alpine then went on to win the World Rally Championship in 1971 and 1973. The Series Renault Alpine A110 is a homologated road variant of the racing car that won the first ever World Rally Championship in 1971.
●The Series Renault Alpine A110 is one of just 2,890 “1300” variants produced in six years of production from 1971-1976.
●The Series Renault Alpine A110 features an upgraded engine bored-out to 1440cc and fitted with twin side draft Dell’Orto carburetors.
Asset Description
Ownership & Maintenance History
●Sold new to its original owner in Belgium for an MSRP of 28,500 Francs.
●The Series Renault Alpine A110 is believed to have had two additional owners since being imported in the United States.
●The Series Renault Alpine A110 received a full restoration to original specifications by Jim Gordon in the mid-2000s.
●The Series Renault Alpine A110 was most recently serviced in late 2018 by New Canaan Foreign Car in Connecticut.
Notable Features
●Retains its matching numbers driveline and many original mechanical components
●Original books
●While in the care of its penultimate owner, the Series Renault Alpine A110 was featured in a Motor Trend article by Rory Jurnecka in January of 2012.
Notable Defects
●Non-original Koni dampers
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Details
Series Renault Alpine A110 | |
Year | 1975 |
Production Total (1300cc engine) | 2,890 |
Mileage | 101,192 km |
Engine | 1300cc. Inline 4 Cyl. |
Transmission | 5 Speed Manual |
Color EXT | ELF Blue |
Color INT | Black |
Documentation | To be confirmed |
Condition | Restored |
Books/manuals/tools | Yes |
Restored | Yes |
Paint | Repainted |
Vin # | 15597 |
Engine | Original (upgraded) |
Transmission | Original |
Depreciation
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Renault Alpine A110 going forward.
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USE OF PROCEEDS – Series #93FS1
We estimate that the gross proceeds of the Series #93FS1 Offering (including from Series #93FS1 Interests acquired by the Manager) will be approximately $137,500 assuming the full amount of the Series #93FS1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #93FS1 Asset Cost (1) | $130,000 | 94.55% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $2,500 | 1.82% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $1,011 | 0.74% | |
Offering Expenses (3) | $1,031 | 0.75% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $0 | 0.00% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $1,000 | 0.73% | |
Registration and other vehicle-related fees | $250 | 0.18% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $400
| 0.29% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $1,308 | 0.95% | |
Total Fees and Expenses | $5,000 | 3.64% | |
Total Proceeds | $137,500 | 100.00% |
(1)Consists of a $10,000 non-interest-bearing down-payment by the Manager and a $120,000 purchase option with the Automobile Seller.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #93FS1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #93FS1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #93FS1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On January 15, 2019, the Company entered into a purchase option agreement for the right to acquire the Series Ferrari 348TS SS from the Automobile Seller for a total cost of $130,000 (the “Series #93FS1 Asset Cost”) of which $10,000 was paid in cash as a non-refundable down payment. The $10,000 non-refundable down payment was financed through a $10,000 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.
Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series Ferrari 348TS SS for a total Series #93FS1 Asset Cost of $130,000 over a fifty-nine-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series Ferrari 348TS SS will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series Ferrari 348TS SS until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for
25
the Series Ferrari 348TS SS by the end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties.
Upon the Closing of the Series #93FS1 Offering, proceeds from the sale of the Series #93FS1 Interests will be distributed to the account of Series #93FS1. Series #93FS1 will then exercise the purchase option to acquire the Series Ferrari 348TS SS and pay the Automobile Seller the remaining amount of $120,000 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series Ferrari 348TS SS will be transferred to and owned by Series #93FS1 and not subject to any liens or encumbrances.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #93FS1 Offering will be used to pay an estimated (i) $928 - $1,011 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #93FS1 Offering, (ii) $1,031 of Offering Expenses related to the Custody Fee, (iii) $1,650 of Acquisition Expenses (including but not limited to the items described in the table above), $1,400 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $1,308 - $1,391 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Ferrari 348TS SS. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #93FS1 Interests. Of the proceeds of the Series #93FS1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #93FS1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #93FS1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #93FS1 Offering for future Operating Expenses. In the event that less than the Maximum Series #93FS1 Interests are sold in connection with the Series #93FS1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
26
DESCRIPTION OF THE SERIES FERRARI 348TS SS
Investment Overview
●Upon completion of the Series #93FS1 Offering, Series #93FS1 will purchase a 1993 Ferrari 348TS Series Speciale (at times described as the “ Ferrari 348TS SS” throughout this Offering Circular) as the underlying asset for Series #93FS1 (the “Series Ferrari 348TS SS” or the “Underlying Asset” with respect to Series #93FS1, as applicable), the specifications of which are set forth below.
●The Ferrari 348 (including the 348TS SS) is a product of Leonardo Fioravanti of the Pininfarina design firm. Fioravanti’s Ferrari portfolio included cars such as the F40, 288 GTO, 512BB, and Testarossa. The 348 was Fioravanti’s final design at Pininfarina.
●The Ferrari 348 model line marked a technological step for Ferrari’s construction methods. Departing from the standard steel tube chassis of the past, Ferrari opted for a monocoque structure adding valuable stiffness to the chassis.
●The Ferrari 348TS SS saw only 100 examples produced, all for the American market. The Ferrari 348TS SS features a number of upgrades over the standard 348, including a freer-flowing exhaust, engine upgrades resulting in 12 additional horsepower, and revised body styling.
●The 348 was the last V8 Ferrari to feature manual steering, making it attractive for the driving enthusiast.
●The Series Ferrari 348TS SS is 1 of 65 targa examples produced and includes the F40-style seat option.
●The Series Ferrari 348TS SS is an award-winning example, having earned a Platinum award at the Ferrari Club of America Reading Concours in 2016.
Asset Description
Ownership & Maintenance History
●The Series Ferrari 348TS SS was delivered new to Texas in 1993. The original owner kept the car until 2015, accruing a total of 14,850 miles. The Underlying Asset was then sold to its second owner in Florida, who added 230 miles during a single year of ownership. The third and most recent owner, residing in Pennsylvania, bought the Underlying Asset in April 2016, at which time the odometer indicated 15,124 miles.
●The Series Ferrari 348TS SS comes with a clean Carfax report and service records dating back to 2007. A major service totaling nearly $10k was performed in 2015 and included a full engine service and clutch service, among other maintenance items. Ahead of entering into the 2016 Reading Ferrari Concours, the Underlying Asset received $2k in concours prep from RB Collection in Breinigsville, PA.
Notable Features
●Original car cover, books, and tools
●Original bill of sale
●Believed to be original paint based on consistent finish and paint meter readings
●Optioned with F40-style leather-wrapped carbon fiber seats
Notable Defects
●Slight “peppering” on the front bumper consistent with normal road use
●Very slight delamination around the edge of the windshield
●Minor spider cracking on the passenger side rear wheel center cap, a common issue for these cars that can be easily remedied
27
Details
Series Ferrari 348TS SS | |
Year | 1993 |
Production Total | 100 |
Mileage | 16,422 miles |
Engine | 3.4L V8 |
Transmission | 5 Speed, Manual |
Color EXT | Rosso Corso |
Color INT | Tan Leather |
Documentation | Carfax, service records, original bill of sale |
Condition | Original, Excellent |
Books/manuals/tools | Yes |
Restored | No |
Paint | Original |
Vin # | ZFFRG36A6P0095017 |
Engine | Original (#32351) |
Transmission | Original |
Depreciation
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Ferrari 348TS SS going forward.
28
USE OF PROCEEDS – Series #90MM1
We estimate that the gross proceeds of the Series #90MM1 Offering (including from Series #90MM1 Interests acquired by the Manager) will be approximately $26,600 assuming the full amount of the Series #90MM1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #90MM1 Asset Cost (1) | $22,000 | 82.71% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $1,500 | 5.64% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $196 | 0.74% | |
Offering Expenses (3) | $500 | 1.88% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $0 | 0.00% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $900 | 3.38% | |
Registration and other vehicle-related fees | $250 | 0.94% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $300
| 1.13% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $954 | 3.59% | |
Total Fees and Expenses | $3,100 | 11.65% | |
Total Proceeds | $26,600 | 100.00% |
(1)Consists of a $22,000 purchase option with the Automobile Seller to be paid in full at the end of the ninety-day exclusivity period.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #90MM1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #90MM1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #90MM1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire Series Mazda Miata from the Automobile Seller for a total cost of $22,000 (the “#90MM1 Asset Cost”).
Upon the closing of the #90MM1 Offering, proceeds from the sale of the Series #90MM1 Interests will be distributed to the account of Series #90MM1. Series #90MM1 will then exercise the purchase option to acquire the Series Mazda Miata and pay the Automobile Seller the amount of $22,000 under this purchase option.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #90MM1 Offering will be used to pay an estimated (i) $180 - $196 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #90MM1 Offering, (ii) $500 of Offering Expenses related to the Custody Fee, (iii) $1,450 of Acquisition Expenses (including but not limited to the items described in the table above), $1,200 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for
29
future Operating Expenses, and (iv) $954 - $970 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Mazda Miata. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #90MM1 Interests. Of the proceeds of the Series #90MM1 Offering, $1,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #90MM1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #90MM1 Offering. The Series is expected to keep $1,500 of the proceeds of the Series #90MM1 Offering for future Operating Expenses. In the event that less than the Maximum Series #90MM1 Interests are sold in connection with the Series #90MM1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
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DESCRIPTION OF THE SERIES MAZDA MIATA
Investment Overview
●Upon completion of the Series #90MM1 Offering, Series #90MM1 will purchase a 1990 Mazda Miata (at times described as the “Mazda Miata” throughout this Offering Circular) as the underlying asset for Series #90MM1 (the “Series Mazda Miata” or the “Underlying Asset” with respect to Series #90MM1, as applicable), the specifications of which are set forth below.
●The Mazda Miata MX-5 was the first generation of Mazda’s popular two-seat roadster design. The MX-5 debuted at the 1989 Chicago Auto Show and was an instant hit with sports car enthusiasts in North America.
●The lightweight simplicity of the Mazda Miata, combined with the 1.6-liter twin-cam engine, provided for an engaging driver experience.
●Automobile magazine awarded the Mazda Miata MX-5 “Car of the Year” in 1990. In May of 2000, the Mazda Miata MX-5 was given the Guinness Book of World Records award for the best-selling two-seat sports car.
●The Series Mazda Miata is one of 215,364 first generation MX-5s built.
●The Series Mazda Miata is an exceptionally low-mileage example, showing fewer than 500 original miles.
Asset Description
Ownership & Maintenance History
●The Series Mazda Miata is an example of the first-generation MX-5 platform. It was delivered new in Red over Black cloth interior without optional air-conditioning or hardtop.
●The Series Mazda Miata has been under single ownership its entire life, belonging to the husband and wife that originally purchased the car from Ganley Mazda in Cleveland, OH.
●The Series Mazda Miata was cared for as an investment, and as such shows a remarkable 492 total original miles, making it quite possibly one of the lowest mileage examples of the first-generation MX-5 remaining today.
●All factory supplied literature and accessories are in place. Vehicle is accompanied by a Carfax report, original window sticker, and original bill of sale.
Notable Features
●Original books, tools, keys, and spare
●Spectacular “as-new” original interior and paint
●Regularly serviced and inspected in Ohio
●Single ownership
Notable Defects
●Extremely light oxidation to exposed metal components in undercarriage and brake calipers
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Details
Series Mazda Miata | |
Year | 1990 |
Production Total | 215,364 |
Mileage | 492 |
Engine | 1.6-liter DOHC I4 |
Transmission | 5 Speed, Manual |
Color EXT | Red |
Color INT | Black Cloth |
Documentation | Carfax and service records |
Condition | As New |
Books/manuals/tools | Yes |
Restored | No |
Paint | Original |
Vin # | JM1NA3513L0132891 |
Engine | Original |
Transmission | Original |
Depreciation
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Mazda Miata going forward.
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USE OF PROCEEDS – Series #87FF1
We estimate that the gross proceeds of the Series #87FF1 Offering (including from Series #87FF1 Interests acquired by the Manager) will be approximately $118,000 assuming the full amount of the Series #87FF1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #87FF1 Asset Cost (1) | $110,000 | 93.22% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $2,500 | 2.12% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $867 | 0.74% | |
Offering Expenses (3) | $885 | 0.75% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $0 | 0.00% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $2,000 | 1.69% | |
Registration and other vehicle-related fees | $250 | 0.21% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $500
| 0.42% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $998 | 0.85% | |
Total Fees and Expenses | $5,500 | 4.66% | |
Total Proceeds | $118,000 | 100.00% |
(1)Consists of a $10,000 non-interest-bearing down-payment by the Manager and a $100,000 purchase option with the Automobile Seller.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #87FF1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #87FF1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #87FF1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire the Series Ferrari 412 from the Automobile Seller for a total cost of $110,000 (the “Series #87FF1 Asset Cost”) of which $10,000 was paid in cash as a non-refundable down payment. The $10,000 non-refundable down payment was financed through a $10,000 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.
Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series Ferrari 412 for a total Series #87FF1 Asset Cost of $110,000 over a ninety-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series Ferrari 412 will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series Ferrari 412 until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for the Series Ferrari 412 by the
33
end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties
Upon the Closing of the Series #87FF1 Offering, proceeds from the sale of the Series #87FF1 Interests will be distributed to the account of Series #87FF1. Series #87FF1 will then exercise the purchase option to acquire the Series Ferrari 412 and pay the Automobile Seller the remaining amount of $100,000 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series Ferrari 412 will be transferred to and owned by Series #87FF1 and not subject to any liens or encumbrances.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #87FF1 Offering will be used to pay an estimated (i) $797 - $867 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #87FF1 Offering, (ii) $885 of Offering Expenses related to the Custody Fee, (iii) $2,750 of Acquisition Expenses (including but not limited to the items described in the table above), $2,500 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $998 - $1,069 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series Ferrari 412. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #87FF1 Interests. Of the proceeds of the Series #87FF1 Offering, $2,500 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #87FF1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #87FF1 Offering. The Series is expected to keep $2,500 of the proceeds of the Series #87FF1 Offering for future Operating Expenses. In the event that less than the Maximum Series #87FF1 Interests are sold in connection with the Series #87FF1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
34
DESCRIPTION OF THE SERIES FERRARI 412
Investment Overview
●Upon completion of the Series #87FF1 Offering, Series #87FF1 will purchase a 1987 Ferrari 412 (at times described as the “412” throughout this Offering Circular) as the underlying asset for Series #87FF1 (the “Series Ferrari 412” or the “Underlying Asset” with respect to Series #87FF1, as applicable), the specifications of which are set forth below.
●The Ferrari 412 was the final iteration of Ferrari’s 2+2 Grand Touring chassis with design by Pininfarina, which traces its roots to the 1970s with the introduction of the 365 GT4 2+2. The Ferrari 412 featured noticeable exterior differences from its predecessors including a higher boot line, deeper front spoiler, and integrated bumper inserts, all of which provided for improved aerodynamics.
●The Ferrari 412 featured an advanced self-leveling rear suspension and was the first Ferrari to incorporate ABS brakes.
●The Ferrari 412 saw only 576 examples built across five years of production. The Series Ferrari 412 is one of only 270 of those cars were built with the optional manual transmission.
●The introduction of the Ferrari 412 in 1985 saw engine displacement increase to 5.0 liters, and power increased to 340 hp. At the time, this was the second largest production engine built by Ferrari, next to the 500 Superfast of the 1960s.
Asset Description
Ownership & Maintenance History
●The Ferrari 412 was never officially offered for sale in the US. The Series Ferrari 412 was imported privately to California by its original owner in 1989. This original owner had the car certified as 50-state US legal, as confirmed by US Dept of Transportation records. The Underlying Asset remained with this original owner for 16 years and was acquired by its second owner, another Southern California resident, in 2005 with 29,363 indicated miles. The third and most recent owner acquired the vehicle in 2016 at which point the car showed 32,056 miles.
●The Series Ferrari 412 comes with a Carfax report and service records dating back to 1999. A major service was performed in 2016 including new A/C compressor and rebuild of both fuel distributors. A more recent service was done to include new spark plugs and wires, ignition rotors and caps, new fuel pumps, rebuilt warm up regulators, new catalytic converters, air hoses, and fuel pressure accumulators, among other maintenance items.
Notable Features
●Original books, tools, Ferrari keys, and spare
●Original leather interior
●Serviced and well-functioning self-leveling rear suspension
●Rare factory color combination
●California Bureau of Automotive Repair certified and 50-state legal
●Comprehensive service and history file
Notable Defects
●Stone chips to nose and front spoiler consistent with normal road use
●Minor rash on both front wheels
●Carpet frayed behind driver’s seat
●Leather shrinkage on top of gauge cluster
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Details
Series Ferrari 412 | |
Year | 1987 |
Production Total | 576 |
Mileage | 34,230 |
Engine | 4,942 cc V12 |
Transmission | 5 Speed, Manual |
Color EXT | Prugna Metallic |
Color INT | Crema Leather |
Documentation | Carfax and service records |
Condition | Excellent, highly original |
Books/manuals/tools | Yes |
Restored | No |
Paint | Original |
Vin # | ZFFYD25B000069189 |
Engine | Original |
Transmission | Original |
Depreciation
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series Ferrari 412 going forward.
36
USE OF PROCEEDS – Series #12MM1
We estimate that the gross proceeds of the Series #12MM1 Offering (including from Series #12MM1 Interests acquired by the Manager) will be approximately $125,000 assuming the full amount of the Series #12MM1 Offering is sold, and will be used as follows:
| Dollar Amount | Percentage of Gross Cash Proceeds | |
Uses |
|
| |
Cash Portion of the #12MM1 Asset Cost (1) | $115,000 | 92.00% | |
Equity retained by Automobile Seller | $0 | 0.00% | |
Document Fee | $0 | 0.00% | |
Cash on Series Balance Sheet | $3,000 | 2.40% | |
Accrued Interest | $0 | 0.00% | |
Brokerage Fee (assuming the Manager acquired 2% of Interests and the Automobile Seller retained 0% of interests) (2) | $919 | 0.74% | |
Offering Expenses (3) | $938 | 0.75% | |
Acquisition Expenses (4)
| Refurbishment & maintenance | $0 | 0.00% |
Transport from Seller to Warehouse incl. associated Insurance (as applicable) | $800 | 0.64% | |
Registration and other vehicle-related fees | $250 | 0.20% | |
Finder Fee | $0 | 0.00% | |
Marketing Materials | $300
| 0.24% | |
Sourcing Fee (assuming the Manager acquires approximately 2% of Interests) | $3,794 | 3.04% | |
Total Fees and Expenses | $7,000 | 5.60% | |
Total Proceeds | $125,500 | 100.00% |
(1)Consists of a $11,500 non-interest-bearing down-payment by the Manager and a $103,500 purchase option with the Automobile Seller.
(2)Calculation of Brokerage Fee excludes proceeds from the sale of Series #12MM1 Interests to the Manager, its affiliates, or the Automobile Seller.
(3)Solely in connection with the offering of the Series #12MM1 Interests, the Manager has assumed and will not be reimbursed for Offering Expenses, except for expenses related to the Custody Fee, which will be paid through the proceeds of the Series #12MM1 Offering.
(4)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
On January 23, 2019, the Company entered into a purchase option agreement for the right to acquire the Series McLaren MP4-12C from the Automobile Seller for a total cost of $115,000 (the “Series #12MM1 Asset Cost”) of which $11,500 was paid in cash as a non-refundable down payment. The $11,500 non-refundable down payment was financed through a $11,500 non-interest-bearing payment from the Manager at the time of the entry into this purchase option agreement.
Under the terms of this purchase option agreement, the Company has the right, but not the obligation to acquire the Series McLaren MP4-12C for a total Series #12MM1 Asset Cost of $115,000 over a ninety-day exclusivity period. There are no ongoing expenses associated with the purchase option agreement. Until the exercise of this purchase option, the Series McLaren MP4-12C will remain in the custody of the Automobile Seller, stored securely in an expert facility, and the Automobile Seller is responsible for any ongoing expenses related to the Series McLaren MP4-12C until such time as this purchase option is exercised. If the full amount of the purchase price is not paid for
37
the Series McLaren MP4-12C by the end of the ninety-day exclusivity period, then this purchase option agreement will automatically terminate, unless otherwise extended by the parties.
Upon the Closing of the Series #12MM1 Offering, proceeds from the sale of the Series #12MM1 Interests will be distributed to the account of Series #12MM1. Series #12MM1 will then exercise the purchase option to acquire the Series McLaren MP4-12C and pay the Automobile Seller the remaining amount of $103,500 under this purchase option. Upon payment of the remaining amount under this purchase option agreement and the repayment of the down-payment made by the Manager, the Series McLaren MP4-12C will be transferred to and owned by Series #12MM1 and not subject to any liens or encumbrances.
In addition to the costs of acquiring the Underlying Asset, proceeds from the Series #12MM1 Offering will be used to pay an estimated (i) $844 - $919 to the Broker (the Brokerage Fee) as consideration for providing certain broker-dealer services to the Company in connection with this Series #12MM1 Offering, (ii) $938 of Offering Expenses related to the Custody Fee, (iii) $1,350 of Acquisition Expenses (including but not limited to the items described in the table above), $1,100 of which will be paid to the Manager and its affiliates, except as to the extent that Acquisition Expenses are lower than anticipated, any overage will be maintained in an operating account for future Operating Expenses, and (iv) $3,794 - $3,869 Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series McLaren MP4-12C. The ranges for Brokerage Fee and Sourcing Fee are calculated based on the Manager purchasing 2% to 10% of the Series #12MM1 Interests. Of the proceeds of the Series #12MM1 Offering, $3,000 will remain in the operating account of the Series for future Operating Expenses. See “Plan of Distribution and Subscription Procedure – Fees and Expenses” for additional information.
The allocation of the net proceeds of this Series #12MM1 Offering set forth above represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. The Manager reserves the right to modify the use of proceeds based on the factors set forth above. The Company is not expected to keep any of the proceeds from the Series #12MM1 Offering. The Series is expected to keep $3,000 of the proceeds of the Series #12MM1 Offering for future Operating Expenses. In the event that less than the Maximum Series #12MM1 Interests are sold in connection with the Series #12MM1 Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.
38
DESCRIPTION OF THE SERIES MCLAREN MP4-12C
Investment Overview
●Upon completion of the Series #12MM1 Offering, Series #12MM1 will purchase a 2012 Mclaren MP4-12C (at times described as the “12C” throughout this Offering Circular) as the underlying asset for Series #12MM1 (the “Series McLaren MP4-12C” or the “Underlying Asset” with respect to Series #12MM1, as applicable), the specifications of which are set forth below.
●The 2012 McLaren MP4-12C, designed by Frank Stevenson under Executive Director of Operations Alan Foster, was McLarens first production road car in nearly a decade since the McLaren F1 and the first to be wholly designed by McLaren.
●Starting with no prior road car to build upon, McLaren used technologies and construction methods from their successful formula one teams to create the 12C. The entirely carbon fiber monocell, something competitors were still making out of aluminum and steel, added substantial weight savings and chassis stiffness furthering its overall performance.
●The Series McLaren MP4-12C is one of just an estimated 3,500 12C’s produced throughout the world.
●The Series McLaren MP4-12C is a 7,925 mile example finished in the heritage spec of McLaren Orange, a special optioned paint.
Asset Description
Ownership & Maintenance History
●Imported to the US from McLaren’s Surrey, England plant arriving on September 14th, 2012, The Series McLaren MP4-12C was sold new at McLaren of Philadelphia.
●The Series McLaren MP4-12C has had two subsequent owners, each of whom trusted service and care to McLaren Philadelphia, one of the premier McLaren service facilities globally, and the only McLaren F1 Service Center in North America.
●The underlying asset has received regular maintenances in accordance with the normal maintenance schedule of the 12C. Notably in February of 2018 The Series McLaren MP4-12C received a comprehensive “4th year” service.
●Clean detailed Carfax report
Notable Features
●Extensive carbon fiber options including: engine covers, mirror casings, interior trim, and sill panels.
●Other notable options include: Meridian audio, full leather interior, spoiler, contrast stitching, McLaren orange calipers, and lightweight forged wheels
●The Series Asset has been upgraded to IRIS 2 hardware and software, at a cost of over $10,000, abating issues common to the original technology package.
●70% of the car is protected with clear bra.
Notable Defects
●No known defects to The Series Asset.
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Details
Series McLaren MP4-12C | |
Year | 2012 |
Production Total | ~3500 |
Mileage | 7,925 |
Engine | 3.8L Twin-Turbo V8 |
Transmission | 6-speed DCT Automatic |
Color EXT | McLaren Orange |
Color INT | Carbon Black |
Documentation | Carfax, Service Records |
Condition | Original, excellent condition |
Books/manuals/tools | Yes |
Restored | No |
Paint | Original |
Vin # | SBM11AAA2CW001710
|
Engine | Original |
Transmission | Original |
Depreciation
The Company treats automobile assets as collectible and therefore will not depreciate or amortize the Series McLaren MP4-12C going forward.
40
41
Exhibit 2.1 – Certificate of Formation (1)
Exhibit 2.2 – Second Amended and Restated Operating Agreement (1)
Exhibit 3.1 – Series Designation for Series #77LE1 (1)
Exhibit 3.2 – Amended and Restated Series Designation for Series #69BM1 (1)
Exhibit 3.3 – Series Designation for Series #88LJ1 (3)
Exhibit 3.4 – Series Designation for Series #85FT1 (3)
Exhibit 3.5 – Series Designation for Series #55PS1 (3)
Exhibit 3.6 – Amended and Restated Series Designation for Series #83FB1 (9)
Exhibit 3.7 – Amended and Restated Series Designation for Series #93XJ1 (9)
Exhibit 3.8 – Series Designation for Series #95BL1 (8)
Exhibit 3.9 – Series Designation for Series #90FM1 (9)
Exhibit 3.10 – Series Designation for Series #89PS1 (9)
Exhibit 3.11 – Series Designation for Series #98DV1 (10)
Exhibit 3.12 – Series Designation for Series #80LC1 (10)
Exhibit 3.13 – Series Designation for Series #72FG1 (10)
Exhibit 3.14 – Series Designation for Series #06FS1 (11)
Exhibit 3.15 – Series Designation for Series #94DV1 (11)
Exhibit 3.16 – Amended and Restated Series Designation for Series #91MV1 (12)
Exhibit 3.17 – Series Designation for Series #02AX1 (11)
Exhibit 3.18 – Series Designation for Series #92LD1 (11)
Exhibit 3.19 – Series Designation for Series #99LE1 (11)
Exhibit 3.20 – Series Designation for Series #91GS1 (11)
Exhibit 3.21 – Series Designation for Series #99FG1 (11)
Exhibit 3.22 – Series Designation for Series #88PT1 (11)
Exhibit 3.23 – Amended and Restated Series Designation for Series #90ME1 (12)
Exhibit 3.24 – Series Designation for Series #82AB1 (11)
Exhibit 3.25 – Series Designation for Series #00FM1 (12)
Exhibit 3.26 – Series Designation for Series #94LD1 (12)
Exhibit 3.27 – Series Designation for Series #02BZ1 (12)
Exhibit 3.28 – Series Designation for Series #88BM1 (12)
Exhibit 3.29 – Series Designation for Series #11BM1 (12)
Exhibit 3.30 – Series Designation for Series #03PG1 (12)
Exhibit 3.31 – Series Designation for Series #06FG1 (12)
Exhibit 3.32 – Series Designation for Series #72MC1 (12)
Exhibit 3.33 – Series Designation for Series #65AG1 (13)
Exhibit 3.34 – Series Designation for Series #76PT1 (13)
Exhibit 3.35 – Series Designation for Series #63CC1 (13)
Exhibit 3.36 – Series Designation for Series #65FM1 (13)
Exhibit 3.37 – Series Designation for Series #61MG1 (13)
Exhibit 3.38 – Series Designation for Series #82AV1 (13)
Exhibit 3.39 – Series Designation for Series #91DP1 (13)
Exhibit 3.40 – Series Designation for #61JE1
Exhibit 3.41 – Series Designation for #75RA1
Exhibit 3.42 – Series Designation for #93FS1
Exhibit 3.43 – Series Designation for #90MM1
Exhibit 3.44 – Series Designation for #87FF1
Exhibit 3.45 – Series Designation for #12MM1
Exhibit 4.1 – Form of Subscription Agreement for Series #69BM1 (1)
Exhibit 4.2 – Form of Subscription Agreement for Series #88LJ1 (3)
Exhibit 4.3 – Form of Subscription Agreement for Series #85FT1 (3)
Exhibit 4.4 – Form of Subscription Agreement for Series #55PS1 (3)
Exhibit 4.5 – Amended and Restated Form of Subscription Agreement for Series #83FB1 (9)
Exhibit 4.6 – Amended and Restated Form of Subscription Agreement for Series #93XJ1 (9)
III-1
Exhibit 4.7 – Form of Subscription Agreement for Series #95BL1 (8)
Exhibit 4.8 – Form of Subscription Agreement for Series #90FM1 (9)
Exhibit 4.9 – Form of Subscription Agreement for Series #89PS1 (9)
Exhibit 4.10 – Form of Subscription Agreement for Series #98DV1 (10)
Exhibit 4.11 – Form of Subscription Agreement for Series #80LC1 (10)
Exhibit 4.12 – Form of Subscription Agreement for Series #72FG1 (10)
Exhibit 4.13 – Amended and Restated Form of Subscription Agreement for Series #06FS1 (11)
Exhibit 4.14 – Form of Subscription Agreement for Series #94DV1 (11)
Exhibit 4.15 – Amended and Restated Form of Subscription Agreement for Series #91MV1 (12)
Exhibit 4.16 – Form of Subscription Agreement for Series #02AX1 (11)
Exhibit 4.17 – Form of Subscription Agreement for Series #92LD1 (11)
Exhibit 4.18 – Form of Subscription Agreement for Series #99LE1 (11)
Exhibit 4.19 – Form of Subscription Agreement for Series #91GS1 (11)
Exhibit 4.20 – Form of Subscription Agreement for Series #99FG1 (11)
Exhibit 4.21 – Form of Subscription Agreement for Series #88PT1 (11)
Exhibit 4.22 – Amended and Restated Form of Subscription Agreement for Series #90ME1 (12)
Exhibit 4.23 – Form of Subscription Agreement for Series #82AB1 (11)
Exhibit 4.24 – Form of Subscription Agreement for Series #00FM1 (12)
Exhibit 4.25 – Form of Subscription Agreement for Series #94LD1 (12)
Exhibit 4.26 – Form of Subscription Agreement for Series #02BZ1 (12)
Exhibit 4.27 – Form of Subscription Agreement for Series #88BM1 (12)
Exhibit 4.28 – Form of Subscription Agreement for Series #11BM1 (12)
Exhibit 4.29 – Form of Subscription Agreement for Series #03PG1 (12)
Exhibit 4.30 – Form of Subscription Agreement for Series #06FG1 (12)
Exhibit 4.31 – Form of Subscription Agreement for Series #72MC1 (12)
Exhibit 4.32 – Form of Subscription Agreement for Series #65AG1 (13)
Exhibit 4.33 – Form of Subscription Agreement for Series #76PT1 (13)
Exhibit 4.34 – Form of Subscription Agreement for Series #63CC1 (13)
Exhibit 4.35 – Form of Subscription Agreement for Series #65FM1 (13)
Exhibit 4.36 – Form of Subscription Agreement for Series #61MG1 (13)
Exhibit 4.37 – Form of Subscription Agreement for Series #82AV1 (13)
Exhibit 4.38 – Form of Subscription Agreement for Series #91DP1 (13)
Exhibit 4.39 – Form of Subscription Agreement
Exhibit 6.1 – Form of Asset Management Agreement for Series #69BM1 (1)
Exhibit 6.2 – Promissory Note in respect of Series #69BM1 Asset (1)
Exhibit 6.3 – Promissory Note in respect of Series #88LJ1 Asset (3)
Exhibit 6.4 – Promissory Note in respect of Series #85FT1 Asset (3)
Exhibit 6.5 – Promissory Note, Disclosure and Security Agreement in respect of Series #85FT1 Asset (3)
Exhibit 6.6 – Purchase Option Agreement in respect of Series #55PS1 Asset (3)
Exhibit 6.7 – Promissory Note in respect of Series #55PS1 Asset (3)
Exhibit 6.8 – Form of Asset Management Agreement for Series #88LJ1 (3)
Exhibit 6.9 – Form of Asset Management Agreement for Series #85FT1 (3)
Exhibit 6.10 – Form of Asset Management Agreement for Series #55PS1 (3)
Exhibit 6.11 – Form of Asset Management Agreement for Series #83FB1 (4)
Exhibit 6.12 – Purchase Option Agreement in respect of Series #83FB1 Asset (4)
Exhibit 6.13 – Form of Asset Management Agreement for Series #93XJ1 (7)
Exhibit 6.14 – Purchase Option Agreement in respect of Series #93XJ1 Asset (7)
Exhibit 6.15 – Promissory Note in respect of Series #95BL1 Asset (8)
Exhibit 6.16 – Promissory Note, Disclosure and Security Agreement in respect of Series #95BL1 Asset (8)
Exhibit 6.17 – Form Asset Management Agreement in respect of Series #95BL1 Asset (8)
Exhibit 6.18 – Promissory Note 2 in respect of Series #55PS1 Asset (8)
Exhibit 6.19 – Promissory Note in respect of Series #93XJ1 Asset (8)
Exhibit 6.20 – Promissory Note 2 in respect of Series #93XJ1 Asset (8)
Exhibit 6.21 – Form of Asset Management Agreement for Series #90FM1 (9)
Exhibit 6.22 – Form of Asset Management Agreement for Series #89PS1 (9)
Exhibit 6.23 – Purchase Option Agreement in respect of Series #90FM1 Asset (9)
III-2
Exhibit 6.24 – Purchase Option Agreement in respect of Series #89PS1 Asset (9)
Exhibit 6.25 – Promissory Note in respect of Series #98DV1 Asset (10)
Exhibit 6.26 – Form of Asset Management Agreement for Series #98DV1 (10)
Exhibit 6.27 – Purchase Option Agreement in respect of Series #80LC1 Asset (10)
Exhibit 6.28 – Form of Asset Management Agreement for Series #80LC1 (10)
Exhibit 6.29 – Form of Asset Management Agreement for Series #72FG1 (10)
Exhibit 6.30 – Amended and Restated Form of Asset Management Agreement for Series #06FS1 (11)
Exhibit 6.31 – Purchase Option Agreement in respect of Series #06FS1 Asset (11)
Exhibit 6.32 – Purchase Option Agreement in respect of Series #94DV1 Asset (11)
Exhibit 6.33 – Promissory Note in respect of Series #02AX1 Asset (11)
Exhibit 6.34 – Promissory Note in respect of Series #99LE1 Asset (11)
Exhibit 6.35 – Form of Asset Management Agreement for Series #94DV1 (11)
Exhibit 6.36 – Amended and Restated Form of Asset Management Agreement for Series #91MV1 (12)
Exhibit 6.37 – Form of Asset Management Agreement for Series #02AX1 (11)
Exhibit 6.38 – Form of Asset Management Agreement for Series #92LD1 (11)
Exhibit 6.39 – Form of Asset Management Agreement for Series #99LE1 (11)
Exhibit 6.40 – Form of Asset Management Agreement for Series #91GS1 (11)
Exhibit 6.41 – Form of Asset Management Agreement for Series #99FG1 (11)
Exhibit 6.42 – Form of Asset Management Agreement for Series #88PT1 (11)
Exhibit 6.43 – Amended and Restated Form of Asset Management Agreement for Series #90ME1(12)
Exhibit 6.44 – Form of Asset Management Agreement for Series #82AB1 (11)
Exhibit 6.45 – Form of Asset Management Agreement for Series #00FM1 (12)
Exhibit 6.46 – Form of Asset Management Agreement for Series #94LD1 (12)
Exhibit 6.47 – Form of Asset Management Agreement for Series #02BZ1 (12)
Exhibit 6.48 – Form of Asset Management Agreement for Series #88BM1 (12)
Exhibit 6.49 – Form of Asset Management Agreement for Series #11BM1 (12)
Exhibit 6.50 – Form of Asset Management Agreement for Series #03PG1 (12)
Exhibit 6.51 – Form of Asset Management Agreement for Series #06FG1 (12)
Exhibit 6.52 – Form of Asset Management Agreement for Series #72MC1 (12)
Exhibit 6.53 – Purchase Agreement in respect of Series #94LD1 Asset (12)
Exhibit 6.54 – Purchase Agreement in respect of Series #02BZ1 Asset (12)
Exhibit 6.55 – Purchase Option Agreement in respect of Series #11BM1 Asset (12)
Exhibit 6.56 – Purchase Option Agreement in respect of Series #03PG1 Asset (12)
Exhibit 6.57 – Purchase Agreement in respect of Series #06FG1 Asset (12)
Exhibit 6.58 – Purchase Option Agreement in respect of Series #72MC1 Asset (12)
Exhibit 6.59 – Form of Asset Management Agreement for Series #65AG1 (13)
Exhibit 6.60 – Form of Asset Management Agreement for Series #76PT1 (13)
Exhibit 6.61 – Form of Asset Management Agreement for Series #63CC1 (13)
Exhibit 6.62 – Form of Asset Management Agreement for Series #65FM1 (13)
Exhibit 6.63 – Form of Asset Management Agreement for Series #61MG1 (13)
Exhibit 6.64 – Form of Asset Management Agreement for Series #82AV1 (13)
Exhibit 6.65 – Form of Asset Management Agreement for Series #91DP1 (13)
Exhibit 6.66 – Purchase Agreement in respect of Series #65FM1 Asset (13)
Exhibit 6.67 – Purchase Agreement in respect of Series #61MG1 Asset (13)
Exhibit 6.68 – Purchase Option Agreement in respect of Series #91DP1 Asset (13)
Exhibit 6.69 – Form of Asset Management Agreement for Series #61JE1
Exhibit 6.70 – Form of Asset Management Agreement for Series #75RA1
Exhibit 6.71 – Form of Asset Management Agreement for Series #93FS1
Exhibit 6.72 – Form of Asset Management Agreement for Series #90MM1
Exhibit 6.73 – Form of Asset Management Agreement for Series #87FF1
Exhibit 6.74 – Form of Asset Management Agreement for Series #12MM1
Exhibit 8.1 – Form of Escrow Agreement (1)
Exhibit 11.1 – Consent of EisnerAmper LLP
Exhibit 12.1 – Opinion of Nixon Peabody LLP
Exhibit 13.1 – Testing the Waters Materials for Series #69BM1 (1)
Exhibit 15.1 – Draft Offering Statement previously submitted pursuant to Rule 252(d) (2)
III-3
(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on June 30, 2017
(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on July 13, 2017
(3)Previously filed as an Exhibit to the Company’s Form 1-A POS filed with the Commission on August 21, 2017
(4)Previously filed as Amendment 2 to the Company’s Form 1-A POS filed with the Commission on
December 18, 2017
(5)Previously filed as Amendment 3 to the Company’s Form 1-A POS filed with the Commission on December 19, 2017
(6)Amended as part of the submission of Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018
(7)Previously filed as Amendment 4 to the Company’s Form 1-A POS filed with the Commission on February 20, 2018
(8)Previously filed as Amendment 5 to the Company’s Form 1-A POS filed with the Commission on May 11, 2018
(9)Previously filed as Amendment 6 to the Company’s Form 1-A POS filed with the Commission on June 22, 2018
(10)Previously filed as Amendment 7 to the Company’s Form 1-A POS filed with the Commission on August 24, 2018
(11)Previously filed as Amendment 8 to the Company’s Form 1-A POS filed with the Commission on October 15, 2018
(12)Previously filed as Amendment 10 to the Company’s Form 1-A POS filed with the Commission on November 16, 2018
(13)Previously filed as Amendment 11 to the Company’s Form 1-A POS filed with the Commission on December 19, 2018
(13)
III-4
SIGNATURES
Pursuant to the requirements of Regulation A, the issuer has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
RSE COLLECTION, LLC
By: RSE Markets, Inc., its managing member
By: /s/ Christopher Bruno
Name: Christopher Bruno
Title: President
This report has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date
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/s/ Christopher Bruno Name: Christopher Bruno | President of RSE Markets, Inc. (Principal Executive Officer)
| January 31, 2019
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/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt | Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer)
| January 31, 2019 |
RSE MARKETS, INC.
By: /s/ Christopher Bruno Name: Christopher Bruno Title: President
| Managing Member | January 31, 2019 |
Exhibit 3.40
Series Designation of
Series #61JE1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.40 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #61JE1, a series of RSE Collection, LLC (“Series #61JE1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.40”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Exhibit 3.41
Series Designation of
Series #75RA1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.41 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #75RA1, a series of RSE Collection, LLC (“Series #75RA1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.41”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Exhibit 3.42
Series Designation of
Series #93FS1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.42 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #93FS1, a series of RSE Collection, LLC (“Series #93FS1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.42”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Exhibit 3.43
Series Designation of
Series #90MM1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.43 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #90MM1, a series of RSE Collection, LLC (“Series #90MM1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.43”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Exhibit 3.44
Series Designation of
Series #87FF1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.44 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #87FF1, a series of RSE Collection, LLC (“Series #87FF1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.44”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Exhibit 3.45
Series Designation of
Series #12MM1, a series of RSE Collection, LLC
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.45 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #12MM1, a series of RSE Collection, LLC (“Series #12MM1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.45”.
References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.
- 1 -
Series #TICKER, a series of RSE Collection, LLC
Interests are offered through Cuttone & Company, LLC, a registered broker-dealer and a member of FINRA and SIPC (“Broker”)
Subscription Agreement to subscribe for Series #TICKER, a series of RSE Collection, LLC
Legal name of Purchaser
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Number of Series #TICKER Interests subscribed for
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Price of Series #TICKER Interests subscribed for
| $ |
1
PAYMENT DETAILS
Please complete the following ACH payment details in order to automatically transfer money into the escrow account:
Account Number: |
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Routing Number: |
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2
SUBSCRIPTION AGREEMENT
SERIES #TICKER, A SERIES OF RSE COLLECTION, LLC
RSE Markets, Inc., as managing member of RSE Collection, LLC
250 Lafayette Street, 3rd Floor
New York, NY 10012
Ladies and Gentlemen:
1.Subscription. The person named on the front of this subscription agreement (the “Purchaser”) (this “Subscription Agreement”), intending to be legally bound, hereby irrevocably agrees to purchase from Series #TICKER, a series of RSE Collection, LLC, a Delaware series limited liability company (the “Company”), the number of Series #TICKER Interests (the “Series #TICKER Interests”) set forth on the front of this Subscription Agreement at a purchase price of $PRICE (USD) per Series #TICKER Interest and on the terms and conditions of the Amended and Restated Operating Agreement governing the Company dated on or around the date of acceptance of this subscription by RSE Markets, Inc., the managing member of the Company (the “Manager”), as amended and restated from time to time (the “Operating Agreement”), a copy of which the Purchaser has received and read.
This subscription is submitted by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Company of up to NUMBER Series #TICKER Interests for maximum aggregate gross proceeds of $AMOUNT (the “Offering”), unless further Series #TICKER Interests are issued by the Company in accordance with the terms of the Operating Agreement.
Upon the basis of the representations and warranties, and subject to the terms and conditions, set forth herein, the Company agrees to issue and sell the Series #TICKER Interests to the Purchaser on the date the Offering is closed (the “Closing”) for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”).
2.Payment. Concurrent with the execution hereof, the Purchaser authorizes (i) Atlantic Capital Bank (the “Escrow Agent”) as escrow agent for the Company, to request the Subscription Price from the Purchaser’s bank (details of which are set out in the “Payment Details” section above) or (ii) the transfer of funds in an amount equal to the Subscription Price from the Purchaser’s bank account into the escrow account through the payment services of a payment services provider, integrated with the mobile app-based investment platform called Rally Rd.™ (or its successor platform) operated by the Manager or its affiliates. The Company shall cause the Escrow Agent to maintain all such funds for the Purchaser’s benefit in a segregated non-interest-bearing account until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the termination of the Offering by the Manager in its sole discretion.
3.Termination of Offering or Rejection of Subscription.
3.1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, or (b) the Offering is terminated by the Manager in its sole discretion, the Company will cause the Escrow Agent to refund the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.
3.2The Purchaser understands and agrees that the Manager, in its sole discretion, reserves the right to accept or reject this or any other subscription for Series #TICKER Interests, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. If the Manager rejects a subscription, either in whole or in part (which decision is in its sole discretion), the Manager shall cause the Escrow Agent to return the rejected Subscription Price or the rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon. If this subscription is rejected in whole this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted.
4.Acceptance of Subscription. At the Closing, if the Manager accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement and cause the Escrow Agent to release the Subscription Price (or applicable portion thereof if such subscription is only accepted in part) to the Company for the benefit of Series #TICKER. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Manager this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Purchase Price in accordance with this Agreement. The Purchaser understands and agrees that this subscription is made subject to the condition that the Series #TICKER Interests to be issued and delivered on account of this subscription will be issued only in the name of and delivered only to the Purchaser. Effective upon the Company’s execution of this Subscription Agreement, the Purchaser shall be a member of the Company, and the Purchaser agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Purchaser were a party to it (and grants to the Manager the power of attorney described therein).
5.Representations and Warranties, Acknowledgments, and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, Series #TICKER and the Manager as follows:
(a)The Purchaser is aware that an investment in the Series #TICKER Interests involves a significant degree of risk, and has received and carefully read the Company’s Offering Circular dated DATE (as amended, the “Offering Circular”) and, in particular, the “Risk Factors” section therein. The Purchaser understands that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in such “Risk Factors”. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Company or its financial condition.
(b)The offering and sale of the Series #TICKER Interests has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the Series #TICKER Interests is intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor qualification (“Investor Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the Series #TICKER Interests for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part.
(c)The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the Manager, the Broker (as defined on the first page hereto) and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser.
(d)The Purchaser acknowledges that the Purchaser’s responses to the investor qualification questions posed in the Rally Rd.TM Platform and reflected in the Investor Qualification and Attestation, are complete and accurate as of the date hereof.
(e)The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the offering of the Series #TICKER Interests.
(f)In evaluating the suitability of an investment in the Series #TICKER Interests, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the Operating Agreement and this Subscription Agreement.
(g)Except as previously disclosed in writing to the Company, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby and, in turn, to be paid to its selected dealers, and in all instances the Purchaser shall be solely liable for any such fees and shall indemnify the Company with respect thereto pursuant to paragraph 6 of this Subscription Agreement.
(h)The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, and business matters, and, in particular, investments in securities, so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the Series #TICKER Interests and the Company and to make an informed investment decision with respect thereto.
(i)The Purchaser is not relying on the Company, the Manager, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the Series #TICKER Interests, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the Series #TICKER Interests.
(j)No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser's affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser's obligations hereunder, including, without limitation, the purchase of the Series #TICKER Interests by the Purchaser.
(k)The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the Series #TICKER Interests for an indefinite period of time.
(l)The Purchaser (i) if a natural person, represents that the Purchaser has reached the age of 21 (or 18 in states with such applicable age limit) and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (ii) if a corporation, partnership, or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the Series #TICKER Interests, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the Series #TICKER Interests, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (iii) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, or limited liability company or partnership, or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, or limited liability company or partnership, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.
(m)Any power of attorney of the Purchaser granted in favor of the Manager contained in the Operating Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed.
(n)If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the “Investor Qualification and Attestation” section of this Subscription Agreement. The Purchase first learned of the offer and sale of the Series #TICKER Interests in the state listed in the “Investor Qualification and Attestation” section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser’s Series #TICKER Interests.
(o)The Purchaser is either (i) a natural person resident in the United States, (ii) a partnership, corporation or limited liability company organized under the laws of the United States, (iii) an estate of which any executor or administrator is a U.S. person, (iv) a trust of which any trustee is a U.S. person, (v) an agency or branch of a foreign entity located in the United States, (vi) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person, or (vii) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. The Purchaser is not (A) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated, or (if an individual) resident in the United States, (B) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law, (C) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person, (D) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country, or (E) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located.
(p)Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is true, complete and accurate and may be relied upon by the Manager, the Company and the Broker, in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the Series #TICKER Interests.
(q)The Purchaser is not, nor is it acting on behalf of, a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974 (such regulation, the “Plan Asset Regulation”, and a benefit plan investor described in the Plan Asset Regulation, a “Benefit Plan Investor”). For the avoidance of doubt, the term Benefit Plan Investor includes all employee benefit plans subject to Part 4, Subtitle B, Title I of ERISA, any plan to which Section 4975 of the Code applies and any entity, including any insurance company general account, whose underlying assets constitute “plan assets”, as defined under the Plan Asset Regulation, by reason of a Benefit Plan Investor’s investment in such entity.
(r)The Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its advisors, if any, consider material to its decision to make this investment.
(s)Within five (5) days after receipt of a written request from the Manager, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject.
(t)THE SERIES #TICKER INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SERIES #TICKER INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT. THE SERIES #TICKER INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
(u)The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals, including specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs, or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Furthermore, to the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
(v)To the best of the Purchaser’s knowledge, none of: (1) the Purchaser; (2) any person controlling or controlled by the Purchaser; (3) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (4) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure. A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
(w)If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (1) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (2) the Foreign Bank maintains operating records related to its banking activities; (3) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (4) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate.
(x)Each of the representations and warranties of the parties hereto set forth in this Section 5 and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing.
6.Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, Series #TICKER, the Manager and their respective officers, directors, employees, agents, members, partners, control persons and affiliates (each of which shall be deemed third party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.
7.Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives, and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties, and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives, and permitted assigns.
8.Modification. This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.
9.Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the Series #TICKER Interests shall be made only in accordance with all applicable laws and the Operating Agreement. Any assignment contrary to the terms hereof shall be null and void and of no force or effect.
10.Lock-up Period. Following the Closing of the Offering for Series #TICKER, the Purchaser agrees not to transfer its Series #TICKER Interests for a 90-day lock-up period after the Closing before the Series #TICKER Interests may be transferred by any investor, which transfer shall be in compliance with applicable laws and the Operating Agreement.
11.Applicable Law and Exclusive Jurisdiction. This Subscription Agreement and the rights and obligations of the Purchaser arising out of or in connection with this Subscription Agreement, the Operating Agreement and the Offering Circular shall be construed in accordance with and governed by the internal laws of the State of Delaware without regard to principles of conflict of laws. The Purchaser (i) irrevocably submits to the non-exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware in any action arising out of this Subscription Agreement, the Operating Agreement and the Offering Circular and (ii) consents to the service of process by mail.
12.Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require.
13.Miscellaneous.
13.1Sections 15.1 (Addresses and Notices), 15.2 (Further Action) and 15.8 (Applicable Law and Jurisdiction) of the Operating Agreement are deemed incorporated into this Subscription Agreement.
13.2This Subscription Agreement, together with the Operating Agreement, constitutes the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
13.3The covenants, agreements, representations and warranties of the Company and the Purchaser made, and the indemnification rights provided for, in this Subscription Agreement shall survive the execution and delivery hereof and delivery of the Series #TICKER Interests, regardless of any investigation made by or on behalf of any party, and shall survive delivery of any payment for the Subscription Price.
13.4Except to the extent otherwise described in the Offering Circular, each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants or others engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.
13.5This Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures sent by facsimile transmission or by email transmission of a PDF scanned document or other electronic signature), but all of which shall together constitute one and the same instrument.
13.6Each provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Subscription Agreement.
13.7Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth in the text.
13.8Words and expressions which are used but not defined in this Subscription Agreement shall have the meanings given to them in the Operating Agreement.
[Signature Page Follows]
3
SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT
RSE COLLECTION, LLC
SERIES #TICKER INTERESTS
The Purchaser hereby elects to subscribe under the Subscription Agreement for the number and price of the Series #TICKER Interests stated on the front page of this Subscription Agreement and executes the Subscription Agreement.
If the Purchaser is an INDIVIDUAL, and if purchased as JOINT TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:
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Accepted:
RSE COLLECTION, LLC, SERIES #TICKER
By: RSE Markets, Inc., its Manager
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INVESTOR QUALIFICATION AND ATTESTATION
INVESTOR INFORMATION
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(a)I am an “accredited investor”, and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or
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(b)The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth2 or annual income. |
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Are you or anyone in your immediate household associated with a FINRA member, organization, or the SEC (Y / N) |
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Are you or anyone in your household or immediate family a 10% shareholder, officer, or member of the board of directors of a publicly traded company? (Y / N) |
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2 In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability.
6
ATTESTATION
I understand that an investment in private securities is very risky, that I may lose all of my invested capital that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted. |
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The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company.
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CERTIFICATE OF ACCREDITED INVESTOR STATUS
The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor”:
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| A natural person whose net worth3, either individually or jointly with such person’s spouse, at the time of such person’s purchase, exceeds $1,000,000; |
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| A natural person who had individual income in excess of $200,000, or joint income with your spouse in excess of $300,000, in the previous two calendar years and reasonably expects to reach the same income level in the current calendar year; |
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| A director, executive officer, or general partner of RSE Collection, LLC or RSE Markets, Inc.; |
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| A bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(a)(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; |
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| A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; |
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| An organization described in section 501(c)(3) of the Internal Revenue Code, corporation, limited liability company, Massachusetts or similar business trust, or partnership, in each case not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; |
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| A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in § 230.506(b)(2)(ii) under the Act; or |
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| An entity in which all of the equity owners are accredited investors as described above. |
3 In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability. In calculating your net worth jointly with your spouse, your spouse’s primary residence (if different from your own) and indebtedness secured by such primary residence should be treated in a similar manner.
8
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #61JE1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #61JE1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #61JE1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #61JE1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #61JE1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #61JE1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #61JE1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #61JE1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #61JE1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #61JE1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #61JE1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #61JE1 Asset;
(iv)develop standards for the care of the Series #61JE1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #61JE1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #61JE1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #61JE1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #61JE1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #61JE1 Asset as of such date, individually, or 3% of the value of the Series #61JE1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #61JE1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #61JE1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #61JE1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #61JE1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #61JE1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #61JE1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #61JE1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #61JE1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #61JE1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #61JE1 Asset has been liquidated and the obligations connected to such Series #61JE1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #61JE1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #61JE1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #61JE1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #61JE1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #61JE1 ASSET
Series Jaguar E-Type
Vin# 876073
D-1
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #75RA1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #75RA1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #75RA1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #75RA1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #75RA1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #75RA1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #75RA1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #75RA1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #75RA1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #75RA1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #75RA1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #75RA1 Asset;
(iv)develop standards for the care of the Series #75RA1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #75RA1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #75RA1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #75RA1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #75RA1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #75RA1 Asset as of such date, individually, or 3% of the value of the Series #75RA1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #75RA1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #75RA1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #75RA1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #75RA1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #75RA1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #75RA1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #75RA1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #75RA1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #75RA1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #75RA1 Asset has been liquidated and the obligations connected to such Series #75RA1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #75RA1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #75RA1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #75RA1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #75RA1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #75RA1 ASSET
Series Renault Alpine A110
Vin# 15597
D-1
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #93FS1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #93FS1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #93FS1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #93FS1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #93FS1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #93FS1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #93FS1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #93FS1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #93FS1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #93FS1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #93FS1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #93FS1 Asset;
(iv)develop standards for the care of the Series #93FS1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #93FS1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #93FS1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #93FS1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #93FS1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #93FS1 Asset as of such date, individually, or 3% of the value of the Series #93FS1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #93FS1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #93FS1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #93FS1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #93FS1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #93FS1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #93FS1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #93FS1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #93FS1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #93FS1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #93FS1 Asset has been liquidated and the obligations connected to such Series #93FS1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #93FS1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #93FS1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #93FS1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #93FS1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #93FS1 ASSET
Series Ferrari 348TS SS
Vin# ZFFRG36A6P0095017
D-1
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #90MM1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #90MM1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #90MM1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #90MM1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #90MM1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #90MM1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #90MM1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #90MM1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #90MM1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #90MM1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #90MM1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #90MM1 Asset;
(iv)develop standards for the care of the Series #90MM1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #90MM1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #90MM1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #90MM1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #90MM1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #90MM1 Asset as of such date, individually, or 3% of the value of the Series #90MM1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #90MM1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #90MM1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #90MM1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #90MM1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #90MM1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #90MM1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #90MM1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #90MM1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #90MM1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #90MM1 Asset has been liquidated and the obligations connected to such Series #90MM1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #90MM1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #90MM1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #90MM1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #90MM1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #90MM1 ASSET
Series Mazda Miata
Vin# JM1NA3513L0132891
D-1
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #87FF1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #87FF1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #87FF1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #87FF1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #87FF1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #87FF1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #87FF1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #87FF1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #87FF1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #87FF1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #87FF1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #87FF1 Asset;
(iv)develop standards for the care of the Series #87FF1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #87FF1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #87FF1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #87FF1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #87FF1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #87FF1 Asset as of such date, individually, or 3% of the value of the Series #87FF1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #87FF1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #87FF1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #87FF1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #87FF1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #87FF1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #87FF1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #87FF1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #87FF1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #87FF1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #87FF1 Asset has been liquidated and the obligations connected to such Series #87FF1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #87FF1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #87FF1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #87FF1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #87FF1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #87FF1 ASSET
Series Ferrari 412
Vin# ZFFYD25B000069189
D-1
ASSET MANAGEMENT AGREEMENT
BETWEEN
RSE MARKETS, INC.
AND
SERIES #12MM1, A SERIES OF RSE COLLECTION, LLC
This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2019 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #12MM1, a Series of RSE Collection, LLC (the “Series”).
WHEREAS, the Series seeks to invest in the Series #12MM1 Asset (as defined in the Appendix) in accordance with the terms and conditions of the Second Amended and Restated Operating Agreement, dated May 25, 2017, of RSE Collection, LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”) together with Exhibit B setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the Series #12MM1 Asset as well as the business of the Series including the development and execution of the Membership Experience Programs and other member engagement products;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), which may, among other things, provide guidance with respect to the appropriate levels of annual fleet level insurance costs and maintenance costs for the Series #12MM1 Asset and approve service providers engaged for the maintenance, transportation, repair and license of the Series #12MM1 Asset.
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the Series #12MM1 Asset;
WHEREAS, the Asset Manager wishes to accept such appointment; and
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.Appointment of Asset Manager; Acceptance of Appointment. The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the Series #12MM1 Asset. The Asset Manager hereby accepts such appointment.
2.Authority of the Asset Manager.
(a)Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #12MM1 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
(i)develop a maintenance schedule for the Series #12MM1 Asset in consultation with the Advisory Board and oversee compliance with such maintenance schedule;
(ii)purchase and maintain insurance coverage for the Series #12MM1 Asset for the benefit of the Series;
(iii)engage third party independent contractors for the care, custody, maintenance and management of the #12MM1 Asset;
(iv)develop standards for the care of the Series #12MM1 Asset while in storage;
(v)develop standards for the transportation and care of the Series #12MM1 Asset when outside of storage;
(vi)reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #12MM1 Asset paid by the Asset Manager hereunder;
(vii)deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #12MM1 Asset and ensure delivery of payments to third parties for any such services; and
(viii)generally perform any other act necessary to carry out its obligations under this Agreement.
(b)The Asset Manager shall have full responsibility for the maintenance of the registration and title of the Series #12MM1 Asset, handling of inspections and payments to and filings with the Department of Motor Vehicles or equivalent office in the applicable jurisdiction.
(c)The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:
(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #12MM1 Asset as of such date, individually, or 3% of the value of the Series #12MM1 Asset as of such date, in the aggregate without the prior consent of the managing member of the Series; or
(ii)sell, transfer or convey the Series #12MM1 Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #12MM1 Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #12MM1 Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #12MM1 Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #12MM1 Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #12MM1 Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.Representations and Warranties. Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.Limitation of Liability; Indemnification.
(a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #12MM1 Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.
(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #12MM1 Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
(a)As compensation for services performed by the Asset Manager under this Agreement, and in consideration therefor, the Series will pay an annual asset management fee (the “Asset Management Fee”) to the Asset Manager in respect of each fiscal year, equal to 50% of any Free Cash Flows available for distribution pursuant to Article VII of the Operating Agreement. Any such amount will be paid at the same time as, and only if, a distribution is made from the Series to its Members.
(b)Except as set forth in Section 5, the Series will bear all expenses of the Series #12MM1 Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.Services to Other Clients; Certain Affiliated Activities.
(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.[RESERVED].
10.Duration and Termination. Unless terminated as set forth below, this Agreement shall continue in full force and effect until one year after the date on which the Series #12MM1 Asset has been liquidated and the obligations connected to such Series #12MM1 Asset (including, without limitation, contingent obligations) have terminated or, if earlier, the removal of RSE Markets, Inc. as managing member of the Series. Either party may terminate this Agreement immediately upon a material breach of the Agreement by the other party, without penalty or other additional payment, except that the Series shall pay the Asset Management Fee of the Asset Manager referred to in section 7, pro-rated to the date of termination, together with all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 10, 12, 15 and 17 hereof shall survive the termination of this Agreement.
11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #12MM1 Asset.
12.Notices. Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
Series #12MM1
c/o RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
If to the Asset Manager:
RSE Markets, Inc.
250 Lafayette Street, 3rd Floor
New York, NY 10012
Attention: Chris Bruno
Email: hello@rallyrd.com
13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
15.Confidentiality. All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the Series #12MM1 Asset and except for disclosure to counsel, accountants and other advisors.
16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
17.Governing Law; Jurisdiction.
(a)This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware.
(b)The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
18.Counterparts. This Agreement may be executed in one or more counterparts with the same force and effect as if each of the signatories had executed the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
ASSET MANAGER
RSE MARKETS, INC.
By:
Name:
Title:
SERIES #12MM1, A SERIES OF RSE COLLECTION, LLC
By: RSE MARKETS, INC., as managing member
By: __________________________________
Name:
Title:
APPENDIX
THE SERIES #12MM1 ASSET
Series McLaren MP4-12C
Vin# SBM11AAA2CW001710
D-1
Exhibit 12.1
Nixon Peabody LLP
Tower 46
55 West 46th Street
New York, NY 10036-4120
212-940-3000
January 30, 2019
RSE Collection, LLC
c/o RSE Markets, Inc.
250 Lafayette Street
3rd Floor
New York, NY 10012
Re: Post Qualification Amendment No. 12 to Offering Statement on Form 1-A
Ladies and Gentlemen:
We have acted as special counsel to RSE Collection, LLC, a Delaware series limited liability company (the “Company”) in connection with the filing of an Offering Statement on Form 1-A as amended by the Post Qualification Offering Circular Amendment No. 12(together, the “Offering Statement”) pursuant to 17 CFR Part 230.251 et. seq. (“Regulation A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Offering Statement relates to the proposed issuance and sale by the Company (the “Offering”) of up to 2,000 of the Company’s Series #11BM1 Interests, Series #86FT1 Interests, Series #63CC1 Interests, Series #65FM1 Interests, Series #75RA1 Interests, Series #93FS1 Interests, Series #90MM1 Interests, Series #87FF1 Interests and Series #12MM1 Interests, up to 2,200 of the Company’s Series #91GS1 Interests, Series #99FG1 Interests, Series #88PT1 Interests and Series #82AB1 Interests, up to 3,000 of the Company’s Series #02BZ1 Interests, Series #88BM1 Interests, Series #03PG1 Interests, Series #65AG1 Interests, Series #76PT1 Interests and Series #61JE1, up to 5,000 of the Company’s Series #80LC1 Interests, Series #94LD1 Interests, Series #61MG1 Interests, Series #82AV1 Interests, Series #91DP1 Interests, up to 5,476 of the Company’s Series #72FG1 Interests, and up to 5,750 of the Company’s Series #90ME1 Interests (collectively, the “Interests”, in each case as defined in the Second Amended and Restated Operating Agreement of the Company dated as of May 25, 2017 (the “Operating Agreement”) and the Series Designation of Series #91GS1, the Series Designation of Series #99FG1, the Series Designation of Series #88PT1, the Series Designation of Series #90ME1, the Series Designation of Series #80LC1, the Series Designation of Series #72FG1, the Series Designation of Series #82AB1, the Series Designation of Series #94LD1, the Series Designation of Series #02BZ1, the Series Designation of Series #88BM1, the Series Designation of Series #11BM1, the Series Designation of Series #86FT1, the Series Designation of Series #03PG1, the Series Designation of Series #65AG1, the Series Designation of Series #76PT1, the Series Designation of Series #63CC1, the Series Designation of Series #65FM1, the Series Designation of Series #61MG1, the Series Designation of Series #82AV1, the Series Designation of Series #91DP1, the Series Designation of Series #61JE1, the Series Designation of Series #75RA1, the Series Designation of Series #93FS1, the Series Designation of Series #90MM1, the Series Designation of Series #87FF1 and the Series Designation of Series #12MM1 each in the forms attached thereto (collectively, the “Series Designations”)). We understand that the Interests will be sold as described in the Offering Statement and pursuant to Subscription Agreements, as the same may have been amended and restated prior to the date hereof, substantially in the forms filed as exhibits to the Offering Statement applicable to the particular Series, to be entered into by and between the Company and each of the purchasers of the Interests (each, a “Subscription Agreement” and collectively the “Subscription Agreements”).
In connection with the Offering, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Certificate of Formation of the Company, (ii) the Operating Agreement, (iii) the Series Designations, (iv) corporate proceedings, including the resolutions of the manager of the Company and the Board of Directors of the manager of the Company, with respect to the Offering, and (v) such other documents, instruments
and records as we have deemed necessary to enable us to render the opinions contained herein. We have also relied upon certificates and other assurances of officers of the manager of the Company and others as to certain factual matters without having independently verified such factual matters. We have also reviewed the Offering Statement and forms of Subscription Agreements filed with the Commission. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity with the originals of all documents submitted to us as copies, the authenticity of the originals of such documents, the completeness of all records and other information made available to us by the Company on which we have relied, the genuineness of all signatures, the legal capacity of all signatories who are natural persons and the due execution and delivery of all documents.
We have assumed that (i) the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (ii) the Offering Statement will be and remain qualified under the Securities Act, and (iii) the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. We have relied upon certificates of, and information received from, the Company and/or representatives of the Company when relevant facts were not otherwise independently established. We also have relied on information obtained from public officials and other sources believed by us to be reliable as to other questions of fact. We have made no independent investigation of the facts stated in such certificates or as to any information received from the Company, representatives of the Company and/or public officials and do not opine as to the accuracy of such factual matters.
Members of our firm involved in the preparation of this opinion are licensed to practice law in the State of New York and we do not purport to be experts on, or to express any opinion herein concerning, the laws of any jurisdiction other than the laws of the State of New York, the federal law of the United States, and the Delaware Limited Liability Company Act (the “Delaware Act”). We assume no obligation to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or changes in law that may hereafter occur.
Our opinions below are qualified to the extent that they may be subject to or affected by (i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium, usury, fraudulent conveyance or similar laws affecting the rights of creditors generally, and (ii) by general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity. We are opining only as to the matters expressly set forth herein and we express no opinion as to any matter not expressly opined on herein.
Based upon and subject to the foregoing, and the other qualifications and limitations contained herein, we are of the opinion that the Interests have been authorized by all necessary limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Operating Agreement, applicable Series Designation and applicable Subscription Agreement against payment therefor in the manner contemplated in the Offering Statement, will be legally issued and, under the Delaware Act, purchasers of the Interests have no obligation to make payments to the Company (other than their purchase price for the Interests), or contributions to the Company, solely by reason of their ownership of the Interests or their status as members of the Company, and no personal liability for the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.
We hereby consent to the filing of this opinion with the Commission as an exhibit to the Offering Statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, |
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| /s/ Nixon Peabody LLP |
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| NIXON PEABODY LLP |