0001768126-20-000047.txt : 20201211 0001768126-20-000047.hdr.sgml : 20201211 20201210184743 ACCESSION NUMBER: 0001768126-20-000047 CONFORMED SUBMISSION TYPE: 1-A POS PUBLIC DOCUMENT COUNT: 17 FILED AS OF DATE: 20201211 DATE AS OF CHANGE: 20201210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RSE Archive, LLC CENTRAL INDEX KEY: 0001768126 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-RETAIL STORES, NEC [5990] IRS NUMBER: 371920898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A POS SEC ACT: 1933 Act SEC FILE NUMBER: 024-11057 FILM NUMBER: 201381744 BUSINESS ADDRESS: STREET 1: 250 LAFAYETTE STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 3479528058 MAIL ADDRESS: STREET 1: 250 LAFAYETTE STREET STREET 2: 2ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10012 1-A POS 1 primary_doc.xml 1-A POS LIVE 0001768126 XXXXXXXX 024-11057 true false false RSE Archive, LLC DE 2019 0001768126 3949 37-1920898 0 0 250 LAFAYETTE STREET 2ND FLOOR NEW YORK NY 10012 3479528058 Max Niederste-Ostholt Other 171332.00 0.00 12383.00 3937681.00 4121396.00 1892038.00 0.00 1892038.00 2229358.00 4121396.00 0.00 37950.00 0.00 36594.00 0.00 0.00 EisnerAmper LLP Series #52MANTLE 1000 0 none Series #71MAYS 2000 0 none Series #RLEXPEPSI 2000 0 none Series #10COBB 1000 0 none Series #POTTER 3000 0 none Series #TWOCITIES 200 0 none Series #FROST 200 0 none Series #BIRKINBLEU 1000 0 none Series #SMURF 2000 0 none Series #70RLEX 1000 0 none 0 0 0 0 true true false Tier2 Audited Other(describe) LLC Interests Y Y N Y Y N 437650 0 11.1200 4867500.00 0.00 0.00 0.00 4867500.00 EisnerAmper LLP 0.00 Duane Morris LLP 0.00 Dalmore Group, LLC 48675.00 136352 4818825.00 true false AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY true PART II AND III 2 rsea1apos.htm POST AFFECTIVE AMENDMENT #16

EXPLANATORY NOTE

This is a post-qualification amendment to an offering statement on Form 1-A filed by RSE Archive, LLC. The offering statement was originally filed by RSE Archive, LLC on August 13, 2019 and has been amended by RSE Archive, LLC on multiple occasions since that date. The offering statement, as amended by pre-qualification amendments, was initially qualified by the U.S. Securities and Exchange Commission on October 11, 2019.

 

Different series of RSE Archive, LLC have already been offered or have been qualified but not yet launched as of the date hereof, by RSE Archive, LLC under the offering statement, as amended and qualified. Each such series of RSE Archive, LLC will continue to be offered and sold by RSE Archive, LLC following the filing of this post-qualification amendment subject to the offering conditions contained in the offering statement, as qualified.

 

The purpose of this post-qualification amendment is to add to the offering statement, as amended and qualified, the offering of additional series of RSE Archive, LLC. The series already offered, or qualified but not yet launched as of the date hereof, under the offering statement, and the additional series being added to the offering statement by means of this post-qualification amendment, are outlined in the “Master Series Table” contained in the section titled “Interests in Series Covered by This Amendment” of the Offering Circular to this post-qualification amendment.



 

This Post-Qualification Offering Circular Amendment No. 16 amends the Post-Qualification Offering Circular No. 15 of  RSE Archive LLC, dated November 10, 2020 as qualified on November 25, 2020, 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. 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-QUALIFICATION OFFERING CIRCULAR AMENDMENT NO. 16

SUBJECT TO COMPLETION; DATED DECEMBER 10, 2020

 

 


RSE ARCHIVE, LLC

 

 

250 LAFAYETTE STREET, 2nd FLOOR, NEW YORK, NY 10012

(347-952-8058) Telephone Number

www.rallyrd.com

 

This Post-Qualification Amendment relates to the offer and sale of series of interest, as described below, to be issued by RSE Archive, LLC (the “Company,” “RSE Archive,” “we,” “us,” or “our”).

 

Series Membership Interests Overview

Price to Public

Underwriting Discounts and Commissions (1)(2)(3)

Proceeds to Issuer

Proceeds to Other Persons

 

 

 

 

 

 

Series #52MANTLE

Per Unit

$132.00

 

$132.00

 

 

Total Minimum

$105,600

 

$105,600

 

 

Total Maximum

$132,000

 

$132,000

 

 

 

 

 

 

 

Series #71MAYS

Per Unit

$28.50

 

$28.50

 

 

Total Minimum

$45,600

 

$45,600

 

 

Total Maximum

$57,000

 

$57,000

 

 

 

 

 

 

 

Series #RLEXPEPSI

Per Unit

$8.90

 

$8.90

 

 

Total Minimum

$14,240

 

$14,240

 

 

Total Maximum

$17,800

 

$17,800

 

 

 

 

 

 

 

Series #10COBB

Per Unit

$39.00

 

$39.00

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 



 

 

 

 

 

 

Series #POTTER

Per Unit

$24.00

 

$24.00

 

 

Total Minimum

$57,600

 

$57,600

 

 

Total Maximum

$72,000

 

$72,000

 

 

 

 

 

 

 

Series #TWOCITIES

Per Unit

$72.50

 

$72.50

 

 

Total Minimum

$11,600

 

$11,600

 

 

Total Maximum

$14,500

 

$14,500

 

 

 

 

 

 

 

Series #FROST

Per Unit

$67.50

 

$67.50

 

 

Total Minimum

$10,800

 

$10,800

 

 

Total Maximum

$13,500

 

$13,500

 

 

 

 

 

 

 

Series #BIRKINBLEU

Per Unit

$58.00

 

$58.00

 

 

Total Minimum

$46,400

 

$46,400

 

 

Total Maximum

$58,000

 

$58,000

 

 

 

 

 

 

 

Series #SMURF

Per Unit

$17.25

 

$17.25

 

 

Total Minimum

$27,600

 

$27,600

 

 

Total Maximum

$34,500

 

$34,500

 

 

 

 

 

 

 

Series #70RLEX

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$16,000

 

$16,000

 

 

Total Maximum

$20,000

 

$20,000

 

 

 

 

 

 

 

Series #EINSTEIN

Per Unit

$7.25

 

$7.25

 

 

Total Minimum

$11,600

 

$11,600

 

 

Total Maximum

$14,500

 

$14,500

 

 

 

 

 

 

 

Series #HONUS

Per Unit

$52.00

 

$52.00

 

 

Total Minimum

$416,000

 

$416,000

 

 

Total Maximum

$520,000

 

$520,000

 



 

 

 

 

 

 

Series #75ALI

Per Unit

$23.00

 

$23.00

 

 

Total Minimum

$36,800

 

$36,800

 

 

Total Maximum

$46,000

 

$46,000

 

 

 

 

 

 

 

Series #71ALI

Per Unit

$15.50

 

$15.50

 

 

Total Minimum

$24,800

 

$24,800

 

 

Total Maximum

$31,000

 

$31,000

 

 

 

 

 

 

 

Series #APROAK

Per Unit

$75.00

 

$75.00

 

 

Total Minimum

$60,000

 

$60,000

 

 

Total Maximum

$75,000

 

$75,000

 

 

 

 

 

 

 

Series #88JORDAN

Per Unit

$11.00

 

$11.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 

Series #BIRKINBOR

Per Unit

$26.25

 

$26.25

 

 

Total Minimum

$42,000

 

$42,000

 

 

Total Maximum

$52,500

 

$52,500

 

 

 

 

 

 

 

Series #33RUTH

Per Unit

$38.50

 

$38.50

 

 

Total Minimum

$61,600

 

$61,600

 

 

Total Maximum

$77,000

 

$77,000

 

 

 

 

 

 

 

Series #SPIDER1

Per Unit

$22.00

 

$22.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 

Series #BATMAN3

Per Unit

$78.00

 

$78.00

 

 

Total Minimum

$62,400

 

$62,400

 

 

Total Maximum

$78,000

 

$78,000

 

 

 

 

 

 

 



Series #ROOSEVELT

Per Unit

$19.50

 

$19.50

 

 

Total Minimum

$15,600

 

$15,600

 

 

Total Maximum

$19,500

 

$19,500

 

 

 

 

 

 

 

Series #ULYSSES

Per Unit

$51.00

 

$51.00

 

 

Total Minimum

$20,400

 

$20,400

 

 

Total Maximum

$25,500

 

$25,500

 

 

 

 

 

 

 

Series #56MANTLE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 

Series #AGHOWL

Per Unit

$38.00

 

$38.00

 

 

Total Minimum

$15,200

 

$15,200

 

 

Total Maximum

$19,000

 

$19,000

 

 

 

 

 

 

 

Series #98JORDAN

Per Unit

$64.00

 

$64.00

 

 

Total Minimum

$102,400

 

$102,400

 

 

Total Maximum

$128,000

 

$128,000

 

 

 

 

 

 

 

Series #18ZION

Per Unit

$30.00

 

$30.00

 

 

Total Minimum

$12,000

 

$12,000

 

 

Total Maximum

$15,000

 

$15,000

 

 

 

 

 

 

 

Series #SNOOPY

Per Unit

$12.75

 

$12.75

 

 

Total Minimum

$20,400

 

$20,400

 

 

Total Maximum

$25,500

 

$25,500

 

 

 

 

 

 

 

Series #APOLLO11

Per Unit

$32.00

 

$32.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 



Series #24RUTHBAT

Per Unit

$85.00

 

$85.00

 

 

Total Minimum

$204,000

 

$204,000

 

 

Total Maximum

$255,000

 

$255,000

 

 

 

 

 

 

 

Series #YOKO

Per Unit

$80.00

 

$80.00

 

 

Total Minimum

$12,800

 

$12,800

 

 

Total Maximum

$16,000

 

$16,000

 

 

 

 

 

 

 

Series #86JORDAN

Per Unit

$40.00

 

$40.00

 

 

Total Minimum

$32,000

 

$32,000

 

 

Total Maximum

$40,000

 

$40,000

 

 

 

 

 

 

 

Series #RUTHBALL1

Per Unit

$14.50

 

$14.50

 

 

Total Minimum

$23,200

 

$23,200

 

 

Total Maximum

$29,000

 

$29,000

 

 

 

 

 

 

 

Series #HULK1

Per Unit

$44.50

 

$44.50

 

 

Total Minimum

$71,200

 

$71,200

 

 

Total Maximum

$89,000

 

$89,000

 

 

 

 

 

 

 

Series #HIMALAYA

Per Unit

$70.00

 

$70.00

 

 

Total Minimum

$112,000

 

$112,000

 

 

Total Maximum

$140,000

 

$140,000

 

 

 

 

 

 

 

Series #55CLEMENTE

Per Unit

$38.00

 

$38.00

 

 

Total Minimum

$30,400

 

$30,400

 

 

Total Maximum

$38,000

 

$38,000

 

 

 

 

 

 

 

Series #38DIMAGGIO

Per Unit

$22.00

 

$22.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 



Series #BOND1

Per Unit

$39.00

 

$39.00

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 

Series #LOTR

Per Unit

$29.00

 

$29.00

 

 

Total Minimum

$23,200

 

$23,200

 

 

Total Maximum

$29,000

 

$29,000

 

 

 

 

 

 

 

Series #CATCHER

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$10,000

 

$10,000

 

 

Total Maximum

$12,500

 

$12,500

 

 

 

 

 

 

 

Series #SUPER21

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,800

 

$6,800

 

 

Total Maximum

$8,500

 

$8,500

 

 

 

 

 

 

 

Series #BATMAN1

Per Unit

$71.00

 

$71.00

 

 

Total Minimum

$56,800

 

$56,800

 

 

Total Maximum

$71,000

 

$71,000

 

 

 

 

 

 

 

Series #GMTBLACK1

Per Unit

$28.00

 

$28.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #BIRKINTAN

Per Unit

$28.00

 

$28.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #61JFK

Per Unit

$11.50

 

$11.50

 

 

Total Minimum

$18,400

 

$18,400

 

 

Total Maximum

$23,000

 

$23,000

 

 

 

 

 

 

 



Series #50JACKIE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 

Series #POKEMON1

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$100,000

 

$100,000

 

 

Total Maximum

$125,000

 

$125,000

 

 

 

 

 

 

 

Series #LINCOLN

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$64,000

 

$64,000

 

 

Total Maximum

$80,000

 

$80,000

 

 

 

 

 

 

 

Series #STARWARS1

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$9,600

 

$9,600

 

 

Total Maximum

$12,000

 

$12,000

 

 

 

 

 

 

 

Series #56TEDWILL

Per Unit

$45.00

 

$45.00

 

 

Total Minimum

$72,000

 

$72,000

 

 

Total Maximum

$90,000

 

$90,000

 

 

 

 

 

 

 

Series #68MAYS

Per Unit

$19.50

 

$19.50

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 

Series #TMNT1

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$52,000

 

$52,000

 

 

Total Maximum

$65,000

 

$65,000

 

 

 

 

 

 

 

Series #CAPTAIN3

Per Unit

$37.00

 

$37.00

 

 

Total Minimum

$29,600

 

$29,600

 

 

Total Maximum

$37,000

 

$37,000

 

 

 

 

 

 

 



Series #51MANTLE

Per Unit

$17.00

 

$17.00

 

 

Total Minimum

$27,200

 

$27,200

 

 

Total Maximum

$34,000

 

$34,000

 

 

 

 

 

 

 

Series #CHURCHILL

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,000

 

$6,000

 

 

Total Maximum

$7,500

 

$7,500

 

 

 

 

 

 

 

Series #SHKSPR4

Per Unit

$115.00

 

$115.00

 

 

Total Minimum

$92,000

 

$92,000

 

 

Total Maximum

$115,000

 

$115,000

 

 

 

 

 

 

 

Series #03KOBE

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$40,000

 

$40,000

 

 

Total Maximum

$50,000

 

$50,000

 

 

 

 

 

 

 

Series #03LEBRON

Per Unit

$17.00

 

$17.00

 

 

Total Minimum

$27,200

 

$27,200

 

 

Total Maximum

$34,000

 

$34,000

 

 

 

 

 

 

 

Series #03JORDAN

Per Unit

$20.50

 

$20.50

 

 

Total Minimum

$32,800

 

$32,800

 

 

Total Maximum

$41,000

 

$41,000

 

 

 

 

 

 

 

Series #39TEDWILL

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #94JETER

Per Unit

$45.00

 

$45.00

 

 

Total Minimum

$36,000

 

$36,000

 

 

Total Maximum

$45,000

 

$45,000

 

 

 

 

 

 

 



Series #2020TOPPS

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$80,000

 

$80,000

 

 

Total Maximum

$100,000

 

$100,000

 

 

 

 

 

 

 

Series #FANFOUR1

Per Unit

$52.50

 

$52.50

 

 

Total Minimum

$84,000

 

$84,000

 

 

Total Maximum

$105,000

 

$105,000

 

 

 

 

 

 

 

Series #86RICE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$18,400

 

$18,400

 

 

Total Maximum

$23,000

 

$23,000

 

 

 

 

 

 

 

Series #DAREDEV1

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$9,200

 

$9,200

 

 

Total Maximum

$11,500

 

$11,500

 

 

 

 

 

 

 

Series #85MARIO

Per Unit

$50.00

 

$50.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #TOS39

Per Unit

$45.00

 

$45.00

 

 

Total Minimum

$108,000

 

$108,000

 

 

Total Maximum

$135,000

 

$135,000

 

 

 

 

 

 

 

Series #05LATOUR

Per Unit

$9.80

 

$9.80

 

 

Total Minimum

$7,840

 

$7,840

 

 

Total Maximum

$9,800

 

$9,800

 

 

 

 

 

 

 

Series #16SCREAG

Per Unit

$39.00

 

$39.00

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 



Series #14DRC

Per Unit

$54.00

 

$54.00

 

 

Total Minimum

$43,200

 

$43,200

 

 

Total Maximum

$54,000

 

$54,000

 

 

 

 

 

 

 

Series #57MANTLE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,400

 

$6,400

 

 

Total Maximum

$8,000

 

$8,000

 

 

 

 

 

 

 

Series #FAUBOURG

Per Unit

$75.00

 

$75.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #SOBLACK

Per Unit

$56.00

 

$56.00

 

 

Total Minimum

$44,800

 

$44,800

 

 

Total Maximum

$56,000

 

$56,000

 

 

 

 

 

 

 

Series #GATSBY

Per Unit

$50.00

 

$50.00

 

 

Total Minimum

$160,000

 

$160,000

 

 

Total Maximum

$200,000

 

$200,000

 

 

 

 

 

 

 

Series #93DAYTONA

Per Unit

$21.00

 

$21.00

 

 

Total Minimum

$33,600

 

$33,600

 

 

Total Maximum

$42,000

 

$42,000

 

 

 

 

 

 

 

Series #09TROUT

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$180,000

 

$180,000

 

 

Total Maximum

$225,000

 

$225,000

 

 

 

 

 

 

 

Series #57STARR

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$6,400

 

$6,400

 

 

Total Maximum

$8,000

 

$8,000

 

 

 

 

 

 

 



Series #AF15

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$160,000

 

$160,000

 

 

Total Maximum

$200,000

 

$200,000

 

 

 

 

 

 

 

Series #03KOBE2

Per Unit

$4.00

 

$4.00

 

 

Total Minimum

$18,400

 

$18,400

 

 

Total Maximum

$23,000

 

$23,000

 

 

 

 

 

 

 

Series #JOBSMAC

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$40,000

 

$40,000

 

 

Total Maximum

$50,000

 

$50,000

 

 

 

 

 

 

 

Series #16PETRUS

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$36,000

 

$36,000

 

 

Total Maximum

$45,000

 

$45,000

 

 

 

 

 

 

 

Series #ALICE

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$9,600

 

$9,600

 

 

Total Maximum

$12,000

 

$12,000

 

 

 

 

 

 

 

Series #SPIDER10

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$16,800

 

$16,800

 

 

Total Maximum

$21,000

 

$21,000

 

 

 

 

 

 

 

Series #62MANTLE

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #BATMAN6

Per Unit

$13.50

 

$13.50

 

 

Total Minimum

$21,600

 

$21,600

 

 

Total Maximum

$27,000

 

$27,000

 

 

 

 

 

 

 



Series #CLEMENTE2

Per Unit

$35.00

 

$35.00

 

 

Total Minimum

$56,000

 

$56,000

 

 

Total Maximum

$70,000

 

$70,000

 

 

 

 

 

 

 

Series #79STELLA

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$55,200

 

$55,200

 

 

Total Maximum

$69,000

 

$69,000

 

 

 

 

 

 

 

Series #TKAM

Per Unit

$16.00

 

$16.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 

Series #SUPER14

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$104,000

 

$104,000

 

 

Total Maximum

$130,000

 

$130,000

 

 

 

 

 

 

 

Series #DIMAGGIO2

Per Unit

$10.50

 

$10.50

 

 

Total Minimum

$16,800

 

$16,800

 

 

Total Maximum

$21,000

 

$21,000

 

 

 

 

 

 

 

Series #13BEAUX

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$20,400

 

$20,400

 

 

Total Maximum

$25,500

 

$25,500

 

 

 

 

 

 

 

Series #88MARIO

Per Unit

$15.00

 

$15.00

 

 

Total Minimum

$24,000

 

$24,000

 

 

Total Maximum

$30,000

 

$30,000

 

 

 

 

 

 

 

Series #ANMLFARM

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$8,000

 

$8,000

 

 

Total Maximum

$10,000

 

$10,000

 

 

 

 

 

 

 



Series #NASA1

Per Unit

$30.00

 

$30.00

 

 

Total Minimum

$240,000

 

$240,000

 

 

Total Maximum

$300,000

 

$300,000

 

 

 

 

 

 

 

Series #00BRADY

Per Unit

$12.00

 

$12.00

 

 

Total Minimum

$36,000

 

$36,000

 

 

Total Maximum

$45,000

 

$45,000

 

 

 

 

 

 

 

Series #85NES

Per Unit

$4.00

 

$4.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 

Series #04LEBRON

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$40,000

 

$40,000

 

 

Total Maximum

$50,000

 

$50,000

 

 

 

 

 

 

 

Series #85JORDAN

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$200,000

 

$200,000

 

 

Total Maximum

$250,000

 

$250,000

 

 

 

 

 

 

 

Series #69KAREEM

Per Unit

$11.00

 

$11.00

 

 

Total Minimum

$22,000

 

$22,000

 

 

Total Maximum

$27,500

 

$27,500

 

 

 

 

 

 

 

Series #59JFK

Per Unit

$13.00

 

$13.00

 

 

Total Minimum

$20,800

 

$20,800

 

 

Total Maximum

$26,000

 

$26,000

 

 

 

 

 

 

 

Series #JUSTICE1

Per Unit

$43.00

 

$43.00

 

 

Total Minimum

$172,000

 

$172,000

 

 

Total Maximum

$215,000

 

$215,000

 

 

 

 

 

 

 



Series #37HEISMAN

Per Unit

$46.00

 

$46.00

 

 

Total Minimum

$368,000

 

$368,000

 

 

Total Maximum

$460,000

 

$460,000

 

 

 

 

 

 

 

Series #03TACHE

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$62,400

 

$62,400

 

 

Total Maximum

$78,000

 

$78,000

 

 

 

 

 

 

 

Series #GOLDENEYE

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$20,000

 

$20,000

 

 

Total Maximum

$25,000

 

$25,000

 

 

 

 

 

 

 

Series #TORNEK

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$132,000

 

$132,000

 

 

Total Maximum

$165,000

 

$165,000

 

 

 

 

 

 

 

Series #MOONSHOE

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$144,000

 

$144,000

 

 

Total Maximum

$180,000

 

$180,000

 

 

 

 

 

 

 

Series #03LEBRON2

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$80,000

 

$80,000

 

 

Total Maximum

$100,000

 

$100,000

 

 

 

 

 

 

 

Series #GRAPES

Per Unit

$19.50

 

$19.50

 

 

Total Minimum

$31,200

 

$31,200

 

 

Total Maximum

$39,000

 

$39,000

 

 

 

 

 

 

 

Series #AVENGE57

Per Unit

$1.00

 

$1.00

 

 

Total Minimum

$16,000

 

$16,000

 

 

Total Maximum

$20,000

 

$20,000

 

 

 

 

 

 

 



Series #34GEHRIG

Per Unit

$7.00

 

$7.00

 

 

Total Minimum

$28,000

 

$28,000

 

 

Total Maximum

$35,000

 

$35,000

 

 

 

 

 

 

 

Series #98KANGA

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$136,000

 

$136,000

 

 

Total Maximum

$170,000

 

$170,000

 

 

 

 

 

 

 

Series #18LAMAR

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$49,600

 

$49,600

 

 

Total Maximum

$62,000

 

$62,000

 

 

 

 

 

 

 

Series #86FLEER

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$132,000

 

$132,000

 

 

Total Maximum

$165,000

 

$165,000

 

 

 

 

 

 

 

Series #06BRM

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$14,800

 

$14,800

 

 

Total Maximum

$18,500

 

$18,500

 

 

 

 

 

 

 

Series #PICNIC

Per Unit

$27.00

 

$27.00

 

 

Total Minimum

$43,200

 

$43,200

 

 

Total Maximum

$54,000

 

$54,000

 

 

 

 

 

 

 

Series #DUNE

Per Unit

$13.25

 

$13.25

 

 

Total Minimum

$10,600

 

$10,600

 

 

Total Maximum

$13,250

 

$13,250

 

 

 

 

 

 

 

Series #APEOD

Per Unit

$62.00

 

$62.00

 

 

Total Minimum

$24,800

 

$24,800

 

 

Total Maximum

$31,000

 

$31,000

 

 

 

 

 

 

 



Series #15PTKWT

Per Unit

$108.00

 

$108.00

 

 

Total Minimum

$86,400

 

$86,400

 

 

Total Maximum

$108,000

 

$108,000

 

 

 

 

 

 

 

Series #AMZFNT15

Per Unit

$65.00

 

$65.00

 

 

Total Minimum

$26,000

 

$26,000

 

 

Total Maximum

$32,500

 

$32,500

 

 

 

 

 

 

 

Series #HALONFR

Per Unit

$27.00

 

$27.00

 

 

Total Minimum

$21,600

 

$21,600

 

 

Total Maximum

$27,000

 

$27,000

 

 

 

 

 

 

 

Series #AVENGERS1

Per Unit

$54.00

 

$54.00

 

 

Total Minimum

$216,000

 

$216,000

 

 

Total Maximum

$270,000

 

$270,000

 

 

 

 

 

 

 

Series #KEROUAC

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$78,400

 

$78,400

 

 

Total Maximum

$98,000

 

$98,000

 

 

 

 

 

 

 

Series #09BEAUX

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$27,200

 

$27,200

 

 

Total Maximum

$34,000

 

$34,000

 

 

 

 

 

 

 

Series #09RBLEROY

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$86,000

 

$86,000

 

 

Total Maximum

$107,500

 

$107,500

 

 

 

 

 

 

 

Series #00MOUTON

Per Unit

$13.50

 

$13.50

 

 

Total Minimum

$21,600

 

$21,600

 

 

Total Maximum

$27,000

 

$27,000

 

 

 

 

 

 

 



Series #11BELAIR

Per Unit

$11.00

 

$11.00

 

 

Total Minimum

$17,600

 

$17,600

 

 

Total Maximum

$22,000

 

$22,000

 

 

 

 

 

 

 

Series #17DUJAC

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$20,800

 

$20,800

 

 

Total Maximum

$26,000

 

$26,000

 

 

 

 

 

 

 

Series #00NEWMAN

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$12,400

 

$12,400

 

 

Total Maximum

$15,500

 

$15,500

 

 

 

 

 

 

 

Series #FAUBOURG2

Per Unit

$15.00

 

$15.00

 

 

Total Minimum

$132,000

 

$132,000

 

 

Total Maximum

$165,000

 

$165,000

 

 

 

 

 

 

 

Series #THOR

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$172,000

 

$172,000

 

 

Total Maximum

$215,000

 

$215,000

 

 

 

 

 

 

 

Series #WILDGUN

Per Unit

$7.00

 

$7.00

 

 

Total Minimum

$22,400

 

$22,400

 

 

Total Maximum

$28,000

 

$28,000

 

 

 

 

 

 

 

Series #13MUSIGNY

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$196,000

 

$196,000

 

 

Total Maximum

$245,000

 

$245,000

 

 

 

 

 

 

 

Series #16KOBE

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$640,000

 

$640,000

 

 

Total Maximum

$800,000

 

$800,000

 

 

 

 

 

 

 



Series #NEWTON

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$240,000

 

$240,000

 

 

Total Maximum

$300,000

 

$300,000

 

 

 

 

 

 

 

Series #70AARON

Per Unit

$3.00

 

$3.00

 

 

Total Minimum

$14,400

 

$14,400

 

 

Total Maximum

$18,000

 

$18,000

 

 

 

 

 

 

 

Series #13GIANNIS

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$20,000

 

$20,000

 

 

Total Maximum

$25,000

 

$25,000

 

 

 

 

 

 

 

Series #BULLSRING

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$240,000

 

$240,000

 

 

Total Maximum

$300,000

 

$300,000

 

 

 

 

 

 

 

Series #09COBB

Per Unit

$4.00

 

$4.00

 

 

Total Minimum

$25,600

 

$25,600

 

 

Total Maximum

$32,000

 

$32,000

 

 

 

 

 

 

 

Series #51HOWE

Per Unit

$9.00

 

$9.00

 

 

Total Minimum

$36,000

 

$36,000

 

 

Total Maximum

$45,000

 

$45,000

 

 

 

 

 

 

 

Series #58PELE

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$252,000

 

$252,000

 

 

Total Maximum

$315,000

 

$315,000

 

 

 

 

 

 

 

Series #58PELE2

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$21,200

 

$21,200

 

 

Total Maximum

$26,500

 

$26,500

 

 

 

 

 

 

 



Series #04MESSI

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$36,000

 

$36,000

 

 

Total Maximum

$45,000

 

$45,000

 

 

 

 

 

 

 

Series #99TMB2

Per Unit

$6.00

 

$6.00

 

 

Total Minimum

$48,000

 

$48,000

 

 

Total Maximum

$60,000

 

$60,000

 

 

 

 

 

 

 

Series #FEDERAL

Per Unit

$15.00

 

$15.00

 

 

Total Minimum

$120,000

 

$120,000

 

 

Total Maximum

$150,000

 

$150,000

 

 

 

 

 

 

 

Series #59BOND

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$65,600

 

$65,600

 

 

Total Maximum

$82,000

 

$82,000

 

 

 

 

 

 

 

Series #62BOND

Per Unit

$6.00

 

$6.00

 

 

Total Minimum

$74,400

 

$74,400

 

 

Total Maximum

$93,000

 

$93,000

 

 

 

 

 

 

 

Series #DEATON

Per Unit

$25.00

 

$25.00

 

 

Total Minimum

$228,000

 

$228,000

 

 

Total Maximum

$285,000

 

$285,000

 

 

 

 

 

 

 

Series #XMEN1

Per Unit

$20.00

 

$20.00

 

 

Total Minimum

$192,000

 

$192,000

 

 

Total Maximum

$240,000

 

$240,000

 

 

 

 

 

 

 

Series #ICECLIMB

Per Unit

$8.00

 

$8.00

 

 

Total Minimum

$64,000

 

$64,000

 

 

Total Maximum

$80,000

 

$80,000

 

 

 

 

 

 

 



Series #PUNCHOUT

Per Unit

$9.00

 

$9.00

 

 

Total Minimum

$72,000

 

$72,000

 

 

Total Maximum

$90,000

 

$90,000

 

 

 

 

 

 

 

Series #POKEBLUE

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$19,200

 

$19,200

 

 

Total Maximum

$24,000

 

$24,000

 

 

 

 

 

 

 

Series #98GTA

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$12,600

 

$12,600

 

 

Total Maximum

$15,750

 

$15,750

 

 

 

 

 

 

 

Series #FOSSILBOX

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$16,800

 

$16,800

 

 

Total Maximum

$21,000

 

$21,000

 

 

 

 

 

 

 

Series #96CHARZRD

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$52,000

 

$52,000

 

 

Total Maximum

$65,000

 

$65,000

 

 

 

 

 

 

 

Series #JUNGLEBOX

Per Unit

$5.00

 

$5.00

 

 

Total Minimum

$27,600

 

$27,600

 

 

Total Maximum

$34,500

 

$34,500

 

 

 

 

 

 

 

Series #01TIGER

Per Unit

$10.00

 

$10.00

 

 

Total Minimum

$14,800

 

$14,800

 

 

Total Maximum

$18,500

 

$18,500

 

 

(1) Dalmore Group, LLC (the “BOR”) will be acting as a broker of record and entitled to a Brokerage Fee (as described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Broker” and “– Fees and Expenses” for additional information.

(2) DriveWealth, LLC (the “Custodian”) 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 described in “Offering Summary” – “Use of Proceeds”) and described in greater detail under “Plan of Distribution and Subscription Procedure – Custodian” and “– Fees and Expenses” for additional information. For all offerings of the Company which closed or launch prior to the agreement with the Custodian, signed on January 7 , 2020, interests are transferred into the Custodian 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 (as defined below) and neither the BOR, nor any other entity, receives a finder’ fee or any underwriting or placement agent discounts or commissions in relation to any Offering of Interests (as defined below). We intend to distribute all offerings of membership interests in any series of the Company principally through the Rally Rd.™ platform and any successor platform used by the Company for the offer and sale of interests, (the “Rally Rd.™ Platform” or the “Platform”), as described in greater detail under “Plan of Distribution and Subscription Procedure” for additional information.

The Company is offering, on a best efforts basis, a minimum (the “Total Minimum”) to a maximum (the “Total Maximum”) of membership interests of each of the following series of the Company, highlighted in gray in the “Master Series Table” in the “Interests In Series Covered By This Amendment” section. 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. The sale of membership interests is being facilitated by the BOR, a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and member of FINRA and is registered in each state where the offer or sales of the Interests (as defined below) will occur. It is anticipated that Interests will be offered and sold only in states where the BOR is registered as a broker-dealer.  For the avoidance of doubt, the BOR does not and will not solicit purchases of Interests or make any recommendations regarding the Interests to prospective investors.

All of the series of the Company offered hereunder may collectively be referred to herein as the “Series”.  The interests of all Series described above may collectively be referred to herein as the “Interests” and the offerings of the Interests may collectively be referred to herein as the “Offerings”.  See “Description of the Interests Offered” for additional information regarding the Interests.

The Company is managed by RSE Archive Manager, LLC, a Delaware limited liability company (the “Manager”). The Manager is a single-member entity owned by RSE Markets, Inc. (“RSE Markets”).

It is anticipated that the Company’s core business will be the identification, acquisition, marketing and management of memorabilia, collectible items and alcohol, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Series assets referenced in the “Interests In Series Covered By This Amendment” section may be referred to herein, collectively, as the “Underlying Assets”. Any individuals, dealers or auction company which owns an Underlying Asset prior to a purchase of an Underlying Asset by the Company in advance of a potential Offering or the closing of an Offering from which proceeds are used to acquire the Underlying Asset may be referred to herein as an “Asset Seller.” See “Description of the Business” for additional information regarding the Asset Class.

RSE Markets will serve as the asset manager (the “Asset Manager”) for each Series of the Company and provides services to the Underlying Assets in accordance with each Series’ Asset Management Agreement (see “Description of the Business” – “Description of the Asset Management Agreement” for additional information).

This Offering Circular describes each individual Series found in the “Interests In Series Covered By This Amendment” section.

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 Underlying Asset collection at the Membership Experience Programs (as described in “Description of the Business – Business of the Company”).

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 Total Maximum Interests for a Series have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Total 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, or 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 Tier II of 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 the BOR 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., the “Escrow Agent”, and will not be commingled with the operating account of the Series, until, if and when there is a Closing with respect to that Series.  See “Plan of Distribution and Subscription Procedure” and “Description of Interests Offered” 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 Limited Liability Company Agreement of the Company (as amended from time to time, the “Operating Agreement”), 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.

 

This Offering Circular contains forward-looking statements which are based on current expectations and beliefs concerning future developments that are difficult to predict.  Neither the Company nor the Manager or Asset Manager can guarantee future performance, or that future developments affecting the Company, the Manager, the Asset 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.  Please see “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” for additional information.

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. Please see “Risk Factors” for additional information.

 

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.

 

 

NOTICE TO RESIDENTS OF THE STATES OF TEXAS AND WASHINGTON:

WE ARE LIMITING THE OFFER AND SALE OF SECURITIES IN THE STATES OF TEXAS AND WASHINGTON TO A MAXIMUM OF $5 MILLION IN ANY 12-MONTH PERIOD. WE RESERVE THE RIGHT TO REMOVE OR MODIFY SUCH LIMIT AND, IN THE EVENT WE DECIDE TO OFFER AND SELL ADDITIONAL SECURITIES IN THESE STATES, WE WILL FILE A POST-QUALIFICATION SUPPLEMENT TO THE OFFERING STATEMENT OF WHICH THIS OFFERING CIRCULAR IS A PART IDENTIFYING SUCH CHANGE.

 

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 “Risk Factors” for a description of some of the risks that should be considered before investing in the Interests.



TABLE OF CONTENTS

RSE ARCHIVE, LLC

 

SECTIONPAGE 

EXPLANATORY NOTE1 

INCORPORATION BY REFERENCE OF OFFERING CIRCULAR2 

INTERESTS IN SERIES COVERED BY THIS AMENDMENT4 

USE OF PROCEEDS – SERIES #59BOND22 

DESCRIPTION OF SERIES GOLDFINGER24 

USE OF PROCEEDS – SERIES #62BOND26 

DESCRIPTION OF SERIES THE SPY WHO LOVED ME28 

USE OF PROCEEDS – SERIES #DEATON30 

DESCRIPTION OF SERIES 1999 TRICERATOPS SKULL32 

USE OF PROCEEDS – SERIES #XMEN134 

DESCRIPTION OF SERIES 1963 X-MEN #136 

USE OF PROCEEDS – SERIES #ICECLIMB39 

DESCRIPTION OF SERIES 1985 NES ICE CLIMBER41 

USE OF PROCEEDS – SERIES #PUNCHOUT43 

DESCRIPTION OF SERIES 1987 MIKE TYSON'S PUNCH-OUT!!45 

USE OF PROCEEDS – SERIES #POKEBLUE47 

DESCRIPTION OF SERIES 1998 GAME BOY POKEMON BLUE49 

USE OF PROCEEDS – SERIES #98GTA51 

DESCRIPTION OF SERIES 1998 PLAYSTATION GRAND THEFT AUTO53 

USE OF PROCEEDS – SERIES #FOSSILBOX55 

DESCRIPTION OF SERIES 1999 POKEMON FOSSIL BOOSTER BOX57 

USE OF PROCEEDS – SERIES #96CHARZRD59 

DESCRIPTION OF SERIES 1996 POKEMON JAPANESE NO RARITY CHARIZARD61 

USE OF PROCEEDS – SERIES #JUNGLEBOX63 

DESCRIPTION OF SERIES 1999 POKEMON JUNGLE BOOSTER BOX65 

USE OF PROCEEDS – SERIES #01TIGER67 

DESCRIPTION OF SERIES 2001 SP AUTHENTIC TIGER WOODS CARD69 

RSE ARCHIVE, LLC FINANCIAL STATEMENTSF-1 

EXHIBIT INDEXIII-1 

 

 


1


INCORPORATION BY REFERENCE OF OFFERING CIRCULAR

 

The Offering Circular, including this Post-Qualification Amendment, is part of an offering statement (File No. 024-11057) that was filed with the Securities and Exchange Commission. We hereby incorporate by reference into this Post-Qualification Amendment all of the information contained in the following:

 

1.Part II of the Post-Qualification Amendment to Offering Circular No. 15 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 15 

2.Supplement No. 1 Dated November 6, 2020 to the Post-Qualification Offering Circular Amendment No. 14 Dated October 14, 2020, with respect to Series #00BRADY. 

3.Part II of the Post-Qualification Amendment to Offering Circular No. 14 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 14 

4.Supplement No. 1 Dated October 5, 2020 to the Post-Qualification Offering Circular Amendment No. 11 Dated September 28, 2020, with respect to Series #03KOBE2. 

5.Part II of the Post-Qualification Amendment to Offering Circular No. 11 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment. 

·Risk Factors 

·Management’s Discussion and Analysis of Financial Condition and Results of Operation 

·Plan of Distribution and Subscription Procedure 

·Management 

·Compensation 

·Principal Interest Holders 

6.Part II of the Post-Qualification Amendment to Offering Circular No. 10 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 10 

7.Supplement No. 1 Dated August 31, 2020 to the Post-Qualification Offering Circular Amendment No. 9 Dated August 7, 2020, with respect to Series #16PETRUS. 

8.Part II of the Post-Qualification Amendment to Offering Circular No. 9 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 9 

9.Part II of the Post-Qualification Amendment to Offering Circular No.8 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 8 

10.Part II of the Post-Qualification Amendment to Offering Circular No.7 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 7 


2


 

11.Part II of the Post-Qualification Amendment to Offering Circular No.6 including the sections bulleted below, to the extent not otherwise modified or replaced by offering circular supplement and/or Post-Qualification Amendment. 

·Cautionary Note Regarding Forward-Looking Statements  

·Trademarks and Trade Names 

·Additional Information 

·Offering Summary 

·Potential Conflicts of Interest 

·Dilution 

·Use of Proceeds and Asset Descriptions in Post-Qualification Amendment to Offering Circular No. 6 

·Description of The Business 

·Description of Interests Offered 

·Material United States Tax Considerations 

·Where to Find Additional Information 

 

Note that any statement we make in this Post-Qualification Amendment (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.


3


INTERESTS IN SERIES COVERED BY THIS AMENDMENT

The master series table below, referred to at times as the “Master Series Table,” shows key information related to each Series. This information will be referenced in the following sections when referring to the Master Series Table. In addition, see the “Description of Underlying Asset” and “Use of Proceeds” section for each individual Series for further details.

Series / Series Name

Qualification Date

Underlying Asset

Agreement Type

Status

Opening Date (1)

Closing Date (1)

Offering Price per Interest

Minimum / Maximum Membership Interests (2)

Minimum / Maximum Offering Size

Sourcing Fee

Trading Window (4)

#52MANTLE / Series Mickey Mantle Card

10/11/2019

1952 Topps #311 Mickey Mantle Card

Purchase Option Agreement

Closed

10/18/2019

10/25/2019

$132.00

1,000

$132,000
(3)

$3,090

9/29/2020

#71MAYS / Series Willie Mays Jersey

10/11/2019

1971 Willie Mays Jersey

Purchase Option Agreement

Closed

10/25/2019

10/31/2019

$28.50

2,000

$57,000
(3)

$1,830

10/13/2020

#RLEXPEPSI / Series Rolex Gmt-Master II Pepsi

10/11/2019

Rolex GMT Master II 126710BLRO

Purchase Agreement

Closed

11/1/2019

11/6/2019

$8.90

2,000

$17,800
(3)

$22

10/20/2020

#10COBB / Series E98 Ty Cobb

10/11/2019

1910 E98 Ty Cobb Card

Purchase Option Agreement

Closed

11/8/2019

11/14/2019

$39.00

1,000

$39,000
(3)

$1,510

10/6/2020

#POTTER / Series Harry Potter

10/11/2019

1997 First Edition Harry Potter

Purchase Agreement

Closed

11/15/2019

11/21/2019

$24.00

3,000

$72,000
(3)

($510)

11/3/2020

#TWOCITIES / Series A Tale of Two Cities

10/11/2019

First Edition A Tale of Two Cities

Purchase Option Agreement

Closed

11/15/2019

11/21/2019

$72.50

200

$14,500
(3)

$55

10/20/2020

#FROST / Series A Boy’s Will

10/11/2019

First Edition A Boy's Will

Purchase Option Agreement

Closed

11/15/2019

11/21/2019

$67.50

200

$13,500
(3)

$865

10/27/2020

#BIRKINBLEU / Series Hermès Birkin Bag

11/1/2019

Bleu Saphir Lizard Hermès Birkin

Upfront Purchase

Closed

11/22/2019

11/27/2019

$58.00

1,000

$58,000
(3)

$170

11/3/2020

#SMURF / Series Rolex Submariner "Smurf"

11/1/2019

Rolex Submariner Date "Smurf" Ref. 116619LB

Upfront Purchase

Closed

11/22/2019

11/27/2019

$17.25

2,000

$34,500
(3)

$2,905

11/17/2020


4


#70RLEX / Series Rolex Beta 21

10/11/2019

1970 Rolex Ref. 5100 Beta 21

Purchase Agreement

Closed

11/29/2019

12/6/2019

$20.00

1,000

$20,000
(3)

$50

11/24/2020

#EINSTEIN / Series Philosopher-Scientist

10/11/2019

First Edition of Philosopher-Scientist

Purchase Option Agreement

Closed

12/6/2019

12/13/2019

$7.25

2,000

$14,500
(3)

$855

11/24/2020

#HONUS / Series T206 Honus Wagner Card

11/27/2019

1909-1911 T206 Honus Wagner Card

Purchase Option Agreement

Closed

12/11/2019

12/26/2019

$52.00

10,000

$520,000
(3)

$5,572

11/10/2020

#75ALI / Series Ali-Wepner Fight Boots

11/1/2019

1975 Muhammad Ali Boots worn in fight against Chuck Wepner

Purchase Agreement

Closed

12/19/2019

12/29/2019

$23.00

2,000

$46,000
(3)

($10)

12/1/2020

#71ALI / Series “Fight of The Century” Contract

10/11/2019

1971 “Fight of the Century” Contract

Purchase Option Agreement

Sold - $40,000 Acquisition Offer Accepted on 02/07/2020

12/16/2019

12/30/2019

$15.50

2,000

$31,000
(3)

$1,090

2/6/2020

#APROAK / Series Audemars Piguet A-Series

11/1/2019

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

Upfront Purchase

Closed

12/6/2019

1/2/2020

$75.00

1,000

$75,000
(3)

($63)

9/15/2020

#88JORDAN / Series Michael Jordan 1988 Sneakers

11/1/2019

1988 Michael Jordan Nike Air Jordan III Sneakers

Purchase Agreement

Closed

1/19/2020

1/27/2020

$11.00

2,000

$22,000
(3)

$230

12/8/2020

#BIRKINBOR / Series Hermès Bordeaux Porosus Birkin Bag

12/18/2019

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

Purchase Option Agreement

Closed

2/13/2020

2/20/2020

$26.25

2,000

$52,500
(3)

$225

12/1/2020

#33RUTH / Series 1933 Goudey Babe Ruth Card

12/18/2019

1933 Goudey #144 Babe Ruth Card

Upfront Purchase

Closed

2/20/2020

2/26/2020

$38.50

2,000

$77,000
(3)

$603

9/22/2020


5


#SPIDER1 / Series 1963 Amazing Spider-Man #1

12/18/2019

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

Purchase Option Agreement

Closed

2/28/2020

3/4/2020

$22.00

1,000

$22,000
(3)

$230

9/15/2020

#BATMAN3 / Series 1940 Batman #3

12/18/2019

1940 D.C. Comics Batman #3 CGC NM 9.4

Purchase Option Agreement

Closed

2/28/2020

3/4/2020

$78.00

1,000

$78,000
(3)

$585

9/22/2020

#ROOSEVELT / Series African Game Trails

10/11/2019

First Edition African Game Trails

Purchase Option Agreement

Closed

3/6/2020

3/10/2020

$19.50

1,000

$19,500
(3)

$1,008

9/15/2020

#ULYSSES / Series Ulysses

10/11/2019

1935 First Edition Ulysses

Purchase Option Agreement

Closed

3/6/2020

3/10/2020

$51.00

500

$25,500
(3)

$695

9/22/2020

#56MANTLE / Series 1956 Topps Mickey Mantle Card

12/18/2019

1956 Topps #135 Mickey Mantle Card

Upfront Purchase

Closed

1/3/2020

3/11/2020

$1.00

10,000

$10,000
(3)

($650)

12/8/2020

#AGHOWL / Series Howl and Other Poems

10/11/2019

First Edition Howl and Other Poems

Purchase Option Agreement

Closed

3/6/2020

3/11/2020

$38.00

500

$19,000
(3)

$810

10/13/2020

#98JORDAN / Series Michael Jordan Jersey

10/11/2019

1998 Michael Jordan Jersey

Purchase Option Agreement

Sold - $165,000 Acquisition Offer Accepted on 05/08/2020

3/9/2020

3/22/2020

$64.00

2,000

$128,000
(3)

$4,160

5/14/2020

#18ZION / Series Zion Williamson 2018 Sneakers

11/1/2019

2018 Zion Williamson Adidas James Harden Sneakers

Upfront Purchase

Closed

3/27/2020

4/2/2020

$30.00

500

$15,000
(3)

$200

10/6/2020

#SNOOPY / Series 2015 Omega Speedmaster "Silver Snoopy"

11/27/2019

2015 Omega Speedmaster Moonwatch

Upfront Purchase

Closed

4/2/2020

4/7/2020

$12.75

2,000

$25,500
(3)

($55)

12/1/2020


6


#APOLLO11 / Series New York Times Apollo 11

11/1/2019

Apollo 11  Crew-Signed New York Times Cover

Upfront Purchase

Closed

4/8/2020

4/19/2020

$32.00

1,000

$32,000
(3)

$130

11/24/2020

#24RUTHBAT / Series 1924 Babe Ruth Bat

12/18/2019

1924 George "Babe" Ruth Professional Model Bat

Purchase Agreement

Closed

4/10/2020

5/3/2020

$85.00

3,000

$255,000
(3)

($513)

12/1/2020

#YOKO / Series Grapefruit

10/11/2019

First Edition Grapefruit

Purchase Option Agreement

Closed

4/29/2020

5/11/2020

$80.00

200

$16,000
(3)

$840

12/8/2020

#86JORDAN / Series 1986 Fleer Michael Jordan Card

4/30/2020

1986 Fleer #57 Michael Jordan Card

Upfront Purchase

Sold - $80,000 Acquisition Offer Accepted on 06/01/2020

5/6/2020

5/13/2020

$40.00

1,000

$40,000
(3)

$600

6/1/2020

#RUTHBALL1 / Series 1934-39 Babe Ruth Ball

4/30/2020

1934-39 Official American League Babe Ruth Single Signed Baseball

Purchase Agreement

Closed

5/8/2020

5/24/2020

$14.50

2,000

$29,000
(3)

$510

9/8/2020

#HULK1 / Series 1962 The Incredible Hulk #1

4/30/2020

1962 The Incredible Hulk #1 CGC VF 8.0

Purchase Agreement

Closed

5/12/2020

5/24/2020

$44.50

2,000

$89,000
(3)

$143

12/8/2020

#HIMALAYA / Series Hermès Himalaya Birkin Bag

12/18/2019

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware

Purchase Option Agreement

Closed

5/19/2020

5/27/2020

$70.00

2,000

$140,000
(3)

$6,300

9/15/2020

#55CLEMENTE / Series 1955 Topps Roberto Clemente Card

4/30/2020

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

Purchase Agreement

Closed

5/28/2020

6/4/2020

$38.00

1,000

$38,000
(3)

$520

9/22/2020

#38DIMAGGIO / Series 1938 Goudey Joe DiMaggio Card

4/30/2020

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

Purchase Agreement

Closed

5/28/2020

6/4/2020

$22.00

1,000

$22,000
(3)

$680

9/15/2020


7


#BOND1 / Series Casino Royale

4/30/2020

1953 First Edition, First Issue Casino Royale

Upfront Purchase

Closed

6/4/2020

6/12/2020

$39.00

1,000

$39,000
(3)

$510

10/6/2020

#LOTR / Series The Lord of the Rings Trilogy

4/30/2020

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

Upfront Purchase

Closed

6/4/2020

6/12/2020

$29.00

1,000

$29,000
(3)

$10

9/29/2020

#CATCHER / Series The Catcher in the Rye

4/30/2020

1951 First Edition, First Issue The Catcher in the Rye

Upfront Purchase

Closed

6/4/2020

6/12/2020

$25.00

500

$12,500
(3)

$25

10/13/2020

#SUPER21 / Series Superman #21

4/30/2020

1943 Superman #21 CGC VF/NM 9.0 comic book

Purchase Option Agreement

Closed

5/7/2020

6/17/2020

$1.00

8,500

$8,500
(3)

$615

10/6/2020

#BATMAN1 / Series 1940 Batman #1

4/30/2020

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

Purchase Agreement

Closed

6/11/2020

6/18/2020

$71.00

1,000

$71,000
(3)

$658

9/29/2020

#GMTBLACK1 / Series Rolex GMT-Master ref. 16758

4/30/2020

Rolex 18k Yellow Gold GMT-Master ref. 16758

Upfront Purchase

Closed

6/17/2020

6/25/2020

$28.00

1,000

$28,000
(3)

$1,520

10/13/2020

#BIRKINTAN / Series Hermès Tangerine Ostrich Birkin Bag

4/30/2020

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

Purchase Option Agreement

Closed

6/17/2020

6/25/2020

$28.00

1,000

$28,000
(3)

$1,520

10/13/2020

#61JFK / Series Inaugural Addresses

6/8/2020

1961 inscribed copy of Inaugural Addresses of the Presidents of the United States

Purchase Agreement

Closed

6/27/2020

7/7/2020

$11.50

2,000

$23,000
(3)

$5,520

10/27/2020

#50JACKIE / Series 1950 Jackie Robinson Card

4/30/2020

1950 Bowman #22  Jackie Robinson Card

Upfront Purchase

Sold - $13,000 Acquisition Offer Accepted on 10/07/2020

6/10/2020

7/8/2020

$1.00

10,000

$10,000
(3)

$100

10/13/2020


8


#POKEMON1 / Series 1999 Pokémon First Edition Set

4/30/2020

1999 Pokemon First Edition PSA GEM MT 10 Complete Set

Upfront Purchase

Closed

6/23/2020

7/8/2020

$25.00

5,000

$125,000
(3)

$4,213

12/1/2020

#LINCOLN / Series 1864 Abraham Lincoln Photo

6/8/2020

1864 Signed, Vignetted Portrait of Abraham Lincoln

Purchase Agreement

Closed

7/1/2020

7/9/2020

$20.00

4,000

$80,000
(3)

$13,900

10/27/2020

#STARWARS1 / Series Star Wars #1

6/8/2020

1977 Star Wars #1 CGC VF/NM 9.0 comic book

Purchase Agreement

Closed

7/1/2020

7/14/2020

$1.00

12,000

$12,000
(3)

$980

11/3/2020

#56TEDWILL / Series 1956 Ted Williams Jersey

6/8/2020

1956 Ted Williams Game-Worn Red Sox Home Jersey

Purchase Agreement

Closed

7/16/2020

7/26/2020

$45.00

2,000

$90,000
(3)

$7,825

10/27/2020

#68MAYS / Series 1968 Willie Mays Bat

6/8/2020

1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat

Purchase Agreement

Closed

7/17/2020

7/26/2020

$19.50

2,000

$39,000
(3)

$5,510

11/10/2020

#TMNT1 / Series Teenage Mutant Ninja Turtles #1

6/8/2020

1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book

Purchase Option Agreement

Closed

7/23/2020

7/30/2020

$65.00

1,000

$65,000
(3)

$3,720

11/3/2020

#CAPTAIN3 / Series Captain America #3

4/30/2020

1941 Captain America Comics #3 CGC VG/FN 5.0 comic book

Purchase Option Agreement

Closed

7/23/2020

7/30/2020

$37.00

1,000

$37,000
(3)

$464

11/17/2020

#51MANTLE / Series 1951 Bowman Mickey Mantle Card

6/8/2020

1951 Bowman #253 Mickey Mantle Card

Purchase Agreement

Closed

7/16/2020

7/30/2020

$17.00

2,000

$34,000
(3)

$3,060

11/17/2020

#CHURCHILL / Series Second World War

4/30/2020

First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill

Upfront Purchase

Closed

7/7/2020

8/6/2020

$1.00

7,500

$7,500
(3)

$25

11/17/2020


9


#SHKSPR4 / Series 1685 Shakespeare Fourth Folio

4/30/2020

1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies

Purchase Agreement

Closed

7/30/2020

8/6/2020

$115.00

1,000

$115,000
(3)

$7,282

11/10/2020

#03KOBE / Series 2003-04 UD Kobe Bryant Card

7/20/2020

2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card

Purchase Agreement

Closed

8/2/2020

8/16/2020

$8.00

6,250

$50,000
(3)

$4,400

11/24/2020

#03LEBRON / Series 2003-04 UD LeBron James Card

7/20/2020

2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card

Purchase Agreement

Closed

8/5/2020

8/16/2020

$17.00

2,000

$34,000
(3)

$7,560

12/1/2020

#03JORDAN / Series 2003-04 UD Michael Jordan Card

7/20/2020

2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card

Purchase Agreement

Closed

8/6/2020

8/16/2020

$20.50

2,000

$41,000
(3)

$6,490

11/17/2020

#39TEDWILL / Series 1939 Play Ball Ted Williams Card

7/20/2020

1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card

Purchase Agreement

Closed

8/13/2020

8/24/2020

$5.00

5,600

$28,000
(3)

($1,130)

12/1/2020

#94JETER / Series 1994 Derek Jeter Jersey

7/20/2020

1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey

Purchase Agreement

Closed

8/9/2020

8/24/2020

$45.00

1,000

$45,000
(3)

$4,450

11/24/2020

#2020TOPPS / Series 2020 Topps Complete Set

7/20/2020

Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards

Purchase Option Agreement

Closed

8/13/2020

8/25/2020

$10.00

10,000

$100,000
(3)

$100

12/8/2020

#FANFOUR1 / Series 1961 Fantastic Four #1

4/30/2020

1961 Fantastic Four #1 CGC VF+ 8.5 comic book

Purchase Option Agreement

Closed

8/23/2020

9/2/2020

$52.50

2,000

$105,000
(3)

$2,563

12/8/2020

#86RICE / Series 1986 Topps Jerry Rice Card

7/20/2020

1986 Topps #161 Jerry Rice Rookie Card

Purchase Agreement

Closed

7/28/2020

9/15/2020

$1.00

23,000

$23,000
(3)

$1,636

 


10


#DAREDEV1 / Series Daredevil #1

6/8/2020

1964 Daredevil #1 CGC VF/NM 9.0 comic book

Purchase Agreement

Closed

7/28/2020

9/15/2020

$1.00

11,500

$11,500
(3)

$985

 

#85MARIO / Series 1985 Super Mario Bros.

6/8/2020

1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+

Purchase Option Agreement

Closed

8/16/2020

9/15/2020

$50.00

3,000

$150,000
(3)

$6,775

 

#TOS39 / Series Tales of Suspense #39

7/20/2020

1963 Tales of Suspense #39 CGC NM 9.4 comic book

Purchase Agreement

Closed

8/27/2020

9/15/2020

$45.00

3,000

$135,000
(3)

$12,038

 

#05LATOUR / Series 2005 Château Latour

7/20/2020

One case of twelve (12) 75cl bottles of 2005 Château Latour

Purchase Agreement

Closed

9/3/2020

9/15/2020

$9.80

1,000

$9,800
(3)

$1,161

 

#16SCREAG / 2016 Screaming Eagle

7/20/2020

Four cases of three (3) 75cl bottles of 2016 Screaming Eagle

Purchase Agreement

Closed

9/3/2020

9/15/2020

$39.00

1,000

$39,000
(3)

$5,566

 

#14DRC / Series 2014 Domaine de la Romanée-Conti

7/20/2020

One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti

Purchase Agreement

Closed

9/3/2020

9/15/2020

$54.00

1,000

$54,000
(3)

$6,380

 

#57MANTLE / Series 1957 Topps Mickey Mantle Card

7/20/2020

1957 Topps #95 Mickey Mantle Card

Purchase Agreement

Closed

9/6/2020

9/21/2020

$1.00

8,000

$8,000
(3)

($1,182)

 

#FAUBOURG / Series Hermès Sellier Faubourg Birkin

4/30/2020

2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware

Purchase Option Agreement

Closed

9/9/2020

9/21/2020

$75.00

2,000

$150,000
(3)

$31,675

 

#SOBLACK / Series Hermès So Black Birkin

4/30/2020

2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware

Purchase Option Agreement

Closed

9/10/2020

10/1/2020

$56.00

1,000

$56,000
(3)

$4,087

 

#GATSBY / Series The Great Gatsby

6/8/2020

inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald

Purchase Option Agreement

Closed

9/14/2020

10/1/2020

$50.00

4,000

$200,000
(3)

$10,800

 


11


#93DAYTONA / Series Rolex Daytona ref. 16528

7/20/2020

1993 Rolex Oyster Perpetual Cosmograph Daytona ref. 16528

Purchase Agreement

Closed

9/24/2020

10/1/2020

$21.00

2,000

$42,000
(3)

$3,480

 

#09TROUT / Series 2009 Bowman Mike Trout Card

9/24/2020

2009 Bowman Chrome Draft Prospects #DBPP89 Mike Trout (Orange Refractor) Signed Rookie Card

Purchase Agreement

Closed

9/28/2020

10/8/2020

$20.00

11,250

$225,000
(3)

($4,540)

 

#57STARR / Series 1957 Topps Bart Starr Card

7/20/2020

1957 Topps #119 Bart Starr Rookie Card

Purchase Agreement

Closed

9/16/2020

10/8/2020

$1.00

8,000

$8,000
(3)

($1,182)

 

#AF15 / Series Amazing Fantasy #15

8/21/2020

1962 Amazing Fantasy #15 CGC VF 8.0 comic book

Purchase Agreement

Closed

10/9/2020

10/19/2020

$25.00

8,000

$200,000
(3)

$6,898

 

#03KOBE2 / Series 2003-04 UD Patch Auto Kobe Bryant Card

9/24/2020

2003-04 Upper Deck Exquisite Collection Patches Autographs #KB Kobe Bryant Card graded BGS MINT 9

Purchase Agreement

Closed

10/6/2020

10/22/2020

$4.00

5,750

$23,000
(3)

$641

 

#JOBSMAC / Series 1986 Steve Jobs Signed Computer

8/21/2020

1986 Macintosh Plus Computer Signed by Steve Jobs

Upfront Purchase

Closed

10/11/2020

10/22/2020

$10.00

5,000

$50,000
(3)

$13,168

 

#16PETRUS / Series 2016 Chateau Petrus

7/20/2020

Two cases of six (6) 75cl bottles of 2016 Château Petrus

Purchase Agreement

Closed

8/29/2020

11/3/2020

$5.00

9,000

$45,000
(3)

$5,214

 

#ALICE / Series Alice’s Adventures in Wonderland

7/20/2020

1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll

Purchase Option Agreement

Closed

9/6/2020

11/3/2020

$1.00

12,000

$12,000
(3)

$1,480

 


12


#SPIDER10 / Series 1963 Amazing Spider-Man #10

8/21/2020

1963 Marvel Comics Amazing Spider-Man #10 CGC NM/M 9.8 comic book

Purchase Agreement

Closed

9/6/2020

11/3/2020

$5.00

4,200

$21,000
(3)

$1,688

 

#62MANTLE / Series 1962 Mickey Mantle World Series Bat

9/24/2020

1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series

Purchase Agreement

Closed

10/19/2020

11/4/2020

$25.00

6,000

$150,000
(3)

$14,775

 

#BATMAN6 / Series Batman  #6

6/8/2020

1941 Batman #6 CGC NM 9.4 comic book

Purchase Agreement

Closed

10/21/2020

11/4/2020

$13.50

2,000

$27,000
(3)

$2,330

 

#CLEMENTE2 / Series 1959 Roberto Clemente Bat

9/24/2020

1959 Roberto Clemente Signature Model Bat

Purchase Agreement

Closed

9/29/2020

11/9/2020

$35.00

2,000

$70,000
(3)

$8,173

 

#79STELLA / Series Rolex Ref. 18038 Coral Stella

9/24/2020

1979 Rolex Ref. 18038 Coral “Stella Dial” Day-Date

Purchase Agreement

Closed

10/5/2020

11/16/2020

$5.00

13,800

$69,000
(3)

$5,693

 

#TKAM / Series To Kill a Mockingbird

6/8/2020

1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee

Purchase Agreement

Closed

10/26/2020

11/16/2020

$16.00

2,000

$32,000
(3)

$1,980

 

#SUPER14 / Series Superman #14

7/20/2020

1942 Superman #14 CGC NM 9.4 comic book

Purchase Agreement

Closed

11/6/2020

11/16/2020

$25.00

5,200

$130,000
(3)

$7,125

 

#DIMAGGIO2 / Joe DiMaggio Rolex Datejust

10/28/2020

Rolex Oyster Perpetual Datejust presented to Joe DiMaggio

Upfront Purchase

Closed

11/11/2020

11/18/2020

$10.50

2,000

$21,000
(3)

$2,036

 

#13BEAUX / Series 2013 Vosne-Romanee Les Beaux Monts, Leroy

9/24/2020

One case of twelve (12) bottles of 2013 Vosne-Romanée Les Beaux Monts, Domaine Leroy

Purchase Agreement

Closed

11/11/2020

11/23/2020

$5.00

5,100

$25,500
(3)

$2,124

 


13


#88MARIO / 1988 Super Mario Bros. 2

10/28/2020

1988 NES Super Mario Bros. 2 Wata 9.8 A+ Video Game

Purchase Agreement

Closed

11/12/2020

11/23/2020

$15.00

2,000

$30,000
(3)

$3,571

 

#ANMLFARM / Series Animal Farm

8/21/2020

First Edition, First printing of Animal Farm by George Orwell

Upfront Purchase

Closed

11/16/2020

11/23/2020

$10.00

1,000

$10,000
(3)

$434

 

#NASA1 / Series Apollo 11 Control Stick

9/24/2020

1969 Buzz Aldrin NASA Apollo 11 space-flown control stick

Purchase Agreement

Closed

10/25/2020

11/25/2020

$30.00

10,000

$300,000
(3)

$39,763

 

#00BRADY / 2000 Tom Brady Rookie Card

10/28/2020

2000 Playoff Contenders #144 Tom Brady Autograph Rookie Card graded BGS MINT 9

Upfront Purchase

Closed

11/19/2020

11/30/2020

$12.00

3,750

$45,000
(3)

$8,298

 

#85NES / 1985 NES Pack-Ins

10/28/2020

1985 NES Duck Hunt Wata 9.2 NS Video Game and a 1985 NES Gyromite Wata 9.0 NS Video Game

Purchase Agreement

Closed

11/18/2020

11/30/2020

$4.00

8,000

$32,000
(3)

$4,321

 

#04LEBRON / 2004-05 UD Jersey Auto LeBron James Card

10/28/2020

2004-05 Upper Deck Exquisite Collection Extra Exquisite Jerseys Autographs #LJ LeBron James Card graded BGS GEM MINT 9.5

Purchase Agreement

Closed

10/29/2020

12/7/2020

$10.00

5,000

$50,000
(3)

$4,371

 

#85JORDAN / 1985 Michael Jordan Rookie Sneakers

10/28/2020

1985 Michael Jordan Rookie Game Worn Nike Air Jordan I Sneakers

Purchase Agreement

Closed

11/8/2020

12/7/2020

$25.00

10,000

$250,000
(3)

$5,025

 

#69KAREEM / 1969 Topps Lew Alcindor Rookie Card

10/28/2020

1969 Topps Basketball #25 Lew Alcindor Rookie Card graded PSA NM-MT 8

Upfront Purchase

Closed

11/23/2020

12/7/2020

$11.00

2,500

$27,500
(3)

$2,896

 

#59JFK / Series Profiles in Courage

8/21/2020

1959 Inscribed Presentation Copy of Profiles in Courage by John F. Kennedy

Purchase Agreement

Closed

11/25/2020

12/7/2020

$13.00

2,000

$26,000
(3)

$1,538

 


14


#JUSTICE1 / Series Justice League of America #1

8/21/2020

1960 Justice League of America #1 CGC NM+ 9.6 comic book

Purchase Agreement

Closed

11/19/2020

12/7/2020

$43.00

5,000

$215,000
(3)

$20,635

 

#37HEISMAN / Series 1937 Heisman Memorial Trophy

8/21/2020

1937 Heisman Memorial Trophy Awarded to Yale University Halfback Clint Frank

Purchase Agreement

Open

10/3/2020

Q4 2020 or Q1 2021

$46.00

8,000 / 10,000

$368,000 / $460,000

$41,350

 

#03TACHE / 2003 La Tache, Romanee-Conti

10/28/2020

Four cases of three (3) bottles of 2003 La Tâche, Domaine de la Romanée-Conti

Purchase Agreement

Open

11/17/2020

Q4 2020 or Q1 2021

$5.00

12,480 / 15,600

$62,400 / $78,000

$5,843

 

#GOLDENEYE / 1997 N64 GoldenEye 007

10/28/2020

1997 N64 GoldenEye 007 Wata 9.6 A++ Video Game

Upfront Purchase

Open

11/24/2020

Q4 2020 or Q1 2021

$5.00

4,000 / 5,000

$20,000 / $25,000

$850

 

#TORNEK / Series Tornek-Rayville ref. TR-900

11/25/2020

1964 Tornek-Rayville ref. TR-900

Purchase Agreement

Open

11/26/2020

Q4 2020 or Q1 2021

$5.00

26,400 / 33,000

$132,000 / $165,000

$8,513

 

#MOONSHOE / 1972 Nike Moon Shoe

11/25/2020

Original pair of Nike "Moon Shoe" sneakers

Upfront Purchase

Open

11/27/2020

Q4 2020 or Q1 2021

$10.00

14,400 / 18,000

$144,000 / $180,000

$26,250

 

#03LEBRON2 / 2003-04 Topps LeBron James Card

11/25/2020

2003-04 Topps Chrome Refractors LeBron James Rookie card graded BGS Pristine 10

Upfront Purchase

Open

11/30/2020

Q4 2020 or Q1 2021

$20.00

4,000 / 5,000

$80,000 / $100,000

$7,523

 

#GRAPES / Series Grapes of Wrath

8/21/2020

1939 Inscribed First Edition Presentation copy of The Grapes of Wrath by John Steinbeck

Purchase Agreement

Open

12/1/2020

Q4 2020 or Q1 2021

$19.50

1,600 / 2,000

$31,200 / $39,000

$6,410

 

#AVENGE57 / Series 1968 Avengers #57

8/21/2020

1968 Marvel Avengers #57 CGC NM/M 9.8 comic book

Purchase Agreement

Open

12/2/2020

Q4 2020 or Q1 2021

$1.00

16,000 / 20,000

$16,000 / $20,000

$1,700

 


15


#34GEHRIG / 1934 Goudey Lou Gehrig Card

10/28/2020

1934 Goudey #61 Lou Gehrig Card graded PSA NM-MT 8

Upfront Purchase

Open

12/3/2020

Q4 2020 or Q1 2021

$7.00

4,000 / 5,000

$28,000 / $35,000

$3,874

 

#98KANGA / 1998 Pokemon Kangaskhan Holo Card

11/25/2020

1998 Pokémon Japanese Promo Kangaskhan-Holo Trophy Card graded PSA GEM MT 10

Purchase Agreement

Open

12/2/2020

Q4 2020 or Q1 2021

$8.00

17,000 / 21,250

$136,000 / $170,000

$16,425

 

#18LAMAR / 2018 National Treasures Lamar Jackson Card

11/25/2020

2018 National Treasures Red Lamar Jackson Rookie Card graded BGS NM-MT+ 8.5

Upfront Purchase

Open

12/7/2020

Q4 2020 or Q1 2021

$8.00

6,200 / 7,750

$49,600 / $62,000

$5,875

 

#86FLEER / 1986-87 Fleer Basketball Wax Box

11/25/2020

1986-87 Fleer Basketball Unopened Wax Box Certified by BBCE

Upfront Purchase

Open

12/7/2020

Q4 2020 or Q1 2021

$10.00

13,200 / 16,500

$132,000 / $165,000

$14,708

 

#06BRM / Series 2006 Barolo Riserva Monfortino

9/24/2020

One case of twelve (12) bottles of 2006 Barolo Riserva Monfortino, Giacomo Conterno

Purchase Agreement

Open

12/8/2020

Q4 2020 or Q1 2021

$10.00

1,480 / 1,850

$14,800 / $18,500

$1,495

 

#PICNIC / Series Hermès Picnic Kelly 35

8/21/2020

Limited Edition Natural Barénia Leather & Osier Picnic Kelly 35cm Bag with palladium hardware

Purchase Agreement

Open

12/9/2020

Q4 2020 or Q1 2021

$27.00

1,600 / 2,000

$43,200 / $54,000

$4,360

 

#DUNE / Series Inscribed First Edition Dune

7/20/2020

1965 Inscribed First Edition Copy of Frank Herbert’s Dune

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$13.25

800 / 1,000

$10,600 / $13,250

$1,418

 

#APEOD / Series Audemars Piguet "End of Days"

11/1/2019

Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$62.00

400 / 500

$24,800 / $31,000

$940

 

#15PTKWT / Series Patek Philippe World Time

11/1/2019

Patek Philippe Complications World Time Ref. 5131R-001

Purchase Option Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$108.00

800 / 1,000

$86,400 / $108,000

($140)

 


16


#AMZFNT15 / Series 1962 Amazing Fantasy #15

4/30/2020

1962 Amazing Fantasy #15 CGC VG+ 4.5

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$65.00

400 / 500

$26,000 / $32,500

$575

 

#HALONFR / Series Halo: Combat Evolved

7/20/2020

2001 Halo: Combat Evolved [NFR Not For Resale] Wata 9.8 A++ Sealed Xbox Video Game

Purchase Option Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$27.00

800 / 1,000

$21,600 / $27,000

$2,630

 

#AVENGERS1 / Series 1963 Avengers #1

7/20/2020

1963 Avengers #1 CGC NM + 9.6 comic book

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$54.00

4,000 / 5,000

$216,000 / $270,000

$14,675

 

#KEROUAC / Series On The Road

9/24/2020

1957 inscribed First Edition, Presentation Copy of "On the Road" by Jack Kerouac

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$20.00

3,920 / 4,900

$78,400 / $98,000

$10,585

 

#09BEAUX / Series 2009 Vosne-Romanee Les Beaux Monts, Leroy

9/24/2020

One case of twelve (12) bottles of 2009 Vosne-Romanée Les Beaux Monts, Domaine Leroy

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

5,440 / 6,800

$27,200 / $34,000

$3,085

 

#09RBLEROY / Series 2009 Richebourg, Leroy

9/24/2020

One case of twelve (12) bottles of 2009 Richebourg, Domaine Leroy

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$25.00

3,440 / 4,300

$86,000 / $107,500

$8,734

 

#00MOUTON / Series 2000 Chateau Mouton-Rothschild

9/24/2020

One case of twelve (12) bottles of 2000 Château Mouton-Rothschild

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$13.50

1,600 / 2,000

$21,600 / $27,000

$2,181

 

#11BELAIR / Series 2011 Vosne-Romanee Aux Reignots

9/24/2020

One case of twelve (12) bottles of 2011 Vosne-Romanée Aux Reignots, Domaine du Comte Liger-Belair

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$11.00

1,600 / 2,000

$17,600 / $22,000

$1,685

 


17


#17DUJAC / Series 2017 Chambertin, Dujac

9/24/2020

Two cases of six (6) bottles of 2017 Chambertin, Domaine Dujac

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$8.00

2,600 / 3,250

$20,800 / $26,000

$1,408

 

#00NEWMAN / Series 2000 Newman Race Suit

9/24/2020

Signed Sparco race suit worn by Paul Newman during the 2000 Rolex 24 Hours of Daytona Race Series

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

2,480 / 3,100

$12,400 / $15,500

$1,147

 

#FAUBOURG2 / Series Hermes Blue Faubourg Birkin Bag

9/24/2020

2019 Hermès 20cm Sellier Faubourg Blue Multicolor Birkin with Palladium Hardware

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$15.00

8,800 / 11,000

$132,000 / $165,000

$11,513

 

#THOR / 1962 Journey Into Mystery #83

10/28/2020

1962 Journey Into Mystery #83 CGC NM 9.4

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$20.00

8,600 / 10,750

$172,000 / $215,000

$15,638

 

#WILDGUN / 1985 NES Wild Gunman

10/28/2020

1985 NES Wild Gunman Wata 9.2 A+ Video Game

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$7.00

3,200 / 4,000

$22,400 / $28,000

$2,620

 

#13MUSIGNY / 2013 Musigny, Leroy

10/28/2020

Two cases of three (3) bottles of 2013 Musigny, Domaine Leroy

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$20.00

9,800 / 12,250

$196,000 / $245,000

$17,393

 

#16KOBE / 2016 Kobe Bryant Farewell Game Hardwood

10/28/2020

Four Signed Hardwood Panels from the Staples Center Basketball Court used during Kobe Bryant’s Farewell Game

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$8.00

80,000 / 100,000

$640,000 / $800,000

$154,200

 

#NEWTON / Series Principia

11/25/2020

1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton

Purchase Option Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

24,000 / 30,000

$240,000 / $300,000

$39,050

 

#70AARON / 1970 Topps Hank Aaron Card

11/25/2020

1970 Topps Hank Aaron card graded PSA GEM MINT 10

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$3.00

4,800 / 6,000

$14,400 / $18,000

$598

 


18


#13GIANNIS / 2013 Panini Giannis Antetokounmpo Card

11/25/2020

2013 Panini Flawless Giannis Antetokounmpo Rookie card graded BGS GEM MINT 9.5

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

4,000 / 5,000

$20,000 / $25,000

$4,023

 

#BULLSRING / 1990s Bulls Championship Rings

11/25/2020

Six Chicago Bulls NBA Championship Rings awarded to Chicago Bulls security guard John Capps

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

24,000 / 30,000

$240,000 / $300,000

$44,050

 

#09COBB / 1909-11 T206 Ty Cobb Card

11/25/2020

1909-11 T206 Sweet Caporal Ty Cobb card graded PSA NM 7

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$4.00

6,400 / 8,000

$25,600 / $32,000

$2,980

 

#51HOWE / 1951 Parkhurst Gordie Howe Card

11/25/2020

1951 Parkhurst Gordie Howe Card graded PSA NM-MT 8

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$9.00

4,000 / 5,000

$36,000 / $45,000

$3,445

 

#58PELE / 1958 Alifabolaget Pele Rookie Card

11/25/2020

1958 Alifabolaget #635 Pelé Rookie Card graded PSA MINT 9

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

25,200 / 31,500

$252,000 / $315,000

$20,483

 

#58PELE2 / 1958 Editora Aquarela Pele Card

11/25/2020

1958 Editora Aquarela Pelé Card graded PSA NM 7

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

4,240 / 5,300

$21,200 / $26,500

$1,930

 

#04MESSI / 2004-05 Panini Lionel Messi Card

11/25/2020

2004-05 Panini Lionel Messi Card graded BGS GEM MINT 9.5

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

7,200 / 9,000

$36,000 / $45,000

$3,445

 

#99TMB2 / 1999 Pokemon Tropical Mega Battle Card

11/25/2020

1999 Pokémon Japanese Promo Tropical Mega Battle No. 2 Trainer Card graded PSA AUTHENTIC

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$6.00

8,000 / 10,000

$48,000 / $60,000

$8,000

 


19


#FEDERAL / The Federalist

11/25/2020

First Edition copy of The Federalist by Alexander Hamilton, James Madison, and John Jay

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$15.00

8,000 / 10,000

$120,000 / $150,000

$26,675

 

#59BOND / Goldfinger

 

1959 First Edition Dedication copy of Goldfinger by Ian Fleming

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$8.00

8,200 / 10,250

$65,600 / $82,000

$11,020

 

#62BOND / The Spy Who Loved Me

 

1962 First Edition Presentation copy of The Spy Who Loved Me by Ian Fleming inscribed to Robert Kennedy

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$6.00

12,400 / 15,500

$74,400 / $93,000

$13,593

 

#DEATON / 1999 Triceratops Skull

 

Triceratops prorsus skull excavated from the Hell Creek Formation of North Dakota in 1999

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$25.00

9,120 / 11,400

$228,000 / $285,000

$29,413

 

#XMEN1 / 1963 X-Men #1

 

1963 X-Men #1 CGC NM 9.4 comic book

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$20.00

9,600 / 12,000

$192,000 / $240,000

$20,200

 

#ICECLIMB / 1985 NES Ice Climber

 

1985 NES Ice Climber Wata 9.0 A video game

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$8.00

8,000 / 10,000

$64,000 / $80,000

$8,000

 

#PUNCHOUT / 1987 Mike Tyson's PUNCH-OUT!!

 

1987 NES Mike Tyson’s PUNCH-OUT!! Wata 9.4 A+ video game

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$9.00

8,000 / 10,000

$72,000 / $90,000

$7,825

 

#POKEBLUE / 1998 Game Boy Pokémon Blue

 

1998 Game Boy Pokémon Blue video game

Purchase Agreement

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

1,920 / 2,400

$19,200 / $24,000

$2,660

 

#98GTA / 1998 PlayStation Grand Theft Auto

 

1998 PlayStation Grand Theft Auto Video Game graded Wata 9.8 A+

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

2,520 / 3,150

$12,600 / $15,750

$1,293

 


20


#FOSSILBOX / 1999 Pokemon Fossil Booster Box

 

1999 Pokémon 1st Edition Fossil Set Sealed Booster Box

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

3,360 / 4,200

$16,800 / $21,000

$1,690

 

#96CHARZRD / 1996 Pokemon Japanese No Rarity Charizard

 

1996 Pokemon Japanese Base Set No Rarity Symbol Holo Charizard #6 PSA MINT 9

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

5,200 / 6,500

$52,000 / $65,000

$5,304

 

#JUNGLEBOX / 1999 Pokemon Jungle Booster Box

 

1999 Pokémon Jungle 1st Edition Booster Box

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$5.00

5,520 / 6,900

$27,600 / $34,500

$2,955

 

#01TIGER / 2001 SP Authentic Tiger Woods Card

 

2001 SP Authentic #45 Tiger Woods Autographed Rookie Card graded BGS GEM MINT 9.5

Upfront Purchase

Upcoming

Q4 2020 or Q1 2021

Q4 2020 or Q1 2021

$10.00

1,480 / 1,850

$14,800 / $18,500

$1,615

 

 

Note: Gray shading represents Series for which no Closing of an Offering has occurred. Orange represents sale of Series’ Underlying Asset.

(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)Represents the actual Offering Size, number of Interests sold and fees at the Closing of the Offering. 

(4)Represents most recent Trading Window for Series as of the date of this filing. Blank cells indicate that no Trading Window for Series has yet occurred as of the date of this filing. 


21


USE OF PROCEEDS – SERIES #59BOND

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #59BOND Asset Cost (1)

$68,584

83.64%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.37%

Brokerage Fee

$820

1.00%

Offering Expenses (2)

$615

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.12%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$361

0.44%

Marketing Materials

$200

0.24%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$11,020

13.44%

Total Fees and Expenses

$13,116

16.00%

Total Proceeds

$82,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.149 hereto.


22


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/23/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$68,584

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$661

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


23


 

DESCRIPTION OF SERIES GOLDFINGER

Investment Overview

 

·Upon completion of the Series #59BOND Offering, Series #59BOND will purchase a 1959 First Edition Dedication copy of Goldfinger by Ian Fleming as the Underlying Asset for Series #59BOND (The “Series Goldfinger” or the “Underlying Asset” with respect to Series #59BOND, as applicable), the specifications of which are set forth below. 

·Ian Fleming was a British novelist known for the James Bond series, which debuted with Casino Royale in 1953. 

·Goldfinger was Ian Fleming’s seventh James Bond novel, and tells the story of Auric Goldfinger, the richest man in England, who is investigated by MI6 regarding an audacious gold heist. 

·The Underlying Asset is a First Edition Dedication copy of Goldfinger by Ian Fleming given to his friend William Plomer. 

 

Asset Description

 

Overview & Authentication

 

·Ian Fleming was born in 1908 in London. 

·Fleming worked as a journalist at Reuters, and in April 1933 was sent to Moscow to cover the Metropolitan-Vickers trial. 

·In July 1939 Fleming became a Lieutenant in the Special Branch of the Royal Naval Volunteer Reserve, a role which he would later give to his character James Bond. It’s speculated that one of his commanding officers would become the model for the head of MI6, M, in Fleming’s Bond novels. 

·At the time of Fleming’s death in 1964, he had penned 12 books, 10 of them about James Bond, and was in the midst of another Bond novel when he died. 

·The James Bond series spawned a widely popular film franchise which is continuing on today, featuring 26 movies which have grossed a combined $7 billion at the international box office as of April 2020. 

·By 2008, over 100 million Bond books had been sold. 

·The next Bond movie, No Time to Die, is set for release in 2021 featuring Daniel Craig in the role of Bond. 

·William Plomer was a friend of Fleming’s whom he met during the Second World War while they both served in naval intelligence. It was thanks to Plomer’s encouragement that Jonathan Cape published Casino Royale, as at the time, the publishing house did not publish thrillers. Plomer delivered the address at Fleming’s memorial service. 

·A dedication copy of a book is the copy given from the author to the person whom the book is dedicated. 

·The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist. 

 

Notable Features

 

·The Underlying Asset is a 1959 First Edition Dedication Copy of Goldfinger by Ian Fleming, first published by Jonathan Cape. 

·The Underlying Asset is the dedication copy given by Fleming to William Plomer, the person to whom the book is dedicated. 

·The Underlying Asset includes an inscription on the front free endpaper: “To / William / This oak tree from / that acorn! / Affectionately / Ian.” 

·The Underlying asset is in Octavo format. 

·The Underlying Asset is bound in the original black cloth and lettered in gilt. 

·The Underlying Asset is accompanied by a dust-jacket, collector's green cloth chemise, and green morocco-backed slipcase. 


24


Notable Defects

 

·The Underlying Asset's top edge of upper cover and top right corner are slightly bumped. 

·The Underlying Asset's dust-jacket is soiled and damp-stained with tears to some folds and shows slightly frayed extremities. 

 

Details

 

Series Goldfinger

Title

Goldfinger

Publisher

Jonathan Cape

Publication Date

1959

Binding

Hardcover

Book Condition

Top edge of upper cover and top right corner slightly bumped

Edition

Dedication copy

Inscription or Note

Signed by Ian Fleming, and inscribed: “To / William / This oak tree from / that acorn! / Affectionately / Ian.”

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series Goldfinger going forward.


25


USE OF PROCEEDS – SERIES #62BOND

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #62BOND Asset Cost (1)

$76,817

82.60%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.32%

Brokerage Fee

$930

1.00%

Offering Expenses (2)

$698

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$100

0.11%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$362

0.39%

Marketing Materials

$200

0.22%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$13,593

14.62%

Total Fees and Expenses

$15,883

17.08%

Total Proceeds

$93,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.150 hereto.


26


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/23/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$76,817

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$662

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


27


 

DESCRIPTION OF SERIES THE SPY WHO LOVED ME

Investment Overview

 

·Upon completion of the Series #62BOND Offering, Series #62BOND will purchase a 1962 First Edition Presentation copy of The Spy Who Loved Me by Ian Fleming inscribed to Robert Kennedy as the Underlying Asset for Series #62BOND (The “Series The Spy Who Loved Me” or the “Underlying Asset” with respect to Series #62BOND, as applicable), the specifications of which are set forth below. 

·Ian Fleming was a British novelist known for the James Bond series, which debuted with Casino Royale in 1953. 

·The Spy Who Loved Me was Ian Fleming’s tenth James Bond novel, and tells the story Vivienne Michel, a French Canadian woman who has her life forever altered by a chance encounter with James Bond. 

·Robert Kennedy served as a U.S. Senator and Attorney General. He was a member of the Kennedy political family and was assassinated during his run for President in 1968. 

·The Underlying Asset is a 1962 First Edition Presentation copy of The Spy Who Loved Me by Ian Fleming inscribed and presented to Robert Kennedy. 

 

Asset Description

 

Overview & Authentication

 

·Ian Fleming was born in 1908 in London. 

·Fleming worked as a journalist at Reuters, and in April 1933 was sent to Moscow to cover the Metropolitan-Vickers trial. 

·In July 1939 Fleming became a Lieutenant in the Special Branch of the Royal Naval Volunteer Reserve, a role which he would later give to his character James Bond. It’s speculated that one of his commanding officers would become the model for the head of MI6, M, in Fleming’s Bond novels. 

·At the time of Fleming’s death in 1964, he had penned 12 books, 10 of them about James Bond, and was in the midst of another Bond novel when he died. 

·Fleming first met John F. Kennedy in March 1960, proposing a solution to the “problem of Fidel Castro,” arguing that the USA should drop leaflets from the air “informing the Cuban people that their beards were a natural receptacle for radioactivity and would lead to their long-term impotence.” 

·Through Kennedy, Fleming was introduced to his brother, Robert Kennedy, and Fleming sent inscribed copies of books to Robert, John, and their sister Eunice Shriver. 

·John F. Kennedy later spoke of his fondness for the Bond books, which was quoted on the dust-jacket of the American edition of The Spy Who Loved Me. 

·The James Bond series spawned a widely popular film franchise which is continuing on today, featuring 26 movies which have grossed a combined $7 billion at the international box office as of April 2020. 

·By 2008, over 100 million Bond books had been sold. 

·The next Bond movie, No Time to Die, is set for release in 2021 featuring Daniel Craig in the role of Bond. 

·The Underlying Asset is accompanied by a signed letter of authenticity from Darren Sutherland, a New York-based rare book specialist. 

 

Notable Features

 

·The Underlying Asset is a 1962 First Edition Presentation Copy of The Spy Who Loved Me by Ian Fleming, first published by Jonathan Cape and inscribed by the author to Robert Kennedy. 

·The Underlying Asset includes an inscription on the front free endpaper: “To / Herr [?] Robert Kennedy / from / Herr [?] / Ian Fleming.” 

·The Underlying asset is in Octavo format. 

·The Underlying Asset features a double-paged illustration on pages six and seven. 

·The Underlying Asset is bound in the original dark grey/brown cloth and features silver lettering. 

·The Underlying Asset is accompanied by a dust-jacket, collector's grey cloth chemise, and grey morocco-backed slipcase. 


28


 

Notable Defects

 

·The Underlying Asset's head and foot of spine are slightly bumped. 

 

Details

 

Series The Spy Who Loved Me

Title

The Spy Who Loved Me

Publisher

Jonathan Cape

Publication Date

1962

Binding

Hardcover

Book Condition

Head and foot of spine slightly bumped, soiled dust-jacket damp-stained with tears to some folds and extremities slightly frayed.

Edition

First Edition

Inscription or Note

Signed by Ian Fleming, and inscribed to Robert Kennedy

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series The Spy Who Loved Me going forward.


29


USE OF PROCEEDS – SERIES #DEATON

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #DEATON Asset Cost (1)

$250,000

87.72%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.11%

Brokerage Fee

$2,850

1.00%

Offering Expenses (2)

$2,138

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.04%

Marketing Materials

$200

0.07%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$29,413

10.32%

Total Fees and Expenses

$34,700

12.18%

Total Proceeds

$285,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.151 hereto.


30


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

11/18/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$250,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


31


 

DESCRIPTION OF SERIES 1999 TRICERATOPS SKULL

Investment Overview

 

·Upon completion of the Series #DEATON Offering, Series #DEATON will purchase a Triceratops prorsus skull excavated from the Hell Creek Formation of North Dakota in 1999 as the Underlying Asset for Series #DEATON (The “Series 1999 Triceratops Skull” or the “Underlying Asset” with respect to Series #DEATON, as applicable), the specifications of which are set forth below. 

·Triceratops is a three-horned ceratopsian dinosaur known for its horny beak and shearing teeth. It lived in the Late Cretaceous period, 66-68 million years ago, in the geographic region occupied by the modern USA. 

·Dr. Bobby Deaton taught at Texas Wesleyan University for 47 years. He was the author of over 60 academic papers, was granted numerous patents, and had a Ph.D in physics and a master’s degree in geology.  

·The Underlying Asset consists of one Triceratops prorsus skull excavated from the Hell Creek Formation of North Dakota in 1999. 

 

Asset Description

 

Overview & Authentication

 

·Triceratops was a member of the Ceratopsidae Family, which is characterized by parrot-like beaks, bony frilly, and in many cases horns; and the Ornithischian Order, which is identified by backward-pointing pubis. 

·Triceratops was first discovered in 1887, and mistaken for a gigantic species of extinct bison. 

·In 1889, American Paleontologist O.C. Marsh officially named the dinosaur Triceratops, meaning “three-horned-face.” 

·There are two species of Triceratops, horridus and prorsus. 

·Triceratops was approximately 9 meters long (29.5 feet) and weighed 5,500 kilograms (12,125 pounds). 

·Triceratops was herbivorous and moved on 4 legs. 

·It is thought that the horns of the Triceratops could have been used to fend off attacks from Tyrannosaurus. 

·Unlike many other horned dinosaurs, Triceratops remains are usually found individually, suggesting they did not live in herds. 

·In the 1993 movie “Jurassic Park,” a sick Triceratops is tended to by park employees. 

·The Underlying Asset is accompanied by osteographs that map original bone content, and is approximately 50% complete by bone count and 65% by bone mass. 

 

Notable Features

 

·The Underlying Asset is a Triceratops prorsus skull excavated from the Hell Creek Formation of North Dakota in 1999 by Dr. Bobby Deaton of Texas Wesleyan University. 

·The Underlying Asset was preserved in plaster field jackets for 17 years following its’ excavation. 

·The Underlying Asset is well preserved, with the braincase within the skull and the three original horns remaining intact. 

·The Underlying Asset is over seven feet long. 

·The Underlying Asset has been mounted on a stand for display. 

·The recovered skull elements of the Underlying Asset are of excellent quality overall, exhibiting nice detail, solid outer surfaces, and a natural dark brown patina common on fossils recovered from the iron-rich geological formation known as Hell Creek. 

 

Notable Defects

 

·All skull elements have been fully cleaned and stabilized for mounting.  

·There is no sign of “pyrite disease” or other mineral issues that would represent a problem with future preservation of the fossil. 


32


Details

 

Series 1999 Triceratops Skull

Memorabilia Type

Triceratops Skull

Order

Ornithischia

Suborder

Ceratopsia

Family

Ceratopsidae

Genus

Triceratops

Species

Prorsus

Excavation Site

Hell Creek Formation, North Dakota

Excavation Year

1999

Condition

Well preserved

Presentation

Mounted on a display stand

Length

Over 7 feet

Documentation

Osteograph mapping original bone content

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1999 Triceratops Skull going forward.


33


USE OF PROCEEDS – SERIES #XMEN1

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #XMEN1 Asset Cost (1)

$215,000

89.58%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.13%

Brokerage Fee

$2,400

1.00%

Offering Expenses (2)

$1,800

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.04%

Marketing Materials

$200

0.08%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$20,200

8.42%

Total Fees and Expenses

$24,700

10.29%

Total Proceeds

$240,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.152 hereto.


34


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

11/12/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$215,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


35


 

DESCRIPTION OF SERIES 1963 X-MEN #1

Investment Overview

 

·Upon completion of the Series #XMEN1 Offering, Series #XMEN1 will purchase a 1963 X-Men #1 CGC NM 9.4 comic book as the Underlying Asset for Series #XMEN1 (The “Series 1963 X-Men #1” or the “Underlying Asset” with respect to Series #XMEN1, as applicable), the specifications of which are set forth below. 

·Marvel Comics is a comic book publisher and entertainment company founded in 1939 as Timely Productions. 

·The X-Men comic series was launched in 1963 by Stan Lee and Jack Kirby of Marvel Comics with X-Men #1. 

·The X-Men are a team of genetic mutants born with superpowers, brought together by their mentor, Professor X. The team originally consisted of Cyclops, Beast, Angel, Marvel Girl, and Iceman. 

·The Underlying Asset is a 1963 X-Men #1 comic book graded CGC NM 9.4. 

 

Asset Description

 

Overview & Authentication

 

·Marvel, under its' original name, Timely Comics, began publishing comic books in 1939, and introduced heroes like Captain America. 

·Timely Comics became Atlas Comics in 1951, before officially renaming to Marvel Comics in 1961. 

·The era between 1961-1978 has been referred to as the “Marvel Era of Comics.” 

·Stan Lee was looking for new characters to continue to fuel his success in the early 1960s and began by conceiving of characters and their super-powers. Having used the “radioactive-accident” origin story multiple times, Lee “took the cowardly way out” and decided they would be mutants, “born that way.” He originally called the team the Mutants, but was advised by Marvel’s publisher that kids were unfamiliar with the term, so instead settled on the name X-Men. 

·X-Men #1 was released just days after the March on Washington in August 1963, and Lee claims he intentionally sought to show that “bigotry is a terrible thing” by creating characters facing adversity due to innate differences. 

·The X-Men series was not an immediate hit but caught a second wind in 1975 when writer Len Wein and artist Dave Cockrum introduced new characters like Wolverine and Nightcrawler. 

·The X-Men comic series was circulating approximately 500,000 copies per month by the early 1990s. 

·In 1993, Marvel was financially vulnerable and sold the X-Men movie rights to 20th Century Fox. 

·The first X-Men movie, X-Men, was released on July 14, 2000 by 20th Century Fox. Directed by Bryan Singer, the film starred Patrick Stewart as Professor X, Hugh Jackman as Wolverine, and Halle Berry as Storm. X-Men took in $269,339,528 at the worldwide box office. 

·X-Men 2 was released on May 2, 2003 by 20th Century Fox. Directed by Bryan Singer, the film starred Patrick Stewart as Professor X, Hugh Jackman as Wolverine, and Halle Berry as Storm. X-Men 2 took in $407,711,549 at the worldwide box office. 

·X-Men: The Last Stand was released on May 26, 2006 by 20th Century Fox. Directed by Brett Ratner, the film starred Patrick Stewart as Professor X, Hugh Jackman as Wolverine, and Halle Berry as Storm. X-Men: The Last Stand took in $460,435,291 at the worldwide box office. 

·X-Men Origins: Wolverine was released on May 1, 2009 by 20th Century Fox. Directed by Gavin Hood, the film starred Hugh Jackman as Wolverine, Liev Schreiber as Victor Creed, and Will.i.am as John Wraith. X-Men Origins: Wolverine took in $373,062,864 at the worldwide box office. 

·X-Men: First Class was released on June 3, 2011 by 20th Century Fox. Directed by Matthew Vaughn, the film starred James McAvoy as Charles Xavier (24 years-old), Laurence Belcher as Charles Xavier (12 years-old), and Michael Fassbender as Erik Lensherr. X-Men: First Class took in $352,616,690 at the worldwide box office. 

·X-Men: Days of Future Past was released on May 23, 2014 by 20th Century Fox. Directed by Bryan Singer, the film starred Patrick Stewart as Professor X, Hugh Jackman as Wolverine, Jennifer Lawrence as  


36


Mystique, and Halle Berry as Storm. X-Men: Days of Future Past took in $746,045,700 at the worldwide box office.

·X-Men: Apocalypse was released on May 27, 2016 by 20th Century Fox. Directed by Bryan Singer, the film starred James McAvoy as Professor X, Jennifer Lawrence as Mystique, and Oscar Isaac as Apocalypse. X-Men: Apocalypse took in $543,934,105 at the worldwide box office. 

·13 movies are considered to be a part of the X-Men Franchise: X-Men, X-Men 2, X-Men: The Last Stand, X-Men Origins: Wolverine, X-Men: First Class, The Wolverine, X-Men: Days of Future Past, Deadpool, X-Men: Apocalypse, Logan, Deadpool 2, Dark Phoenix, and The New Mutants. In total, the franchise has grossed $6,076,506,622 at the worldwide box office. 

·Following a series of moves made by Marvel to recover characters with film rights they had previously sold off, including acquiring sharing rights to Spider-Man with Sony, the film rights to X-Men were brought back in-house by the Disney-20th Century Fox merger. Disney has owned Marvel since 2009. 

·The next Marvel movie scheduled for release is “Black Widow” which has been postponed to 2021 amidst concerns regarding COVID-19. 

·The recent surge in MCU movies has helped drive a resurgent comic book market, with comic book sales topping $1,000,000,000 in 2017. 

·The Underlying Asset has been authenticated by Certified Guaranty Company (CGC) and issued a grade of CGC NM 9.4 with certification number 1615570001. 

 

Notable Features

 

·The Underlying Asset is in the top 0.5% of CGC graded copies of X-Men #1. 

·The Underlying Asset is 1 of 13 copies of the 1963 X-Men #1 comic book graded CGC NM 9.4, with only 6 copies graded higher. 

·The Underlying Asset features the first appearance of the X-Men. 

·The Underlying Asset features the first appearance of Cyclops, Beast, Angel, Marvel Girl, Iceman, Magneto, and Professor X. 

·The Underlying Asset’s cover art by Jack Kirby features an illustration of the X-Men fighting Magneto and the text, “THE STRANGEST SUPER-HEROES OF ALL!” across the top of the page; “the X-MEN” and “DON’T MISS THIS FABULOUS / FIRST ISSUE!” on the upper middle of the page; “X-MEN / VERSUS / MAGNETO / EARTH’S MOST / POWERFUL / SUPER VILLAIN!!” in a red text box on the middle left of the page; and “IN THE / SENSATIONAL / FANTASTIC / FOUR / STYLE!” on the upper left side of the page. 

 

Notable Defects

 

·The Underlying Asset shows signs of wear consistent with its condition grade from CGC. 


37


Details

 

Series 1963 X-Men #1

Title

X-Men #1

Key Issue

First issue in self-titled series

Key Issue cont’d

First appearance of X-Men

Publisher

Marvel

Store Date

August 31, 1963

Cover Price

$0.12

Writer

Stan Lee

Cover Artist

Jack Kirby

Penciller

Jack Kirby

Inker

Sol Brodsky, Paul Reinman (disputed)

Letterer

Sam Rosen

Editor

Stan Lee

Rarity

1 of 13 (CGC NM 9.4)

Authentication

Certified Guaranty Company (CGC)

Grade

NM 9.4

Certification No.

1615570001

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1963 X-Men #1 going forward.


38


USE OF PROCEEDS – SERIES #ICECLIMB

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #ICECLIMB Asset Cost (1)

$70,000

87.50%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.38%

Brokerage Fee

$800

1.00%

Offering Expenses (2)

$600

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.13%

Marketing Materials

$200

0.25%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$8,000

10.00%

Total Fees and Expenses

$9,700

12.13%

Total Proceeds

$80,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.153 hereto.


39


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/4/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$70,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


40


 

DESCRIPTION OF SERIES 1985 NES ICE CLIMBER

Investment Overview

 

·Upon completion of the Series #ICECLIMB Offering, Series #ICECLIMB will purchase a 1985 NES Ice Climber Wata 9.0 A video game as the Underlying Asset for Series #ICECLIMB (The “Series 1985 NES Ice Climber” or the “Underlying Asset” with respect to Series #ICECLIMB, as applicable), the specifications of which are set forth below. 

·The NES was launched in New York City in October 1985, Los Angeles in February 1986, and the rest of North America in September of 1986.  Nintendo sold 61.9 million NES units worldwide. 

·Ice Climber is a vertical platform video game released by Nintendo in 1985 that allowed users to climb ice-covered mountains to retrieve stolen vegetables from a giant condor. 

·The Underlying Asset is a Sealed 1985 Ice Climber graded 9.0 A by Wata. 

 

Asset Description

 

Overview & Authentication

 

·Nintendo is a Japanese multinational consumer electronics and video game company founded in 1889. The company remains a high grossing developer, with $2.286 Billion in revenue in the fourth quarter of 2019. 

·The Nintendo Entertainment System (NES) was a console released by Nintendo for U.S. Markets in 1985. 

·The NES was launched in New York City in October 1985, Los Angeles in February 1986, and the rest of North America in September of 1986. Nintendo sold 61.9 million NES units worldwide. 

·The NES system was sold new in the United States until it was discontinued in 1995. 

·Ice Climber was released by Nintendo for the NES in 1985. 

·Ice Climber consisted of two characters, Popo and Nana, who climb up 32 ice-covered mountains to recover stolen vegetables from a giant condor. 

·Ice Climber was one of the original 17 Black Box titles released by Nintendo along with the NES. 

·The characters from Ice Climber would become staples of later Nintendo games, with inclusion in multiple games in the Super Smash Bros. series. 

·The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.0 A with certification number 574297-019. 

 

Notable Features

 

·The Underlying Asset is a 1985 NES Ice Climber video game graded 9.0 A Matte Sticker Seal by Wata. 

·The Underlying Asset is 1 of 2 Matte Sticker sealed examples of 1985 NES Ice Climber graded by Wata. 

·The Underlying Asset is a Hangtab variant of 1985 NES Ice Climber. 

·The Underlying Asset features a Matte Sticker Seal, which denotes the 1st print for 1985 Black Box games released to test markets. 

 

Notable Defects

 

·The Underlying Asset’s condition is consistent with its condition grade from Wata Games.  


41


Details

 

Series 1985 NES Ice Climber

Game

Ice Climber

System

NES

Manufacturer

Nintendo Co., LTD.

Production Year

1985

Box Variant

Matte Sticker Seal, Hangtab, No NES-GP, No Code, No NES TM, No Rev-A, Round SOQ

Rarity

1 of 2 (Matte Sticker Seal)

Authentication

Wata Games

Box Grade

9.0

Seal Rating

A

Certification No.

574297-019

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1985 NES Ice Climber going forward.


42


USE OF PROCEEDS – SERIES #PUNCHOUT

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #PUNCHOUT Asset Cost (1)

$80,000

88.89%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.33%

Brokerage Fee

$900

1.00%

Offering Expenses (2)

$675

0.75%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.11%

Marketing Materials

$200

0.22%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$7,825

8.69%

Total Fees and Expenses

$9,700

10.78%

Total Proceeds

$90,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.154 hereto.


43


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

11/10/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$80,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


44


 

DESCRIPTION OF SERIES 1987 MIKE TYSON'S PUNCH-OUT!!

Investment Overview

 

·Upon completion of the Series #PUNCHOUT Offering, Series #PUNCHOUT will purchase a 1987 NES Mike Tyson’s PUNCH-OUT!! Wata 9.4 A+ video game as the Underlying Asset for Series #PUNCHOUT (The “Series 1987 Mike Tyson's PUNCH-OUT!!” or the “Underlying Asset” with respect to Series #PUNCHOUT, as applicable), the specifications of which are set forth below. 

·Mike Tyson is a boxer who fought professionally from 1985 to 2005, who came out of retirement in 2020 for an exhibition match against Roy Jones Jr., and is widely considered to be one of the greatest heavyweight boxers of all time. 

·Mike Tyson’s PUNCH-OUT!! was a 1987 video game that was released by Nintendo for the Nintendo Entertainment System (NES), a home video game console, that allows users to control a character named “Little Mac” and fight a series of exceedingly challenging oponents, culminating in Mike Tyson. 

·The Underlying Asset is a 1987 Mike Tyson’s PUNCH-OUT!! graded 9.4 A+ by Wata. 

 

Asset Description

 

Overview & Authentication

 

·Nintendo is a Japanese multinational consumer electronics and video game company founded in 1889. The company remains a high grossing developer, with $2.286 Billion in revenue in the fourth quarter of 2019. 

·The Nintendo Entertainment System (NES) was a console released by Nintendo for U.S. Markets in 1985. 

·The NES was launched in New York City in October 1985, Los Angeles in February 1986, and the rest of North America in September of 1986. Nintendo sold 61.9 million NES units worldwide. 

·The NES system was sold new in the United States until it was discontinued in 1995. 

·Nintendo released Punch-Out!!, an arcade boxing game, the first of the Punch-Out series, in 1983. 

·Michael Gerard “Mike” Tyson is born in Brooklyn in 1966. 

·By the time Tyson was 13, he had been arrested 38 times, and was eventually discovered by former boxer Bobby Stewart, who introduced him to Cus D’Amato, who would train him into a talented boxer and become his legal guardian. 

·In his first professional bout, Tyson knocked out Hector Mercedes in the first round in 1985. 

·Tyson bested Trevor Berbick and won his first heavyweight title at the age of 20 in 1986, making him the youngest heavyweight title-winner in history. 

·Tyson retired in 2005 with a career record of 50-6 with 44 knockouts. 

·In 2020, 54-year-old Tyson returned to the ring after a lay-off of almost 15 years, fighting Roy Jones Jr. to a draw. 

·Nintendo released Mike Tyson’s PUNCH-OUT!! for the NES in 1987, allowing users to control a character named “Little Mac” and fight a series of exceedingly challenging oponents, culminating in Mike Tyson. 

·By October 1989, Nintendo had sold 3 million copies of Mike Tyson’s PUNCH-OUT!!.  

·Entertainment Weekly listed Mike Tyson’s PUNCH-OUT!! as one the 100 greatest videogames in 2003. 

·Bleacher Report called Mike Tyson’s PUNCH-OUT!! the Top Boxing Game of All-Time in 2011. 

·The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.4 A+ with certification number 575877-104. 

 

Notable Features

 

·The Underlying Asset is a 1987 NES Mike Tyson’s PUNCH-OUT! video game graded 9.4A+ by Wata. 

·The Underlying Asset is 1 of 3 1987 Mike Tyson's PUNCH-OUT!! graded 9.4 by Wata, with 1 example graded higher. 


45


 

Notable Defects

 

·The Underlying Asset’s condition is consistent with its condition grade from Wata Games. 

 

Details

 

Series 1987 Mike Tyson's PUNCH-OUT!!

Game

Mike Tyson’s PUNCH-OUT!!

System

NES

Manufacturer

Nintendo Co., LTD.

Production Year

1987

Box Variant

Rev-A, Round SOQ, Orange Bullets, 3 Screw Cart, First-party H-seam

Rarity

1 of 3 (Wata 9.4)

Authentication

Wata Games

Box Grade

9.4

Seal Rating

A+

Certification No.

575877-104

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1987 Mike Tyson's PUNCH-OUT!! going forward.


46


USE OF PROCEEDS – SERIES #POKEBLUE

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #POKEBLUE Asset Cost (1)

$20,000

83.33%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

1.25%

Brokerage Fee

$240

1.00%

Offering Expenses (2)

$500

2.08%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.42%

Marketing Materials

$200

0.83%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$2,660

11.08%

Total Fees and Expenses

$3,700

15.42%

Total Proceeds

$24,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the purchase agreement is attached as Exhibit 6.155 hereto.


47


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Purchase Agreement

Date of Agreement

11/10/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$20,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


48


 

DESCRIPTION OF SERIES 1998 GAME BOY POKEMON BLUE

Investment Overview

 

·Upon completion of the Series #POKEBLUE Offering, Series #POKEBLUE will purchase a 1998 Game Boy Pokémon Blue video game as the Underlying Asset for Series #POKEBLUE (The “Series 1998 Game Boy Pokemon Blue” or the “Underlying Asset” with respect to Series #POKEBLUE, as applicable), the specifications of which are set forth below. 

·Pokémon is a Japanese media brand that is managed by Nintendo and Game Freak and centers around creatures (Pokémon), which, in collaboration with their human trainers, learn to battle one another. 

·Pokémon, which launched in 1996, has become one of the most valuable media franchises in the world with an estimated $95 billion in lifetime revenue split between video games, trading cards, TV Shows, movies, comic books, and licensed merchandise. 

·The Underlying Asset is a 1998 Game Boy Pokémon Blue Video Game graded 9.4 A++ by Wata. 

 

Asset Description

 

Overview & Authentication

 

·On February 27, 1996, Nintendo released the Game Freak developed game “Pocket Monsters: Red and Green” for the Game Boy. It was then released over the next two years internationally as Pokémon Red and Pokémon Blue. These were the first Pokémon video games released in the US. 

·Pokémon Red and Pokémon Blue were nearly identical, with the same game design, the only difference being that some Pokémon only appear in Blue and some only in Red, requiring players to have both games in order to collect all 150 Pokémon. 

·Using a Game Boy Link connector, which was sold separately, players could connect separate systems to trade and collect Pokémon.  

·Nintendo owns one-third of The Pokémon Company. 

·As of 2016, nearly 15 billion Pokémon cards had been produced. 

·Pokémon GO, an augmented reality game that allows players to hunt for Pokémon in their physical environments, was released in 2016 to massive success.  

·The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.4 A++ with certification number 577674-001. 

 

Notable Features

 

·The Underlying Asset is a 1998 Game Boy Pokémon Blue video game graded 9.4 A++ by Wata. 

·The Underlying Asset is 1 of 8 1998 Game Boy Pokémon Blue video game examples graded 9.4 by Wata with two graded higher. 

 

Notable Defects

 

·The Underlying Asset’s condition is consistent with its condition grade from Wata Games. 


49


 

 

 

Details

 

Series 1998 Game Boy Pokemon Blue

Game

Pokémon Blue

System

Game Boy

Manufacturer

Nintendo Co., LTD.

Production Year

1998

Box Variant

Made in Japan, E Rating (Pixelated), 83% Fiber, Y-Fold Box, Rattata screenshot (USA Code)

Rarity

1 of 8 (Wata 9.4)

Authentication

Wata Games

Box Grade

9.4

Seal Rating

A++

Certification No.

577674-001

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1998 Game Boy Pokémon Blue going forward.


50


USE OF PROCEEDS – SERIES #98GTA

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #98GTA Asset Cost (1)

$13,200

83.81%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

1.90%

Brokerage Fee

$158

1.00%

Offering Expenses (2)

$500

3.17%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.63%

Marketing Materials

$200

1.27%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$1,293

8.21%

Total Fees and Expenses

$2,250

14.29%

Total Proceeds

$15,750

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.156 hereto.


51


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/19/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$13,200

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


52


 

DESCRIPTION OF SERIES 1998 PLAYSTATION GRAND THEFT AUTO

Investment Overview

 

·Upon completion of the Series #98GTA Offering, Series #98GTA will purchase a 1998 PlayStation Grand Theft Auto Video Game graded Wata 9.8 A+ as the Underlying Asset for Series #98GTA (The “Series 1998 PlayStation Grand Theft Auto” or the “Underlying Asset” with respect to Series #98GTA, as applicable), the specifications of which are set forth below. 

·Grand Theft Auto is a video game released for the PlayStation in 1998 by Take-Two Interactive that allowed players to immerse themselves in the life of thrill-seeking gang members, racing cars and running from the police. 

·Take-Two Interactive is a game publisher incorporated in 1993 that is known for video game franchises like Grand Theft Auto, Red Dead Redemption, Civilization, and Borderlands. 

·The Underlying Asset is a 1998 PlayStation Grand Theft Auto Video Game graded Wata 9.8 A+. 

 

Asset Description

 

Overview & Authentication

 

·The PlayStation was released by Sony in 1994 and has since spawned a series of consoles culminating most recently with the PlayStation 5 in 2020. 

·Take-Two Interactive was founded by Ryan Brant in 1993 after graduating from Wharton School of Business with a degree in Economics. The Publishing company would grow to encompass subsidiaries like Rockstar Games and 2K and publish many of the most influential games in the video game landscape. 

·Grand Theft Auto, or “GTA” as it is commonly referred to, was originally named Race’n’Chase, and eventually came about as the developers at DMA Design (eventually bought by Take-Two Interactive and renamed Rockstar North) wanted to create a game that would allow players to do whatever they wanted in an immersive city landscape. 

·There have been seven Grand Theft Auto titles released in total (including the unnumbered Grand Theft Auto: Vice City and Grand Theft Auto: San Andreas, as well as numerous expansion packs. 

·As of May 2019, GTA V had sold over 110 million copies, making it the third best-selling video game of all time, behind only Minecraft and Tetris. 

·As of September 2019, Grand Theft Auto was the fourth highest grossing video game franchise of all time with an estimated 280 million copies sold, behind only Call of Duty, Pokémon, and Mario. 

·With Rockstar (Take-Two Interactive’s subsidiary that develops GTA) releasing a new installment into the series at intervals of four to five years generally, speculation has arisen recently over the delay of GTA 6, which had been expected in this year.  

·Grand Theft Auto has been dogged by controversy throughout its’ existence due to its graphic depiction of violence, drug abuse, and. sexual content. 

·The Underlying Asset has been authenticated by Wata Games and issued a grade of 9.8 A+ with certification number 577135-002. 

 

Notable Features

 

·The Underlying Asset is a 1998 PlayStation Grand Theft Auto video game graded Wata 9.8 A+.  

·The Underlying Asset is 1 of 2 1998 PlayStation Grand Theft Auto video game examples graded Wata 9.8 A+ with none graded higher. 

·The Underlying Asset has the Sony security label and tear strip. 

 

Notable Defects

 

·The Underlying Asset’s condition is consistent with its condition grade from Wata Games. 


53


 

 

Details

 

Series 1998 PlayStation Grand Theft Auto

Game

Grand Theft Auto

System

PlayStation

Manufacturer

Take-Two Interactive

Production Year

1987

Box Variant

First-party Y seam with Sony security label and Tear strip

Rarity

1 of 2 (Wata 9.8 A+)

Authentication

Wata Games

Box Grade

9.8

Seal Rating

A+

Certification No.

577135-002

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1998 PlayStation Grand Theft Auto going forward.


54


USE OF PROCEEDS – SERIES #FOSSILBOX

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #FOSSILBOX Asset Cost (1)

$18,000

85.71%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

1.43%

Brokerage Fee

$210

1.00%

Offering Expenses (2)

$500

2.38%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.48%

Marketing Materials

$200

0.95%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$1,690

8.05%

Total Fees and Expenses

$2,700

12.86%

Total Proceeds

$21,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.157 hereto.


55


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/19/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$18,000

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


56


 

DESCRIPTION OF SERIES 1999 POKEMON FOSSIL BOOSTER BOX

Investment Overview

 

·Upon completion of the Series #FOSSILBOX Offering, Series #FOSSILBOX will purchase a 1999 Pokémon 1st Edition Fossil Set Sealed Booster Box as the Underlying Asset for Series #FOSSILBOX (The “Series 1999 Pokemon Fossil Booster Box” or the “Underlying Asset” with respect to Series #FOSSILBOX, as applicable), the specifications of which are set forth below. 

·Pokémon is a Japanese media brand that is managed by Nintendo and Game Freak and centers around creatures (Pokémon), which, in collaboration with their human trainers, learn to battle one another. 

·Pokémon, which launched in 1996, has become one of the most valuable media franchises in the world with an estimated $95 billion in lifetime revenue split between video games, trading cards, TV Shows, movies, comic books, and licensed merchandise. 

·The Underlying Asset is a 1999 Pokémon 1st Edition Fossil Set Sealed Booster Box published by Wizards of the Coast. 

 

Asset Description

 

Overview & Authentication

 

·On February 27, 1996, Nintendo released the Game Freak developed game “Pocket Monsters: Red and Green” for the Game Boy, Game Boy Color, and Game Boy Advance. This was the first Pokémon video game. 

·Nintendo owns one-third of The Pokémon Company. 

·As of 2016, nearly 15 billion Pokémon cards had been produced. 

·Pokémon GO, an augmented reality game that allows players to hunt for Pokémon in their physical environments, was released in 2016 to massive success. 

·In order to complete the original Pokédex, the 151 first generation Pokémon, collectors need the 1999 Base, Jungle, and Fossil sets. 

·The Fossil 1st Edition series has 62 cards, each with yellow borders and the Pokémon’s name and HP above the artwork. They were available in 11-card booster packs consisting of seven common cards, three uncommon cards, and one rare card, with holographic cards inserted into approximately one of every three packs. 

·Beneath the left side of the artwork of the Fossil 1st Edition series lies a 1st Edition stamp (“Edition 1”). 

·The Fossil cards can be differentiated from other 1999 Pokémon by their set symbol, resembling the skeletal hand on the Aerodactyl Pokémon, located under the right part of the artwork. 

·The Fossil 1st Edition Set has four different levels of cards which are sequenced in descending order of rarity; Holographic (most rare) cards are numbered 1 to 15, Rare (non-holographic) are numbered 16 to 30, Uncommon are numbered 31 to 45, and Common are numbered 46 to 62. 

·The Pokémon Fossil 1st Edition set was released on October 10, 1999. 

 

Notable Features

 

·The Underlying Asset comes sealed in its original Wizards of the Coast packaging. 

·The Underlying Asset consists of 36 packs (396 total cards) of 1999 Pokémon Fossil 1st Edition set. 

 

Notable Defects

 

·The Underlying Asset shows signs of wear consistent with its age. 


57


Details

 

Series 1999 Pokemon Fossil Booster Box

Name

Pokémon Trading Card Game

Publisher

Wizards of the Coast

Year

1999

Issue

Fossil 1st Edition

Total Cards

396

Memorabilia Type

Trading Card Box

Condition

Sealed

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1999 Pokémon Fossil Booster Box going forward.


58


USE OF PROCEEDS – SERIES #96CHARZRD

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #96CHARZRD Asset Cost (1)

$57,877

89.04%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.46%

Brokerage Fee

$650

1.00%

Offering Expenses (2)

$500

0.77%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$169

0.26%

Marketing Materials

$200

0.31%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$5,304

8.16%

Total Fees and Expenses

$6,823

10.50%

Total Proceeds

$65,000

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.158 hereto.


59


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/25/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$57,877

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$369

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


60


 

DESCRIPTION OF SERIES 1996 POKEMON JAPANESE NO RARITY CHARIZARD

Investment Overview

 

·Upon completion of the Series #96CHARZRD Offering, Series #96CHARZRD will purchase a 1996 Pokemon Japanese Base Set No Rarity Symbol Holo Charizard #6 as the Underlying Asset for Series #96CHARZRD (The “Series 1996 Pokemon Base Set Holo Charizard” or the “Underlying Asset” with respect to Series #96CHARZRD, as applicable), the specifications of which are set forth below. 

·Pokémon is a Japanese media brand that is managed by Nintendo and Game Freak and centers around creatures (Pokémon), which, in collaboration with their human trainers, learn to battle one another. 

·Pokémon, which launched in 1996, has become one of the most valuable media franchises in the world with an estimated $95 billion in lifetime revenue split between video games, trading cards, TV Shows, movies, comic books, and licensed merchandise. 

·The Underlying Asset is a 1996 Pokemon Japanese Base Set No Rarity Symbol Holo Charizard #6 graded PSA MT 9. 

 

Asset Description

 

Overview & Authentication

 

·On February 27, 1996, Nintendo released the Game Freak developed game “Pocket Monsters: Red and Green” for the Game Boy, Game Boy Color, and Game Boy Advance. This was the first Pokémon video game. 

·Nintendo owns one-third of The Pokémon Company. 

·As of 2016, nearly 15 billion Pokémon cards had been produced. 

·Pokémon GO, an augmented reality game that allows players to hunt for Pokémon in their physical environments, was released in 2016 to massive success. 

·The Japanese Base Set No Rarity is the first set of Pokémon Trading Card Game cards ever printed. 

·The Japanese Base Set No Rarity is the 1st Edition printing of the Japanese Base Set, which does not include a rarity stamp in the bottom left-hand corner. 

·Charizard is a dual-type Fire/Flying Pokémon that evolves from Charmeleon and is the final form of Charmander. 

·The Underlying Asset has been authenticated by Professional Sports Authenticator (PSA) and issued a grade of PSA MT 9 with certification number 40811936. 

 

Notable Features

 

·The Underlying Asset is a 1996 Pokémon Base Set Holo No Rarity Charizard #6 graded PSA MT 9. 

·The Underlying Asset is 1 of 26 examples graded PSA MT 9, with only 6 graded higher. 

 

Notable Defects

 

·The Underlying Asset shows signs of wear consistent with its condition grade from PSA. 


61


Details

 

Series 1996 Pokemon Base Set Holo Charizard

Name

Pokémon Trading Card Game

Set

No Rarity

Variety

Holo Charizard

Number in Set

#6

Year

1996

Memorabilia Type

Trading Card

Rarity

1 of 26 PSA-graded MT 9

Authentication

Professional Sports Authenticator (PSA)

Grade

Authentic

Certification No.

40811936

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1996 Pokémon Base Set Holo Charizard going forward.


62


USE OF PROCEEDS – SERIES #JUNGLEBOX

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #JUNGLEBOX Asset Cost (1)

$30,100

87.25%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

0.87%

Brokerage Fee

$345

1.00%

Offering Expenses (2)

$500

1.45%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.29%

Marketing Materials

$200

0.58%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$2,955

8.57%

Total Fees and Expenses

$4,100

11.88%

Total Proceeds

$34,500

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.159 hereto.


63


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/30/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$30,100

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


64


 

DESCRIPTION OF SERIES 1999 POKEMON JUNGLE BOOSTER BOX

Investment Overview

 

·Upon completion of the Series #JUNGLEBOX Offering, Series #JUNGLEBOX will purchase a 1999 Pokémon Jungle 1st Edition Booster Box as the Underlying Asset for Series #JUNGLEBOX (The “Series 1999 Pokemon Jungle Booster Box” or the “Underlying Asset” with respect to Series #JUNGLEBOX, as applicable), the specifications of which are set forth below. 

·Pokémon is a Japanese media brand that is managed by Nintendo and Game Freak and centers around creatures (Pokémon), which, in collaboration with their human trainers, learn to battle one another. 

·Pokémon, which launched in 1996, has become one of the most valuable media franchises in the world with an estimated $95 billion in lifetime revenue split between video games, trading cards, TV Shows, movies, comic books, and licensed merchandise. 

·The Underlying Asset is a 1999 Pokémon Jungle 1st Edition Booster Box published by Wizards of the Coast. 

 

Asset Description

 

Overview & Authentication

 

·On February 27, 1996, Nintendo released the Game Freak developed game “Pocket Monsters: Red and Green” for the Game Boy, Game Boy Color, and Game Boy Advance. This was the first Pokémon video game. 

·Nintendo owns one-third of The Pokémon Company. 

·As of 2016, nearly 15 billion Pokémon cards had been produced. 

·Pokémon GO, an augmented reality game that allows players to hunt for Pokémon in their physical environments, was released in 2016 to massive success. 

·In order to complete the original Pokédex, the 151 first generation Pokémon, collectors need the 1999 Base, Jungle, and Fossil sets. 

·The Jungle 1st Edition series has 64 cards, each with yellow borders and the Pokémon’s name and HP above the artwork. They were available in 11-card booster packs consisting of seven common cards, three uncommon cards, and one rare card, with holographic cards inserted into approximately one of every three packs. 

·Beneath the left side of the artwork of the Jungle 1st Edition series lies a 1st Edition stamp (“Edition 1”). 

·The Jungle cards can be differentiated from other 1999 Pokémon by their set symbol, resembling the Vileplume Pokémon, located under the right part of the artwork. 

·The Jungle 1st Edition Set has four different levels of cards (16 of each), which are sequenced in descending order of rarity; Holographic (most rare) cards are numbered 1 to 16, Rare (non-holographic) are numbered 17 to 32, Uncommon are numbered 33 to 48, and Common are numbered 49 to 64. 

·The Pokémon Jungle 1st Edition cards were the first to feature holographic rare cards, as well as a second subseries featuring the same Pokémon in non-holographic form. This became the standard for English sets. 

·The Pokémon Jungle 1st Edition set was released on June 16, 1999. 

 

Notable Features

 

·The Underlying Asset comes sealed in its original Wizards of the Coast packaging. 

·The Underlying Asset consists of 36 packs (396 total cards) of the 1999 Pokémon Jungle 1st Edition set. 

 

Notable Defects

 

·The Underlying Asset shows signs of wear consistent with its age. 


65


Details

 

Series 1999 Pokemon Jungle Booster Box

Name

Pokémon Trading Card Game

Publisher

Wizards of the Coast

Year

1999

Issue

Jungle 1st Edition

Total Cards

396

Memorabilia Type

Trading Card Box

Condition

Sealed

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 1999 Pokémon Jungle Booster Box going forward.


66


USE OF PROCEEDS – SERIES #01TIGER

We estimate that the gross proceeds of the Series Offering (including from Series Interests acquired by the Manager) will be approximately the amount listed in the Use of Proceeds Table assuming the full amount of the Series Offering is sold, and will be used as follows:

Use of Proceeds Table

Dollar Amount

Percentage of Gross Cash Proceeds

Uses

 

 

Cash Portion of the #01TIGER Asset Cost (1)

$15,600

84.32%

Interests issued to Asset Seller as part of total consideration (1)

$0

0.00%

Cash on Series Balance Sheet

$300

1.62%

Brokerage Fee

$185

1.00%

Offering Expenses (2)

$500

2.70%

Acquisition Expenses (3)

Accrued Interest

$0

0.00%

Finder Fee

$0

0.00%

Authentication Expense

$0

0.00%

Transport from Seller to Warehouse incl. associated Insurance (as applicable)

$100

0.54%

Marketing Materials

$200

1.08%

Refurbishment & maintenance

$0

0.00%

Sourcing Fee

$1,615

8.73%

Total Fees and Expenses

$2,600

14.05%

Total Proceeds

$18,500

100.00%

 

(1)Consists of an agreement listed in the Series Detail Table with the Asset Seller to be paid in full at the expiration date of the agreement listed in the Series Detail Table. 

(2)Solely in connection with the offering of the Series 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 Offering.   

(3)To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.   

 

On the date listed in the Series Detail Table, the Company entered into the agreement listed in the Series Detail Table regarding the Series with the Asset Seller for the Cash Portion of the Asset Cost listed in the Use of Proceeds Table. A copy of the bill of sale is attached as Exhibit 6.160 hereto.


67


Upon the Closing of the Offering, proceeds from the sale of the Series Interests will be distributed to the account of the Series. The Series will complete the agreement and pay the Asset Seller the amounts listed in the Series Detail Table.

 

Series Detail Table

Agreement Type

Upfront Purchase

Date of Agreement

11/23/2020

Expiration Date of Agreement

N/A

Down-payment Amount

$0

Installment 1 Amount

$15,600

Installment 2 Amount

$0

Interests issued to Asset Seller as part of total consideration

$0

Asset Seller Specifics

None

Acquisition Expenses

$300

 

In addition to the costs of acquiring the Underlying Asset, proceeds from the Series Offering will be used to pay the following, listed in the Series Detail Table and the Use of Proceeds Table above (i) the Brokerage Fee to the BOR as consideration for providing certain broker-dealer services to the Company in connection with this Series Offering, (ii) the Offering Expenses related to the anticipated Custody Fee, (iii) the Acquisition Expenses, including but not limited to the items described in the Use of Proceeds Table above, 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) the Sourcing Fee to the Manager as consideration for assisting in the sourcing of the Series.  Of the proceeds of the Series Offering, the Cash on Series Balance Sheet listed in the Use of Proceeds Table will remain in the operating account of the Series for future Operating Expenses.

 

The allocation of the net proceeds of this Series 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 Offering.  The Series is expected to keep Cash on the Series Balance Sheet in the amount listed in the Use of Proceeds Table from the proceeds of the Series Offering for future Operating Expenses.  In the event that less than the Maximum Series Interests are sold in connection with the Series Offering, the Manager may pay, and not seek reimbursement for, the Brokerage Fee, Offering Expenses and Acquisition Expenses and may waive the Sourcing Fee.


68


 

DESCRIPTION OF SERIES 2001 SP AUTHENTIC TIGER WOODS CARD

Investment Overview

 

·Upon completion of the Series #01TIGER Offering, Series #01TIGER will purchase a 2001 SP Authentic #45 Tiger Woods Autographed Rookie Card graded BGS GEM MINT 9.5 as the Underlying Asset for Series #01TIGER (The “Series 2001 SP Authentic Tiger Woods Card” or the “Underlying Asset” with respect to Series #01TIGER, as applicable), the specifications of which are set forth below. 

·The Upper Deck Company, LLC., is a private company founded in 1988 that specializes in the production of trading cards. 

·The Upper Deck Company, LLC. has issued SP Authentic cards sets since in 1993. 

·Tiger Woods is a professional golfer with 82 career PGA Tour Victories, 15 major victories, and is widely considered one of the greatest and most dominant golfers of all time. 

·The Underlying Asset is a 2001 SP Authentic #45 Tiger Woods AU/900 card graded BGS GEM MINT 9.5. 

 

Asset Description

 

Overview & Authentication

 

·In 1990, The Upper Deck Company, LLC. became the first trading card company to include autographed insert cards in their trading card sets. 

·In 1993, Upper Deck introduced a new line of products called Upper Deck SP. SP cards have been known to include valuable rookie cards in multiple sports, with low serial numbers in smaller packs and larger price tags. 

·Eldrick “Tiger” Woods was born in Cypress, California in 1975. 

·Woods became the youngest PGA golfer in 35 years, when he competed in the Nissan Los Angeles Open at the age of 16. 

·In 1994, Woods became the youngest-ever winner of the U.S. Amateur Championship. 

·In 1997, at the age of 21, Woods won the Masters Tournament — his first career Major win. 

·In 2019, Woods won the Masters Tournament after an 11-year win-less drought. 

·Woods has won five Masters Tournament titles, second only to Jack Nicklaus, who has won six. 

·Woods is the PGA's all-time leader in career earnings. 

·Including his endorsement deals, Woods has grossed more than $1 billion, making him the first athlete in history to eclipse that mark. 

·The Underlying Asset has been authenticated by Beckett Grading Services (BGS) and issued a grade of BGS GEM MINT 9.5 with certification number 0010011121. 

 

Notable Features

 

·The Underlying Asset is a 2001 SP Authentic Tiger Woods Rookie Autographed card graded BGS GEM MINT 9.5. 

·The Underlying Asset’s BGS condition report consists of the following grades: Centering: 9.5; Corners: 9.5; Edges: 9; Surface: 9.5.  

·The Underlying Asset is 1 of 284 examples with a grade BGS GEM MINT 9.5. BGS has graded 700 examples of the 2001 SP Authentic #45 Tiger Woods Rookie Autographed card. 

·The Underlying Asset is #45 in the 2001 SP Authentic set. 

·The Underlying Asset features a signature from Tiger Woods, which received a grade of 10 from BGS. 

 

Notable Defects

 

·The Underlying Asset shows signs of wear consistent with its condition grade from BGS. 


69


Details

 

Series 2001 SP Authentic Tiger Woods Card

Sport

Golf

Professional League

PGA

Player

Tiger Woods

Year / Season

2001

Memorabilia Type

Trading Card

Manufacturer

The Upper Deck Company, LLC.

Issue

SP AUTHENTIC

Variant

Autographed Rookie card

Rarity

1 of 284

Number in Set

#45

Signature

“Tiger Woods”

Authentication

Beckett Grading Services (BGS)

Grade (Card)

GEM MINT 9.5

Grade (Centering)

9.5

Grade (Edges)

9

Grade (Corners)

9.5

Grade (Surfaces)

9.5

Grade (Autograph)

10

Certification No.

0010011121

 

Depreciation

 

The Company treats Memorabilia Assets as collectible and therefore will not depreciate or amortize the Series 2001 SP Authentic Tiger Woods Card going forward.


70


RSE ARCHIVE, LLC FINANCIAL STATEMENTS

 

CONTENTS

 

PAGE 

RSE ARCHIVE, LLC AND VARIOUS SERIES:

 

Consolidated Balance Sheets as of June 30, 2020 (unaudited) and December 31, 2019F-1 

 

Consolidated Statements of Operations for the six months ended June 30, 2020 (unaudited) F-13 

and period from inception (January 3, 2019) to June 30, 2019 (unaudited)

 

Consolidated Statements of Members’ Equity / (Deficit) for the six months ended F-23 

June 30, 2020 (unaudited) and period from inception (January 3, 2019) to June 30, 2019

(unaudited)

 

Consolidated Statements of Cash Flows for the six months ended June 30, 2020 (unaudited) F-29 

and period from inception (January 3, 2019) to June 30, 2019 (unaudited)

 

 

Notes to Consolidated Financial Statements F-39 

 

 

Period January 3, 2019 to December 31, 2019 Audited Consolidated Financial Statements

 

Report of Independent Registered Public Accounting FirmF-67 

 

Consolidated Balance SheetsF-68 

 

Consolidated Statements of OperationsF-71 

 

Consolidated Statements of Members’ Equity F-74 

 

Consolidated Statements of Cash Flows F-76 

 

Notes to Consolidated Financial StatementsF-79 


71


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,450  

$1,600  

$300  

$1,545  

$1,095  

Pre-paid Insurance

1,153  

484  

155  

323  

918  

Pre-paid Storage

 

 

 

 

 

Due from the Manager

 

 

 

 

 

Total Current Assets

2,603  

2,084  

455  

1,868  

2,013  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

125,000  

52,500  

16,800  

35,000  

70,100  

TOTAL ASSETS

$127,603  

$54,584  

$17,255  

$36,868  

$72,113  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

 

 

 

Membership Contributions

126,600  

54,100  

17,100  

36,600  

70,740  

Capital Contribution

3,068  

1,749  

1,095  

1,396  

1,900  

Capital Contribution for loss at Offering close

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

(55) 

(55) 

Accumulated Deficit

(2,065) 

(1,265) 

(940) 

(1,073) 

(982) 

Members' Equity / (Deficit)

127,603  

54,584  

17,255  

36,868  

72,113  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$127,603  

$54,584  

$17,255  

$36,868  

$72,113  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-1


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,495  

$1,695  

$1,250  

$1,250  

$1,200  

Pre-paid Insurance

169  

141  

507  

272  

165  

Pre-paid Storage

 

 

 

 

 

Due from the Manager

 

 

 

 

 

Total Current Assets

1,664  

1,836  

1,757  

1,522  

1,365  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

12,100  

10,100  

55,500  

29,500  

17,900  

TOTAL ASSETS

$13,764  

$11,936  

$57,257  

$31,022  

$19,265  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

 

 

 

 

 

Income Taxes Payable

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

 

 

 

 

 

 

 

 

 

 

 

Membership Contributions

13,800  

12,000  

56,750  

30,750  

19,250  

Capital Contribution

947  

911  

1,701  

1,404  

993  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

(205) 

(205) 

 

 

(150) 

Accumulated Deficit

(778) 

(770) 

(1,194) 

(1,132) 

(828) 

Members' Equity / (Deficit)

13,764  

11,936  

57,257  

31,022  

19,265  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$13,764  

$11,936  

$57,257  

$31,022  

$19,265  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-2


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Series #APROAK

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,750  

$5,300  

$1,003  

$3,005 

$1,250  

Pre-paid Insurance

155  

 

 

- 

669  

Pre-paid Storage

 

 

 

- 

 

Due from the Manager

 

 

 

3,550 

 

Total Current Assets

1,905  

5,300  

1,003  

6,555 

1,919  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

- 

 

Collectible Memorabilia - Owned

11,100  

500,028  

44,065  

- 

72,500  

TOTAL ASSETS

$13,005  

$505,328  

$45,068  

$6,555 

$74,419  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$3,550 

$ 

Due to the Manager for Insurance

 

2,644  

386  

- 

 

Income Taxes Payable

 

 

 

3,005 

 

Due to the Manager or its Affiliates

 

 

65  

- 

 

Total Liabilities

 

2,644  

451  

6,555 

 

 

 

 

 

 

 

Membership Contributions

13,000  

505,328  

45,040  

- 

73,688  

Capital Contribution

860  

2,355  

671  

- 

1,859  

Capital Contribution for loss at Offering close

 

 

10  

- 

63  

Distribution to RSE Archive

(150) 

 

 

- 

 

Accumulated Deficit

(705) 

(4,999) 

(1,104) 

- 

(1,191) 

Members' Equity / (Deficit)

13,005  

502,684  

44,617  

- 

74,419  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$13,005  

$505,328  

$45,068  

$6,555 

$74,419  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-3


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #88JORDAN

Series #BIRKINBOR

Series #33RUTH

Series #SPIDER1

Series #BATMAN3

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,003  

$1,203  

$1,003  

$1,003  

$1,003  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

 

Due from the Manager

 

 

 

 

 

Total Current Assets

1,003  

1,203  

1,003  

1,003  

1,003  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

20,000  

50,000  

74,000  

20,000  

75,000  

TOTAL ASSETS

$21,003  

$51,203  

$75,003  

$21,003  

$76,003  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

175  

418  

634  

69  

258  

Income Taxes Payable

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

175  

418  

634  

69  

258  

 

 

 

 

 

 

Membership Contributions

21,050  

51,250  

75,050  

21,050  

76,050  

Capital Contribution

511  

435  

414  

391  

390  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

(47) 

(47) 

(47) 

(47) 

(47) 

Accumulated Deficit

(686) 

(853) 

(1,048) 

(460) 

(648) 

Members' Equity / (Deficit)

20,827  

50,785  

74,369  

20,934  

75,745  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$21,003  

$51,203  

$75,003  

$21,003  

$76,003  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-4


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #ULYSSES

Series #ROOSEVELT

Series #56MANTLE

Series #AGHOWL

Series #98JORDAN

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,950  

$400  

$1,050  

$1,703  

$9,272 

Pre-paid Insurance

311  

240  

 

219  

- 

Pre-paid Storage

 

 

 

 

- 

Due from the Manager

 

 

 

 

136 

Total Current Assets

2,261  

640  

1,050  

1,922  

9,408 

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

- 

Collectible Memorabilia - Owned

22,100  

17,200  

9,000  

15,600  

- 

TOTAL ASSETS

$24,361  

$17,840  

$10,050  

$17,522  

$9,408 

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$- 

Due to the Manager for Insurance

 

 

77  

 

- 

Income Taxes Payable

 

 

 

 

9,408 

Due to the Manager or its Affiliates

 

 

 

 

- 

Total Liabilities

 

 

77  

 

9,408 

 

 

 

 

 

 

Membership Contributions

24,050  

17,797  

9,400  

17,500  

- 

Capital Contribution

718  

639  

368  

612  

- 

Capital Contribution for loss at Offering close

 

 

650  

 

- 

Distribution to RSE Archive

 

(197) 

 

(197) 

- 

Accumulated Deficit

(407) 

(399) 

(445) 

(393) 

- 

Members' Equity / (Deficit)

24,361  

17,840  

9,973  

17,522  

- 

TOTAL LIABILITIES AND MEMBERS' EQUITY

$24,361  

$17,840  

$10,050  

$17,522  

$9,408 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-5


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #18ZION

Series #SNOOPY

Series #APOLLO11

Series #24RUTHBAT

Series #YOKO

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$650  

$800  

$1,050  

$1,003  

$1,750  

Pre-paid Insurance

125  

221  

277  

 

176  

Pre-paid Storage

 

 

 

 

 

Due from the Manager

 

 

 

 

 

Total Current Assets

775  

1,021  

1,327  

1,003  

1,926  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

13,545  

24,000  

30,000  

250,006  

12,600  

TOTAL ASSETS

$14,320  

$25,021  

$31,327  

$251,009  

$14,526  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

 

 

 

2,134  

 

Income Taxes Payable

 

 

 

 

 

Due to the Manager or its Affiliates

45  

 

 

 

 

Total Liabilities

45  

 

 

2,140  

 

 

 

 

 

 

 

Membership Contributions

14,150  

24,745  

31,050  

250,538  

14,500  

Capital Contribution

465  

575  

595  

194  

353  

Capital Contribution for loss at Offering close

 

55  

 

512  

 

Distribution to RSE Archive

 

 

 

(47) 

(150) 

Accumulated Deficit

(340) 

(354) 

(318) 

(2,328) 

(177) 

Members' Equity / (Deficit)

14,275  

25,021  

31,327  

248,869  

14,526  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$14,320  

$25,021  

$31,327  

$251,009  

$14,526  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-6


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #86JORDAN

Series #HULK1

Series #RUTHBALL1

Series #HIMALAYA

Series #38DIMAGGIO

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$8,851 

$300  

$700  

$1,203  

$600  

Pre-paid Insurance

- 

 

 

 

 

Pre-paid Storage

- 

 

 

 

 

Due from the Manager

109 

 

 

 

 

Total Current Assets

8,960 

300  

700  

1,203  

600  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

- 

 

 

 

 

Collectible Memorabilia - Owned

- 

87,006  

27,006  

130,000  

20,006  

TOTAL ASSETS

$8,960 

$87,306  

$27,706  

$131,203  

$20,606  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$- 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

144 

190  

146  

1,088  

108  

Income Taxes Payable

8,816 

 

 

 

 

Due to the Manager or its Affiliates

- 

 

 

 

 

Total Liabilities

8,960 

196  

152  

1,088  

114  

 

 

 

 

 

 

Membership Contributions

- 

87,300  

27,700  

131,250  

20,600  

Capital Contribution

- 

126  

126  

116  

90  

Capital Contribution for loss at Offering close

- 

 

 

 

 

Distribution to RSE Archive

- 

 

 

(47) 

 

Accumulated Deficit

- 

(316) 

(272) 

(1,204) 

(198) 

Members' Equity / (Deficit)

- 

87,110  

27,554  

130,115  

20,492  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$8,960 

$87,306  

$27,706  

$131,203  

$20,606  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-7


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #55CLEMENTE

Series #LOTR

Series #CATCHER

Series #BOND1

Series #SUPER21

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$600  

$563  

$213  

$463  

$300  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

 

Due from the Manager

 

 

 

 

 

Total Current Assets

600  

563  

213  

463  

300  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

36,006  

27,600  

11,600  

37,100  

7,023  

TOTAL ASSETS

$36,606  

$28,163  

$11,813  

$37,563  

$7,323  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$ 

Due to the Manager for Insurance

195  

70  

30  

97  

11  

Income Taxes Payable

 

 

 

 

 

Due to the Manager or its Affiliates

 

 

 

 

23  

Total Liabilities

201  

70  

30  

97  

34  

 

 

 

 

 

 

Membership Contributions

36,600  

28,200  

11,850  

37,600  

7,300  

Capital Contribution

90  

67  

67  

67  

47  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

(37) 

(37) 

(37) 

 

Accumulated Deficit

(285) 

(137) 

(97) 

(164) 

(58) 

Members' Equity / (Deficit)

36,405  

28,093  

11,783  

37,466  

7,289  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$36,606  

$28,163  

$11,813  

$37,563  

$7,323  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-8


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)


 

Series #BATMAN1

Series #BIRKINTAN

Series #GMTBLACK1

Consolidated

Assets

 

 

 

 

Current Assets

 

 

 

 

Cash and Cash Equivalents

$534  

$700  

$634  

$171,332  

Pre-paid Insurance

 

 

 

6,938  

Pre-paid Storage

 

 

 

1,650  

Due from the Manager

 

 

 

3,794  

Total Current Assets

534  

700  

634  

183,715  

Other Assets

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

178,161  

Collectible Memorabilia - Owned

68,577  

25,244  

25,030  

3,759,520  

TOTAL ASSETS

$69,111  

$25,944  

$25,664  

$4,121,396  

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

Liabilities

 

 

 

 

Current Liabilities

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$108,213  

Due to the Manager for Insurance

149  

42  

146  

10,714  

Income Taxes Payable

 

 

 

21,229  

Due to the Manager or its Affiliates

77  

244  

30  

1,751,883  

Total Liabilities

226  

286  

176  

1,892,038  

 

 

 

 

 

Membership Contributions

69,100  

25,700  

25,700  

2,231,825  

Capital Contribution

43  

20  

20  

40,940  

Capital Contribution for loss at Offering close

 

 

 

1,800  

Distribution to RSE Archive

(66) 

 

(66) 

 

Accumulated Deficit

(192) 

(62) 

(166) 

(45,207) 

Members' Equity / (Deficit)

68,885  

25,658  

25,488  

2,229,358  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$69,111  

$25,944  

$25,664  

$4,121,396  

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-9


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of June 30, 2020 (unaudited)



See accompanying notes, which are an integral part of these financial statements.

F-10


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,450  

$1,600  

$300  

$1,545  

$1,095  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

 

Total Current Assets

1,450  

1,602  

300  

1,545  

1,096  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

125,000  

52,500  

16,800  

35,000  

70,100  

TOTAL ASSETS

$126,450  

$54,102  

$17,100  

$36,545  

$71,196  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$13  

$13  

$ 

Due to the Manager for Insurance

237  

100  

32  

66  

66  

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

237  

100  

45  

79  

66  

 

 

 

 

 

 

Membership Contributions

126,600  

54,100  

17,100  

36,600  

70,740  

Capital Contribution

220  

203  

180  

154  

131  

Capital Contribution for loss at Offering close

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

(55) 

(55) 

Accumulated Deficit

(607) 

(301) 

(225) 

(233) 

(196) 

Members' Equity

126,213  

54,002  

17,055  

36,466  

71,130  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$126,450  

$54,102  

$17,100  

$36,545  

$71,196  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-10


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,495  

$1,695  

$1,250  

$1,100  

$1,200  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

 

Total Current Assets

1,496  

1,696  

1,251  

1,100  

1,200  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

 

Collectible Memorabilia - Owned

12,100  

10,100  

55,500  

29,500  

17,900  

TOTAL ASSETS

$13,596  

$11,796  

$56,751  

$30,600  

$19,100  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$13  

$ 

Due to the Manager for Insurance

12  

10  

104  

56  

34  

Due to the Manager or its Affiliates

 

 

 

 

 

Total Liabilities

12  

10  

104  

69  

34  

 

 

 

 

 

 

Membership Contributions

13,800  

12,000  

56,750  

30,750  

19,250  

Capital Contribution

131  

131  

112  

110  

71  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

(205) 

(205) 

 

 

(150) 

Accumulated Deficit

(142) 

(140) 

(215) 

(329) 

(105) 

Members' Equity

13,584  

11,786  

56,647  

30,531  

19,066  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$13,596  

$11,796  

$56,751  

$30,600  

$19,100  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-11


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,750  

$5,300  

$1,050  

$1,600  

$24,459  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

1,881  

Total Current Assets

1,751  

5,300  

1,052  

1,601  

26,340  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

282,250  

Collectible Memorabilia - Owned

11,100  

500,028  

44,000  

27,500  

1,301,928  

TOTAL ASSETS

$12,851  

$505,328  

$45,052  

$29,101  

$1,610,518  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$130  

Due to the Manager for Insurance

11  

949  

83  

52  

2,607  

Due to the Manager or its Affiliates

 

 

 

 

577,500  

Total Liabilities

11  

949  

83  

52  

580,237  

 

 

 

 

 

 

Membership Contributions

13,000  

505,328  

45,040  

29,100  

1,030,158  

Capital Contribution

63  

16  

 

 

7,644  

Capital Contribution for loss at Offering close

 

 

10  

 

520  

Distribution to RSE Archive

(150) 

 

 

 

 

Accumulated Deficit

(73) 

(965) 

(86) 

(55) 

(8,041) 

Members' Equity

12,840  

504,379  

44,969  

29,049  

1,030,281  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$12,851  

$505,328  

$45,052  

$29,101  

1,610,518  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-12


RSE ARCHIVE, LLC

Consolidated Balance Sheets as of December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

F-13


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

859  

361  

115  

240  

185  

Professional Fees

600  

600  

600  

600  

600  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

1,459  

964  

715  

840  

786  

Operating Loss

(1,459) 

(964) 

(715) 

(840) 

(786) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(1,459) 

(964) 

(715) 

(840) 

(786) 

Provision for Income Taxes

 

 

 

 

 

Net income/(loss)

$(1,459) 

$(964) 

$(715) 

$(840) 

$(786) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(1.46) 

$(0.48) 

$(0.36) 

$(0.84) 

$(0.26) 

Weighted Average Membership Interests

1,000  

2,000  

2,000  

1,000  

3,000  


See accompanying notes, which are an integral part of these financial statements.

F-13


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

34  

29  

378  

203  

123  

Professional Fees

600  

600  

600  

600  

600  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

635  

630  

979  

803  

723  

Operating Loss

(635) 

(630) 

(979) 

(803) 

(723) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(635) 

(630) 

(979) 

(803) 

(723) 

Provision for Income Taxes

 

 

 

 

 

Net income/(loss)

$(635) 

$(630) 

$(979) 

$(803) 

$(723) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(3.18) 

$(3.15) 

$(0.98) 

$(0.40) 

$(0.72) 

Weighted Average Membership Interests

200  

200  

1,000  

2,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

F-14


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Series #APROAK

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

65  

 

 

Insurance

31  

3,435  

302  

41  

597  

Professional Fees

600  

600  

600  

121  

594  

Marketing Expense

 

 

47  

47  

 

Total Operating Expenses

632  

4,035  

1,018  

210  

1,191  

Operating Loss

(632) 

(4,035) 

(1,018) 

(210) 

(1,191) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

(8,950) 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(632) 

(4,035) 

(1,018) 

8,740  

(1,191) 

Provision for Income Taxes

 

 

 

3,005  

 

Net income/(loss)

$(632) 

$(4,035) 

$(1,018) 

$5,735  

$(1,191) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.32) 

$(0.40) 

$(0.51) 

$2.87  

$(1.19) 

Weighted Average Membership Interests

2,000  

10,000  

2,000  

2,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

F-15


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #88JORDAN

Series #BIRKINBOR

Series #33RUTH

Series #SPIDER1

Series #BATMAN3

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

175  

418  

634  

69  

258  

Professional Fees

510  

435  

414  

390  

390  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

686  

853  

1,048  

460  

648  

Operating Loss

(686) 

(853) 

(1,048) 

(460) 

(648) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(686) 

(853) 

(1,048) 

(460) 

(648) 

Provision for Income Taxes

 

 

 

 

 

Net income/(loss)

$(686) 

$(853) 

$(1,048) 

$(460) 

$(648) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.34) 

$(0.43) 

$(0.52) 

$(0.46) 

$(0.65) 

Weighted Average Membership Interests

2,000  

2,000  

2,000  

1,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

F-16


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #ULYSSES

Series #ROOSEVELT

Series #56MANTLE

Series #AGHOWL

Series #98JORDAN

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

36  

27  

77  

25  

209  

Professional Fees

371  

371  

368  

368  

165  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

407  

399  

445  

393  

374  

Operating Loss

(407) 

(399) 

(445) 

(393) 

(374) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

(44,935) 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(407) 

(399) 

(445) 

(393) 

44,561  

Provision for Income Taxes

 

 

 

 

9,408  

Net income/(loss)

$(407) 

$(399) 

$(445) 

$(393) 

$35,153  

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.81) 

$(0.40) 

$(0.04) 

$(0.79) 

$17.58  

Weighted Average Membership Interests

500  

1,000  

10,000  

500  

2,000  


See accompanying notes, which are an integral part of these financial statements.

F-17


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #18ZION

Series #SNOOPY

Series #APOLLO11

Series #24RUTHBAT

Series #YOKO

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

43  

74  

78  

2,134  

 

Professional Fees

297  

280  

240  

194  

168  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

340  

354  

318  

2,328  

177  

Operating Loss

(340) 

(354) 

(318) 

(2,328) 

(177) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(340) 

(354) 

(318) 

(2,328) 

(177) 

Provision for Income Taxes

 

 

 

 

 

Net income/(loss)

$(340) 

$(354) 

$(318) 

$(2,328) 

$(177) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.68) 

$(0.18) 

$(0.32) 

$(0.78) 

$(0.88) 

Weighted Average Membership Interests

500  

2,000  

1,000  

3,000  

200  


See accompanying notes, which are an integral part of these financial statements.

F-18


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #86JORDAN

Series #HULK1

Series #RUTHBALL1

Series #HIMALAYA

Series #38DIMAGGIO

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

144  

190  

146  

1,088  

108  

Professional Fees

61  

126  

126  

116  

90  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

205  

316  

272  

1,204  

198  

Operating Loss

(205) 

(316) 

(272) 

(1,204) 

(198) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

(41,948) 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

41,743  

(316) 

(272) 

(1,204) 

(198) 

Provision for Income Taxes

8,816  

 

 

 

 

Net income/(loss)

$32,927  

$(316) 

$(272) 

$(1,204) 

$(198) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$32.93  

$(0.16) 

$(0.14) 

$(0.60) 

$(0.20) 

Weighted Average Membership Interests

1,000  

2,000  

2,000  

2,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

F-19


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #55CLEMENTE

Series #LOTR

Series #CATCHER

Series #BOND1

Series #SUPER21

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

 

 

Insurance

195  

70  

30  

97  

11  

Professional Fees

90  

67  

67  

67  

47  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

285  

137  

97  

164  

58  

Operating Loss

(285) 

(137) 

(97) 

(164) 

(58) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Purchase Option Expense

 

 

 

 

 

Other Income

 

 

 

 

 

Gain on Sale

 

 

 

 

 

Loss on Sale

 

 

 

 

 

Income / (Loss) Before Income Taxes

(285) 

(137) 

(97) 

(164) 

(58) 

Provision for Income Taxes

 

 

 

 

 

Net income/(loss)

$(285) 

$(137) 

$(97) 

$(164) 

$(58) 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.29) 

$(0.14) 

$(0.19) 

$(0.16) 

$(0.01) 

Weighted Average Membership Interests

1,000  

1,000  

500  

1,000  

8,500  


See accompanying notes, which are an integral part of these financial statements.

F-20


RSE ARCHIVE, LLC

Consolidated Statements of Operations (unaudited)
Six Months Ended June 30, 2020


 

Series #BATMAN1

Series #BIRKINTAN

Series #GMTBLACK1

Consolidated

Operating Expenses

 

 

 

 

Storage

$ 

$ 

$ 

$4,771  

Transportation

 

 

 

402  

Insurance

149  

42  

146  

15,779  

Professional Fees

43  

20  

20  

14,412  

Marketing Expense

 

 

 

2,586  

Total Operating Expenses

192  

62  

166  

37,950  

Operating Loss

(192) 

(62) 

(166) 

(37,950) 

Other Expenses

 

 

 

 

Interest Expense and Financing Fees

 

 

 

60  

Purchase Option Expense

 

 

 

 

Other Income

 

 

 

 

Gain on Sale

 

 

 

(95,833) 

Loss on Sale

 

 

 

 

Income / (Loss) Before Income Taxes

(192) 

(62) 

(166) 

57,823  

Provision for Income Taxes

 

 

 

21,229  

Net income/(loss)

$(192) 

$(62) 

$(166) 

$36,594  

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.19) 

$(0.06) 

$(0.17) 

 

Weighted Average Membership Interests

1,000  

1,000  

1,000  

 


See accompanying notes, which are an integral part of these financial statements.

F-21


RSE ARCHIVE, LLC

Consolidated Statement of Operations (unaudited)
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)


 

Consolidated

Operating Expenses

 

Storage

$- 

Transportation

- 

Insurance

- 

Maintenance

- 

Professional Fees

- 

Marketing Expense

- 

Total Operating Expenses

- 

Operating Loss

- 

Other Expenses

 

Interest Expense and Financing Fees

- 

Purchase Option Expense

- 

Other Income

 

Gain on Sale

- 

Loss on Sale

- 

Income / (Loss) Before Income Taxes

- 

Provision for Income Taxes

- 

Net income/(loss)

$- 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-22


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Balance December 31, 2019

$126,213  

$54,002  

$17,055  

$36,465  

$71,130  

Distribution

 

 

 

 

 

Membership Contributions

 

 

 

 

 

Capital Contribution

2,849  

1,546  

915  

1,243  

1,769  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(1,459) 

(964) 

(715) 

(840) 

(786) 

Balance June 30, 2020

$127,603  

$54,584  

$17,255  

$36,868  

$72,113  

 

 

 

 

 

 

 

 

 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Balance December 31, 2019

$13,583  

$11,785  

$56,646  

$30,531  

$19,066  

Distribution

 

 

 

 

 

Membership Contributions

 

 

 

 

 

Capital Contribution

816  

781  

1,590  

1,294  

922  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(635) 

(630) 

(979) 

(803) 

(723) 

Balance June 30, 2020

$13,764  

$11,936  

$57,257  

$31,022  

$19,265  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-23


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Series #APROAK

Balance December 31, 2019

$12,839  

$504,380  

$44,968  

$29,049  

$ 

Distribution

 

 

 

(38,595) 

 

Membership Contributions

 

 

 

 

73,688  

Capital Contribution

798  

2,339  

667  

3,811  

1,859  

Capital Contribution for loss at Offering close

 

 

 

 

63  

Distribution to RSE Archive

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(632) 

(4,035) 

(1,018) 

5,735  

(1,191) 

Balance June 30, 2020

$13,005  

$502,684  

$44,617  

$ 

$74,419  

 

 

 

 

 

 

 

 

 

Series #88JORDAN

Series #BIRKINBOR

Series #33RUTH

Series #SPIDER1

Series #BATMAN3

Balance December 31, 2019

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

Membership Contributions

21,050  

51,250  

75,050  

21,050  

76,050  

Capital Contribution

511  

435  

414  

391  

390  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

(47) 

(47) 

(47) 

(47) 

(47) 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(686) 

(853) 

(1,048) 

(460) 

(648) 

Balance June 30, 2020

$20,827  

$50,785  

$74,369  

$20,934  

$75,745  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-24


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)


 

Series #ULYSSES

Series #ROOSEVELT

Series #56MANTLE

Series #AGHOWL

Series #98JORDAN

Balance December 31, 2019

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

(157,328) 

Membership Contributions

24,050  

17,797  

9,400  

17,500  

121,600  

Capital Contribution

718  

639  

368  

612  

439  

Capital Contribution for loss at Offering close

 

 

650  

 

 

Distribution to RSE Archive

 

(197) 

 

(197) 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(407) 

(399) 

(445) 

(393) 

35,153  

Balance June 30, 2020

$24,361  

$17,840  

$9,973  

$17,522  

$(136) 

 

 

 

 

 

 

 

 

 

Series #18ZION

Series #SNOOPY

Series #APOLLO11

Series #24RUTHBAT

Series #YOKO

Balance December 31, 2019

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

Membership Contributions

14,150  

24,745  

31,050  

250,538  

14,500  

Capital Contribution

465  

575  

595  

194  

353  

Capital Contribution for loss at Offering close

 

55  

 

512  

 

Distribution to RSE Archive

 

 

 

(47) 

(150) 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(340) 

(354) 

(318) 

(2,328) 

(177) 

Balance June 30, 2020

$14,275  

$25,021  

$31,327  

$248,869  

$14,526  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-25


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)


 

Series #86JORDAN

Series #HULK1

Series #RUTHBALL1

Series #HIMALAYA

Series #38DIMAGGIO

Balance December 31, 2019

$ 

$ 

$ 

$ 

$ 

Distribution

(71,649) 

 

 

 

 

Membership Contributions

38,500  

87,300  

27,700  

131,250  

20,600  

Capital Contribution

222  

126  

126  

116  

90  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

 

 

(47) 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

32,927  

(316) 

(272) 

(1,204) 

(198) 

Balance June 30, 2020

$ 

$87,110  

$27,554  

$130,115  

$20,492  

 

 

 

 

 

 

 

 

 

Series #55CLEMENTE

Series #LOTR

Series #CATCHER

Series #BOND1

Series #SUPER21

Balance December 31, 2019

$ 

$ 

$ 

$ 

$ 

Distribution

 

 

 

 

 

Membership Contributions

36,600  

28,200  

11,850  

37,600  

7,300  

Capital Contribution

90  

67  

67  

67  

47  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

(37) 

(37) 

(37) 

 

Distribution to Series

 

 

 

 

 

Net Income / (Loss)

(285) 

(137) 

(97) 

(164) 

(58) 

Balance June 30, 2020

$36,405  

$28,093  

$11,783  

$37,466  

$7,289  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-26


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Six-Months Ended June 30, 2020 (unaudited)


 

Series #BATMAN1

Series #BIRKINTAN

Series #GMTBLACK1

Consolidated

Balance December 31, 2019

$ 

$ 

$ 

$1,030,281  

Distribution

 

 

 

(267,572) 

Membership Contributions

69,100  

25,700  

25,700  

1,390,867  

Capital Contribution

43  

20  

20  

37,907  

Capital Contribution for loss at Offering close

 

 

 

1,280  

Distribution to RSE Archive

(66) 

 

(66) 

 

Distribution to Series

 

 

 

 

Net Income / (Loss)

(192) 

(62) 

(166) 

36,595  

Balance June 30, 2020

$68,885  

$25,658  

$25,488  

$2,229,358  

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-27


RSE ARCHIVE, LLC

Consolidated Statements of Members’ Equity / (Deficit)
Period from inception (January 3, 2019) to June 30, 2019 (unaudited)


 

Consolidated

Balance January 3, 2019

$- 

Distribution

- 

Membership Contributions

- 

Capital Contribution

- 

Capital Contribution for loss at Offering close

- 

Distribution to RSE Archive

- 

Distribution to Series

- 

Net Income / (Loss)

- 

Balance June 30, 2019

$- 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-28


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(1,459) 

$(964) 

$(715) 

$(840) 

$(786) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

2,849  

1,546  

915  

1,243  

1,769  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

(1,153) 

(484) 

(155) 

(323) 

(918) 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

(237) 

(100) 

(32) 

(67) 

(66) 

Income Tax Payable

 

 

 

 

 

Accounts Payable

 

 

(13) 

(13) 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

Due to the manager and other affiliates

 

 

 

 

 

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

 

 

 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

 

 

Cash beginning of period

1,450  

1,600  

300  

1,545  

1,095  

Cash end of period

$1,450  

$1,600  

$300  

$1,545  

$1,095  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-29


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(635) 

$(630) 

$(979) 

$(803) 

$(723) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

816  

780  

1,590  

1,294  

922  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

(169) 

(141) 

(507) 

(272) 

(165) 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

(12) 

(10) 

(105) 

(56) 

(34) 

Income Tax Payable

 

 

 

 

 

Accounts Payable

 

 

 

(13) 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

150  

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

 

 

 

 

 

Proceeds from Sale of Asset

 

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

 

Net cash used in investing activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

 

Due to the manager and other affiliates

 

 

 

 

 

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

 

 

 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

 

 

 

 

 

 

 

 

 

 

 

Net change in cash

 

 

 

150  

 

Cash beginning of period

1,495  

1,695  

1,250  

1,100  

1,200  

Cash end of period

$1,495  

$1,695  

$1,250  

$1,250  

$1,200  

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-30


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Series #APROAK

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(632) 

$(4,035) 

$(1,018) 

$5,735  

$(1,191) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

798  

2,339  

667  

261  

1,860  

(Gain) / Loss on sale of Asset

 

 

 

(8,950) 

 

Prepaid Insurance

(155) 

 

 

 

(669) 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

(12) 

1,696  

302  

(52) 

 

Income Tax Payable

 

 

 

3,005  

 

Accounts Payable

 

 

 

3,550  

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

(47) 

3,550  

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

 

 

(65) 

 

(72,500) 

Proceeds from Sale of Asset

 

 

 

40,000  

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

(38,595) 

 

Net cash used in investing activities

 

 

(65) 

1,405  

(72,500) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

 

 

 

 

73,688  

Due to the manager and other affiliates

 

 

65  

 

 

Due from the manager

 

 

 

(3,550) 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

63  

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

 

 

 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

 

 

65  

(3,550) 

73,750  

 

 

 

 

 

 

Net change in cash

 

 

(47) 

1,405  

1,250  

Cash beginning of period

1,750  

5,300  

1,050  

1,600  

 

Cash end of period

$1,750  

$5,300  

$1,003  

$3,005  

$1,250  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-31


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #88JORDAN

Series #BIRKINBOR

Series #33RUTH

Series #SPIDER1

Series #BATMAN3

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(686) 

$(853) 

$(1,048) 

$(460) 

$(648) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

511  

435  

414  

391  

390  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

175  

418  

634  

69  

258  

Income Tax Payable

 

 

 

 

 

Accounts Payable

 

 

 

 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

(20,000) 

(50,000) 

(74,000) 

(20,000) 

(75,000) 

Proceeds from Sale of Asset

 

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

 

Net cash used in investing activities

(20,000) 

(50,000) 

(74,000) 

(20,000) 

(75,000) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

21,050  

51,250  

75,050  

21,050  

76,050  

Due to the manager and other affiliates

 

 

 

 

 

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

(47) 

(47) 

(47) 

(47) 

(47) 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

21,003  

51,203  

75,003  

21,003  

76,003  

 

 

 

 

 

 

Net change in cash

1,003  

1,203  

1,003  

1,003  

1,003  

Cash beginning of period

 

 

 

 

 

Cash end of period

$1,003  

$1,203  

$1,003  

$1,003  

$1,003  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-32


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #ULYSSES

Series #ROOSEVELT

Series #56MANTLE

Series #AGHOWL

Series #98JORDAN

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(407) 

$(399) 

$(445) 

$(393) 

$35,153  

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

718  

639  

368  

612  

374  

(Gain) / Loss on sale of Asset

 

 

 

 

(44,935) 

Prepaid Insurance

(311) 

(240) 

 

(219) 

 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

 

 

77  

 

 

Income Tax Payable

 

 

 

 

9,408  

Accounts Payable

 

 

 

 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

(22,100) 

(17,200) 

(9,000) 

(15,600) 

(120,065) 

Proceeds from Sale of Asset

 

 

 

 

165,000  

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

(157,328) 

Net cash used in investing activities

(22,100) 

(17,200) 

(9,000) 

(15,600) 

(112,393) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

24,050  

17,797  

9,400  

17,500  

121,600  

Due to the manager and other affiliates

 

 

 

 

65  

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

650  

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

(197) 

 

(197) 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

24,050  

17,600  

10,050  

17,303  

121,665  

 

 

 

 

 

 

Net change in cash

1,950  

400  

1,050  

1,703  

9,272  

Cash beginning of period

 

 

 

 

 

Cash end of period

$1,950  

$400  

$1,050  

$1,703  

$9,272  

 

 

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-33


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #18ZION

Series #SNOOPY

Series #APOLLO11

Series #24RUTHBAT

Series #YOKO

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(340) 

$(354) 

$(318) 

$(2,328) 

$(177) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

465  

575  

595  

194  

353  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

(125) 

(221) 

(277) 

 

(176) 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

 

 

 

2,134  

 

Income Tax Payable

 

 

 

 

 

Accounts Payable

 

 

 

 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

(13,545) 

(24,000) 

(30,000) 

(250,006) 

(12,600) 

Proceeds from Sale of Asset

 

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

 

Net cash used in investing activities

(13,545) 

(24,000) 

(30,000) 

(250,006) 

(12,600) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

14,150  

24,745  

31,050  

250,538  

14,500  

Due to the manager and other affiliates

45  

 

 

 

 

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

55  

 

512  

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

 

 

(47) 

(150) 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

14,195  

24,800  

31,050  

251,009  

14,350  

 

 

 

 

 

 

Net change in cash

650  

800  

1,050  

1,003  

1,750  

Cash beginning of period

 

 

 

 

 

Cash end of period

$650  

$800  

$1,050  

$1,003  

$1,750  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

F-34


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #86JORDAN

Series #HULK1

Series #RUTHBALL1

Series #HIMALAYA

Series #38DIMAGGIO

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$32,927  

$(316) 

$(272) 

$(1,204) 

$(198) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

61  

126  

126  

116  

90  

(Gain) / Loss on sale of Asset

(41,948) 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

144  

190  

146  

1,088  

108  

Income Tax Payable

8,816  

 

 

 

 

Accounts Payable

 

 

 

 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

(38,052) 

(87,006) 

(27,006) 

(130,000) 

(20,006) 

Proceeds from Sale of Asset

80,000  

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

(71,649) 

 

 

 

 

Net cash used in investing activities

(29,701) 

(87,006) 

(27,006) 

(130,000) 

(20,006) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

38,500  

87,300  

27,700  

131,250  

20,600  

Due to the manager and other affiliates

52  

 

 

 

 

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

 

 

(47) 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

38,552  

87,306  

27,706  

131,203  

20,606  

 

 

 

 

 

 

Net change in cash

8,851  

300  

700  

1,203  

600  

Cash beginning of period

 

 

 

 

 

Cash end of period

$8,851  

$300  

$700  

$1,203  

$600  


See accompanying notes, which are an integral part of these financial statements.

F-35


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #55CLEMENTE

Series #LOTR

Series #CATCHER

Series #BOND1

Series #SUPER21

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss) / Income

$(285) 

$(137) 

$(97) 

$(164) 

$(58) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

90  

67  

67  

67  

47  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

 

 

 

 

 

Due to the Manager for Insurance

195  

70  

30  

97  

11  

Income Tax Payable

 

 

 

 

 

Accounts Payable

 

 

 

 

 

Accrual of Interest

 

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Repayment of investments in memorabilia upon Offering close

 

 

 

 

 

Investment in memorabilia

(36,006) 

(27,600) 

(11,600) 

(37,100) 

(7,023) 

Proceeds from Sale of Asset

 

 

 

 

 

Distribution of Gain on sale of assets to Shareholders

 

 

 

 

 

Net cash used in investing activities

(36,006) 

(27,600) 

(11,600) 

(37,100) 

(7,023) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

36,600  

28,200  

11,850  

37,600  

7,300  

Due to the manager and other affiliates

 

 

 

 

23  

Due from the manager

 

 

 

 

 

Distribution to Series

 

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Contribution by Manager for future operating expenses

 

 

 

 

 

Distribution to RSE Archive

 

(37) 

(37) 

(37) 

 

Proceeds from Loans

 

 

 

 

 

Repayment of  Loans

 

 

 

 

 

Net cash used in financing activities

36,606  

28,163  

11,813  

37,563  

7,323  

 

 

 

 

 

 

Net change in cash

600  

563  

213  

463  

300  

Cash beginning of period

 

 

 

 

 

Cash end of period

$600  

$563  

$213  

$463  

$300  


See accompanying notes, which are an integral part of these financial statements.

F-36


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)


 

Series #BATMAN1

Series #BIRKINTAN

Series #GMTBLACK1

Consolidated

Cash Flows from Operating Activities:

 

 

 

 

Net (Loss) / Income

$(192) 

$(62) 

$(166) 

$36,594  

Adjustments to Net cash used in operating activities

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

43  

20  

20  

33,996  

(Gain) / Loss on sale of Asset

 

 

 

(95,833) 

Prepaid Insurance

 

 

 

(6,938) 

Prepaid Storage

 

 

 

231  

Due to the Manager for Insurance

149  

42  

146  

8,107  

Income Tax Payable

 

 

 

21,229  

Accounts Payable

 

 

 

108,083  

Accrual of Interest

 

 

 

 

Net cash (used in) / provided by operating activities

 

 

 

105,469  

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

Deposits on memorabilia

 

 

 

104,089  

Repayment of investments in memorabilia upon Offering close

 

 

 

 

Investment in memorabilia

(68,577) 

(25,244) 

(25,030) 

(2,643,209) 

Proceeds from Sale of Asset

 

 

 

285,000  

Distribution of Gain on sale of assets to Shareholders

 

 

 

(267,572) 

Net cash used in investing activities

(68,577) 

(25,244) 

(25,030) 

(2,521,692) 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

Proceeds from sale of membership interests

69,100  

25,700  

25,700  

1,390,867  

Due to the manager and other affiliates

77  

244  

30  

1,174,499  

Due from the manager

 

 

 

(3,550) 

Distribution to Series

 

 

 

 

Contribution from Series to RSE Archive

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

1,280  

Contribution by Manager for future operating expenses

 

 

 

 

Distribution to RSE Archive

(66) 

 

(66) 

 

Proceeds from Loans

 

 

 

 

Repayment of  Loans

 

 

 

 

Net cash used in financing activities

69,111  

25,944  

25,664  

2,563,096  

 

 

 

 

 

Net change in cash

534  

700  

634  

146,873  

Cash beginning of period

 

 

 

24,459  

Cash end of period

$534  

$700  

$634  

$171,332  


See accompanying notes, which are an integral part of these financial statements.

F-37


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Six Months Ended June 30, 2020 (unaudited)



See accompanying notes, which are an integral part of these financial statements.

F-38


RSE ARCHIVE, LLC

Consolidated Statements of Cash Flows

Period from inception (January 3, 2019) to June 30, 2019 (unaudited)


 

 

 

 

 

 

Consolidated

Cash Flows from Operating Activities:

 

Net (Loss) / Income

$ 

Adjustments to Net cash used in operating activities

 

Expenses Paid by Manager and Contributed to the Company / Series

 

(Gain) / Loss on sale of Asset

 

Prepaid Insurance

 

Prepaid Storage

 

Due to the Manager for Insurance

 

Income Tax Payable

 

Accounts Payable

 

Accrual of Interest

 

Net cash (used in) / provided by operating activities

 

 

 

Cash flow from investing activities:

 

Deposits on memorabilia

 

Repayment of investments in memorabilia upon Offering close

 

Investment in memorabilia

(130,000) 

Proceeds from Sale of Asset

 

Distribution of Gain on sale of assets to Shareholders

 

Net cash used in investing activities

(130,000) 

 

 

Cash flow from financing activities:

 

Proceeds from sale of membership interests

 

Due to the manager and other affiliates

150,000  

Distribution to Series

 

Contribution from Series to RSE Archive

 

Contribution related to Offering Closings and Asset Sales

 

Contribution by Manager for future operating expenses

 

Distribution to RSE Archive

 

Proceeds from Loans

 

Repayment of  Loans

 

Net cash used in financing activities

150,000  

 

 

Net change in cash

20,000  

Cash beginning of period

 

Cash end of period

$20,000  

 

 


See accompanying notes, which are an integral part of these financial statements.

F-38


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

RSE Archive, LLC (the “Company,”  “RSE Archive,” “we,” “us,” or “our”) is a Delaware series limited liability company formed on January 3, 2019.  RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company’s core business is the identification, acquisition, marketing and management of a collection of collectible memorabilia, collectively referred to as “Memorabilia Assets” or the “Asset Class,” for the benefit of the investors. The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series”). The Series assets referenced below may be referred to herein, collectively, as the “Underlying Assets”, and each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. The interests of all Series may collectively be referred to herein as the “Interests” and a purchaser of Interests in any Series (an “Investor” or “Interest Holder”) will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

 

The Asset Manager is a Delaware corporation formed on April 28, 2016. The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.

 

The Company intends to sell Interests in a number of separate individual Series of the Company collectively referred to herein as the “Offerings.” Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing (the “Closing”) of an Offering related to that particular Series are a single Underlying Asset (plus any cash reserves for future operating expenses (the “Operating Expenses,” as described in Note B(5)), as well as certain liabilities related to expenses pre-paid by the Asset Manager.

 

All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

 

OPERATING AGREEMENT

 

General:

In accordance with the Operating Agreement each Interest Holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

 

Operating Expenses:

After the Closing of an Offering, each Series is responsible for its own Operating Expenses (as described in Note B(5)). Prior to the Closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-Closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (the “Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new Investors, and may include the Manager or its affiliates or the Asset Manager.

 

Fees:

Sourcing Fee: The Manager expects to receive a fee at the Closing of each successful Offering for its services of sourcing the Underlying Asset (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.


F-39


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

Brokerage Fee: For all Series qualified up to the date of this filing the broker of record (the “BOR”) received a fee (the “Brokerage Fee”) of 0.75% of the cash from Offering for facilitating the sale of securities.

 

Custody Fee: In respect to current Offerings, the custodian of Interests (the “Custodian”), holding custody of the securities upon issuance, will receive a fee of 0.75% on Interests sold in an Offering (the “Custody Fee”).

 

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of Free Cash Flow (as described in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.

 

In the case that Free Cash Flow (as described in Note F) is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

 

Other:

The Manager is responsible for covering its own expenses.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.

 

On a total consolidated basis, the Company generated a net loss of $8,041 for the year ended December 31, 2019. On a total consolidated basis, the Company had generated net income of $36,594 for the six months ended June 30, 2020.  On a total consolidated basis, the Company has negative working capital of $1,708,323 and $553,897 as of June 30, 2020 and December 31, 2019, respectively, and an accumulated deficit of $45,207 and $8,041 as of June 30, 2020 and December 31, 2019.  Additionally, each listed Series for which an Underlying Asset was owned as of June 30, 2020 and as of December 31, 2019 has incurred net losses since their respective dates of acquisition and have an accumulated deficit as of June 30, 2020 and as of December 31, 2019.

 

All of the liabilities on the balance sheet as of June 30, 2020 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future Offerings for the various Series of Interests. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due, including the obligations of each listed Series.  These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

 

Through June 30, 2020 and December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets.  Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses (as described in Note B(5)) including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. The New York City showroom has been closed since March 2020 due to the COVID-19 pandemic but is expected to reopen in the fourth quarter 2020. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of June 30, 2020.

 

At June 30, 2020 vs. December 31, 2019, the Company and the Series for which Closings had occurred, had the following cash balances:


F-40


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Cash Balance

Applicable Series

Asset

6/30/2020

12/31/2019

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$1,450 

$1,450 

Series #71MAYS

1971 Willie Mays Jersey

1,600 

1,600 

Series #RLEXPEPSI

Rolex GMT Master II

300 

300 

Series #10COBB

1910 Ty Cobb Card

1,545 

1,545 

Series #POTTER

1997 First Edition Harry Potter

1,095 

1,095 

Series #TWOCITIES

First Edition A Tale of Two Cities

1,495 

1,495 

Series #FROST

First Edition A Boy's Will

1,695 

1,695 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

1,250 

1,250 

Series #SMURF

Rolex Submariner "Smurf"

1,250 

1,100 

Series #70RLEX

1970 Rolex Beta 21

1,200 

1,200 

Series #EINSTEIN

First Edition of Philosopher-Scientist

1,750 

1,750 

Series #HONUS

1909-11 Honus Wagner Card

5,300 

5,300 

Series #75ALI

1975 Muhammad Ali Boots

1,003 

1,050 

Series #71ALI

1971 “Fight of the Century” Contract

3,005 

1,600 

Series #APROAK

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

1,250 

- 

Series #88JORDAN

1988 Michael Jordan Nike Air Jordan III Sneakers

1,003 

- 

Series #BIRKINBOR

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

1,203 

- 

Series #33RUTH

1933 Goudey #144 Babe Ruth Card

1,003 

- 

Series #SPIDER1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

1,003 

- 

Series #BATMAN3

1940 D.C. Comics Batman #3 CGC NM 9.4

1,003 

- 

Series #ULYSSES

1935 First Edition Ulysses

1,950 

- 

Series #ROOSEVELT

First Edition African Game Trails

400 

- 

Series #56MANTLE

1956 Topps #135 Mickey Mantle Card

1,050 

- 

Series #AGHOWL

First Edition Howl and Other Poems

1,703 

- 

Series #98JORDAN

1998 Michael Jordan Jersey

9,272 

- 

Series #18ZION

2018 Zion Williamson Adidas James Harden Sneakers

650 

- 

Series #SNOOPY

2015 Omega Speedmaster Moonwatch

800 

- 

Series #APOLLO11

Apollo 11  Crew-Signed New York Times Cover

1,050 

- 

Series #24RUTHBAT

1924 George "Babe" Ruth Professional Model Bat

1,003 

- 

Series #YOKO

First Edition Grapefruit

1,750 

- 

Series #86JORDAN

1986 Fleer #57 Michael Jordan Card

8,851 

- 

Series #HULK1

1962 The Incredible Hulk #1 CGC VF 8.0

300 

- 

Series #RUTHBALL1

1934-39 Official American League Babe Ruth Single Signed Baseball

700 

- 

Series #HIMALAYA

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile

1,203 

- 

Series #38DIMAGGIO

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

600 

- 

Series #55CLEMENTE

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

600 

- 

Series #LOTR

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

563 

- 

Series #CATCHER

1951 First Edition, First Issue The Catcher in the Rye

213 

- 

Series #BOND1

1953 First Edition, First Issue Casino Royale

463 

- 

Series #SUPER21

1943 Superman #21 CGC VF/NM 9.0 comic book

300 

- 

Series #BATMAN1

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

534 

- 

Series #BIRKINTAN

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

700 

- 

Series #GMTBLACK1

Series Rolex GMT-Master ref. 16758

634 

- 

Total Series Cash Balance

$65,692 

$22,430 

RSE Archive

 

105,640 

2,029 

Total Cash Balance

 

$171,332 

$24,459 

 

 

 

 

Note: Only includes Series for which an Offering has closed. RSE Archive cash balance represents loans or capital contributions to be used for future payment of operating expenses.


F-41


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

The cash on the books of RSE Archive is reserved to funding future pre-Closing Operating Expenses (as described in Note B(5)) or acquisition expenses (the “Acquisition Expenses,” (as described in Note B(6)), as the case may be. The cash on the books of each Series is reserved for funding of post-Closing Operating Expenses; during the six-month period ended June 30, 2020, the Manager paid for certain but not all Operating Expenses related to any of the Series that have had closed Offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $33,996 during the six-month period ended June 30, 2020. The Company had no Operating Expenses during the period ended June 30, 2019.

 

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future Offerings may be used to create reserves for future Operating Expenses (as described in Note B(5)) for individual Series, as has been the case for the majority of the Series for which Closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future Operating Expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.   

 

INITIAL OFFERINGS

 

The Company has completed several initial Offerings since its inception in 2019 and plans to continue to increase the number of initial Offerings going forward. The table below outlines all Offerings for which a Closing has occurred as of June 30, 2020. All Series, for which a Closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities. The Company had no Closings during the period from inception (January 3, 2019) to June 30, 2019.


F-42


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Series Interest

Series Name

Underlying Asset

Offering Size

Launch Date

Closing Date

Series #52MANTLE Interests

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$132,000

10/18/2019

10/25/2019

Series #71MAYS Interests

Series #71MAYS

1971 Willie Mays Jersey

$57,000

10/25/2019

10/31/2019

Series #RLEXPEPSI Interests

Series #RLEXPEPSI

Rolex GMT Master II 126710BLRO

$17,800

11/1/2019

11/6/2019

Series #10COBB Interests

Series #10COBB

1910 E98 Ty Cobb Card

$39,000

11/8/2019

11/14/2019

Series #POTTER Interests

Series #POTTER

1997 First Edition Harry Potter

$72,000

11/15/2019

11/21/2019

Series #TWOCITIES Interests

Series #TWOCITIES

First Edition A Tale of Two Cities

$14,500

11/15/2019

11/21/2019

Series #FROST Interests

Series #FROST

First Edition A Boy's Will

$13,500

11/15/2019

11/21/2019

Series #BIRKINBLEU Interests

Series #BIRKINBLEU

Bleu Saphir Lizard Hermès Birkin

$58,000

11/22/2019

11/27/2019

Series #SMURF Interests

Series #SMURF

Rolex Submariner Date "Smurf" Ref. 116619LB

$34,500

11/22/2019

11/27/2019

Series #70RLEX Interests

Series #70RLEX

1970 Rolex Ref. 5100 Beta 21

$20,000

11/27/2019

12/6/2019

Series #EINSTEIN Interests

Series #EINSTEIN

First Edition of Philosopher-Scientist

$14,500

12/6/2019

12/13/2019

Series #HONUS Interests

Series #HONUS

1909-1911 T206 Honus Wagner Card

$520,000

12/13/2019

12/26/2019

Series #75ALI Interests

Series #75ALI

1975 Muhammad Ali Boots worn in fight against Chuck Wepner

$46,000

12/20/2019

12/29/2019

Series #71ALI Interests

Series #71ALI

1971 “Fight of the Century” Contract

        $31,000

12/20/2019

12/30/2019

Series #APROAK Interests

Series #APROAK

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

$75,000

12/6/2019

1/2/2020

Series #88JORDAN Interests

Series #88JORDAN

1988 Michael Jordan Nike Air Jordan III Sneakers

$22,000

1/19/2020

1/27/2020

Series #BIRKINBOR Interests

Series #BIRKINBOR

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

$52,500

2/13/2020

2/20/2020

Series #33RUTH Interests

Series #33RUTH

1933 Goudey #144 Babe Ruth Card

$77,000

2/20/2020

2/26/2020

Series #SPIDER1 Interests

Series #SPIDER1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

$22,000

2/28/2020

3/4/2020

Series #BATMAN3 Interests

Series #BATMAN3

1940 D.C. Comics Batman #3 CGC NM 9.4

$78,000

2/28/2020

3/4/2020

Series #ROOSEVELT Interests

Series #ROOSEVELT

First Edition African Game Trails

$19,500

3/6/2020

3/10/2020

Series #ULYSSES Interests

Series #ULYSSES

1935 First Edition Ulysses

$25,500

3/6/2020

3/10/2020

Series #56MANTLE Interests

Series #56MANTLE

1956 Topps #135 Mickey Mantle Card

$10,000

1/3/2020

3/11/2020

Series #AGHOWL Interests

Series #AGHOWL

First Edition Howl and Other Poems

$19,000

3/6/2020

3/11/2020

Series #98JORDAN Interests

Series #98JORDAN

1998 Michael Jordan Jersey

$128,000

3/9/2020

3/22/2020

Series #18ZION Interests

Series #18ZION

2018 Zion Williamson Adidas James Harden Sneakers

$15,000

3/27/2020

4/2/2020

Series #SNOOPY Interests

Series #SNOOPY

2015 Omega Speedmaster Moonwatch

$25,500

4/2/2020

4/7/2020

Series #APOLLO11 Interests

Series #APOLLO11

Apollo 11  Crew-Signed New York Times Cover

$32,000

4/8/2020

4/19/2020

Series #24RUTHBAT Interests

Series #24RUTHBAT

1924 George "Babe" Ruth Professional Model Bat

$255,000

4/10/2020

5/3/2020

Series #YOKO Interests

Series #YOKO

First Edition Grapefruit

$16,000

4/29/2020

5/11/2020

Series #86JORDAN Interests

Series #86JORDAN

1986 Fleer #57 Michael Jordan Card

$40,000

5/6/2020

5/13/2020

Series #RUTHBALL1 Interests

Series #RUTHBALL1

1934-39 Official American League Babe Ruth Single Signed Baseball

$29,000

5/8/2020

5/24/2020

Series #HULK1 Interests

Series #HULK1

1962 The Incredible Hulk #1 CGC VF 8.0

$89,000

5/12/2020

5/24/2020


F-43


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


Series #HIMALAYA Interests

Series #HIMALAYA

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware

$140,000

5/19/2020

5/27/2020

Series #55CLEMENTE Interests

Series #55CLEMENTE

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

$38,000

5/28/2020

6/4/2020

Series #38DIMAGGIO Interests

Series #38DIMAGGIO

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

$22,000

5/28/2020

6/4/2020

Series #BOND1 Interests

Series #BOND1

1953 First Edition, First Issue Casino Royale

$39,000

6/4/2020

6/12/2020

Series #LOTR Interests

Series #LOTR

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

$29,000

6/4/2020

6/12/2020

Series #CATCHER Interests

Series #CATCHER

1951 First Edition, First Issue The Catcher in the Rye

$12,500

6/4/2020

6/12/2020

Series #SUPER21 Interests

Series #SUPER21

1943 Superman #21 CGC VF/NM 9.0 comic book

$8,500

5/7/2020

6/17/2020

Series #BATMAN1 Interests

Series #BATMAN1

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

$71,000

6/11/2020

6/18/2020

Series #GMTBLACK1 Interests

Series #GMTBLACK1

Rolex 18k Yellow Gold GMT-Master ref. 16758

$28,000

6/17/2020

6/25/2020

Series #BIRKINTAN Interests

Series #BIRKINTAN

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

$28,000

6/17/2020

6/25/2020

Total at 6/30/2020

43 Series

 

$2,515,800

 

 


F-44


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

ASSET DISPOSITIONS

 

The Company received take-over offers for the Underlying Assets listed in the table below. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offers and has determined that it is in the interest of the Investors to sell the Underlying Asset. In certain instances, the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no Offering has yet occurred. In these instances, the anticipated Offering related to such Underlying Asset will be cancelled.

 

Series

Underlying Asset

Date of Sale Agreement

Total Sale Price

Total Initial Offering Price
/ Per Interest

Total Distribution to Interest Holders
/ Per Interests

Commentary

#71ALI

1971 “Fight of the Century” Contract

02/07/2020

$40,000

$31,000 / $15.50

$38,595/ $19.29

$40,000 acquisition offer for 1971 “Fight of the Century” Contract accepted on 02/07/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

#98JORDAN

1998 Michael Jordan Jersey

05/11/2020

$165,000

$128,000/ $64.00

$157,328 / $78.65

$165,000 acquisition offer for 1998 Michael Jordan Jersey accepted on 05/11/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

“#86JORDAN

1986 Fleer #57 Michael Jordan Card

06/01/2020

$80,000

$40,000/ $40.00

$71,649 / $71.64

$80,000 acquisition offer for 1986 Fleer #57 Michael Jordan Card accepted on 06/01/2020 with subsequent cash distribution to the Investors and dissolution of the Series upon payment of currently outstanding tax liabilities.

 

Note: Total Distribution to Interest Holders includes cash on balance sheet of Series and is net of corporate level taxes on gain on sale.

 

Sale of the 1971 “Fight of the Century” Contract:

 

The Company received an acquisition offer for the Underlying Asset of Series #71ALI, the 1971 “Fight of the Century” Contract for $40,000 vs. the initial purchase price of $27,500 for a gain on sale of $8,950 net of $0 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on February 7, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #71ALI had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.

 

The transaction resulted in estimated corporate level taxes on the gain on sale of $3,005, net of $55 of net-loss-carryforward, for the which the Series has retained funds on its balance sheet. In addition, the Series will remit  $3,550 of sales taxes to the state of New York.


F-44


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Total distribution to Interest Holders including cash, but net of corporate level taxes were $38,595 or $19.29 per Interest vs. the initial Offering price of $31,000 or $15.50 per Interest.

 

Series #71ALI will be dissolved upon payment of all current corporate tax liabilities of $3,005 and remittance of sales tax of $3,550.

 

Sale of the 1998 Michael Jordan Jersey:

 

The Company received an acquisition offer for the Underlying Asset of Series #98JORDAN, the 1998 Michael Jordan Jersey for $165,000 vs. the initial purchase price of $120,000 for a gain on sale of $44,935, net of $65 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on May 11, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #98JORDAN had $1,600 of cash and $0 of pre-paid insurance on the balance sheet.

 

The transaction resulted in estimated corporate level taxes on the gain on sale of $9,408, net of $0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.

 

Total distribution to Interest Holders including cash, but net of corporate level taxes were $157,328 or $78.65 per Interest vs the initial Offering price of $128,000 or $64.00 per Interest.

 

Series #98JORDAN will be dissolved upon payment of all current tax liabilities of $9,408.

 

Sale of the 1986 Fleer #57 Michael Jordan Card:

 

The Company received an acquisition offer for the Underlying Asset of Series #86JORDAN, 1986 Fleer #57 Michael Jordan Card for $80,000 vs. the initial purchase price of $38,000 for a gain on sale of $41,948, net of $52 of capitalized Acquisition Expenses (as described in Note B(6)). The Company accepted the acquisition offer on June 1, 2020 and distributed cash to Interest Holders. At the time of the sale, Series #86JORDAN had $500 of cash and $144 of insurance payable on the balance sheet.

 

The transaction resulted in estimated corporate level taxes on the gain on sale of 8,816, net of 0 of net-loss-carryforward, for which the Series has retained funds on its balance sheet.

 

Total distribution to Interest Holders including cash, but net of corporate level taxes were $71,649 or $71.64 per Interest vs the initial Offering price of $40,000 or $40.00 per Interest.

 

Series #86JORDAN will be dissolved upon payment of all currently tax liabilities of $8,816.


F-46


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

1.Basis of Presentation 

 

The accompanying interim financial statements have been prepared in accordance with the instructions to Form 1-SA and in conformity with generally accepted accounting principles in the United States of America (“US GAAP” or “GAAP”) applicable to interim financial information. Accordingly, the information presented in the interim financial statements does not include all information and disclosures necessary for a fair presentation of RSE Archive, LLC’s financial position, results of operations and cash flows in conformity with GAAP for annual financial statements. In the opinion of management, these financial statements reflect all adjustments consisting of normal recurring accruals, necessary for a fair statement of financial position, results of operations and cash flows for such periods. The results of operations for any interim period are not necessarily indicative of the results for the full year. These financial statements should be read in conjunction with the financial statements and notes thereto contained in RSE Archive, LLC’s Form 1-K and 1-K/A for the fiscal year ended December 31, 2019.

 

All Offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s Offering Circular (as amended). Separate financial statements are presented for each such Series.

 

2.Use of Estimates: 

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events.  Accordingly, the actual results could differ significantly from our estimates.

 

3.Cash and Cash Equivalents: 

 

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

 

4.Offering Expenses: 

 

Offering expenses (the “Offering Expenses”) related to the Offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed Offering and will generally be charged to members' equity upon the completion of the proposed Offering. Offering Expenses that are incurred prior to the Closing of an Offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the Offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for Offering Expenses incurred with respect to the Offerings for all Series that have had a Closing as of the date of the financial statements and potentially other future Offerings.


F-47


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

In addition to the discrete Offering Expenses related to a particular Series’ Offering, the Manager has also incurred legal, accounting, user compliance expenses and other Offering related expenses during the six-month period ended June 30, 2020 and 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of Offerings. The Manager treats these expenses as Operating Expenses (as described in Note B(5)) related to the Manager’s business and will not be reimbursed for these through any activities or Offerings related to the Company or any of the Series.

 

5.Operating Expenses: 

 

Operating Expenses (as described below) related to a particular Underlying Asset include storage, insurance, transportation (other than the initial transportation from the Underlying Asset’s location to the Manager’s storage facility prior to the Offering, which is treated as an Acquisition Expense, (as described in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other Underlying Asset specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses.”  We distinguish between pre-Closing and post-Closing Operating Expenses. Operating Expenses are expensed as incurred.

 

Except as disclosed with respect to any future Offering, expenses of this nature that are incurred prior to the Closing of an Offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $33,996 for the six-month period ended June 30, 2020. The Company incurred no Operating Expenses during the period from inception (January 3, 2019) to June 30, 2019.

 

During the six-month period ended June 30, 2020, RSE Archive incurred pre-Closing Operating Expenses and the following Series had closed Offerings and incurred post-Closing Operating Expenses per the table as follows:


F-48


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Operating Expenses

Applicable Series

Asset

6/30/2020

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$1,459 

Series #71MAYS

1971 Willie Mays Jersey

964 

Series #RLEXPEPSI

Rolex GMT Master II

715 

Series #10COBB

1910 Ty Cobb Card

840 

Series #POTTER

1997 First Edition Harry Potter

786 

Series #TWOCITIES

First Edition A Tale of Two Cities

635 

Series #FROST

First Edition A Boy's Will

630 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

979 

Series #SMURF

Rolex Submariner "Smurf"

803 

Series #70RLEX

1970 Rolex Beta 21

723 

Series #EINSTEIN

First Edition of Philosopher-Scientist

632 

Series #HONUS

1909-11 Honus Wagner Card

4,035 

Series #75ALI

1975 Muhammad Ali Boots

1,018 

Series #71ALI

1971 “Fight of the Century” Contract

210 

Series #APROAK

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

1,191 

Series #88JORDAN

1988 Michael Jordan Nike Air Jordan III Sneakers

686 

Series #BIRKINBOR

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

853 

Series #33RUTH

1933 Goudey #144 Babe Ruth Card

1,048 

Series #SPIDER1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

460 

Series #BATMAN3

1940 D.C. Comics Batman #3 CGC NM 9.4

648 

Series #ULYSSES

1935 First Edition Ulysses

407 

Series #ROOSEVELT

First Edition African Game Trails

399 

Series #56MANTLE

1956 Topps #135 Mickey Mantle Card

445 

Series #AGHOWL

First Edition Howl and Other Poems

393 

Series #98JORDAN

1998 Michael Jordan Jersey

374 

Series #18ZION

2018 Zion Williamson Adidas James Harden Sneakers

340 

Series #SNOOPY

2015 Omega Speedmaster Moonwatch

354 

Series #APOLLO11

Apollo 11  Crew-Signed New York Times Cover

318 

Series #24RUTHBAT

1924 George "Babe" Ruth Professional Model Bat

2,328 

Series #YOKO

First Edition Grapefruit

177 

Series #86JORDAN

1986 Fleer #57 Michael Jordan Card

205 

Series #HULK1

1962 The Incredible Hulk #1 CGC VF 8.0

316 

Series #RUTHBALL1

1934-39 Official American League Babe Ruth Single Signed Baseball

272 

Series #HIMALAYA

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware

1,204 

Series #38DIMAGGIO

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

198 

Series #55CLEMENTE

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

285 

Series #LOTR

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

137 

Series #CATCHER

1951 First Edition, First Issue The Catcher in the Rye

97 

Series #BOND1

1953 First Edition, First Issue Casino Royale

164 

Series #SUPER21

1943 Superman #21 CGC VF/NM 9.0 comic book

58 

Series #BATMAN1

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

192 

Series #BIRKINTAN

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

62 

Series #GMTBLACK1

Series Rolex GMT-Master ref. 16758

166 

RSE Archive

 

9,744 

Total Operating Expenses

$37,950 


F-49


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Solely in the case of the Series with closed Offerings listed in the table above, the Manager has elected that certain, but not all of the post-Closing Operating Expenses of $28,205 for the six-month period ended June 30, 2020 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.

 

 

6.Capital Assets: 

 

Underlying Assets are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and “Acquisition Expenses”, which include transportation of the Underlying Asset to the Manager’s storage facility, pre-purchase inspection, pre-Offering refurbishment, and other costs detailed in the Manager’s allocation policy.

 

The Company treats Underlying Assets as collectible and therefore the Company will not depreciate or amortize the Underlying Assets going forward. The Underlying Assets are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The Underlying Assets are initially purchased by the Company, either prior to launching an Offering or through the exercising of a purchase option simultaneous with the Closing of an Offering for a particular Series. At Closing of an Offering for a Series of Interests the Underlying Assets, including capitalized Acquisition Expenses, are then transferred to the Series. Underlying Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the Offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a Closing, such as fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired Underlying Asset after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular Offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Archive” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the Offering.

 

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties has invested $3,937,681 in Underlying Assets since inception on January 3,2019. For the six-month period ended June 30, 2020, the total investment in Underlying Assets was $2,353,503.


F-50


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Of the $2,353,503 of investments during the six-month period ended June 30, 2020, $2,351,261 were related to the purchase price of, or down payments on Underlying Assets, excluding $185,500 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at June 30, 2020 to $3,929,739, since the inception of the Company on January 3, 2019.  

 

Acquisition Expenses related to a particular Series, that are incurred prior to the Closing of an Offering, are initially funded by the Manager but will be reimbursed with the proceeds from an Offering related to such Series, to the extent described in the applicable Offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation costs to transport the Underlying Asset from the Asset Seller to the Company’s facility, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses are capitalized into the cost of the Underlying Asset as per the table below. Should a proposed Offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.

 

For the six-month period ended June 30, 2020, $2,242 of Acquisition Expenses related to the transportation, inspection, repair of Underlying Assets and other acquisition related expenses were incurred, excluding $117 related to Underlying Assets sold. he total investment in Underlying Assets as of June 30, 2020 is as follows, excluding the total investments of any Series for which the Underlying Assets have been sold:


F-51


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


Note B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

As of 6/30/2020

Capitalized Costs

 Applicable Series  

 

 Asset  

 Purchase Price / Down payment  

 Transpor-tation  

 Authen-tication  

 Other  

 Total  

#52MANTLE

(1)

1952 Topps #311 Mickey Mantle Card

$ 125,000   

$ -   

$ -   

$ -   

$ 125,000   

#71MAYS

(1)

1971 Willie Mays Jersey

52,500   

-   

-   

-   

52,500   

#RLEXPEPSI

(1)

Rolex GMT Master II

16,800   

-   

-   

-   

16,800   

#10COBB

(1)

1910 Ty Cobb Card

35,000   

-   

-   

-   

35,000   

#POTTER

(1)

1997 First Edition Harry Potter

65,000   

-   

100   

5,000   

70,100   

#TWOCITIES

(1)

First Edition A Tale of Two Cities

12,000   

-   

100   

-   

12,100   

#FROST

(1)

First Edition A Boy's Will

10,000   

-   

100   

-   

10,100   

#BIRKINBLU

(1)

Bleu Saphir Lizard Hermès Birkin

55,500   

-   

-   

-   

55,500   

#SMURF

(1)

Rolex Submariner "Smurf"

29,500   

-   

-   

-   

29,500   

#70RLEX

(1)

1970 Rolex Beta 21

17,900   

-   

-   

-   

17,900   

#EINSTEIN

(1)

First Edition of Philosopher-Scientist

11,000   

-   

100   

-   

11,100   

#HONUS

(1)

1909-11 Honus Wagner Card

500,028   

-   

-   

-   

500,028   

#75ALI

(1)

1975 Muhammad Ali Boots

44,000   

65   

-   

-   

44,065   

#APROAK

(1)

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

72,500   

-   

-   

-   

72,500   

#88JORDAN

(1)

1988 Michael Jordan Nike Air Jordan III Sneakers

20,000   

-   

-   

-   

20,000   

#BIRKINBOR

(1)

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

50,000   

-   

-   

-   

50,000   

#33RUTH

(1)

1933 Goudey #144 Babe Ruth Card

74,000   

-   

-   

-   

74,000   

#SPIDER1

(1)

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

20,000   

-   

-   

-   

20,000   

#BATMAN3

(1)

1940 D.C. Comics Batman #3 CGC NM 9.4

75,000   

-   

-   

-   

75,000   

#ULYSSES

(1)

1935 First Edition Ulysses

22,000   

-   

100   

-   

22,100   

#ROOSEVELT

(1)

First Edition African Game Trails

17,000   

-   

200   

-   

17,200   

#56MANTLE

(1)

1956 Topps #135 Mickey Mantle Card

9,000   

-   

-   

-   

9,000   

#AGHOWL

(1)

First Edition Howl and Other Poems

15,500   

-   

100   

-   

15,600   

#18ZION

(1)

2018 Zion Williamson Adidas James Harden Sneakers

13,500   

45   

-   

-   

13,545   

#SNOOPY

(1)

2015 Omega Speedmaster Moonwatch

24,000   

-   

-   

-   

24,000   

#APOLLO11

(1)

Apollo 11  Crew-Signed New York Times Cover

30,000   

-   

-   

-   

30,000   

#24RUTHBAT

(1)

1924 George "Babe" Ruth Professional Model Bat

250,000   

6   

-   

-   

250,006   

#YOKO

(1)

First Edition Grapefruit

12,500   

-   

100   

-   

12,600   

#HULK1

(1)

1962 The Incredible Hulk #1 CGC VF 8.0

87,000   

6   

-   

-   

87,006   

#RUTHBALL1

(1)

1934-39 Official American League Babe Ruth Single Signed Baseball

27,000   

6   

-   

-   

27,006   

#HIMALAYA

(1)

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile with Palladium Hardware

130,000   

-   

-   

-   

130,000   

#38DIMAGGIO

(1)

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

20,000   

6   

-   

-   

20,006   

#55CLEMENTE

(1)

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

36,000   

6   

-   

-   

36,006   

#LOTR

(1)

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

27,500   

-   

100   

-   

27,600   

#CATCHER

(1)

1951 First Edition, First Issue The Catcher in the Rye

11,500   

-   

100   

-   

11,600   


F-52


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


#BOND1

(1)

1953 First Edition, First Issue Casino Royale

37,000   

-   

100   

-   

37,100   

#SUPER21

(1)

1943 Superman #21 CGC VF/NM 9.0 comic book

7,000   

23   

-   

-   

7,023   

#BATMAN1

(1)

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

68,500   

77   

-   

-   

68,577   

#BIRKINTAN

(1)

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

25,000   

244   

-   

-   

25,244   

#GMTBLACK1

(1)

Series Rolex GMT-Master ref. 16758

25,000   

30   

-   

-   

25,030   

#61JFK

(2)

1961 inscribed copy of Inaugural Addresses of the Presidents of the United States

16,250   

-   

100   

-   

16,350   

#POKEMON1

(2)

1999 Pokemon First Edition PSA GEM MT 10 Complete Set

118,000   

-   

-   

-   

118,000   

#50JACKIE

(2)

1950 Bowman #22  Jackie Robinson Card

9,200   

-   

-   

-   

9,200   

#LINCOLN

(2)

1864 Signed, Vignetted Portrait of Abraham Lincoln

64,000   

-   

-   

-   

64,000   

#STARWARS1

(2)

1977 Star Wars #1 CGC VF/NM 9.0 comic book

10,000   

-   

-   

-   

10,000   

#TMNT1

(2)

1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book

59,000   

-   

-   

-   

59,000   

#68MAYS

(2)

1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat

-   

83   

-   

-   

83   

#CAPTAIN3

(2)

1941 Captain America Comics #3 CGC VG/FN 5.0 comic book

35,500   

23   

-   

-   

35,523   

#APEOD

(2)

Audemars Piguet Royal Oak Offshore "End of Days" Ref.25770SN.O.0001KE.01

28,000   

-   

-   

-   

28,000   

#AMZFNT15

(2)

1962 Amazing Fantasy #15 CGC VG+ 4.5

30,500   

6   

-   

-   

30,506   

#CHURCHILL

(2)

First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill

6,500   

-   

100   

-   

6,600   

#SHKSPR4

(2)

1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies

105,000   

-   

100   

-   

105,100   

#FANFOUR1

(2)

1961 Fantastic Four #1 CGC VF+ 8.5 comic book

100,000   

63   

-   

-   

100,063   

#ANMLFARM

(2)

First Edition, First printing of Animal Farm by George Orwell

8,700   

-   

100   

-   

8,800   

#SOBLACK

(2)

2010 Hermès 30cm Black Calf Box Leather “So Black” Birkin with PVD Hardware

50,000   

253   

-   

-   

50,253   

#85MARIO

(2)

1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+

140,000   

-   

-   

-   

140,000   

#TKAM

(2)

1960 Inscribed First Edition copy of To Kill a Mockingbird by Harper Lee

28,500   

-   

100   

-   

28,600   

#NEWTON

(2)

1687 First Edition, Continental Issue of Philosophiae Naturalis Principia Mathematica by Sir Isaac Newton

40,000   

-   

-   

-   

40,000   

#GATSBY

(2)

inscribed First Edition, First Issue copy of The Great Gatsby by F. Scott Fitzgerald

185,000   

-   

100   

-   

185,100   

#05LATOUR

(2)

One case of twelve (12) 75cl bottles of 2005 Château Latour

4,465   

-   

-   

-   

4,465   

#16SCREAG

(2)

Four cases of three (3) 75cl bottles of 2016 Screaming Eagle

19,166   

-   

-   

-   

19,166   

#16PETRUS

(2)

Two cases of six (6) 75cl bottles of 2016 Château Petrus

22,942   

-   

-   

-   

22,942   

#14DRC

(2)

One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti

27,588   

-   

-   

-   

27,588   

#DAREDEV1

(2)

1964 Daredevil #1 CGC VF/NM 9.0 comic book

9,500   

-   

-   

-   

9,500   

#BATMAN6

(2)

1941 Batman #6 CGC NM 9.4 comic book

23,500   

-   

-   

-   

23,500   

 


F-53


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


#FAUBOURG

(2)

2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware

115,000   

-   

-   

-   

115,000   

#ALICE

(2)

1866 First Edition, Second Issue copy of Alice’s Adventures in Wonderland by Lewis Carroll

9,200   

-   

100   

-   

9,300   

#SUPER14

(2)

1942 Superman #14 CGC NM 9.4 comic book

120,000   

-   

-   

-   

120,000   

#AVENGERS1

(2)

1963 Avengers #1 CGC NM + 9.6 comic book

250,000   

-   

-   

-   

250,000   

#DUNE

(2)

1965 Inscribed First Edition Copy of Frank Herbert’s Dune

10,500   

-   

100   

-   

10,600   

#03KOBE

(2)

2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card

11,000   

-   

-   

-   

11,000   

#62MANTLE

(2)

1962 Mickey Mantle Professional Model Bat Attributed to the 1962 World Series

33,000   

-   

-   

-   

33,000   

#86RICE

(2)

1986 Topps #161 Jerry Rice Rookie Card

20,000   

-   

-   

-   

20,000   

#94JETER

(2)

1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey

39,000   

-   

-   

-   

39,000   

Total

 

 

$ 3,929,739   

$ 942   

$ 2,000   

$ 5,000   

$ 3,937,681   

 

 

 

 

 

 

 

 

Annual Capitalized Cost Breakdown

 

 

 

 

 

Acquisition Expense 2019

 

$ 1,578,478   

$ -   

$ 700   

$ 5,000   

$ 1,584,178   

Acquisition Expense 1H 2020

 

$ 2,351,261   

$ 942   

$ 1,300   

$ -   

$ 2,353,503   

Grant Total

 

 

$ 3,929,739   

$ 942   

$ 2,000   

$ 5,000   

$ 3,937,681   

 

 

 

 

 

 

 

 

 

Note: Excludes $185,617 of capitalized acquisitions costs related to Underlying Assets sold.

(1)Offering for Series Interests closed at June 30, 2020 and Underlying Asset owned by applicable Series.  

(2)At June 30, 2020 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the Closing of the applicable Offering 


F-54


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

 

7.Members’ Equity: 

 

Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the period.

 

Capital contributions from the Manager are made to cover Operating Expenses for which the Manager has elected not to be reimbursed.

 

In the case of a Closing for which a deficiency of offering proceeds over the required cash outlays exists, , the Manager will make an additional capital contribution to the Series to cover any such deficiencies, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future Operating Expenses.

 

Members’ equity in Membership Contributions issued in a successful Closing of an Offering for a particular Series are calculated by taking the amount of membership Interests sold in an Offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular Offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the Offering are paid from the proceeds of any successfully closed Offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an Offering does not close. At June 30, 2020, the following Offerings for Series Interests had closed:   


F-55


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

 

Membership Contribution and Uses at Closing  

Applicable Series

Asset

Closing Date

Membership Interests

Brokerage Fee

Sourcing Fee

Custody Fee

Total

 

#52MANTLE

1952 Topps #311 Mickey Mantle Card

10/25/2019

$132,000 

$1,320 

$3,090 

$990 

$126,600 

 

#71MAYS

1971 Willie Mays Jersey

10/31/2019

57,000 

570 

1,830 

500 

54,100 

 

#RLEXPEPSI

Rolex GMT Master II

11/6/2019

17,800 

178 

22 

500 

17,100 

 

#10COBB

1910 Ty Cobb Card

11/14/2019

39,000 

390 

1,510 

500 

36,600 

 

#POTTER

1997 First Edition Harry Potter

11/21/2019

72,000 

720 

- 

540 

70,740 

 

#TWOCITIES

First Edition A Tale of Two Cities

11/21/2019

14,500 

145 

55 

500 

13,800 

 

#FROST

First Edition A Boy's Will

11/21/2019

13,500 

135 

865 

500 

12,000 

 

#BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

11/27/2019

58,000 

580 

170 

500 

56,750 

 

#SMURF

Rolex Submariner "Smurf"

11/27/2019

34,500 

345 

2,905 

500 

30,750 

 

#70RLEX

1970 Rolex Beta 21

12/9/2019

20,000 

200 

50 

500 

19,250 

 

#EINSTEIN

First Edition of Philosopher-Scientist

12/12/2019

14,500 

145 

855 

500 

13,000 

 

#HONUS

1909-11 Honus Wagner Card

12/26/2019

520,000 

5,200 

5,572 

3,900 

505,328 

 

#75ALI

1975 Muhammad Ali Boots

12/30/2019

46,000 

460 

- 

500 

45,040 

 

#71ALI

1971 “Fight of the Century” Contract

12/30/2019

31,000 

310 

1,090 

500 

29,100 

 

#APROAK

Audemars Piguet Royal Oak Jumbo A-Series Ref.5402

1/3/2020

75,000 

750 

- 

563 

73,687 

 

#88JORDAN

1988 Michael Jordan Nike Air Jordan III Sneakers

1/29/2020

22,000 

220 

230 

500 

21,050 

 

#BIRKINBOR

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile

2/20/2020

52,500 

525 

225 

500 

51,250 

 

#33RUTH

1933 Goudey #144 Babe Ruth Card

2/26/2020

77,000 

770 

602 

578 

75,050 

 

#SPIDER1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

3/4/2020

22,000 

220 

230 

500 

21,050 

 

#BATMAN3

1940 D.C. Comics Batman #3 CGC NM 9.4

3/4/2020

78,000 

780 

585 

585 

76,050 

 

#ULYSSES

1935 First Edition Ulysses

3/10/2020

25,500 

255 

695 

500 

24,050 

 

#ROOSEVELT

First Edition African Game Trails

3/10/2020

19,500 

195 

1,008 

500 

17,797 

 

#56MANTLE

1956 Topps #135 Mickey Mantle Card

3/11/2020

10,000 

100 

- 

500 

9,400 

 

#AGHOWL

First Edition Howl and Other Poems

3/11/2020

19,000 

190 

810 

500 

17,500 

 

#98JORDAN

1998 Michael Jordan Jersey

3/22/2020

128,000 

1,280 

4,160 

960 

121,600 

 

#18ZION

2018 Zion Williamson Adidas James Harden Sneakers

4/2/2020

15,000 

150 

200 

500 

14,150 

 

#SNOOPY

2015 Omega Speedmaster Moonwatch

4/7/2020

25,500 

255 

- 

500 

24,745 

 

#APOLLO11

Apollo 11  Crew-Signed New York Times Cover

4/19/2020

32,000 

320 

130 

500 

31,050 

 

#24RUTHBAT

1924 George "Babe" Ruth Professional Model Bat

5/3/2020

255,000 

2,550 

- 

1,912 

250,538 

 

#YOKO

First Edition Grapefruit

5/11/2020

 

 

16,000 

160 

840 

500 

14,500 

 


F-56


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


#86JORDAN

1986 Fleer #57 Michael Jordan Card

5/13/2020

40,000 

400 

600 

500 

38,500 

 

#HULK1

1962 The Incredible Hulk #1 CGC VF 8.0

5/24/2020

89,000 

890 

142 

668 

87,301 

 

#RUTHBALL1

1934-39 American League Babe Ruth Single Signed Baseball

5/24/2020

29,000 

290 

510 

500 

27,700 

 

#HIMALAYA

2014 Hermès 30cm Birkin Blanc Himalaya Matte Niloticus Crocodile

5/27/2020

140,000 

1,400 

6,300 

1,050 

131,250 

 

#38DIMAGGIO

1938 Goudey #274 Joe DiMaggio NM-MT 8 Baseball Card

6/4/2020

22,000 

220 

680 

500 

20,600 

 

#55CLEMENTE

1955 Topps #164 Roberto Clemente NM-MT 8 Baseball Card

6/4/2020

38,000 

380 

520 

500 

36,600 

 

#LOTR

1954-1955 First Edition, First Issue The Lord of the Rings Trilogy

6/11/2020

29,000 

290 

10 

500 

28,200 

 

#CATCHER

1951 First Edition, First Issue The Catcher in the Rye

6/11/2020

12,500 

125 

25 

500 

11,850 

 

#BOND1

1953 First Edition, First Issue Casino Royale

6/11/2020

39,000 

390 

510 

500 

37,600 

 

#SUPER21

1943 Superman #21 CGC VF/NM 9.0 comic book

6/17/2020

8,500 

85 

615 

500 

7,300 

 

#BATMAN1

1940 D.C. Comics Batman #1 CGC FR/GD 1.5

6/18/2020

71,000 

710 

658 

532 

69,101 

 

#BIRKINTAN

2015 Hermès 30cm Birkin Tangerine Ostrich with Palladium Hardware

6/25/2020

28,000 

280 

1,520 

500 

25,700 

 

#GMTBLACK1

Series Rolex GMT-Master ref. 16758

6/25/2020

28,000 

280 

1,520 

500 

25,700 

 

Total

 

 

$2,515,800 

$25,158 

$41,339 

$28,278 

$2,421,025 

 

 

 

 

 

 

 

 

 

 

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at Closing of Offering for respective Series.


F-57


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

8.Income taxes: 

 

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986.  Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.  

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of June 30, 2020.

 

RSE Archive, LLC, as the master Series of the Company and RSE Archive Manager, LLC, the Manager of the Company, intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.

 

9.Earnings (loss) / income per membership Interest: 

 

Upon completion of an Offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership Interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.


F-58


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements



F-58


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE C - RELATED PARTY TRANSACTIONS

 

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the Offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the Investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each Investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.

 

Officer and Affiliate Loans

From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of Underlying Assets prior to the Closing of a Series’ Offering.  It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the Offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the BOR and the Custodian and their respective affiliates, from the proceeds of a closed Offering, the Underlying Asset would then transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another Underlying Assets.

 

As of June 30, 2020, and December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.


F-59


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE D –DEBT

 

 

 

On December 20, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into the DM with Upper90 with an initial borrowing capacity of $2.25 million. On May 15, 2020, the DM was expanded to a borrowing capacity of $3.25 million. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM.

 

Of the outstanding borrowings, $1,590,850 were related to Underlying Assets and the remainder to were held in cash or related to the assets of the affiliate of the Asset Manager. The table below outlines the debt balance at June 30, 2020 vs. December 31, 2019:

 

Debt Outstanding Upper90 Demand Note

At 12/31/2019

$1,560,000 

At 6/30/2020

$3,250,000 


F-59


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

Overview of Revenues

As of June 30, 2020 , we have not yet generated any revenues directly attributable to the Company or any Series to date. In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise. The New York City showroom has been closed since March 2020 due to COVID-19, but is planned to reopen in the fourth quarter 2020. In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

 

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular Underlying Asset and Operating Expenses related to the management of such Underlying Assets.

 

Fees and expenses related to the purchase of an Underlying Asset include Offering Expenses, Acquisition Expenses, Brokerage Fee, Custody Fee and Sourcing Fee.

 

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the Closing of an Offering and those incurred after the Closing of an Offering. Although these pre- and post- Closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-Closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-Closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

 

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the Underlying Assets or the number of Underlying Assets, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.


F-61


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

Allocation Methodology or Description by Category

·Revenue: Revenues from the anticipated commercialization of the Underlying Assets will be allocated amongst the Series whose Underlying Assets are part of the commercialization events, based on the value of the Underlying Asset. No revenues attributable directly to the Company or any Series have been generated during the six-month period ended June 30, 2020.  

·Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the Closing of an Offering. Offering Expenses are charged to a specific Series. 

·Acquisition Expenses: Acquisition Expenses (as described in Note B(6)) are typically funded by the Manager, and reimbursed from the Series proceeds upon the Closing of an Offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the Closing, but incurred after the Closing of an Offering, for example transportation fees, in which case, additional cash from the proceeds of the Offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the Closing of the Offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon Closing of the Offering for the Series Interests.  

·Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an Offering (as described in Note B(7)) and is charged to the specific Series. Losses incurred related to closed Offerings, due to shortfalls between proceeds from closed Offerings and costs incurred in relation to these Offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).  

·Brokerage Fee: The Brokerage Fee is paid to the BOR from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.  

·Custody Fee: The Custody Fee is paid to the Custodian from the Series proceeds upon the Closing of an Offering (as described in Note B(7)) and is charged to the specific Series.  

·Operating Expenses: Operating Expenses (as described in Note B(5)) are expensed as incurred: 

oPre-Closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.  

oPost-Closing Operating Expenses are the responsibility of each individual Series.  

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:  

§Insurance: based on the premium rate allocated by value of the Underlying Assets 

§Storage: based on the number of Underlying Assets 


F-61


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE F – FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

 

Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

 

i)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations. 

ii)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series. 

iii)Thereafter, at least 50% of Free Cash Flow (as described below) (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to Interest Holders of a particular Series. 

iv)The Manager may receive up to 50% of Free Cash Flow (as described below) in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series. 

 

Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

 

As of June 30, 2020, and December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series. The Company did make distributions to Interest Holders related to sale of Underlying Assets as described in “Asset Dispositions” in “Note A - Description Of Organization and Business Operations.”

 

NOTE G - INCOME TAX

 

As of June 30, 2020, each individual Series has elected to be treated as a corporation for tax purposes. RSE Archive and RSE Archive Manager have elected to be treated as partnerships.

 

No provision for income taxes for the six-month period ended June 30, 2020 has been recorded for any individual Series as all individual Series incurred net losses, except as disclosed below for the 3 Series that were sold. Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized.  The Company’s net deferred tax assets at June 30, 2020 are fully offset by a valuation allowance (other than for Series #71ALI, Series #98JORDAN and Series #86JORDAN), and therefore, no tax benefit applicable to the loss for each individual Series for the six-month period ended June 30, 2020 has been recognized. Losses incurred after January 1, 2018 do not expire for federal income tax purposes.

 

Series #71ALI, Series #98JORDAN and Series #86JORDAN have sold their primary operating asset during the six-month period ended June 30, 2020. As a result, the Company has recorded a provision for income taxes using an effective tax rate as shown below:

 

Provision for income taxes

Series #

 

#71ALI

#98JORDAN

#86JORDAN

Income before provision for income taxes

$8,950   

$44,935   

$41,948   

Reversal of valuation allowance

(265)  

(374)  

(205)  

Taxed at federal and state statutory rates

35% 

21% 

21% 

Provision for income taxes

$3,005   

$9,408   

$8,816   

 

Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the six-month period ended June 30, 2020 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.


F-63


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE H - CONTINGENCIES

 

COVID-19

 

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.

 

Restriction on Sale of Series #HONUS

 

·Without the Company’s prior written consent (which may be withheld in the Company’s sole discretion), the Asset Seller will not, directly or indirectly, offer, pledge, sell, transfer, hypothecate, mortgage, grant or encumber, sell or grant any option, purchase any option, enter into any arrangement or contract to do any of the foregoing, or otherwise transfer, dispose or encumber the Asset Seller’s Equity Interest.  

·Without the Asset Seller’s prior written consent, the Company will not sell the Underlying Asset within 36-months of the Closing.  

·The Company will not sell the Underlying Asset for a purchase price of less than $1,900,000.00 without the Asset Seller’s prior written consent.  

·For a 10 year period following the Closing, the Company (or our designee(s)) will have the right, exercisable at any time upon written notice to the Asset Seller, to repurchase from the Asset Seller the Asset Seller Equity Interest for a purchase price valuing the Series at no less than $1,900,000.00.  In the event the Company exercises this right, the Asset Seller will execute and deliver or cause to be executed and delivered to us such agreements or instruments as we may reasonably request, in order to facilitate such repurchase. 

·If the Underlying Asset is sold within 5 years of the Closing, the Company will use commercially reasonable efforts to include as a condition in the sale agreement relating to such sale that purchaser of the Underlying Asset must lend the Underlying Asset to the Asset Seller for 60 days per calendar year for a 24-month period post-sale.  The Company will have no further obligation to the Asset Seller once the Company sells the Underlying Asset. 


F-64


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


NOTE I - SUBSEQUENT EVENTS

 

Subsequent Offerings

The table below shows all Offerings, which have closed after the date of the financial statements through September 28, 2020.

Series / Series Name

Underlying Asset

Maximum Offering Size

Opening Date

Closing Date

#61JFK / Series Inaugural Addresses

1961 inscribed copy of Inaugural Addresses of the Presidents of the United States

$23,000

6/27/2020

7/7/2020

#50JACKIE / Series 1950 Jackie Robinson Card

1950 Bowman #22  Jackie Robinson Card

$10,000

6/10/2020

7/8/2020

#POKEMON1 / Series 1999 Pokémon First Edition Set

1999 Pokemon First Edition PSA GEM MT 10 Complete Set

$125,000

6/23/2020

7/8/2020

#LINCOLN / Series 1864 Abraham Lincoln Photo

1864 Signed, Vignetted Portrait of Abraham Lincoln

$80,000

7/1/2020

7/9/2020

#STARWARS1 / Series Star Wars #1

1977 Star Wars #1 CGC VF/NM 9.0 comic book

$12,000

7/1/2020

7/14/2020

#56TEDWILL / Series 1956 Ted Williams Jersey

1956 Ted Williams Game-Worn Red Sox Home Jersey

$90,000

7/16/2020

7/26/2020

#68MAYS / Series 1968 Willie Mays Bat

1968 Willie Mays Signed and Game-Used Adirondack M63 Model Bat

$39,000

7/17/2020

7/26/2020

#TMNT1 / Series Teenage Mutant Ninja Turtles #1

1984 Teenage Mutant Ninja Turtles #1 CGC VF/NM 9.8 comic book

$65,000

7/23/2020

7/30/2020

#CAPTAIN3 / Series Captain America #3

1941 Captain America Comics #3 CGC VG/FN 5.0 comic book

$37,000

7/23/2020

7/30/2020

#51MANTLE / Series 1951 Bowman Mickey Mantle Card

1951 Bowman #253 Mickey Mantle Card

$34,000

7/16/2020

7/30/2020

#CHURCHILL / Series Second World War

First English Edition copies of Volumes I-VI of The Second World War by Winston Churchill

$7,500

7/7/2020

8/6/2020

#SHKSPR4 / Series 1685 Shakespeare Fourth Folio

1685 Fourth Folio of William Shakespeare’s Comedies, Histories, and Tragedies

$115,000

7/30/2020

8/6/2020

#03KOBE / Series 2003-04 UD Kobe Bryant Card

2003-2004 Upper Deck Exquisite Collection Limited Logos #KB Kobe Bryant Signed Game Used Patch Card

$50,000

8/2/2020

8/16/2020

#03LEBRON / Series 2003-04 UD LeBron James Card

2003-2004 Upper Deck Exquisite Collection LeBron James Patches Autographs Card

$34,000

8/5/2020

8/16/2020

#03JORDAN / Series 2003-04 UD Michael Jordan Card

2003-2004 Upper Deck Exquisite Collection Michael Jordan Patches Autographs Card

$41,000

8/6/2020

8/16/2020

#39TEDWILL / Series 1939 Play Ball Ted Williams Card

1939 Gum Inc. Play Ball #92 Ted Williams Rookie Card

$28,000

8/13/2020

8/24/2020

#94JETER / Series 1994 Derek Jeter Jersey

1994 Derek Jeter Signed and Game-Worn Columbus Clippers Away Jersey

$45,000

8/9/2020

8/24/2020


F-65


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


#2020TOPPS / Series 2020 Topps Complete Set

Ten (10) Complete Sets of Topps 2020 Limited First Edition Series 1 & 2 Topps Baseball Cards

$100,000

8/13/2020

8/25/2020

#FANFOUR1 / Series 1961 Fantastic Four #1

1961 Fantastic Four #1 CGC VF+ 8.5 comic book

$105,000

8/23/2020

9/2/2020

#86RICE / Series 1986 Topps Jerry Rice Card

1986 Topps #161 Jerry Rice Rookie Card

$23,000

7/28/2020

9/15/2020

#DAREDEV1 / Series Daredevil #1

1964 Daredevil #1 CGC VF/NM 9.0 comic book

$11,500

7/28/2020

9/15/2020

#85MARIO / Series 1985 Super Mario Bros.

1985 Factory-Sealed NES Super Mario Bros. Wata 9.8 A+

$150,000

8/16/2020

9/15/2020

#TOS39 / Series Tales of Suspense #39

1963 Tales of Suspense #39 CGC NM 9.4 comic book

$135,000

8/27/2020

9/15/2020

#05LATOUR / Series 2005 Château Latour

One case of twelve (12) 75cl bottles of 2005 Château Latour

$9,800

9/3/2020

9/15/2020

#16SCREAG / 2016 Screaming Eagle

Four cases of three (3) 75cl bottles of 2016 Screaming Eagle

$39,000

9/3/2020

9/15/2020

#14DRC / Series 2014 Domaine de la Romanée-Conti

One case of twelve (12) 75cl bottles of 2014 Domaine de la Romanée-Conti

$54,000

9/3/2020

9/15/2020

 #57MANTLE / Series 1957 Topps Mickey Mantle Card

2019 Hermès 20cm Sellier Faubourg Brown Multicolor Birkin with Palladium Hardware

$8,000

9/6/2020

9/21/2020

#FAUBOURG / Series Hermès Sellier Faubourg Birkin

Two cases of six (6) 75cl bottles of 2016 Château Petrus

$150,000

9/9/2020

9/21/2020

 

The Company expects to launch and close additional Offerings throughout the remainder of the year and beyond.


F-66


RSE ARCHIVE, LLC

Notes to Consolidated Financial Statements


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Members of

RSE Archive, LLC

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of RSE Archive, LLC (the "Company") in total and for each listed Series as of December 31, 2019, and the related consolidated statements of operations, members' equity, and cash flows for the Company in total and for each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, and the related notes (collectively referred to as the "financial statements").  In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company and each listed Series as of December 31, 2019, and the consolidated results of operations and cash flows for the Company and each listed Series for the period from January 3, 2019 (inception) to December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.  

 

Going Concern

 

The accompanying financial statements have been prepared assuming that the Company and each listed Series will continue as a going concern.  As discussed in Note A to the financial statements, the Company's and each listed Series’ lack of liquidity raises substantial doubt about their ability to continue as a going concern.  Management's plans in regard to these matters are also described in Note A.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.  

 

Restatement

 

As discussed in Note J to the financial statements the financial statements have been restated to correct an error.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on the Company's and each listed Series’ financial statements based on our audits.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company and each listed Series in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.  The Company and each listed Series is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's or each listed Series internal control over financial reporting.  Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.  Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.  We believe that our audits provide a reasonable basis for our opinion.  

 

/s/ EisnerAmper LLP

 

We have served as the Company's auditor since 2020.  

 

EISNERAMPER LLP

New York, New York

March 31, 2020, except for Note J as to which the date is April 21, 2020.


F-66


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$                           1,450

$                              1,600

$                                300

$                       1,545

$                     1,095

Pre-paid Insurance

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Pre-paid Storage

                                    -   

                                        2

                                      -   

                                -   

                               1

Total Current Assets

                             1,450

                                1,602

                                   300

                          1,545

                        1,096

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Collectible Memorabilia - Owned

                         125,000

                              52,500

                             16,800

                       35,000

                     70,100

TOTAL ASSETS

$                       126,450

 $                            54,102

 $                           17,100

$                     36,545

 $                  71,196

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$                                    -   

 $                                      -   

 $                                  13

 $                            13

  $                            -   

Due to the Manager for Insurance

                                237

                                   100

                                     32

                               66

                             66

Due to the Manager or its Affiliates

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Total Liabilities

                                237

                                   100

                                     45

                               79

                             66

 

 

 

 

 

 

Membership Contributions

                         126,600

                              54,100

                             17,100

                       36,600

                     70,740

Capital Contribution

                                220

                                   203

                                   180

                             154

                           131

Capital Contribution for loss at Offering close

                                    -   

                                       -   

                                      -   

                                -   

                           510

Distribution to RSE Archive

                                    -   

                                       -   

                                      -   

                             (55)

                           (55)

Accumulated Deficit

                               (607)

                                  (301)

                                 (225)

                           (233)

                         (196)

Members' Equity

                         126,213

                              54,002

                             17,055

                       36,466

                     71,130

TOTAL LIABILITIES AND MEMBERS' EQUITY

$                      126,450

$                            54,102

$                           17,100

$                     36,545

$                   71,196

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.


F-68


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$                           1,495

$                              1,695

$                             1,250

$                       1,100

$                     1,200

Pre-paid Insurance

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Pre-paid Storage

                                     1

                                        1

                                       1

                                -   

                              -   

Total Current Assets

                             1,496

                                1,696

                               1,251

                          1,100

                        1,200

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Collectible Memorabilia - Owned

                           12,100

                              10,100

                             55,500

                       29,500

                     17,900

TOTAL ASSETS

$                         13,596

$                            11,796

$                           56,751

$                    30,600

$                  19,100

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$                                    -   

$                                       -   

$                                      -   

$                             13

$                             -   

Due to the Manager for Insurance

                                   12

                                      10

                                   104

                               56

                             34

Due to the Manager or its Affiliates

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Total Liabilities

                                   12

                                      10

                                   104

                               69

                             34

 

 

 

 

 

 

Membership Contributions

                           13,800

                              12,000

                             56,750

                       30,750

                     19,250

Capital Contribution

                                131

                                   131

                                   112

                             110

                             71

Capital Contribution for loss at Offering close

                                    -   

                                       -   

                                      -   

                                -   

                              -   

Distribution to RSE Archive

                               (205)

                                  (205)

                                      -   

                                -   

                         (150)

Accumulated Deficit

                               (142)

                                  (140)

                                 (215)

                           (329)

                         (105)

Members' Equity

                           13,584

                              11,786

                             56,647

                       30,531

                     19,066

TOTAL LIABILITIES AND MEMBERS' EQUITY

$                         13,596

$                            11,796

$                           56,751

$                     30,600

$                   19,100

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-69 


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-69 


RSE ARCHIVE, LLC

 

Consolidated Balance Sheets as of December 31, 2019


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Assets

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and Cash Equivalents

$1,750  

$5,300  

$1,050  

$1,600  

$24,459  

Pre-paid Insurance

 

 

 

 

 

Pre-paid Storage

 

 

 

 

1,881  

Total Current Assets

1,751  

5,300  

1,052  

1,601  

26,340  

Other Assets

 

 

 

 

 

Collectible Memorabilia - Deposit

 

 

 

 

282,250  

Collectible Memorabilia - Owned

11,100  

500,028  

44,000  

27,500  

1,301,928  

TOTAL ASSETS

$12,851  

$505,328  

$45,052  

$29,101  

$1,610,518  

 

 

 

 

 

 

LIABILITIES AND MEMBERS' EQUITY / (DEFICIT)

 

 

 

 

 

Liabilities

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Accounts Payable

$ 

$ 

$ 

$ 

$130  

Due to the Manager for Insurance

11  

949  

83  

52  

2,607  

Due to the Manager or its Affiliates

 

 

 

 

577,500  

Total Liabilities

11  

949  

83  

52  

580,237  

 

 

 

 

 

 

Membership Contributions

13,000  

505,328  

45,040  

29,100  

1,030,158  

Capital Contribution

63  

16  

 

 

7,644  

Capital Contribution for loss at Offering close

 

 

10  

 

520  

Distribution to RSE Archive

(150) 

 

 

 

 

Accumulated Deficit

(73) 

(965) 

(86) 

(55) 

(8,041) 

Members' Equity

12,840  

504,379  

44,969  

29,049  

1,030,281  

TOTAL LIABILITIES AND MEMBERS' EQUITY

$12,851  

$505,328  

$45,052  

$29,101  

1,610,518  

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-70


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

13  

13  

 

Insurance

237  

100  

32  

66  

66  

Professional Fees

220  

200  

180  

154  

130  

Marketing Expense

150  

 

 

 

 

Total Operating Expenses

607  

301  

225  

233  

196  

Operating Loss

(607) 

(301) 

(225) 

(233) 

(196) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Income / (Loss) Before Income Taxes

(607) 

(301) 

(225) 

(233) 

(196) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(607) 

$(301) 

$(225) 

$(233) 

$(196) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.61) 

$(0.15) 

$(0.11) 

$(0.23) 

$(0.07) 

Weighted Average Membership Interests

1,000  

2,000  

2,000  

1,000  

3,000  


See accompanying notes, which are an integral part of these financial statements.

 

F-71


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$ 

Transportation

 

 

 

163  

 

Insurance

12  

10  

104  

56  

34  

Professional Fees

130  

130  

110  

110  

71  

Marketing Expense

 

 

 

 

 

Total Operating Expenses

142  

140  

215  

329  

105  

Operating Loss

(142) 

(140) 

(215) 

(329) 

(105) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

 

Income / (Loss) Before Income Taxes

(142) 

(140) 

(215) 

(329) 

(105) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(142) 

$(140) 

$(215) 

$(329) 

$(105) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.71) 

$(0.70) 

$(0.21) 

$(0.16) 

$(0.10) 

Weighted Average Membership Interests

200  

200  

1,000  

2,000  

1,000  


See accompanying notes, which are an integral part of these financial statements.

 

F-72


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-72


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019


 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Operating Expenses

 

 

 

 

 

Storage

$ 

$ 

$ 

$ 

$1,881  

Transportation

 

 

 

 

580  

Insurance

11  

949  

83  

52  

2,607  

Professional Fees

61  

16  

 

 

1,517  

Marketing Expense

 

 

 

 

1,420  

Total Operating Expenses

73  

965  

86  

55  

8,005  

Operating Loss

(73) 

(965) 

(86) 

(55) 

(8,005) 

Other Expenses

 

 

 

 

 

Interest Expense and Financing Fees

 

 

 

 

36  

Income / (Loss) Before Income Taxes

(73) 

(965) 

(86) 

(55) 

(8,041) 

Provision for Income Taxes

 

 

 

 

 

Income / (Loss)

$(73) 

$(965) 

$(86) 

$(55) 

$(8,041) 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted (Loss) per Membership Interest

$(0.04) 

$(0.10) 

$(0.04) 

$(0.03) 

 

Weighted Average Membership Interests

2,000  

10,000  

2,000  

2,000  

 


See accompanying notes, which are an integral part of these financial statements.

 

F-73


RSE ARCHIVE, LLC

 

Consolidated Statement of Operations
January 3, 2019 (inception) through December 31, 2019



See accompanying notes, which are an integral part of these financial statements.

 

F-73


RSE ARCHIVE, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019


 

 

Series #52MANTLE

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                            -  

$                     - 

$                             - 

$                    - 

$                    - 

Membership Contributions

 

126,600  

54,100  

17,100  

36,600  

70,740  

Capital Contribution

 

220  

203  

180  

154  

131  

Capital Contribution for loss at Offering close

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

 

(55) 

(55) 

Net loss

 

(607) 

(301) 

(225) 

(233) 

(196) 

Balance December 31, 2019

 

$126,213  

$54,002  

$17,055  

$36,466  

$71,130  

 

 

 

 

 

 

 

 

 

 

 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                          - 

$                    - 

$                            - 

$                    - 

$                     - 

Membership Contributions

 

13,800  

12,000  

56,750  

30,750  

19,250  

Capital Contribution

 

131  

131  

112  

110  

71  

Capital Contribution for loss at Offering close

 

 

 

 

 

Distribution to RSE Archive

 

(205) 

(205) 

 

 

(150) 

Net loss

 

(142) 

(140) 

(215) 

(329) 

(105) 

Balance December 31, 2019

 

$13,584  

$11,786  

$56,647  

$30,531  

$19,066  

 

 

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-74


RSE ARCHIVE, LLC

 

Consolidated Statements of Members’ Equity / (Deficit)
January 3, 2019 (inception) through December 31, 2019


 

 

 

 

 

 

 

 

 

Series #EINSTEIN

Series #HONUS

Series #75ALI

Series #71ALI

Consolidated

Members' Equity / (Deficit)

 

 

 

 

 

 

Balance January 3, 2019

 

$                           - 

$                    - 

$                           - 

$                    - 

$            - 

Membership Contributions

 

13,000  

505,328  

45,040  

29,100  

1,030,158  

Capital Contribution

 

63  

16  

 

 

7,644  

Capital Contribution for loss at Offering close

 

 

10  

 

520  

Distribution to RSE Archive

 

(150) 

 

 

 

 

Net loss

 

(73) 

(965) 

(86) 

(55) 

(8,041) 

Balance December 31, 2019

 

$12,840  

$504,379  

$44,969  

$29,049  

$1,030,281  


See accompanying notes, which are an integral part of these financial statements.

 

F-75


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #52MANTLE

(Restated)

Series #71MAYS

Series #RLEXPEPSI

Series #10COBB

Series #POTTER

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(607) 

$(301) 

$(225) 

$(233) 

$(196) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

220  

203  

180  

154  

131  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

 

(2) 

 

 

(1) 

Due to the Manager for Insurance

237  

100  

32  

66  

66  

Accounts Payable

 

 

13  

13  

 

Net cash used in operating activities

(150) 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Investment in memorabilia

(125,000) 

(47,250) 

(16,800) 

(35,000) 

(70,100) 

Net cash used in investing activities

(125,000) 

(47,250) 

(16,800) 

(35,000) 

(70,100) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

126,600  

48,850  

17,100  

36,600  

70,740  

Due to the manager and other affiliates

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

510  

Distribution to RSE Archive

 

 

 

(55) 

(55) 

Net cash used in financing activities

126,600  

48,850  

17,100  

36,545  

71,195  

 

 

 

 

 

 

Net change in cash

1,450  

1,600  

300  

1,545  

1,095  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,450  

1,600  

300  

1,545  

1,095  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interests issued to Asset Seller as consideration

 

$5,250  

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-76


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #TWOCITIES

Series #FROST

Series #BIRKINBLU

Series #SMURF

Series #70RLEX

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(142) 

$(140) 

$(215) 

$(329) 

$(105) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

131  

131  

112  

110  

71  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

(1) 

(1) 

(1) 

 

 

Due to the Manager for Insurance

12  

10  

104  

56  

34  

Accounts Payable

 

 

 

13  

 

Net cash used in operating activities

 

 

 

(150) 

 

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

 

Investment in memorabilia

(12,100) 

(10,100) 

(55,500) 

(29,500) 

(17,900) 

Net cash used in investing activities

(12,100) 

(10,100) 

(55,500) 

(29,500) 

(17,900) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

13,800  

12,000  

56,750  

30,750  

19,250  

Due to the manager and other affiliates

 

 

 

 

 

Contribution related to Offering Closings and Asset Sales

 

 

 

 

 

Distribution to RSE Archive

(205) 

(205) 

 

 

(150) 

Net cash used in financing activities

13,595  

11,795  

56,750  

30,750  

19,100  

 

 

 

 

 

 

Net change in cash

1,495  

1,695  

1,250  

1,100  

1,200  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,495  

1,695  

1,250  

1,100  

1,200  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interest issued to Asset Seller as consideration

 

 

 

 

 


See accompanying notes, which are an integral part of these financial statements.

 

F-77


RSE ARCHIVE, LLC

 

Consolidated Statements of Cash Flows

January 3, 2019 (inception) through December 31, 2019


 

Series #EINSTEIN

(Restated)

Series #HONUS

Series #75ALI

Series #71ALI

(Restated)

Consolidated

Cash Flows from Operating Activities:

 

 

 

 

 

Net (Loss)

$(73) 

$(965) 

$(86) 

$(55) 

$(8,041) 

Adjustments to Net cash used in operating activities

 

 

 

 

 

Expenses Paid by Manager and Contributed to the Company / Series

63  

16  

 

 

7,644  

(Gain) / Loss on sale of Asset

 

 

 

 

 

Prepaid Insurance

 

 

 

 

 

Prepaid Storage

(1) 

 

(2) 

(1) 

(1,881) 

Due to the Manager for Insurance

11  

949  

83  

52  

2,607  

Accounts Payable

 

 

 

 

130  

Net cash used in operating activities

 

 

 

 

459  

 

 

 

 

 

 

Cash flow from investing activities:

 

 

 

 

 

Deposits on memorabilia

 

 

 

 

(282,250) 

Investment in memorabilia

(11,100) 

(225,000) 

(44,000) 

(27,500) 

(1,021,650) 

Net cash used in investing activities

(11,100) 

(225,000) 

(44,000) 

(27,500) 

(1,303,900) 

 

 

 

 

 

 

Cash flow from financing activities:

 

 

 

 

 

Proceeds from sale of membership interests

13,000  

230,300  

45,040  

29,100  

749,880  

Due to the manager and other affiliates

 

 

 

 

577,500  

Contribution related to Offering Closings and Asset Sales

 

 

10  

 

520  

Distribution to RSE Archive

(150) 

 

 

 

 

Net cash used in financing activities

12,850  

230,300  

45,050  

29,100  

1,327,900  

 

 

 

 

 

 

Net change in cash

1,750  

5,300  

1,050  

1,600  

24,459  

Cash beginning of period

 

 

 

 

 

Cash end of period

1,750  

5,300  

1,050  

1,600  

24,459  

Supplemental Cash Flow Information:

 

 

 

 

 

Membership Interest issued to Asset Seller as consideration

 

$275,028  

 

 

$280,278  


See accompanying notes, which are an integral part of these financial statements.

 

F-78


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 

RSE Archive, LLC (the “Company”) is a Delaware series limited liability company formed on January 3, 2019.  RSE Archive Manager, LLC, a single member Delaware limited liability company formed on March 27, 2019 and owned by RSE Markets, Inc., is the manager of the Company (the “Manager”). RSE Markets, Inc. serves as the asset manager for the collection of collectible memorabilia owned by the Company and each series (the “Asset Manager”). The Company was formed to engage in the business of acquiring and managing a collection of collectible memorabilia (the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of interests (each, a “Series” or “Series of Interests”), that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.

 

The Asset Manager is a Delaware corporation formed on April 28, 2016. The Asset Manager is a technology and marketing company that operates the Rally Rd. platform (the “Platform") and manages the Company, through the Manager, and the assets owned by the Company in its roles as the Asset Manager of each Series. The Asset Manager is the owner of the Manager.

 

The Company intends to sell Interests in a number of separate individual Series of the Company. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are a single collectible memorabilia (plus any cash reserves for future operating expenses), as well as certain liabilities related to expenses pre-paid by the Asset Manager.  

 

All voting rights, except as specified in the operating agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the operating agreement of the Company, as amended and restated from time to time (the “Operating Agreement”).

 

OPERATING AGREEMENT

 

General:

In accordance with the Operating Agreement each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.

 

Operating Expenses:

After the closing of an offering, each Series is responsible for its own “Operating Expenses” (as defined in Note B(5)). Prior to the closing, Operating Expenses are borne by the Manager or the Asset Manager and not reimbursed by the economic members of a particular Series. Should post-closing Operating Expenses exceed revenues or cash reserves, the Manager or the Asset Manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the Series and be entitled to reimbursement of such amount from future revenues generated by the Series (“Operating Expenses Reimbursement Obligation(s)”), on which the Manager or the Asset Manager may impose a rate of interest, and/or (c) cause additional Interests to be issued in order to cover such additional amounts, which Interests may be issued to existing or new investors, and may include the Manager or its affiliates or the Asset Manager.

 

Fees:

Sourcing Fee: The Manager expects to receive a fee at the closing of each successful offering for its services of sourcing the collectible memorabilia (the “Sourcing Fee”), which may be waived by the Manager in its sole discretion.

 

Brokerage Fee:  For all Series qualified up to the date of this filing the broker of record received a fee (the “Brokerage Fee”) of 1.0% of the cash from offering for facilitating the sale of securities.


F-79


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Custody Fee: For all Series qualified up to the date of this filing the custody broker received a fee (the “Custody Fee”) of 0.75% of the cash from offering for facilitating the sale of securities.  

 

Free Cash Flow Distributions:

At the discretion of the Manager, a Series may make distributions of “Free Cash Flow” (as defined in Note F) to both the holders of economic Interests in the form of a dividend and the Manager in the form of a management fee.

 

In the case that Free Cash Flow is available and such distributions are made, at the sole discretion of the Manager, the members will receive no less than 50% of Free Cash Flow and the Manager will receive up to 50% of Free Cash Flow in the form of a management fee for management of the applicable Underlying Asset. The management fee is accounted for as an expense to the relevant Series rather than a distribution from Free Cash Flow.

 

Other:

The Manager is responsible for covering its own expenses.

 

LIQUIDITY AND CAPITAL RESOURCES

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any of the Series has generated revenues or profits since inception.

 

On a total consolidated basis, the Company had sustained a net loss of $(8,041) for the period from January 3, 2019 to December 31, 2019 and had an accumulated deficit of $(8,041) as of December 31, 2019.

 

All of the liabilities on the balance sheet as of December 31, 2019 are obligations to third-parties or the Manager. All of these liabilities, other than ones for which the Manager does not seek reimbursement, will be covered through the proceeds of future offerings for the various Series of Interests. As of December 31, 2019, the Company has negative working capital of approximately $(0.6) million. If the Company does not continue to obtain financing from the Manager, it will be unable to repay these obligations as they come due.  These factors raise substantial doubt about the Company’s and each listed Series’ ability to continue as a going concern for the twelve months following the date of this filing.

 

Through December 31, 2019, none of the Company or any Series have recorded any directly attributable revenues through the utilization of Underlying Assets. Management’s plans include anticipating that it will commence commercializing the collection in 2021. Each Series will continue to incur Operating Expenses including, but not limited to storage, insurance, transportation and maintenance expenses, on an ongoing basis. As part of the commercialization of the collection, the Manager opened a showroom in early 2019, in New York City and launched its online shopping experience for merchandise in the third quarter of 2019. No revenues directly attributable to the Company or any Series have been generated through the showroom or the online shop as of December 31, 2019.


F-80


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-80


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

At December 31, 2019, the Company and the Series for which closings had occurred, had the following cash balances:

 

Cash Balance

Applicable Series

Asset

12/31/2019

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$1,450 

Series #71MAYS

1971 Willie Mays Jersey

1,600 

Series #RLEXPEPSI

Rolex GMT Master II

300 

Series #10COBB

1910 Ty Cobb Card

1,545 

Series #POTTER

1997 First Edition Harry Potter

1,095 

Series #TWOCITIES

First Edition A Tale of Two Cities

1,495 

Series #FROST

First Edition A Boy's Will

1,695 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

1,250 

Series #SMURF

Rolex Submariner "Smurf"

1,100 

Series #70RLEX

1970 Rolex Beta 21

1,200 

Series #EINSTEIN

First Edition of Philosopher-Scientist

1,750 

Series #HONUS

1909-11 Honus Wagner Card

5,300 

Series #75ALI

1975 Muhammad Ali Boots

1,050 

Series #71ALI

1971 “Fight of the Century” Contract

1,600 

Total Series Cash Balance

22,430 

RSE Archive

 

2,029 

Total Cash Balance

 

$24,459 

 

 

 

 

The cash on the books of RSE Archive is reserved to funding future pre-closing Operating Expenses or “Acquisition Expenses” (see Note B(6) for definition and additional details), as the case may be. The cash on the books of each Series is reserved for funding of post-closing Operating Expenses. During the period from January 3, 2019 to December 31, 2019, the Manager has paid for certain but not all Operating Expenses related to any of the Series that have had closed offerings and has elected not to be reimbursed. These payments made by the Manager are accounted for as capital contributions, amounting to a total of $7,644.

 

From inception, the Company and the Series have financed their business activities through capital contributions from the Manager or its affiliates to the individual Series. Until such time as the Series’ have the capacity to generate cash flows from operations, the Manager may cover any deficits through additional capital contributions or the issuance of additional Interests in any individual Series. In addition, parts of the proceeds of future offerings may be used to create reserves for future Operating Expenses for individual Series, as has been the case for the majority of the Series for which closings have occurred, listed in the table above, at the sole discretion of the Manager. If the Manager does not continue to fund future operating expenses of the Company and the Series, the Company’s ability to continue future operations may be limited. There is no assurance that financing from the Manager will remain available or that the Manager will provide the Company or any Series with sufficient capital to meet its objectives.  

 

INITIAL OFFERINGS

 

The Company has completed several initial offerings since its inception in 2019 and plans to continue to increase the number of initial offerings going forward. The table below outlines all offerings for which a closing has occurred as of December 31, 2019. All Series, for which a closing had occurred as of the date of the financial statements, had commenced operations, were capitalized and had assets and various Series have liabilities.


F-81


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

Series Interest

Series Name

Underlying Asset

Offering Size

Launch Date

Closing Date

Comments

Series #52MANTLE Interests

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$132,000

10/18/2019

10/25/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #71MAYS Interests

Series #71MAYS

1971 Willie Mays Jersey

$57,000

10/25/2019

10/31/2019

• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
• The Memorabilia Seller was issued 10% of Interests as part of total purchase consideration

Series #RLEXPEPSI Interests

Series #RLEXPEPSI

Rolex GMT Master II 126710BLRO

$17,800

11/1/2019

11/6/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #10COBB Interests

Series #10COBB

1910 E98 Ty Cobb Card

$39,000

11/8/2019

11/14/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #POTTER Interests

Series #POTTER

1997 First Edition Harry Potter

$72,000

11/15/2019

11/21/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #TWOCITIES Interests

Series #TWOCITIES

First Edition A Tale of Two Cities

$14,500

11/15/2019

11/21/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #FROST Interests

Series #FROST

First Edition A Boy's Will

$13,500

11/15/2019

11/21/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #BIRKINBLEU Interests

Series #BIRKINBLEU

Bleu Saphir Lizard Hermès Birkin

$58,000

11/22/2019

11/27/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #SMURF Interests

Series #SMURF

Rolex Submariner Date "Smurf" Ref. 116619LB

$34,500

11/22/2019

11/27/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #70RLEX Interests

Series #70RLEX

1970 Rolex Ref. 5100 Beta 21

$20,000

11/27/2019

12/6/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #EINSTEIN Interests

Series #EINSTEIN

First Edition of Philosopher-Scientist

$14,500

12/6/2019

12/13/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Series #HONUS Interests

Series #HONUS

1909-1911 T206 Honus Wagner Card

$520,000

12/13/2019

12/26/2019

• The offering closed and all obligations under the purchase option agreement and other obligations were repaid with the proceeds of the Offering
• The Memorabilia Seller was issued 53% of Interests as part of total purchase consideration

Series #75ALI Interests

Series #75ALI

1975 Muhammad Ali Boots worn in fight against Chuck Wepner

$46,000

12/20/2019

12/29/2019

• The offering closed, and payment made by the Manager and other obligations were paid through the proceeds of the Offering

Series #71ALI Interests

Series #71ALI

1971 “Fight of the Century” Contract

        $31,000

12/20/2019

12/30/2019

• The offering closed, and the purchase option was exercised. All obligations under the purchase option agreement and other obligations repaid with the proceeds of the Offering

Total at 12/31/2019

14 Series

 

$1,069,800

 

 

 


F-82


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE A - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)

 

ASSET DISPOSITIONS

 

From time to time, the Company receives unsolicited take-over offers for the Underlying Assets. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board evaluates the offers and determines that if, on a case by case basis, it is in the interest of the Investors to sell the Underlying Asset. In certain instances,  the Company may decide to sell an Underlying Asset, that is on the books of the Company, but not yet transferred to a particular Series, because no offering has yet occurred. In these instances, the anticipated offering related to such Underlying Asset will be cancelled.

 

For the period from January 3, 2019 to December 31, 2019, no asset dispositions had been executed.

 

Please see Note I, Subsequent Events for additional details on closings of initial offerings or asset dispositions after December 31, 2019.


F-83


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

10.Basis of Presentation 

 

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”).

 

All offerings that had closed as of the date of the financial statements were issued under Tier 2 of Regulation A+ and qualified under the Company’s offering circular (as amended). Separate financial statements are presented for each such Series.

 

11.Use of Estimates: 

 

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

 

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near-term due to one or more future confirming events.  Accordingly, the actual results could differ significantly from our estimates.

 

12.Cash and Cash Equivalents: 

 

The Company considers all short-term investments with an original maturity of three months or less when purchased, or otherwise acquired, to be cash equivalents.

 

13.Offering Expenses: 

 

Offering expenses related to the offering for a specific Series consist of underwriting, legal, accounting, escrow, compliance, filing and other expenses incurred through the balance sheet date that are directly related to a proposed offering and will generally be charged to members' equity upon the completion of the proposed offering. Offering expenses that are incurred prior to the closing of an offering for such Series, that are funded by the Manager and will generally be reimbursed through the proceeds of the offering related to the Series. However, the Manager has agreed to pay and not be reimbursed for offering expenses incurred with respect to the offerings for all Series that have had a closing as of the date of the financial statements and potentially other future offerings.


F-84


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

In addition to the discrete offering expenses related to a particular Series’ offering, the Manager has also incurred legal, accounting, user compliance expenses and other offering related expenses during the period from January 3, 2019 to December 31, 2019 in order to set up the legal and financial framework and compliance infrastructure for the marketing and sale of offerings. The Manager treats these expenses as operating expenses related to the Manager’s business and will not be reimbursed for these through any activities or offerings related to the Company or any of the Series.

 

14.Operating Expenses: 

 

Operating Expenses related to a particular memorabilia include storage, insurance, transportation (other than the initial transportation from the memorabilia location to the Manager’s storage facility prior to the offering, which is treated as an “Acquisition Expense”, as defined in Note B(6)), maintenance, professional fees such as annual audit and legal expenses and other memorabilia specific expenses as detailed in the Manager’s allocation policy, together the “Operating Expenses”.  We distinguish between pre-closing and post-closing Operating Expenses. Operating Expenses are expensed as incurred.

 

Except as disclosed with respect to any future offering, expenses of this nature that are incurred prior to the closing of an offering of Series of Interests, are funded by the Manager and are not reimbursed by the Company, the Series or economic members. Expenses in this case are treated as capital contributions from the Manager to the Company and totaled $7,644 for the period from January 3, 2019 to December 31, 2019.

 

During the period from January 3, 2019 to December 31, 2019, RSE Archive incurred pre-closing Operating expenses and the following Series had closed Offerings and incurred post-closing Operating Expenses per the table below:


F-85


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Operating Expenses

Applicable Series

Asset

12/31/2019

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

$607 

Series #71MAYS

1971 Willie Mays Jersey

301 

Series #RLEXPEPSI

Rolex GMT Master II

225 

Series #10COBB

1910 Ty Cobb Card

233 

Series #POTTER

1997 First Edition Harry Potter

196 

Series #TWOCITIES

First Edition A Tale of Two Cities

142 

Series #FROST

First Edition A Boy's Will

140 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

215 

Series #SMURF

Rolex Submariner "Smurf"

329 

Series #70RLEX

1970 Rolex Beta 21

105 

Series #EINSTEIN

First Edition of Philosopher-Scientist

73 

Series #HONUS

1909-11 Honus Wagner Card

965 

Series #75ALI

1975 Muhammad Ali Boots

86 

Series #71ALI

1971 “Fight of the Century” Contract

55 

RSE Archive

 

4,333 

Total Operating Expenses

$8,005 

 

 

 

Solely in the case of the Series with closed offerings listed in the table above, the Manager has elected that certain, but not all of the post-closing Operating Expenses for the period from January 3, 2019 to December 31, 2019 will be borne by the Manager and not reimbursed and are accounted for as capital contributions by the Manager for each of the Series.


F-86


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-86


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

15.Capital Assets: 

 

Memorabilia assets are recorded at cost. The cost of the memorabilia includes the purchase price, including any deposits for the memorabilia funded by the Manager and “Acquisition Expenses,” which include transportation of the memorabilia to the Manager’s storage facility, pre-purchase inspection, pre-offering refurbishment, and other costs detailed in the Manager’s allocation policy.

 

The Company treats memorabilia assets as collectible and therefore the Company will not depreciate or amortize the collectible memorabilia assets going forward. The collectible memorabilia are considered long-lived assets and will be subject to an annual test for impairment. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.

 

The collectible memorabilia assets are initially purchased by the Company, either prior to launching an offering or through the exercising of a purchase option simultaneous with the closing of an offering for a particular Series. At closing of an offering for a Series of Interests the collectible memorabilia assets, including capitalized Acquisition Expenses, are then transferred to the Series. Assets are transferred at cost and the Company receives cash from the Series from the proceeds of the offering. The Company uses the proceeds of the transfer to pay off any debt or amounts owed under purchase options and Acquisition Expenses. Acquisition Expenses are typically paid for in advance by the Manager, except in the case of Acquisition Expenses that are anticipated, but might not be incurred until after a closing, such as registration fees or fees related to the transportation of an Underlying Asset from the seller to the Company’s warehouse and are thus only capitalized into the cost of the acquired memorabilia after the Underlying Asset has already been transferred to the Series. The Series uses the remaining cash to repay any accrued interest on loans or marketing expenses related to the preparation of the marketing materials for a particular offering, by distributing the applicable amount to the Company, accounted for as “Distribution to RSE Archive” on the balance sheet. Furthermore, the Series distributes the appropriate amounts for Brokerage Fee, the Custody Fee and, if applicable, the Sourcing Fee using cash from the offering. In case of a closing at a loss, the Manager will make an additional capital contribution to the Series to cover any losses, which is represented as “Distribution to Series” on the balance sheet. Any remaining cash on the balance sheet of the Series after distributions have been made is retained for payment of future operating expenses.

 

The Company, through non-interest-bearing payments from the Manager or loans from officers of the Manager and third-parties invested in memorabilia assets. For the period from January 3, 2019 to December 31, 2019, the total investment in memorabilia assets was $1,584,178.


F-87


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Of the $1,584,178 of investments during the period from January 3, 2019 to December 31, 2019, $1,578,478 were related to the purchase price of, or down payments on Underlying Assets, excluding $0 related to the Underlying Assets sold. This brings the total spent on purchase price and down-payments at December 31, 2019 to $1,578,478, since the inception of the Company on January 3, 2019.

 

Acquisition Expenses related to a particular Series, that are incurred prior to the closing of an offering, are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example transportation costs to transport the asset from the seller to the Company’s facility, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses are capitalized into the cost of the memorabilia as per the table below. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager and these expenses will be accounted for as capital contributions, and the Acquisition Expenses will be expensed.

 

For the period from January 3, 2019 to December 31, 2019, $5,700 of Acquisition Expenses related to the registration, transportation, inspection, repair of collectible memorabilia and other acquisition related expenses were incurred, excluding $0 related to Underlying Assets sold.

 

The total investment in memorabilia assets as of December 31, 2019 is as follows:


F-88


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


As of 12/31/2019

Capitalized Costs

 

Applicable Series

 

Asset

Purchase Price / Down payment

Authen-tication

Other

Total

Asset 1

Series #52MANTLE

(1)

1952 Topps #311 Mickey Mantle Card

$125,000 

$- 

$- 

$125,000 

Asset 2

Series #71MAYS

(1)

1971 Willie Mays Jersey

52,500 

- 

- 

52,500 

Asset 3

Series #RLEXPEPSI

(1)

Rolex GMT Master II

16,800 

- 

- 

16,800 

Asset 4

Series #10COBB

(1)

1910 Ty Cobb Card

35,000 

- 

- 

35,000 

Asset 5

Series #POTTER

(1)

1997 First Edition Harry Potter

65,000 

100 

5,000 

70,100 

Asset 6

Series #TWOCITIES

(1)

First Edition A Tale of Two Cities

12,000 

100 

- 

12,100 

Asset 7

Series #FROST

(1)

First Edition A Boy's Will

10,000 

100 

- 

10,100 

Asset 8

Series #BIRKINBLU

(1)

Bleu Saphir Lizard Hermès Birkin

55,500 

- 

- 

55,500 

Asset 9

Series #SMURF

(1)

Rolex Submariner "Smurf"

29,500 

- 

- 

29,500 

Asset 10

Series #70RLEX

(1)

1970 Rolex Beta 21

17,900 

- 

- 

17,900 

Asset 11

Series #EINSTEIN

(1)

First Edition of Philosopher-Scientist

11,000 

100 

- 

11,100 

Asset 12

Series #HONUS

(1)

1909-11 Honus Wagner Card

500,028 

- 

- 

500,028 

Asset 13

Series #75ALI

(1)

1975 Muhammad Ali Boots

44,000 

- 

- 

44,000 

Asset 14

Series #71ALI

(1)

1971 “Fight of the Century” Contract

27,500 

- 

- 

27,500 

Asset 15

Series #APROAK

(2)

AP Royal Oak A-Series

72,500 

- 

- 

72,500 

Asset 16

Series #88JORDAN

(2)

1988 Air Jordan III Sneakers

20,000 

- 

- 

20,000 

Asset 17

Series #SNOOPY

(2)

2015 Omega Speedmaster Moonwatch

24,000 

- 

- 

24,000 

Asset 18

Series #98JORDAN

(2)

1998 Michael Jordan Jersey

120,000 

- 

- 

120,000 

Asset 19

Series #18ZION

(2)

2018 Zion Williamson Sneakers

13,500 

- 

- 

13,500 

Asset 20

Series #YOKO

(2)

First Edition Grapefruit

12,500 

100 

- 

12,600 

Asset 21

Series #APOLLO11

(2)

Apollo 11 New York Times

30,000 

- 

- 

30,000 

Asset 22

Series #APEOD

(2)

AP Royal Oak "End of Days"

28,000 

- 

- 

28,000 

Asset 23

Series #ROOSEVELT

(2)

First Edition African Game Trails

17,000 

200 

- 

17,200 

Asset 24

Series #AGHOWL

(2)

First Edition Howl and Other Poems

15,500 

- 

- 

15,500 

Asset 25

Series #56MANTLE

(2)

1956 Mickey Mantle Card

9,000 

- 

- 

9,000 

Asset 26

Series #24RUTHBAT

(2)

1924 Babe Ruth Bat

50,000 

- 

- 

50,000 

Asset 27

Series #33RUTH

(2)

1933 Babe Ruth Card

74,000 

- 

- 

74,000 

Asset 28

Series #BIRKINBOR

(2)

2015 Hermès Bordeaux Birkin

12,500 

- 

- 

12,500 

Asset 29

Series #HIMALAYA

(2)

2014 Hermès Himalaya Birkin

32,500 

- 

- 

32,500 

Asset 30

Series #SPIDER1

(2)

1963 Amazing Spider-Man #1

5,000 

- 

- 

5,000 

Asset 31

Series #BATMAN3

(2)

1940 Batman #3

18,750 

- 

- 

18,750 

Asset 32

Series #ULYSSES

(2)

1935 First Edition Ulysses

22,000 

- 

- 

22,000 

Total

 

 

 

$1,578,478 

$700 

$5,000 

$1,584,178 

 

 

 

 

 

 

 

 

Acquisition Expense 2019

 

 

$1,578,478 

$700 

$5,000 

$1,584,178 

 

 

Note: Excludes $0 of capitalized acquisitions costs related to Underlying Assets sold.

(3)Offering for Series Interests closed at December 31, 2019 and Underlying Asset owned by applicable Series.  

(4)At December 31, 2019 owned by RSE Archive, LLC and not by any Series. To be owned by the applicable Series as of the closing of the applicable offering. 


F-89


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 

 

16.Members’ Equity: 

 

Members’ equity for the Company and any Series consists of capital contributions from the Manager, or its affiliates, Membership Contributions and the Net Income / (Loss) for the period.

 

Capital contributions from the Manager are made to cover Operating Expenses (as described in Note B(5) above), such as storage, insurance, transportation and ongoing accounting and legal expenses incurred by the Company or any of the Series, for which the Manager has elected not to be reimbursed.

 

Members’ equity in Membership Contributions issued in a successful closing of an offering for a particular Series are calculated by taking the amount of membership Interests sold in an offering, net of Brokerage Fee, Custody Fee and Sourcing Fee as shown in the table below. In the case of a particular offering, the Brokerage Fee, the Custody Fee and Sourcing Fee (which may be waived by the Manager) related to the offering are paid from the proceeds of any successfully closed offering. These expenses will not be incurred by the Company or the applicable Series or the Manager, if an offering does not close. At December 31, 2019, the following offerings for Series Interests had closed:   

Membership Contribution and Uses at Closing  

Applicable Series

Asset

Closing Date

Membership Interests

Brokerage Fee

Sourcing Fee

Custody Fee

Total

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

10/25/2019

$132,000 

$1,320 

$3,090 

$990 

$126,600 

Series #71MAYS

1971 Willie Mays Jersey

10/31/2019

57,000 

570 

1,830 

500 

54,100 

Series #RLEXPEPSI

Rolex GMT Master II

11/6/2019

17,800 

178 

22 

500 

17,100 

Series #10COBB

1910 Ty Cobb Card

11/14/2019

39,000 

390 

1,510 

500 

36,600 

Series #POTTER

1997 First Edition Harry Potter

11/21/2019

72,000 

720 

- 

540 

70,740 

Series #TWOCITIES

First Edition A Tale of Two Cities

11/21/2019

14,500 

145 

55 

500 

13,800 

Series #FROST

First Edition A Boy's Will

11/21/2019

13,500 

135 

865 

500 

12,000 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

11/27/2019

58,000 

580 

170 

500 

56,750 

Series #SMURF

Rolex Submariner "Smurf"

11/27/2019

34,500 

345 

2,905 

500 

30,750 

Series #70RLEX

1970 Rolex Beta 21

12/9/2019

20,000 

200 

50 

500 

19,250 

Series #EINSTEIN

First Edition of Philosopher-Scientist

12/12/2019

14,500 

145 

855 

500 

13,000 

Series #HONUS

1909-11 Honus Wagner Card

12/26/2019

520,000 

5,200 

5,572 

3,900 

505,328 

Series #75ALI

1975 Muhammad Ali Boots

12/30/2019

46,000 

460 

- 

500 

45,040 

Series #71ALI

1971 “Fight of the Century” Contract

12/30/2019

31,000 

310 

1,090 

500 

29,100 

Total

 

 

$1,069,800 

$10,698 

$18,014 

$10,930 

$1,030,158 

 

 

 

 

 

 

 

 

 

Note: represents Membership Contributions net of Brokerage Fee, Sourcing Fee and Custody Fee at closing of offering for respective Series.


F-90


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

17.Income taxes: 

 

Each existing Series has elected and qualified, and the Company intends that each future Series will elect and qualify, to be taxed as a corporation under the Internal Revenue Code of 1986.  Each separate Series intends to be accounted for as described in ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for income taxes.  Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.  

 

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. There were no uncertain tax positions as of December 31, 2019.

 

RSE Archive, LLC, as the master series of the Company and RSE Archive Manager, LLC, the Manager of the Company, intend to be taxed as a “partnership” or a “disregarded entity” for federal income tax purposes and will not make any election or take any action that could cause it to be separately treated as an association taxable as a corporation under Subchapter C of the Code.

 

18.Earnings (loss) / income per membership interest: 

 

Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, "Earnings per Share." For each Series, earnings (loss) / income per membership interest (“EPMI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding membership Interests in that particular Series during the period.

 

As of the period from January 3, 2019 to December 31, 2019, the following Series had closed offerings and the (losses) / income per membership Interest as per the table below:

 

Earnings (Loss) Per Membership Interest (EPMI)

 

 

 

12/31/2019

 

Applicable Series

Asset

Membership Interests

Net (Loss) / Income

EPMI

Series #52MANTLE

1952 Topps #311 Mickey Mantle Card

1,000 

$(607) 

$(0.61) 

Series #71MAYS

1971 Willie Mays Jersey

2,000 

(301) 

(0.15) 

Series #RLEXPEPSI

Rolex GMT Master II

2,000 

(225) 

(0.11) 

Series #10COBB

1910 Ty Cobb Card

1,000 

(233) 

(0.23) 

Series #POTTER

1997 First Edition Harry Potter

3,000 

(196) 

(0.07) 

Series #TWOCITIES

First Edition A Tale of Two Cities

200 

(142) 

(0.71) 

Series #FROST

First Edition A Boy's Will

200 

(140) 

(0.70) 

Series #BIRKINBLU

Bleu Saphir Lizard Hermès Birkin

1,000 

(215) 

(0.21) 

Series #SMURF

Rolex Submariner "Smurf"

2,000 

(329) 

(0.16) 

Series #70RLEX

1970 Rolex Beta 21

1,000 

(105) 

(0.10) 

Series #EINSTEIN

First Edition of Philosopher-Scientist

2,000 

(73) 

(0.04) 

Series #HONUS

1909-11 Honus Wagner Card

10,000 

(965) 

(0.10) 

Series #75ALI

1975 Muhammad Ali Boots

2,000 

(86) 

(0.04) 

Series #71ALI

1971 “Fight of the Century” Contract

2,000 

(55) 

(0.03) 

 


F-91


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE C - RELATED PARTY TRANSACTIONS

 

Series Members

The managing member of the Company is the Manager. The Company will admit additional members to each of its Series through the offerings of membership Interests in each Series. By purchasing an Interest in a Series of Interests, the investor is admitted as a member of the Series and will be bound by the Company's Operating Agreement. Under the Operating Agreement, each investor grants a power of attorney to the Manager. The Operating Agreement provides the Manager with the ability to appoint officers and advisory board members.

 

Officer and Affiliate Loans

From time to time, individual officers and affiliates of the Manager may make loans to the Company to facilitate the purchase of memorabilia assets prior to the closing of a Series’ offering.  It is anticipated that each of the loans and related interest will be paid by the Company through proceeds of the offering associated with a Series. Once the Series repays the Company and other parties, such as the Manager, the broker of record and the custody broker and their respective affiliates, from the proceeds of a closed offering, the memorabilia would then transferred to the related Series and it is anticipated that no Series will bear the economic effects of any loan made to purchase another memorabilia assets.

 

As of December 31, 2019, no loans were outstanding to either officers or affiliates of the Manager.


F-92


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE D –DEBT

 

On April 30, 2019, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $1.5 million revolving line of credit with Silicon Valley Bank. The LoC allowed the Asset Manager to draw up to 80% of the value of an Underlying Assets for any asset held on the books of the Company for less than 180 days. Interest rate on any amounts outstanding under the LoC accrued at a floating per annum rate equal to the greater of (i) 0.50% above the Prime Rate (defined as the rate published in the money rates section of The Wall Street Journal) or (ii) 6.0%. Interest expense is paid monthly by the Asset Manager. The Company was also held jointly and severably liable for any amounts outstanding under this LoC. On December 20, 2019, the Asset Manager and the Company cancelled the LoC and the Asset Manager repaid $220,000 outstanding under the LoC plus accrued interest of $1,100.

 

Simultaneous with the cancellation of the LoC, the Asset Manager and the Company, including an affiliate of the Asset Manager, entered into a $2.25 million demand note (the “DM”) with Upper90. The DM allows the Asset Manager to draw up to 100% of the value of the Underlying Assets for any asset held on the books of the Company. Interest rate on any amounts outstanding under the DM accrues at a fixed per annum rate of 15%. The Company is also held jointly and severably liable for any amounts outstanding under this DM. It is anticipated that the Asset Manager will replace the DM with a more permanent piece of debt from Upper90 at essentially the same terms sometime in the second quarter of 2020.

 

As of December 31, 2019, $1,560,000 debt plus $7,800 of accrued interest was outstanding under the DM. Of the $1,560,000 outstanding, $565,000 were related to memorabilia assets and the remainder to assets of the affiliate of the Asset Manager, per the table below:

 

Borrowing Base

Asset Type

Series

Underlying Asset

$ Borrowed

Date Drawn

Automobile

#81AV1

1982 Aston Martin V8 Vantage

$285,000 

12/20/2019

Automobile

#72FG2

1972 Ferrari 365 GT C/4

275,000 

12/20/2019

Automobile

#95FF1

1995 Ferrari 355 Spider

105,000 

12/20/2019

Automobile

#03SS1

2003 Series Saleen S7

330,000 

12/20/2019

Memorabilia

#98JORDAN

1998 Michael Jordan Jersey

120,000 

12/20/2019

Memorabilia

#33RUTH

1933 Babe Ruth Card

74,000 

12/20/2019

Memorabilia

#56MANTLE

1956 Mickey Mantle Card

9,000 

12/20/2019

Memorabilia

#88JORDAN

1988 Air Jordan III Sneakers

20,000 

12/20/2019

Memorabilia

#AGHOWL

First Edition Howl and Other Poems

15,500 

12/20/2019

Memorabilia

#ROOSEVELT

First Edition African Game Trails

17,000 

12/20/2019

Memorabilia

#ULYSSES

1935 First Edition Ulysses

22,000 

12/20/2019

Memorabilia

#YOKO

First Edition Grapefruit

12,500 

12/20/2019

Memorabilia

#BIRKINBOR

2015 Hermès Bordeaux Birkin

50,000 

12/20/2019

Memorabilia

#HIMALAYA

2014 Hermès Himalaya Birkin

130,000 

12/20/2019

Memorabilia

#SPIDER1

1963 Amazing Spider-Man #1

20,000 

12/20/2019

Memorabilia

#BATMAN3

1940 Batman #3

75,000 

12/20/2019

Total

 

 

$1,560,000 

 

 

Note: Series #81AV1, Series #72FG2, Series #95FF1 and Series #03SS1 are Series of an affiliate of the Asset Manager.


F-93


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY

 

Overview of Revenues

As of December 31, 2019, we have not yet generated any revenues directly attributable to the Company or any Series to date.  In addition, we do not anticipate the Company or any Series to generate any revenue in excess of costs associated with such revenues until 2021. In early 2019, the Manager of the Company launched its first showroom in New York City and in mid-2019 launched an online shopping experience for merchandise In future, the Manager of the Company plans to roll out additional opportunities for revenue generation including additional showrooms.

 

Overview of Costs and Expenses

The Company distinguishes costs and expenses between those related to the purchase of a particular memorabilia asset and Operating Expenses related to the management of such memorabilia assets.

 

Fees and expenses related to the purchase of an underlying memorabilia asset include Offering Expenses, Acquisition Expenses Brokerage Fee, Custody Fee and Sourcing Fee.

 

Within Operating Expenses, the Company distinguishes between Operating Expenses incurred prior to the closing of an offering and those incurred after the closing of an offering. Although these pre- and post- closing Operating Expenses are similar in nature and consist of expenses such as storage, insurance, transportation, marketing and maintenance and professional fees such as ongoing bookkeeping, legal and accounting expenses associated with a Series, pre-closing Operating Expenses are borne by the Manager and are not expected to be reimbursed by the Company or the economic members. Post-closing Operating Expenses are the responsibility of each Series of Interest and may be financed through (i) revenues generated by the Series or cash reserves at the Series or (ii) contributions made by the Manager, for which the Manager does not seek reimbursement or (iii) loans by the Manager, for which the Manager may charge a rate of interest or (iv) issuance of additional Interest in a Series (at the discretion of the Manager).

 

Allocation Methodology

Allocation of revenues and expenses and costs will be made amongst the various Series in accordance with the Manager's allocation policy. The Manager's allocation policy requires items that are related to a specific Series to be charged to that specific Series. Items not related to a specific Series will be allocated pro rata based upon the value of the underlying memorabilia assets or the number of memorabilia, as stated in the Manager’s allocation policy and as determined by the Manager. The Manager may amend its allocation policy in its sole discretion from time to time.


F-94


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE E - REVENUE, EXPENSE AND COST ALLOCATION METHODOLOGY (CONTINUED)

 

Allocation Methodology or Description by Category

·Revenue: Revenues from the anticipated commercialization of the collection of memorabilia will be allocated amongst the Series whose underlying memorabilia are part of the commercialization events, based on the value of the underlying memorabilia assets. No revenues attributable directly to the Company or any Series have been generated during the period from January 3, 2019 to December 31, 2019.  

·Offering Expenses: Offering Expenses, other than those related to the overall business of the Manager (as described in Note B(4)) are funded by the Manager and generally reimbursed through the Series proceeds upon the closing of an offering. Offering Expenses are charged to a specific Series. 

·Acquisition Expenses: Acquisition Expenses (as described in Note B(6)), are typically funded by the Manager, and reimbursed from the Series proceeds upon the closing of an offering. Unless, to the extent that certain Acquisition Expenses are anticipated prior to the closing, but incurred after the closing of an offering, for example registration fees, in which case, additional cash from the proceeds of the offering will be retained on the Series balance sheet to cover such future anticipated Acquisition Expenses after the closing of the offering. Acquisition Expenses incurred are capitalized into the cost of the Underlying Asset on the balance sheet of the Company and subsequently transferred to the Series upon closing of the offering for the Series Interests.  

·Sourcing Fee / Losses: The Sourcing Fee is paid to the Manager from the Series proceeds upon the close of an offering (see note B(7)) and is charged to the specific Series. Losses incurred related to closed offerings, due to shortfalls between proceeds from closed offerings and costs incurred in relation to these offerings are charged to the specific Series but are reimbursed by the Manager and accounted for as capital contributions to the Series (as described in Note B(6)).  

·Brokerage Fee: The Brokerage Fee is paid to the broker of record from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.  

·Custody Fee: The Custody Fee is paid to the custody broker from the Series proceeds upon the closing of an offering (see note B(7)) and is charged to the specific Series.  

·Operating Expenses: Operating Expenses (as described in Note B(5)), including storage, insurance, maintenance costs and other Series related Operating Expenses, are expensed as incurred: 

oPre-closing Operating Expenses are borne by the Manager and accounted for as capital contributions from the Manager to the Company and are not reimbursed.  

oPost-closing Operating Expenses are the responsibility of each individual Series.  

oIf not directly charged to the Company or a Series, Operating Expenses are allocated as follows:  

§Insurance: based on the premium rate allocated by value of the Underlying Assets 

§Storage: based on the number of Underlying Assets 


F-95 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE F - FREE CASH FLOW DISTRIBUTIONS AND MANAGEMENT FEES

 

Any available Free Cash Flow of a Series of Interests shall be applied in the following order of priority, at the discretion of the Manager:

 

v)Repayment of any amounts outstanding under Operating Expenses Reimbursement Obligations. 

vi)Thereafter, reserves may be created to meet future Operating Expenses for a particular Series. 

vii)Thereafter, at least 50% of Free Cash Flow (net of corporate income taxes applicable to such Series of Interests) may be distributed as dividends to interest holders of a particular Series. 

viii)The Manager may receive up to 50% of Free Cash Flow in the form of a management fee, which is accounted for as an expense to the statement of operations of a particular Series. 

 

“Free Cash Flow” is defined as net income (as determined under GAAP) generated by any Series of Interests plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the relevant Series.

 

As of December 31, 2019, no distributions of Free Cash Flow or management fees were paid by the Company or in respect of any Series.


F-96 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements



F-96 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX

 

As of December 31, 2019, each individual Series has elected to be treated as a corporation for tax purposes.

 

No provision for income taxes for the period from January 3, 2019 to December 31, 2019 has been recorded for any individual Series as all individual Series incurred net losses.  Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized.  The Company’s net deferred tax assets at December 31, 2019 are fully offset by a valuation allowance, and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2019 has been recognized. Losses incurred after January 1, 2019 do not expire for federal income tax purposes.

 

Reconciliation of the benefit for income taxes from continuing operations recorded in the consolidated statements of operations with the amounts computed at the statutory federal tax rates is shown below. RSE Archive has elected to be treated as a partnership; thus, for the period from January 3, 2019 to December 31, 2019 the only tax affected components of deferred tax assets and deferred tax liabilities related to closed Series.

 

Period from January 3, 2019 to December 31, 2019:

 

Applicable Series

Federal Tax Benefit at Statutory Rate

Change in Valuation Allowance

Benefit for Income Taxes

Series #52MANTLE

$ (127)

$ 127

$ -

Series #71MAYS

(63)

63

-

Series #RLEXPEPSI

(47)

47

-

Series #10COBB

(49)

49

-

Series #POTTER

(41)

41

-

Series #TWOCITIES

(30)

30

-

Series #FROST

(29)

29

-

Series #BIRKINBLU

(45)

45

-

Series #SMURF

(69)

69

-

Series #70RLEX

(22)

22

-

Series #EINSTEIN

(15)

15

-

Series #HONUS

(203)

203

-

Series #75ALI

(18)

18

-

Series #71ALI

(12)

12

-

Total

$ (770)

$ 770

$ -

 

 

 

 

 

 

 

 


F-97 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE G - INCOME TAX (CONTINUED)

 

Tax affected components of deferred tax assets and deferred tax liabilities at December 31, 2019, consisting of net operating losses, were as follows:

 

Federal Loss Carry-forward

Applicable Series

Federal Loss Carry-forward

Valuation Allowance

Net Deferred Tax Asset

Series #52MANTLE

$ (127)

$ 127

$ -

Series #71MAYS

(63)

63

-

Series #RLEXPEPSI

(47)

47

-

Series #10COBB

(49)

49

-

Series #POTTER

(41)

41

-

Series #TWOCITIES

(30)

30

-

Series #FROST

(29)

29

-

Series #BIRKINBLU

(45)

45

-

Series #SMURF

(69)

69

-

Series #70RLEX

(22)

22

-

Series #EINSTEIN

(15)

15

-

Series #HONUS

(203)

203

-

Series #75ALI

(18)

18

-

Series #71ALI

(12)

12

-

Total

$ (770)

$ 770

$ -

 

 

 

 

 

 

 

 

 

Based on consideration of the available evidence including historical losses a valuation allowance has been recognized to offset deferred tax assets, as management was unable to conclude that realization of deferred tax assets were more likely than not.

 


F-98 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE H - CONTINGENCIES

 

COVID-19

 

The extent of the impact and effects of the recent outbreak of the coronavirus (COVID‐19) on the operation and financial performance of our business are unknown. However, the Company does not expect that the outbreak will have a material adverse effect on our business or financial results at this time.

 

 

Restriction on Sale of Series #HONUS

 

·Without the Company’s prior written consent (which may be withheld in the Company’s sole discretion), the Asset Seller will not, directly or indirectly, offer, pledge, sell, transfer, hypothecate, mortgage, grant or encumber, sell or grant any option, purchase any option, enter into any arrangement or contract to do any of the foregoing, or otherwise transfer, dispose or encumber the Asset Seller’s Equity Interest.  

·Without the Asset Seller’s prior written consent, the Company will not sell the Underlying Asset within 36-months of the Closing.  

·The Company will not sell the Underlying Asset for a purchase price of less than $1,900,000.00 without the Asset Seller’s prior written consent.  

·For a 10 year period following the Closing, the Company (or our designee(s)) will have the right, exercisable at any time upon written notice to the Asset Seller, to repurchase from the Asset Seller the Asset Seller Equity Interest for a purchase price valuing the Series at no less than $1,900,000.00.  In the event the Company exercises this right, the Asset Seller will execute and deliver or cause to be executed and delivered to us such agreements or instruments as we may reasonably request, in order to facilitate such repurchase. 

·If the Underlying Asset is sold within 5 years of the Closing, the Company will use commercially reasonable efforts to include as a condition in the sale agreement relating to such sale that purchaser of the Underlying Asset must lend the Underlying Asset to the Asset Seller for 60 days per calendar year for a 24-month period post-sale.  The Company will have no further obligation to the Asset Seller once the Company sells the Underlying Asset. 


F-99 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE I - SUBSEQUENT EVENTS

 

Subsequent Offerings

The table below shows all offerings, which have closed after the date of the financial statements through March 31, 2020.

Series Interest

Series Name

Underlying Asset

Offering Size

Opening Date

Closing Date

Status

Comments

Series #88JORDAN Interest

Series Michael Jordan 1988 Sneakers

1988 Michael Jordan Nike Air Jordan III Sneakers

$ 22,000

1/19/2020

1/27/2019

Closed

• Purchase Agreement to acquire the Underlying Asset for $20,000 entered on 10/16/2019 with expiration on 12/16/2019
• $22,000 Offering closed on 1/27/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #56MANTLE Interest

Series 1956 Topps Mickey Mantle Card

1956 Topps #135 Mickey Mantle Card

$ 10,000

1/3/2020

3/11/2020

Closed

• Acquired Underlying Asset for $9,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager

• $10,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #BIRKINBOR Interest

Series Hermès Bordeaux Porosus Birkin Bag

2015 Hermès Birkin Bordeaux Shiny Porosus Crocodile with Gold Hardware

$ 52,500

2/14/2020

2/20/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $50,000 entered on 11/20/2019
• Down-payment of $12,500 on 12/26/2019 and final payment of $37,500 on 1/7/2020 were made and financed through non-interest-bearing payments from the Manager
• $52,500 Offering closed on 02/20/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #33RUTH Interest

Series 1933 Goudey Babe Ruth Card

1933 Goudey #144 Babe Ruth Card

$ 77,000

2/21/2020

2/26/2020

Closed

• Acquired Underlying Asset for $74,000 on 11/26/2019 financed through a non-interest-bearing payment from the Manager

Series #SPIDER1 Interest

Series 1963 Amazing Spider-Man #1

1963 Marvel Comics Amazing Spider-Man #1 CGC FN+ 6.5

$22,000 

2/28/2020

3/4/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $20,000 entered on 11/27/2019
• Down-payment of $5,000 on 11/27/2019 and final payment of $15,000 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $22,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #BATMAN3 Interest

Series 1940 Batman #3

1940 D.C. Comics Batman #3 CGC NM 9.4

$78,000 

2/28/2020

3/4/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $75,000 entered on 11/27/2019
• Down-payment of $18,750 on 11/27/2019 and final payment of $56,250 on 1/3/2020 were made and financed through non-interest-bearing payments from the Manager
• $78,000 Offering closed on 3/4/2020 and payments made by the Manager and other Obligations were paid through the proceeds


F-100 


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE I - SUBSEQUENT EVENTS (CONTINUED)

 

Series Interest

Series Name

Underlying Asset

Offering Size

Opening Date

Closing Date

Status

Comments

Series #AGHOWL Interest

Series Howl and Other Poems

First Edition Howl and Other Poems

$19,000 

3/6/2020

3/11/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $15,500 entered on 7/30/2019
• Down-payment of $2,300 on 8/9/2019 and final payment of $13,200 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,000 Offering closed on 3/11/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #ROOSEVELT Interest

Series African Game Trails

First Edition African Game Trails

$19,500 

3/6/2020

3/10/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $17,000 entered on 7/30/2019
• Down-payment of $2,550 on 8/9/2019 and final payment of $14,450 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $19,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #ULYSSES Interest

Series Ulysses

1935 First Edition Ulysses

$25,500 

3/6/2020

3/10/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $22,000 entered on 7/30/2019
• Down-payment of $3,400 on 8/9/2019 and final payment of $18,600 on 10/11/2019 were made and financed through non-interest-bearing payments from the Manager
• $25,500 Offering closed on 3/10/2020 and payments made by the Manager and other Obligations were paid through the proceeds

Series #98JORDAN Interest

Series Michael Jordan Jersey

1998 Michael Jordan Jersey

$128,000 

3/13/2020

3/22/2020

Closed

• Purchase Option Agreement to acquire Underlying Asset for $120,000 entered on 4/26/2019
• Down-payment of $60,000 on 5/2/2019 and final payment of $60,000 on 07/1/2019 were made and financed through non-interest-bearing payments from the Manager

• $128,000 Offering closed on 3/22/2020 and payments made by the Manager and other Obligations were paid through the proceeds

 

The Company expects to launch and close additional offerings throughout the remainder of the year and beyond.

 

Asset Disposition

 

On February 1, 2020, the Company received an unsolicited take-over offer for Series “Fight of The Century” Contract, the Underlying Asset for Series #71ALI, in the amount of $40,000. Per the terms of the Company’s Operating Agreement, the Company, together with the Company’s advisory board has evaluated the offer and has determined that it is in the interest of the Investors to sell the Series “Fight of The Century” Contract. The purchase and sale agreement was executed on February 7, 2020.


F-101


RSE ARCHIVE, LLC

 

Notes to Consolidated Financial Statements


NOTE J - RESTATEMENT

 

During the period from January 3, 2019 to December 31, 2019, the Company incorrectly included the non-cash membership interests issued  as part of the total consideration issued by the Company to the  sellers of Series #HONUS and Series #71MAYS, in the statements of cash flows, for each of these two individual Series and in the consolidated statement of the Company.  As a result, the Cash Flows from Investing Activities and Cash Flows from Financing Activities for these two Series and the consolidated amounts have been restated to appropriately reflect the amount of cash consideration that was (i) paid for the specific assets and recorded as Investment in Memorabilia in Cash Flows from Investing Activities, and (ii) received by the Series through the offering of membership interests and recorded as Proceeds from Sale of Membership Interest in Cash Flows from Financing Activities.  The error had no effect on the consolidated balance sheets, consolidated statements of operations, and consolidated statements of members’ equity (deficit).

 

The specific adjustments related to each Series and the total consolidated amounts of the Company in the Statement of Cash Flows follows:

 

 

 

Series #HONUS

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($500,028)

 

$275,028

 

($225,000)

    Net cash used in investing activities

 

($500,028)

 

$275,028

 

($225,000)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$505,328

 

($275,028)

 

$230,300

    Net cash provided by financing activities

 

$505,328

 

($275,028)

 

$230,300

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series #71MAYS

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($52,500)

 

$5,250

 

($47,250)

    Net cash used in investing activities

 

($52,500)

 

$5,250

 

($47,250)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$54,100

 

($5,250)

 

$48,850

    Net cash provided by financing activities

 

$54,100

 

($5,250)

 

$48,850

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

 

As Originally Filed

 

Adjustment

 

As Restated

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

    Investment in memorabilia

 

($1,301,928)

 

$280,278

 

($1,021,650)

    Net cash used in investing activities

 

($1,584,178)

 

$280,278

 

($1,303,900)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

    Proceeds from sale of membership interests

 

$1,030,158

 

($280,278)

 

$749,880

    Net cash provided by financing activities

 

$1,608,178

 

($280,278)

 

$1,327,900


F-101



EXHIBIT INDEX

 

Exhibit 2.1 – Certificate of Formation for RSE Archive, LLC (1)

Exhibit 2.2 – Amended and Restated Operating Agreement for RSE Archive, LLC (3)

Exhibit 2.3 – Certificate of Formation for RSE Archive Manager, LLC (1)

Exhibit 2.4 – Operating Agreement for RSE Archive Manager, LLC (2)

Exhibit 3.1 – Form of Series Designation (1)

Exhibit 4.1 – Amended and Restated Form of Subscription Agreement (4)

Exhibit 6.1 – Amended and Restated Form of Asset Management Agreement (9)

Exhibit 6.2 – Broker of Record Agreement (1)

Exhibit 6.3 Purchase Option Agreement in respect of Series #10COBB Asset (1)

Exhibit 6.4 Purchase Option Agreement in respect of Series #52MANTLE Asset (1)

Exhibit 6.5 Purchase Option Agreement in respect of Series #71ALI Asset (1)

Exhibit 6.6 Purchase Option Agreement in respect of Series #71MAYS Asset (1)

Exhibit 6.7 Purchase Option Agreement in respect of Series #98JORDAN Asset (1)

Exhibit 6.8 Purchase Option Agreement in respect of Series #AGHOWL Asset (1)

Exhibit 6.9 Purchase Option Agreement in respect of Series #EINSTEIN Asset (1)

Exhibit 6.10 Purchase Option Agreement in respect of Series #FROST Asset (1)

Exhibit 6.11 Purchase Option Agreement in respect of Series #POTTER Asset (1)

Exhibit 6.12 Purchase Option Agreement in respect of Series #ROOSEVELT Asset (1)

Exhibit 6.13 Purchase Option Agreement in respect of Series #TWOCITIES Asset (1)

Exhibit 6.14 Purchase Option Agreement in respect of Series #ULYSSES Asset (1)

Exhibit 6.15 Purchase Option Agreement in respect of Series #YOKO Asset (1)

Exhibit 6.16 Purchase Agreement in respect of Series #70RLEX Asset (3)

Exhibit 6.17 Purchase Agreement in respect of Series #RLEXPEPSI Asset (3)

Exhibit 6.18 Purchase Agreement in respect of Series #SMURF Asset (5)

Exhibit 6.19 Purchase Agreement in respect of Series #APEOD Asset (5)

Exhibit 6.20 Purchase Agreement in respect of Series #APROAK Asset (5)

Exhibit 6.21 Purchase Option Agreement in respect of Series #15PTKWT Asset (5)

Exhibit 6.22 Purchase Agreement in respect of Series #18ZION Asset (5)

Exhibit 6.23 Purchase Agreement in respect of Series #75ALI Asset (5)

Exhibit 6.24 Purchase Agreement in respect of Series #88JORDAN Asset (5)

Exhibit 6.25 Purchase Agreement in respect of Series #APOLLO11 Asset (5)

Exhibit 6.26 Purchase Agreement in respect of Series #BIRKINBLEU Asset (5)

Exhibit 6.27 Purchase Agreement in respect of Series #SNOOPY Asset (6)

Exhibit 6.28 Purchase Option Agreement in respect of Series #HONUS Asset (6)

Exhibit 6.29 Purchase Agreement in respect of Series #24RUTHBAT Asset (7)

Exhibit 6.30 Purchase Agreement in respect of Series #33RUTH Asset (7)

Exhibit 6.31 Purchase Agreement in respect of Series #56MANTLE Asset (7)

Exhibit 6.32 Purchase Option Agreement in respect of Series #BIRKINBOR Asset (7)

Exhibit 6.33 Purchase Option Agreement in respect of Series #HIMALAYA Asset (7)

Exhibit 6.34 Purchase Option Agreement in respect of Series #SPIDER1 Asset (7)

Exhibit 6.35 Purchase Option Agreement in respect of Series #BATMAN3 Asset (7)

Exhibit 6.36 Purchase Agreement in respect of Series #BOND1 Asset (8)

Exhibit 6.37 Purchase Agreement in respect of Series #CATCHER Asset (8)

Exhibit 6.38 Purchase Agreement in respect of Series #LOTR Asset (8)

Exhibit 6.40 Purchase Agreement in respect of Series #AMZFNT1 Asset (8)

Exhibit 6.41 Purchase Agreement in respect of Series #HULK1 Asset (8)

Exhibit 6.42 Purchase Agreement in respect of Series #BATMAN1 Asset (8)

Exhibit 6.43 Purchase Agreement in respect of Series #55CLEMENTE Asset (8)

Exhibit 6.44 Purchase Agreement in respect of Series #38DIMAGGIO Asset (8)

Exhibit 6.45 Purchase Agreement in respect of Series #RUTHBALL1 Asset (8)

Exhibit 6.46 Purchase Agreement in respect of Series #86JORDAN Asset (9)

Exhibit 6.47 Purchase Agreement in respect of Series #GMTBLACK1 Asset (9)


III-1



Exhibit 6.48 Purchase Agreement in respect of Series #SHKSPR4 Asset (9)

Exhibit 6.49 Purchase Agreement in respect of Series #50JACKIE Asset (9)

Exhibit 6.50 Purchase Agreement in respect of Series #POKEMON1 Asset (9)

Exhibit 6.51 Purchase Option Agreement in respect of Series #FANFOUR1 Asset (9)

Exhibit 6.52 Purchase Agreement in respect of Series #CHURCHILL Asset (9)

Exhibit 6.53 Purchase Agreement in respect of Series #ANMLFARM Asset (9)

Exhibit 6.54 Purchase Option Agreement in respect of Series #CAPTAIN3 Asset (9)

Exhibit 6.55 Purchase Option Agreement in respect of Series #SUPER21 Asset (9)

Exhibit 6.56 Purchase Option Agreement in respect of Series #SOBLACK Asset (9)

Exhibit 6.57 Purchase Option Agreement in respect of Series #FAUBOURG Asset (9)

Exhibit 6.58 Purchase Option Agreement in respect of Series #BIRKINTAN Asset (9)

Exhibit 6.59 – (15)

Exhibit 6.60 - Purchase Agreement in respect of Series #56TEDWILL Asset (10)

Exhibit 6.61 - Purchase Agreement in respect of Series #03LEBRON Asset (10)

Exhibit 6.62 - Purchase Agreement in respect of Series #03JORDAN Asset (10)

Exhibit 6.63 - Purchase Agreement in respect of Series #68MAYS Asset (10)

Exhibit 6.64 - Purchase Agreement in respect of Series #51MANTLE Asset (10)

Exhibit 6.65 - Purchase Option Agreement in respect of Series #85MARIO Asset (10)

Exhibit 6.66 - Purchase Agreement in respect of Series #TKAM Asset (10)

Exhibit 6.67 - Purchase Option Agreement in respect of Series #TMNT1 Asset (10)

Exhibit 6.68 - Purchase Agreement in respect of Series #LINCOLN Asset (10)

Exhibit 6.69 - Purchase Agreement in respect of Series #61JFK Asset (10)

Exhibit 6.70 - Purchase Option Agreement in respect of Series #GATSBY Asset (10)

Exhibit 6.71 - Purchase Option Agreement in respect of Series #NEWTON Asset (10)

Exhibit 6.72 - Purchase Agreement in respect of Series #BATMAN6 Asset (10)

Exhibit 6.73 - Purchase Agreement in respect of Series #STARWARS1 Asset (10)

Exhibit 6.74 - Purchase Agreement in respect of Series #DAREDEV1 Asset (10)

Exhibit 6.75 - Purchase Option Agreement in respect of Series #ALICE Asset (11)

Exhibit 6.76 - Purchase Agreement in respect of Series #14DRC Asset (11)

Exhibit 6.77 - Purchase Agreement in respect of Series #05LATOUR Asset (11)

Exhibit 6.78 - Purchase Agreement in respect of Series #16PETRUS Asset (11)

Exhibit 6.79 - Purchase Agreement in respect of Series #16SCREAG Asset (11)

Exhibit 6.80 - Purchase Option Agreement in respect of Series #HALONFR Asset (11)

Exhibit 6.81 - Purchase Agreement in respect of Series #03KOBE Asset (11)

Exhibit 6.82 - Purchase Agreement in respect of Series #86RICE Asset (11)

Exhibit 6.83 - Purchase Agreement in respect of Series #AVENGERS1 Asset (11)

Exhibit 6.84 - Purchase Agreement in respect of Series #SUPER14 Asset (11)

Exhibit 6.85 - Purchase Agreement in respect of Series #94JETER Asset (11)

Exhibit 6.86 - Purchase Agreement in respect of Series #62MANTLE Asset (11)

Exhibit 6.87 - Purchase Agreement in respect of Series #DUNE Asset (11)

Exhibit 6.88 - Purchase Agreement in respect of Series #TOS39 Asset (11)

Exhibit 6.89 - Purchase Option Agreement in respect of Series #2020TOPPS Asset (11)

Exhibit 6.90 - Purchase Agreement in respect of Series #93DAYTONA Asset (11)

Exhibit 6.91 - Purchase Agreement in respect of Series #TORNEK Asset (11)

Exhibit 6.92 - Purchase Agreement in respect of Series #57STARR Asset (11)

Exhibit 6.93 - Purchase Agreement in respect of Series #57MANTLE Asset (11)

Exhibit 6.94 - Purchase Agreement in respect of Series #39TEDWILL Asset (11)

Exhibit 6.95 - Purchase Agreement in respect of Series #37HEISMAN Asset (12)

Exhibit 6.96 - Purchase Agreement in respect of Series #JUSTICE1 Asset (12)

Exhibit 6.97 - Purchase Agreement in respect of Series #AF15 Asset (12)

Exhibit 6.98 - Purchase Agreement in respect of Series #59JFK Asset (12)

Exhibit 6.99 - Purchase Agreement in respect of Series #CLEMENTE2 Asset (12)

Exhibit 6.100 - Purchase Agreement in respect of Series #SPIDER10 Asset (12)

Exhibit 6.101 - Purchase Agreement in respect of Series #GRAPES Asset (12)

Exhibit 6.102 - Purchase Agreement in respect of Series #09TROUT Asset (12)

Exhibit 6.103 - Purchase Agreement in respect of Series #JOBSMAC Asset (12)


III-2



Exhibit 6.104 - Purchase Agreement in respect of Series #AVENGE57 Asset (12)

Exhibit 6.105 - Purchase Agreement in respect of Series #PICNIC Asset (12)

Exhibit 6.106 - Purchase Agreement in respect of Series #79STELLA Asset (12)

Exhibit 6.107 - Purchase Agreement in respect of Series #KEROUAC Asset (13)

Exhibit 6.108 - Purchase Agreement in respect of Series #09BEAUX Asset (13)

Exhibit 6.109 - Purchase Agreement in respect of Series #13BEAUX Asset (13)

Exhibit 6.110 - Purchase Agreement in respect of Series #09RBLEROY Asset (13)

Exhibit 6.111 - Purchase Agreement in respect of Series #00MOUTON Asset (13)

Exhibit 6.112 - Purchase Agreement in respect of Series #11BELAIR Asset (13)

Exhibit 6.113 - Purchase Agreement in respect of Series #06BRM Asset (13)

Exhibit 6.114 - Purchase Agreement in respect of Series #17DUJAC Asset (13)

Exhibit 6.115 - Purchase Agreement in respect of Series #00NEWMAN Asset (13)

Exhibit 6.116 - Purchase Agreement in respect of Series #NASA1 Asset (13)

Exhibit 6.117 - Purchase Agreement in respect of Series #03KOBE2 Asset (13)

Exhibit 6.118 - Purchase Agreement in respect of Series #FAUBOURG2 Asset (13)

Exhibit 6.119 - Amended and Restated Upper90 Secured Demand Promissory Term Note (16)

Exhibit 6.120 - Purchase Agreement in respect of Series #03TACHE Asset (17)

Exhibit 6.121 - Purchase Agreement in respect of Series #04LEBRON Asset (17)

Exhibit 6.122 - Purchase Agreement in respect of Series #THOR Asset (17)

Exhibit 6.123 - Purchase Agreement in respect of Series #85NES Asset (17)

Exhibit 6.124 - Purchase Agreement in respect of Series #WILDGUN Asset (17)

Exhibit 6.125 - Purchase Agreement in respect of Series #88MARIO Asset (17)

Exhibit 6.126 - Purchase Agreement in respect of Series #GOLDENEYE Asset (17)

Exhibit 6.127 - Purchase Agreement in respect of Series #13MUSIGNY Asset (17)

Exhibit 6.128 - Purchase Agreement in respect of Series #DIMAGGIO2 Asset (17)

Exhibit 6.129 - Purchase Agreement in respect of Series #85JORDAN Asset (17)

Exhibit 6.130 - Purchase Agreement in respect of Series #00BRADY Asset (17)

Exhibit 6.131 - Purchase Agreement in respect of Series #34GEHRIG Asset (17)

Exhibit 6.132 - Purchase Agreement in respect of Series #69KAREEM Asset (17)

Exhibit 6.133 - Purchase Agreement in respect of Series #16KOBE Asset (17)

Exhibit 6.134 - Purchase Agreement in respect of Series #MOONSHOE Asset (18)

Exhibit 6.135 - Purchase Agreement in respect of Series #70AARON Asset (18)

Exhibit 6.136 - Purchase Agreement in respect of Series #13GIANNIS Asset (18)

Exhibit 6.137 - Purchase Agreement in respect of Series #03LEBRON2 Asset (18)

Exhibit 6.138 - Purchase Agreement in respect of Series #BULLSRING Asset (18)

Exhibit 6.139 - Purchase Agreement in respect of Series #09COBB Asset (18)

Exhibit 6.140 - Purchase Agreement in respect of Series #18LAMAR Asset (18)

Exhibit 6.141 - Purchase Agreement in respect of Series #51HOWE Asset (18)

Exhibit 6.142 - Purchase Agreement in respect of Series #86FLEER Asset (18)

Exhibit 6.143 - Purchase Agreement in respect of Series #58PELE Asset (18)

Exhibit 6.144 - Purchase Agreement in respect of Series #58PELE2 Asset (18)

Exhibit 6.145 - Purchase Agreement in respect of Series #04MESSI Asset (18)

Exhibit 6.146 - Purchase Agreement in respect of Series #99TMB2 Asset (18)

Exhibit 6.147 - Purchase Agreement in respect of Series #98KANGA Asset (18)

Exhibit 6.148 - Purchase Agreement in respect of Series #FEDERAL Asset  (18)

Exhibit 6.149 - Bill of Sale in respect of Series #59BOND

Exhibit 6.150 - Bill of Sale in respect of Series #62BOND

Exhibit 6.151 - Purchase Agreement in respect of Series #DEATON

Exhibit 6.152 - Purchase Agreement in respect of Series #XMEN1

Exhibit 6.153 - Bill of Sale in respect of Series #ICECLIMB

Exhibit 6.154 - Purchase Agreement in respect of Series #PUNCHOUT

Exhibit 6.155 - Purchase Agreement in respect of Series #POKEBLUE

Exhibit 6.156 - Bill of Sale in respect of Series #98GTA

Exhibit 6.157 - Bill of Sale in respect of Series #FOSSILBOX

Exhibit 6.158 - Bill of Sale in respect of Series #96CHARZRD

Exhibit 6.159 - Bill of Sale in respect of Series #JUNGLEBOX


III-4



Exhibit 6.160 - Bill of Sale in respect of Series #01TIGER

Exhibit 6.161 - Upper90 Credit and Guaranty Agreement

Exhibit 8.1 – Subscription Escrow Agreement (1)

Exhibit 8.2 Custodian Agreement with DriveWealth, LLC (5)

Exhibit 11.1 – Consent of EisnerAmper LLP

Exhibit 12.1 – Opinion of Duane Morris LLP

Exhibit 13.1 – Amended and Restated Testing the Water Materials (3)

 

(1)Previously filed as an Exhibit to the Company’s Form 1-A filed with the Commission on August 13, 2019 

(2)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 19, 2019  

(3)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 16, 2019 

(4)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 4, 2019 

(5)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on October 21, 2019 

(6)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on November 15, 2019 

(7)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on December 5, 2019 

(8)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on February 7, 2020 

(9)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on March 31, 2020 

(10)Previously filed as an Exhibit to the Company's Form1-A/A filed with the Commission on May 26, 2020 

(11)Previously filed as an exhibit to the Company’s Form1-A/A filed with the Commission on July 10, 2020 

(12)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on August 7, 2020 

(13)Previously filed as an Exhibit to the Company’s Form 1-A/A filed with the Commission on September 15, 2020 

(14)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on September 28, 2020 

(15)Exhibit 6.59 has been restated and replaced in its entirety with Exhibit 6.119 

(16)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on October 8, 2020 

(17)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on October 15, 2020 

(18)Previously filed as an Exhibit to the Company’s Form1-A/A filed with the Commission on November 10, 2020 


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 ARCHIVE MANAGER, LLC

By: RSE Markets, Inc., its managing member

 

 

By: /s/ George J. Leimer

Name: George J. Leimer

Title: Chief Executive Officer

This report has been signed by the following persons in the capacities and on the dates indicated.

Signature

Title

Date

 

 

 

 

/s/ George J. Leimer                      

Name: George J. Leimer

Chief Executive Officer of RSE Markets, Inc.

(Principal Executive Officer)

 

December 10, 2020

 

 

 

 

 

/s/ Maximilian F. Niederste-Ostholt

Name: Maximilian F. Niederste-Ostholt

Chief Financial Officer of

RSE Markets, Inc.

(Principal Financial Officer)

 

December 10, 2020

 

RSE ARCHIVE MANAGER, LLC

 

 

 

 

By: /s/ George J. Leimer                

Name: George J. Leimer

Title: Chief Executive Officer

 

Managing Member

December 10, 2020

 


EX1A-6 MAT CTRCT 3 rseaex6z149.htm BILL OF SALE IN RESPECT OF SERIES #59BOND ASSET

RALLY


Bill of Sale

 

As of November 23, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#59BOND

Description:

1959 First Edition Dedication copy of Goldfinger by Ian Fleming

Total Acquisition Cost:

$         68,584.04

Consideration:

Cash (%)

Equity (%)

Total

 

$         68,584.04 (100%)

$         0 (0%)

$         68,584.04 (100%)


EX1A-6 MAT CTRCT 4 rseaex6z150.htm BILL OF SALE IN RESPECT OF SERIES #62BOND ASSET

RALLY


Bill of Sale

 

As of November 23, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Sotheby’s (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#62BOND

Description:

1962 First Edition Presentation copy of The Spy Who Loved Me by Ian Fleming inscribed to Robert Kennedy

Total Acquisition Cost:

$         76,817.11

Consideration:

Cash (%)

Equity (%)

Total

 

$         76,817.11 (100%)

$         0 (0%)

$         76,817.11 (100%)

 

 

 

 

 

 

 

EX1A-6 MAT CTRCT 5 rseaex6z151.htm PURCHASE AGREEMENT IN RESPECT OF SERIES #DEATON ASSET

RALLY


Exclusive Purchase Agreement

 

As of November 18th, 2020

 

This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us” or “we”) and GeoDecor (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).

 

Key Deal Points:

§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability. 

§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below. 

 

Your Rights & Obligations:

§You maintain possession of the Asset(s) until we take delivery. 

§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement. 

§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials.  Marketing materials remain our property. 

§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale The Seller will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”. 

 

The Results:

§On the due date set forth in this agreement you will receive payment of the Consideration for the associated Asset, as outlined below, and we will assume title in, and take possession of, the Asset(s), unless otherwise mutually agreed by you and us. 

 

Other:

§This Purchase Agreement may be modified or amended only with the prior written consent of both Purchaser and Seller. 


1


RALLY


Asset:

Mounted Triceratops prorsus specimen skull

Description:

Nickname: “Deaton”

Dimensions: 86in x 48in x 81in on a custom steel frame

Total Acquisition Cost:

$ 250,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$ 250,000 (100%)

(0%)

$ 250,000

 

 

 

 

 

 

Acknowledged and Agreed:

 

 

 

By: /s/ George Leimer

 

By: /s/ Thomas Lindgren

RSE Archive, LLC

 

SELLER

Name:George Leimer 

 

Name: Thomas Lindgren

Title: Chief Executive Officer 

 

Title: Principal


2

 

 

EX1A-6 MAT CTRCT 6 rseaex6z152.htm PURCHASE AGREEMENT IN RESPECT OF SERIES #XMEN1 ASSET

RALLY


Exclusive Purchase Agreement

 

As of November 12th, 2020

 

This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us” or “we”) and Metropolis Collectibles Inc. (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).

 

Key Deal Points:

§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability. 

§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below. 

 

Your Rights & Obligations:

§You maintain possession of the Asset(s) until we take delivery. 

§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement. 

§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials.  Marketing materials remain our property. 

§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale The Seller will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”. 

 

The Results:

§On the due date set forth in this agreement you will receive payment of the Consideration for the associated Asset, as outlined below, and we will assume title in, and take possession of, the Asset(s), unless otherwise mutually agreed by you and us. 

 

Other:

§This Purchase Agreement may be modified or amended only with the prior written consent of both Purchaser and Seller. 


1


RALLY


Asset:

X-Men #1

Description:

Grade: CGC NM 9.4

Cert #: 1615570001

Total Acquisition Cost:

$ 215,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$ 215,000 (100%)

(0%)

$ 215,000

 

 

 

 

 

 

Acknowledged and Agreed:

 

 

 

By: /s/ George Leimer

 

By: /s/ Vincent Zurzolo

RSE Archive, LLC

 

SELLER

Name:George Leimer 

 

Name: Vincent Zurzolo

Title: Chief Executive Officer 

 

Title: Principal


2

 

 

EX1A-6 MAT CTRCT 7 rseaex6z153.htm BILL OF SALE IN RESPECT OF SERIES #ICECLIMB ASSET

RALLY


Bill of Sale

 

As of November 4, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Eric Naierman (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#ICECLIMB

Description:

1985 NES Ice Climber Wata 9.0 A video game

Total Acquisition Cost:

$         70,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         70,000.00 (100%)

$         0 (0%)

$         70,000.00 (100%)

 

 

 

 

 

 

 

EX1A-6 MAT CTRCT 8 rseaex6z154.htm PURCHASE AGREEMENT IN RESPECT OF SERIES #PUNCHOUT ASSET

RALLY


Exclusive Purchase Agreement

 

As of November 10th, 2020

 

This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us” or “we”) and Brian Nocenti (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).

 

Key Deal Points:

§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability. 

§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below. 

 

Your Rights & Obligations:

§You maintain possession of the Asset(s) until we take delivery. 

§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement. 

§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials.  Marketing materials remain our property. 

§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale The Seller will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”. 

 

The Results:

§On the due date set forth in this agreement you will receive payment of the Consideration for the associated Asset, as outlined below, and we will assume title in, and take possession of, the Asset(s), unless otherwise mutually agreed by you and us. 

 

Other:

§This Purchase Agreement may be modified or amended only with the prior written consent of both Purchaser and Seller. 


1


RALLY


Asset:

Mike Tyson’s Punch-Out!! Wata 9.4 A+

Description:

Cert No.: 575877-104

Total Acquisition Cost:

$ 80,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$ 80,000 (100%)

(0%)

$ 80,000

 

 

 

 

 

 

Acknowledged and Agreed:

 

 

 

By: /s/ George Leimer

 

By: /s/ Brian Nocenti

RSE Archive, LLC

 

SELLER

Name:George Leimer 

 

Name: Brian Nocenti

Title: Chief Executive Officer 

 

Title: Principal


2

 

 

EX1A-6 MAT CTRCT 9 rseaex6z155.htm PURCHASE AGREEMENT IN RESPECT OF SERIES #POKEBLUE ASSET

RALLY


Exclusive Purchase Agreement

 

As of November 10th, 2020

 

This exclusive purchase agreement (the “Purchase Agreement”) is made between RSE Archive, LLC (“Purchaser” or “us” or “we”) and Brian Nocenti (“Seller” or “you”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”).

 

Key Deal Points:

§You are the exclusive, unencumbered owner of the Asset(s), and you have honestly and accurately represented the Asset(s) to the best of your knowledge and ability. 

§We have agreed with you to a purchase price and form of consideration to be paid for each Asset, as outlined below. 

 

Your Rights & Obligations:

§You maintain possession of the Asset(s) until we take delivery. 

§You will store, maintain, and insure the Asset(s) as part of your inventory and consistent with the manner in which they were stored, maintained, and insured prior to the date of this Purchase Agreement. 

§You will provide us with reasonable access to the Asset(s) for the creation of marketing materials.  Marketing materials remain our property. 

§You will not advertise the Asset(s) online, in print, on social media, or with a third-party dealer or listing service without our prior written agreement. If the Asset(s) is already listed or advertised for sale The Seller will remove such listing or advertisement in its entirety, including any residual mention of item being "for sale”. 

 

The Results:

§On the due date set forth in this agreement you will receive payment of the Consideration for the associated Asset, as outlined below, and we will assume title in, and take possession of, the Asset(s), unless otherwise mutually agreed by you and us. 

 

Other:

§This Purchase Agreement may be modified or amended only with the prior written consent of both Purchaser and Seller. 


1


RALLY


Asset:

Pokémon Blue – Y Fold box, White ESRB

Description:

Ungraded

Total Acquisition Cost:

$ 20,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$ 20,000 (100%)

(0%)

$ 20,000

 

 

 

 

 

 

Acknowledged and Agreed:

 

 

 

By: /s/ George Leimer

 

By: /s/ Brian Nocenti

RSE Archive, LLC

 

SELLER

Name:George Leimer 

 

Name: Brian Nocenti

Title: Chief Executive Officer 

 

Title: Principal


2

 

 

EX1A-6 MAT CTRCT 10 rseaex6z156.htm BILL OF SALE IN RESPECT OF SERIES #98GTA ASSET

RALLY


Bill of Sale

 

As of November 19, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#98GTA

Description:

1998 PlayStation Grand Theft Auto Video Game graded Wata 9.8 A+

Total Acquisition Cost:

$         13,200.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         13,200.00 (100%)

$         0 (0%)

$         13,200.00 (100%)

 

 

 

 

 

 

 

EX1A-6 MAT CTRCT 11 rseaex6z157.htm BILL OF SALE IN RESPECT OF SERIES #FOSSILBOX ASSET

RALLY


Bill of Sale

 

As of November 19, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and Heritage Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#FOSSILBOX

Description:

1999 Pokémon 1st Edition Fossil Set Sealed Booster Box

Total Acquisition Cost:

$         18,000.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         18,000.00 (100%)

$         0 (0%)

$         18,000.00 (100%)


EX1A-6 MAT CTRCT 12 rseaex6z158.htm BILL OF SALE IN RESPECT OF SERIES #96CHARZRD ASSET

RALLY


Bill of Sale

 

As of November 25, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#96CHARZRD

Description:

1996 Pokemon Japanese Base Set No Rarity Symbol Holo Charizard #6 PSA MINT 9

Total Acquisition Cost:

$         57,877.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         57,877.00 (100%)

$         0 (0%)

$         57,877.00 (100%)

 

 

 

 

 

 

 

EX1A-6 MAT CTRCT 13 rseaex6z159.htm BILL OF SALE IN RESPECT OF SERIES #JUNGLEBOX ASSET

RALLY


Bill of Sale

 

As of November 30, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#JUNGLEBOX

Description:

1999 Pokemon Jungle Booster Box

Total Acquisition Cost:

$         30,100.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         30,100.00 (100%)

$         0 (0%)

$         30,100.00 (100%)

 

 

 

 

 

 

 

EX1A-6 MAT CTRCT 14 rseaex6z160.htm BILL OF SALE IN RESPECT OF SERIES #01TIGER ASSET

RALLY


Bill of Sale

 

As of November 23, 2020

 

This bill of sale (the “Bill of Sale”) records the purchase between RSE Archive, LLC (“Purchaser” or “us”) and PWCC Auctions (“Seller”) with regard to the assets described below (each individually an “Asset”, collectively the “Assets”). This Bill of Sale may be modified or amended only with the prior written consent of Purchaser.

 

Asset:

#01TIGER

Description:

2001 SP Authentic #45 Tiger Woods Autographed Rookie Card graded BGS GEM MINT 9.5

Total Acquisition Cost:

$         15,600.00

Consideration:

Cash (%)

Equity (%)

Total

 

$         15,600.00 (100%)

$         0 (0%)

$         15,600.00 (100%)


EX1A-6 MAT CTRCT 15 rseaex6z161.htm UPPER90 CREDIT AND GUARANTY AGREEMENT

EXECUTION VERSION


 

 

 

 

 

 

CREDIT AND GUARANTY AGREEMENT

 

 

 

dated as of November 24, 2020

 

 

 

by and among

 

 

UPPER90 CAPITAL MANAGEMENT, LP

 

 

as Agent,

 

 

the financial institutions from time to time party hereto as Lenders,

 

 

RALLY HOLDINGS LLC,
a Delaware limited liability company,

 

as Borrower

 

and

 

RSE MARKETS, INC.,
a Delaware corporation (d/b/a Rally Rd.)

as Holdings and a Guarantor

 

 

 

 

 

 

 



TABLE OF CONTENTS

 

1.Definitions1 

1.2Terms Generally19 

1.3Accounting Terms; GAAP; UCC; Currency20 

1.4Pro Forma Calculations21 

1.5Times of Day21 

1.6Timing of Payment or Performance21 

1.7Divisions22 

2.Loan.22 

2.1Conversion of Existing U90 Note22 

2.2Term Loans (Multi-Draw)22 

2.3Incremental Facilities.22 

2.4Borrowing Requests24 

2.5Evidence of Loans.25 

3.Credit Terms.25 

3.1Repayment of Principal25 

3.2Interest.25 

3.3Prepayments.26 

3.4Payments27 

3.5Application of Payments27 

3.6Taxes28 

3.7Defaulting Lenders.31 

4.The Closing; Conditions to Closing.32 

4.1Closing32 

4.2Conditions to Subsequent Credit Extensions35 

5.Representations and Warranties37 

5.1Existence and Rights37 

5.2Agreement Authorized37 

5.3Capitalization; Investments.37 

5.4Solvency38 

5.5Litigation38 

5.6Financial Statements.38 

5.7Holdings’ Assets and Liabilities; Borrower’s Conduct of Business38 

5.8Contracts39 


i



5.9Employee Benefit Plans39 

5.10Compliance with Laws, Instruments, Etc39 

5.11Eligible Inventory; Inventory Generally39 

5.12Brokers40 

5.13Taxes40 

5.14Insurance40 

5.15Related Transactions40 

5.16Disclosure40 

5.17Investment Companies40 

5.18Sanctions; Anti-Money Laundering Laws40 

5.19Regulations U and X; Use of Proceeds40 

6.Affirmative Covenants41 

6.1Taxes41 

6.2Maintain Rights and Facilities41 

6.3Insurance; Key Man Insurance41 

6.4Financial Reports41 

6.5Board Observer Rights43 

6.6Compliance with Instruments, Material Contracts, Laws, Etc44 

6.7Notices44 

6.8Information Rights; Inspection44 

6.9Use of Proceeds45 

6.10Joinder of New Loan Parties45 

6.11Further Assurances45 

6.12Landlord Waivers; Collateral Access Agreements45 

6.13Cash Management46 

6.14Post-Closing Conditions Subsequent46 

7.Negative Covenants46 

7.1Redemptions and Distributions46 

7.2Operations47 

7.3Acquisition or Sale of Business; Merger, Consolidation or Joint Venture; Investments47 

7.4Amendments or Changes in Charter or Agreements48 

7.5Dealings with Affiliates48 

7.6Employee Benefit Plans48 

7.7Permitted Indebtedness48 


ii



7.8Liens49 

7.9Changes in Business; Fiscal Year; Internal Credit and Underwriting Policies.50 

7.10Business of Holdings, the Borrower and the Subsidiaries50 

7.11Financial Covenants.51 

8.Events of Default and Remedies.52 

8.1Events of Default52 

8.2Acceleration53 

8.3[Reserved]53 

8.4Remedies Cumulative53 

8.5Set Off54 

9.Guaranty.54 

9.1Guaranty of the Obligations54 

9.2Contribution by Guarantors54 

9.3Payment by Guarantors55 

9.4Liability of Guarantors Absolute55 

9.5Waivers by Guarantor57 

9.6Guarantors’ Rights of Subrogation, Contribution, Etc58 

9.7Subordination of Other Obligations58 

9.8Continuing Guaranty59 

9.9Authority of Guarantors or Borrower59 

9.10Financial Condition of Borrower59 

9.11Bankruptcy, Etc.59 

9.12Discharge of Guaranty Upon Sale of Guarantor60 

9.13[Reserved]60 

9.14Maximum Liability60 

10.[Reserved]60 

11.Agent.60 

11.1Appointment and Authority60 

11.2Rights as a Lender61 

11.3Exculpatory Provisions61 

11.4Reliance by Agent62 

11.5Delegation of Duties62 

11.6Resignation of Agent62 

11.7Non-Reliance on Agent and Other Lenders63 


iii



11.8Required Lenders’ Consent63 

11.9Affected Lenders’ Consent63 

12.Transfer of the Loans.63 

12.1Successor and Assigns in General63 

12.2Conditions64 

12.3Further Assurance65 

13.Additional Provisions.65 

13.1Expenses65 

13.2Survival of Representations and Warranties65 

13.3Notices.66 

13.4No Waiver; Remedies Cumulative; Joint and Several Obligations67 

13.5Confidentiality68 

13.6Amendments and Waivers69 

13.7Divisibility and Replacement of the Note69 

13.8Publicity69 

13.9Integration69 

13.10Severability69 

13.11Time of Essence69 

13.12Headings; Counterparts69 

13.13Governing Law; Waivers; Personal Jurisdiction.70 

13.14Indemnification71 


iv



APPENDICES

Appendices 1(C)Commitments 

Appendices 6.14Post-Closing Conditions Subsequent 

Appendices 13.3Lender Addresses 

 

EXHIBITS

Exhibit AForm of Assignment and Assumption 

Exhibit BForm of Borrowing Base Certificate  

Exhibit CForm of Compliance Certificate 

Exhibit DForm of Funding Notice 

Exhibit EForm of Note 

Exhibit FForm of Upper90 Warrant 

Exhibit GForm of Joinder 

SCHEDULES

 

Schedule E-1Eligible Inventory Storage Facilities 

Schedule I-1Internal Underwriting Policies 

Schedule 5.3Capitalization; Subsidiaries 

Schedule 5.5Litigation 

Schedule 5.6Historical Financial Statements 

Schedule 5.11Inventory Locations 

Schedule 5.14Insurance 

Schedule 5.15Related Transactions 

Schedule 7.7Permitted Indebtedness 

Schedule 7.8Permitted Liens 




CREDIT AND GUARANTY AGREEMENT

THIS CREDIT AND GUARANTY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”) is made and entered into as of November 24, 2020, by and among RALLY HOLDINGS LLC, a Delaware limited liability company (the “Borrower”), RSE MARKETS, INC., a Delaware corporation (d/b/a Rally Rd.) (“Holdings”), as a Guarantor, the financial institutions from time to time party hereto (collectively, the “Lenders”) and UPPER90 CAPITAL MANAGEMENT, LP, a Delaware limited partnership (“U90 Management”), as Agent.

RECITALS

A.Borrower desires to obtain a term loan and certain other financial accommodations from Agent and the Lenders and Agent and the Lenders are willing to make such term loan and other accommodations on the terms and subject to the conditions provided below. 

B.Capitalized terms used in this Agreement and not otherwise defined in this Agreement are defined in Section 1

AGREEMENTS

In consideration of the Recitals and the mutual agreements which follow, the parties agree:

1.Definitions.  For purposes of this Agreement, in addition to the terms defined elsewhere herein, the following terms have the meanings set forth below: 

Acceptable Third-Party Valuation” means a third-party valuation from a regionally recognized valuation firm reasonably acceptable to the Agent or the Required Lenders, in their Permitted Discretion.  

Account” means an Account (as defined in the UCC).

Account Debtor” has the meaning ascribed to such term in the UCC.

Agent” means U90 Management, in its capacity as Agent appointed under Section 11.1 and it successors and permitted assigns in such capacity.

Affiliate” means (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control with such Person, and (b) any officer or director of such Person.

Aggregate Payments” is defined in Section 9.2.

Agreement” is defined in the introductory paragraph of this Agreement.

Annualized Basis” means, with respect to the calculation of clause (a) of the definition of Interest Coverage Ratio for any applicable measurement period, for each applicable component of the definition thereof, the product of (i) the value of each such component from and after May 1,


AmericasActive:14768808.17



2021 through the last day of such period (the “Post-Closing Period”) divided by the number of calendar days in such Post-Closing Period times (ii) 92.

Applicable Advance Rate” means, with respect to any item of Eligible Inventory, the amount (expressed as percentage points) equal to the following (or such greater percentage as agreed to by the Agent):

(a)as of any date of determination occurring on or prior to the one-year anniversary of the Closing Date (or such earlier date as is consented to by the Agent or the Required Lenders in their sole discretion) (the “Initial Advance Period”), the Applicable Advance Rate set forth in the table below opposite the applicable Inventory Aging:   

Inventory Aging

Applicable Advance Rate

< 90 days

90.0%

90 < Days < 180

75.0%

> 180

0.0%

 

(b) as of any date of determination occurring after the Initial Advance Period, the Applicable Advance Rate set forth in the table below opposite the applicable Inventory Aging:  

Inventory Aging

Applicable Advance Rate

< 90 days

95.0%

90 < Days < 180

75.0%

> 180

0.0%

 

Applicable Interest Rate” means, 15.00% per annum.

Approved Fund” means any existing Lender or Affiliate of an existing Lender.

Asset Value” means as of any date of determination, with respect to any Collectible, the lower of (i) cost, or (ii) to the extent procured by the Borrower (or, prior to the Restructuring Date, Holdings), the value thereof based on an Acceptable Third-Party Valuation; provided, that, in the event the variance between the “Asset Value” of any Collectible based clauses (i) and (ii) is less than 5%, the “Asset Value” of such Collectible for purposes of this Agreement shall be deemed its “cost.”

Assignee” is defined in Section 12.2.

Assignment and Assumption” means an assignment and assumption entered into by a Lender and any permitted Assignee (with the consent of any party whose consent is required by Section 12.2), and accepted by Agent, in substantially the form of Exhibit A or any other form reasonably approved by Agent.

Auditor Selection Date” means the earliest date to occur of (a) the date that Holdings and the Agent (acting reasonably) shall have agreed to an auditor for Borrower and the scope of such audit and (b) the 90th day following the Closing Date.


2



Bankruptcy Code” means 11 U.S.C. §§ 101 et seq., as amended from time to time, and any successor statute, and all regulations from time to time promulgated thereunder.  

Board” is defined in Section 6.4.

Borrower” is defined in the introductory paragraph of this Agreement.

Borrowing Base” means, as of any date of determination, the sum of:

(i)in respect of each item of Eligible Inventory, the product of (x) the Applicable Advance Rate for such item of Eligible Inventory and (y) the Asset Value of such item of Eligible Inventory, plus 

(ii)Unrestricted Cash of Borrower (and, prior to the Restructuring Date, Holdings). 

For the avoidance of doubt, the Borrowing Base will be net of (unless otherwise consented to by the Agent or Required Lenders) customer deposits, credits and taxes.

Borrowing Base Certificate” means a certificate in the form of Exhibit B to this Agreement.

Business” means the earning of fee revenue through the operations of a collectibles investment marketplace, utilizing Collectibles inventory, and activities incidental thereto.

Business Day” means a day other than Saturday or Sunday on which banks are open for business in New York, New York.

Capitalized Lease Obligations” means as to any Person, the obligations of such Person under a lease that are required to be classified and accounted for as capital lease obligations under GAAP and, for purposes of this definition, the amount of such obligations at any date shall be the capitalized amount of such obligations at such date on a balance sheet prepared in accordance with GAAP.

Cash Equivalents” means (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition thereof, (b) marketable direct obligations issued or fully guaranteed by any state of the United States or any political subdivision of any such state or any public instrumentality thereof maturing within one year from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor’s Rating Group (“S&P”) or Moody’s Investors Service, Inc. (“Moody’s”), (c) commercial paper maturing no more than 270 days from the date of creation thereof and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (d) certificates of deposit, time deposits, overnight bank deposits or bankers’ acceptances maturing within one year from the date of acquisition thereof issued by any bank organized under the laws of the United States or any state thereof or the District of Columbia or any United States branch of a foreign bank having at the date of acquisition thereof combined capital and surplus of not less than $1,000,000,000, (e) deposit


3



Accounts maintained with (i) any bank that satisfies the criteria described in clause (d) above, or (ii) any other bank organized under the laws of the United States or any state thereof so long as the full amount maintained with any such other bank is insured by the Federal Deposit Insurance Corporation, (f) repurchase obligations of any commercial bank satisfying the requirements of clause (d) of this definition or of any recognized securities dealer having combined capital and surplus of not less than $1,000,000,000, having a term of not more than seven days, with respect to securities satisfying the criteria in clauses (a) or (d) above, (g) debt securities with maturities of six months or less from the date of acquisition backed by standby letters of credit issued by any commercial bank satisfying the criteria described in clause (d) above, and (h) investments in money market funds substantially all of whose assets are invested in the types of assets described in clauses (a) through (g) above.

Change of Control” means, the failure of:

(a)the Permitted Holders to own, directly or indirectly, at least fifty and one one-hundredths percent (50.01%), on an as-converted to common stock basis, of the voting and economic interests in the issued and outstanding voting securities of Holdings (as the same may be adjusted for any combination, recapitalization or reclassification into a greater or smaller number of shares or units);  

(b)Holdings to own, directly, 100% on a fully diluted basis, of the voting and economic interests in the issued and outstanding Stock of Borrower; or  

(c)two of George Leimer, Robert Petrozzo and Maximilian Niederste-Ostholt (each, a “Key Man”) shall cease to be involved in the day to day operations and management of the business of Holdings and its Subsidiaries to the same extent as in effect on the Closing Date, and successors reasonably acceptable to the Agent are not appointed on terms reasonably acceptable to the Agent within 60 days of such cessation of involvement. 

Closing” is defined in Section 4.

Closing Date” is defined in Section 4.

Code” means the Internal Revenue Code of 1986, as amended.

Collateral” means, collectively, all of the real, personal and mixed property (including Stock) in which Liens are purported to be granted pursuant to the Loan Documents as security for the Obligations.

Collateral Access Agreements” is defined in Section 6.12.

Collectibles” means cars, memorabilia, luxury collectibles, watches, art, rare wine and spirits, rare books and intangible cash producing assets including, but not limited to, domain names, music and media right and contract royalties, or to the extent consented to by the Agent in its Permitted Discretion, such other similar collectible items with similar efficiency, resale value and maintenance intervals owned by Borrower (and, prior to the Restructuring Date, Holdings) or a subsidiary, together with, in each case, any and all non-severable appliances, parts, instruments, accessors, furnishings, other equipment, accessions, additions, improvements, substitutions and


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replacements from time to time in or to such cars, memorabilia, luxury collectibles, watches, rare books and other applicable collectibles.

Commitment” means the Term Loan Commitment or any Incremental Term Loan Commitment.

Completed Securities Offerings” means a securities offering in respect of Borrower’s (or, prior to the Restructuring Date, Holdings’) Collectibles or collectibles assets whose title is held by, or for the benefit of, a separate series of interests of Borrower (or, prior to the Restructuring Date, Holdings) and its direct and indirect subsidiaries that has closed in accordance with the terms of the applicable offering documents.

Compliance Certificate” is defined in Section 6.4(d).

Confidential Information” is defined in Section 13.5.

Consolidated Tax Parent” is defined in Section 7.1(iv).

Contributing Guarantors” is defined in Section 9.2

Control Agreement” means a tri-party deposit account, securities account or commodities account “springing” control agreement by and among the applicable Loan Party, Agent and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably satisfactory to Agent and providing to Agent “control” of such deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the UCC.

Conversion” is defined in Section 2.1.

Costs” is defined in Section 13.1.

Credit Date” means the date of any Loan.

Dashboard Reports” shall mean, a summary report describing the operations of Holdings and its Subsidiaries in the form prepared for presentation to senior management, the Board and its shareholders for the applicable calendar month and for the period from the beginning of the then current fiscal year to the end of such calendar month to which such financial statements relate, and including a management’s discussion and analysis of the financial condition and results of operations of Borrower for the applicable Fiscal Month.

Default” means an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of Default.

Default Rate” is defined in Section 3.2(b).

Defaulting Lender means, subject to Section 3.7(b), any Lender that (i) has failed to (a) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to


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funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied or waived, or (b) pay to the Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (ii) has notified the Borrower or the Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (iii) has failed, within three Business Days after written request by the Agent or the Borrower, to confirm in writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided, such Lender shall cease to be a Defaulting Lender pursuant to this clause (iii) upon receipt of such written confirmation by the Agent and the Borrower), or (iv) has, or has a direct or indirect parent company that has, (a) become the subject of a proceeding under any insolvency proceeding, or (b) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity; provided, a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in such Lender or any direct or indirect parent company thereof by a governmental authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such governmental authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.  Any determination by the Agent, that a Lender is a Defaulting Lender under clauses (i) through (iv) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 3.7(b)) upon delivery of written notice of such determination to the Borrower and each Lender.

Disqualified Stock” means, any Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable), or upon the happening of any event or condition, (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part within ninety-one (91) days of the latest Maturity Date, (b) is secured by any assets of the Borrower or any of its Subsidiaries, (c) is exchangeable or convertible at the option of the holder into (i) Indebtedness of Holdings or any of its Subsidiaries or (ii) any other Stock that would constitute Disqualified Stock or (d) provides for the mandatory payment of dividends or distributions regardless of whether or not the board of directors, advisory board or similar governing body has declared any dividends.

Dollar” and the sign “$” mean lawful money of the United States of America.

Early Amortization Event” means, Holdings and its Subsidiaries having an Interest Coverage Ratio, as of the last day of any fiscal month occurring after the expiration of the Ramp-Up Period, of less than or equal to the greatest of (as applicable):

(a)in the case of any such date occurring after the end of the Ramp-Up Period, 0.75:1:00;  


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(b)in the case of any such date occurring after the earlier of (i) the date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $7,500,000 and (y) the twelve-month anniversary of the Closing Date, 1.75:1.00; and 

(c)in the case of any such date occurring after the earlier of (i) the date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $10,000,000 and (y) the eighteen-month anniversary of the Closing Date, 2.00:1.00. 

Eligible Inventory” means, Inventory of the Borrower (and, prior to the Restructuring Date, Holdings) constituting a Collectible, that complies with each of the representations and warranties respecting Eligible Inventory made in this Agreement, and that is not excluded as ineligible by virtue of one or more of the excluding criteria set forth below.  In determining the amount to be so included, Inventory shall be valued at the Asset Value and shall be calculated, net of withholding or similar taxes.  Unless otherwise consented to by the Agent or the Required Lenders, an item of Inventory shall not be included in Eligible Inventory if:

(a)the Inventory does not constitute a Collectible; 

(b)Borrower (or, prior to the Restructuring Date, Holdings) does not have good, valid, and marketable title (or ownership in the case of non-titled Eligible Inventory) thereto or does not obtain such title or ownership, as applicable, within thirty (30) days following the relevant date of inclusion as Eligible Inventory; 

(c)Borrower (or, prior to the Restructuring Date, Holdings) does not have actual and exclusive possession thereof (either directly or through a bailee, warehouseman or other agent of the Borrower, or, prior to the Restructuring Date, Holdings, party to a Collateral Access Agreement) unless otherwise contemplated in clause (d) below;  

(d)it is not located at one of the locations set forth on Schedule E-1 to this Agreement (as such schedule may be amended from time to time), in transit to one of such locations or is located at a temporary location (not to exceed 30 consecutive days) solely for marketing purposes, as detailed in the applicable Borrowing Base Certificate, and to the extent such location is not owned by the Loan Parties, subject to a Collateral Access Agreement (or in-transit to one of the locations or from one such location to another such location); 

(e)it is not subject to a valid and perfected first priority lien of the Lender; 

(f)such Inventory is not insured against types of loss, damage, hazards, and risks, and in amounts, reasonably satisfactory to the Agent (and, upon request of the Agent, the Borrower shall provide a copy of the certificate of insurance evidencing adequate insurance coverage); 

(g)the Inventory does not satisfy the Borrower’s Internal Underwriting Policies set forth on Exhibit A-2


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(h)solely with respect to any High Value Asset, unless otherwise consented to in writing with respect to such Inventory, the Borrower (or, prior to the Restructuring Date, Holdings) has not obtained an Acceptable Third-Party Valuation therefor;  

(i)if such Inventory, as determined by Agent in its Permitted Discretion, is obsolete, slow moving or unmerchantable;  

(j)if such Inventory is placed on consignment or are sold pursuant to a guaranteed sale, a sale or return, a sale on approval, a bill and hold, or any other terms by reason of which the payment by the account debtor may be conditional, or with respect to which the payment terms are “C.O.D.”, cash on delivery or other similar terms; and 

(k)if the value of such Inventory would exceed 20% of all Eligible Inventory (based on the value of all other Eligible Inventory prior to giving effect to any eliminations based upon the foregoing concentration limit). 

Any request by Borrower for Agent’s or the Required Lender’s inclusion of a High Value Asset in the Borrowing Base shall be accompanied by a full underwriting package delivered to the Agent and the Required Lenders no less than 15 days prior to the proposed inclusion date (and Agent and Required Lenders shall respond within 5 days of the initial request, provided, that the failure to respond shall be deemed non-consent by the Agent).

ERISA” means the Employee Retirement Income Security Act, as amended.

ERISA Affiliate” means any Person (including any trade or business, whether or not incorporated) deemed to be a single employer, or under “common control,” with Borrower or any of its subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

Existing Obligations” is defined in Section 2.1.

Existing U90 Notes” means the Amended and Restated Secured Demand Promissory Term Note dated as of May 15, 2020, by Holdings in favor Upper90 Fund, LP, in the original aggregate principal amount of $3,250,000.

Excluded Account” means (i) any accounts used solely for payroll expenses, trust accounts, employee benefit accounts or tax payments of the Loan Parties and their Subsidiaries, (ii) zero balance accounts, (iii) any deposit account and securities account that does not have a cash or Cash Equivalents balance at any time exceeding $75,000 (or the foreign equivalent thereof) in the aggregate for all such accounts.

Excluded Taxes” means any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a Secured Party:  (a) Taxes imposed on or measured by net income (however denominated), or that are franchise Taxes or branch profits Taxes, in each case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office  or, in the case of any Lender, its applicable lending office located in, the jurisdiction (or any political subdivision thereof) imposing such Tax or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any U.S. federal withholding Taxes


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imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment or (ii) such Lender changes its lending office, except in each case to the extent that, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to comply with Section 3.6(f), and (d) any withholding Taxes imposed under FATCA.

Event of Default” is defined in Section 8.1.

Exchange Act” means the Securities Exchange Act of 1934, as in effect from time to time.

Fair Market Value” shall mean with respect to any asset or group of assets on any date of determination, the value of the consideration obtainable in a sale of such asset at such date of determination assuming a sale by a willing seller to a willing purchaser dealing at arm’s length and arranged in an orderly manner over a reasonable period of time having regard to the nature and characteristics of such asset, as determined in good faith by the Borrower.

Fair Share” is defined in Section 9.2.

Fair Share Contribution Amount” is defined in Section 9.2.

FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor versions that are substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among governmental authorities and implementing such Sections of the Code.

Fiscal Year” means the fiscal year of the Borrower.

Funding Guarantor” is defined in Section 9.2.

Funding Notice” means a notice substantially in the form of Exhibit D.

GAAP” means accounting principles generally accepted in the United States consistently applied from period to period, subject in the case of interim financial statements only to year-end adjustments (other than the interim statements for the period ended as of the last day of a Fiscal Year) and footnote disclosures.

Guaranteed Obligations” is defined in Section 9.1.

Guarantors” means collectively, (i) Holdings and (iii) if and when any other Person executes a guaranty of the Guaranteed Obligations (on terms reasonably acceptable to Agent), such Person.

Guaranty” means the guaranty Holdings, and to the extent there are any other Guarantors after the Closing Date, the guaranty of such other Guarantor, if any, as set forth in Section 9.


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High Value Asset” means any Investment, Collectible or other Inventory having a purchase price of greater than $250,000, as determined at the time of acquisition.

Historical Financial Statements” means as of the Closing Date, (i) the unaudited financial statements of Holdings and its Subsidiaries, for the immediately preceding Fiscal Year, consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows for (or as at the end of) such Fiscal Year, (ii) the unaudited financial statements of Holdings and its Subsidiaries for the one (1) calendar month period ending January 31, 2020, consisting of a consolidated balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for (or as at the end of) each such period and (iii) an unaudited pro forma balance sheet of Borrower, as of September 30, 2020, giving pro forma effect to the Loans to be advanced on the Closing Date.

Holdings” is defined in the introductory paragraph of this Agreement.

Incremental Effective Date” is defined in Section 2.3(a).

Incremental Facility means a credit facility established as Incremental Term Loan Commitments and Incremental Term Loans.

Incremental Facility Request” is defined in Section 2.3(a).

Incremental Term Loan” is defined in Section 2.3(c).

Incremental Term Loan Commitment” means the commitment amount of the Incremental Term Loan as agreed between the Borrower and any applicable Lenders in accordance with Section 2.3(a).

Incremental Term Loan Exposure” means, as of any date of determination, the outstanding principal amount of the Incremental Term Loans owing to a Lender, plus the unfunded amount of any Lender’s Incremental Term Loan Commitment that remains outstanding hereunder.

Indebtedness” means, with respect to any Person:  (a) all indebtedness for borrowed money (including, without limitation, that constituting all or any part of the deferred purchase price of property or services); (b) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (c) all Capitalized Lease Obligations; (d) all indebtedness secured by any lien or security interest on any property or asset owned or held by such Person regardless of whether the indebtedness secured thereby shall have been assumed by such Person or is nonrecourse to the credit of such Person; (e) all obligations, contingent or otherwise, with respect to letters of credit (whether or not drawn), banker’s acceptances and surety bonds issued for the account of such Person; (f) all obligations of such Person to pay the deferred purchase price of assets (other than trade payables incurred in the Ordinary Course of Business and repayable in accordance with customary trade practices and, for the avoidance of doubt, other than royalty payments payable in the ordinary course of business in respect of non-exclusive licenses) and any earn-out or similar obligations; and (g) any agreement, undertaking or arrangement by which any Person guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to or otherwise to invest in a debtor, or otherwise to assure a creditor against loss)


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any of the items described in clauses (a) through (f) hereof.  The amount of Indebtedness of any Person for purposes of clause (d) above shall (unless such Indebtedness has been assumed by such Person) be deemed to be equal to the lesser of (x) the aggregate unpaid amount of such Indebtedness and (y) the Fair Market Value of the property encumbered thereby as determined by such Person in good faith, provided, that notwithstanding the forgoing, Indebtedness shall not be deemed to include (i) earn-out or similar obligations unless the same remain unpaid after the same have become due and payable and (ii) prepaid or deferred revenue arising in the Ordinary Course of Business.  

Indemnified Matters” is defined in Section 13.14.

Indemnitees” is defined in Section 13.14.

Insolvency Proceeding” means any proceeding commenced by or against any Person under any provision of the Bankruptcy Code or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

Initial ICR Covenant Test Date” means the last day of the first month ending after the expiration of the Ramp-Up Period.

Interest Coverage Ratio” means, for any applicable trailing 3 month period, the quotient (expressed as a ratio) obtained by dividing (a) Operating Income for such 3 month consecutive Period, by (b) the Interest Expense paid or payable to in respect of the Indebtedness of Holdings and its Subsidiaries for such 3 month period, provided, that for any trailing 3 month period ending after the Ramp-Up Period and prior to August 1, 2021, clause (a) of this definition shall be calculated on an Annualized Basis.

Interest Expense” means, for any period, the aggregate of the interest expense of the Borrower and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

Inventory” means all of the Borrower’s and its Subsidiaries’ (and, prior to the Restructuring Date, Holdings) present and hereafter acquired inventory (as defined in the UCC) including all merchandise and inventory in all stages of production (from raw materials through work-in-process to finished goods), and all additions, substitutions and replacements thereof, wherever located, together with all goods and materials used or usable in manufacturing, processing, packaging or shipping of the foregoing, and all Proceeds  (as defined in the UCC) of any of the foregoing.

Inventory Aging” means, as of any date of determination with respect to any Inventory of Borrower and its Subsidiaries’ (and, prior to the Restructuring Date, Holdings), the number days from the original acquisition date thereof.

Investment” is defined in Section 7.3.

IRS” means the Internal Revenue Service.


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Internal Underwriting Policies” means those policies set forth on Schedule I-1 hereto, as such policies may be amended, supplemented or otherwise modified by Borrower in accordance with the terms hereof.  

Joinder Agreement” means a Joinder Agreement, substantially in the form of Exhibit G hereto.

Key Man” is defined in the definition of “Change of Control” set forth in this Section 1.1.

Lender” means each Person signatory hereto as a “Lender” and each other Person that becomes a “Lender” hereunder pursuant to Section 12, and their respective successors and assigns.

Liquidity” means, as of any date of determination, with respect to any Person, the aggregate amount of Unrestricted Cash of such Person.

Liens” is defined in Section 7.8.

Loan” means the Term Loan and the Incremental Term Loan, to the extent such loans are made pursuant to this Agreement.

Loan Party” means Borrower and each Guarantor.

Loan Documents” means this Agreement, the Guaranty, the Notes (if any), the Security and Pledge Agreement, the Upper90 Warrant Investment and all other agreements, documents, instruments and certificates executed by a Loan Party and delivered to, or in favor of, Agent or a Lender in connection with this Agreement or the transactions contemplated hereby, each as amended, restated, supplemented or otherwise modified from time to time.

Losses” is defined in Section 13.14.

Make-Whole Premium means, an amount equal to (i) 0.30 times the Principal Amount being prepaid less (ii) the amount of interest paid from the initial Credit Date therefor to and including the Make-Whole Repayment Date on the Loan amount subject to prepayment (or if greater, $0.00) less (iii) in respect of the Term Loans made pursuant to the Conversion, the amount of interest paid on the Existing U90 Note to and including the Closing Date.

Make-Whole Repayment Date means, the date of repayment of the applicable portion of the Principal Amount.

Material Adverse Effect” means a material adverse effect or a material adverse change on any of (a) the business, operations, properties, assets or financial condition of the Loan Parties (taken as a whole) or (b) the ability of the Loan Parties to perform their obligations under this Agreement or any other Loan Document, or (c) the rights and remedies of Agent or any Lender under this Agreement or any other Loan Document.

Material Contract” means, with respect to Borrower and its Subsidiaries (and, prior to the Restructuring Date, Holdings), (i) each contract or agreement to which such Person is a party involving aggregate consideration payable to or by such Person of $250,000 or more in any 12-


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calendar month period (other than (a) purchase contracts for Collectibles and (b) purchase orders and contracts that do not include requirements for specific sales volumes, in each case entered into in the Ordinary Course of Business of such Person), and (ii) all other contracts or agreements, the termination or suspension of which could reasonably be expected to result in a Material Adverse Effect.

Maturity Date” means, with respect to any Term Loan Tranche, the earlier of (i) the two-year anniversary of the Credit Date therefor, and (ii) November 24, 2024 (or such earlier date on which the Loans become due and payable pursuant to Sections 8.2).

Maximum Incremental Facility Amount” shall have the meaning set forth in Section 2.3(a).

Maximum Liability” is defined in Section 9.14.  

Monthly Payment Date” is defined in Section 3.2(a).

Multiemployer Plan” means a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of ERISA, to which contributions are required, or within the preceding five plan years were required, to be made by Borrower or any ERISA Affiliate.

Non-Defaulting Lender means, at any time, each Lender that is not a Defaulting Lender at such time.

Non-Excluded Taxes” means (a) all Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

Note” is defined in Section 2.5(c).

Notice” is defined in Section 13.3.

Obligations” means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnification obligations and Indebtedness (including interest and fees accruing during the pendency of any bankruptcy or similar proceeding, regardless of whether allowed or allowable as a claim thereunder) and any and all other liabilities and obligations of Borrower to the Lender or Agent arising under or in connection with the Loan Documents, howsoever created, arising, or evidenced, and howsoever owned or held,  whether now or hereafter existing, whether now due or to become due, direct or indirect, absolute or contingent, and whether several, joint or joint and several, together with any and all renewals, extensions, restatements or replacements thereof.

Obligee Guarantor” is defined in Section 9.7.

Observer” is defined in Section 6.4.

OFAC” means Office of Foreign Assets Control of the U.S. Department of the Treasury.


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Operating Income” means the fee, royalty and other income of all Series Entities arising from the disposition of Eligible Inventory to third parties or a Completed Securities Offering, less all issuance, marketing and other related reserves & expenses of such Series Entities.

Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

Other Connection Taxes” means, in the case of any Secured Party, any Taxes imposed as a result of a present or former connection with such jurisdiction (other than a connection arising solely from such Secured Party having executed, delivered, become a party to, performed its obligations under, received any payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced its rights under this any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment or participation.

Overadvance” means, as of any date of determination, that the aggregate outstanding principal amount of Loans is greater than the lesser of (x) the Commitment and (y) the Borrowing Base then in effect.

Paid in Full,” “Pay in Full” or “Payment in Full” means, with respect to any Obligations, the payment in full in cash of all such Obligations (other than the Remaining Obligations), and the termination of all commitments to lend or other obligations of Agent or the Lenders to provide any additional credit or extensions or credit under the Loan Documents.

Participant” is defined in Section 12.2.

Participant Register” is defined in Section 12.2(c).

PBGC” means the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto.

Pension Benefit Plan” means any “employee pension benefit plan,” as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA and either (i) is sponsored, maintained or contributed to by Borrower or any ERISA Affiliate, or (ii) has at any time within the preceding five years been sponsored, maintained or contributed to (or required to be sponsored, maintained or contributed to) by Borrower or any ERISA Affiliate.

Permitted Discretion” means a determination made in the exercise of reasonable (from the perspective of a reasonable secured asset-based lender acting in good faith) business judgment.  


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Permitted Holders” means all holders of Holdings’ Stock on the Closing Date, and each of their respective Affiliates (including, without limitation, any revocable and non-revocable trusts established by the foregoing for estate planning purposes).

Permitted Investments” means:

(a)cash and Cash Equivalents; 

(b)current investments of such Loan Party and any Subsidiary of such Loan Party, as the case may be, in existing Subsidiaries of such entities, on the Closing Date; 

(c)extensions of trade credit in the Ordinary Course of Business; 

(d)Investments by any Loan Party in any other Loan Party (other than Holdings), including, in the form of guarantees of Indebtedness permitted under Section 7.7

(e)Investments consisting of purchases and acquisitions of Collectibles, inventory, supplies, material, equipment, or other similar assets in the Ordinary Course of Business;  

(f)Investments received in settlement of debts, claims or disputes owed to Holdings or any Subsidiary that arose out of transactions in the ordinary course of business;  

(g)advances, loans or extensions of credit by Holdings or any of its Subsidiaries in compliance with applicable laws to officers, members of the Board, and employees of Holdings or any of its Subsidiaries used to purchase Stock of Holdings; provided, any such advance, loan or extension of credit shall be non-cash (it being understood that this clause (g) shall not be deemed a consent to any Change of Control transaction); and1 

(h)other Investments in an aggregate amount not exceed $100,000 at any time outstanding. 

Permitted Liens” is defined in Section 7.8.

Permitted Refinancing Indebtedness” means the extension of maturity, refinancing or modification of the terms of Indebtedness so long as:

(a)after giving effect to such extension, refinancing or modification, the amount of such Indebtedness is not greater than the amount of Indebtedness outstanding immediately prior to such extension, refinancing or modification (other than by the amount of premiums paid thereon and the fees and expenses incurred in connection therewith and by the amount of unfunded commitments with respect thereto); 

(b)such extension, refinancing or modification does not result in a shortening of the average weighted maturity (measured as of the extension, refinancing or modification) of the Indebtedness so extended, refinanced or modified; 


1 Employee loans to be removed from Schedule 5.15.


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(c)such extension, refinancing or modification is pursuant to terms that are not less favorable in any material respect to the Agent and Lenders than the terms of the Indebtedness (including, without limitation, terms relating to the collateral (if any) and subordination (if any)) being extended, refinanced or modified; and 

(d)the Indebtedness that is extended, refinanced or modified is not recourse to any Loan Party or any of its Subsidiaries that is liable on account of the obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended. 

Person” means any natural person, general partnership, limited partnership, corporation, company, trust, limited liability company or other association or entity, or the United States of America or any other nation, state or other political subdivision thereof, or any entity exercising executive, legislative, judicial, regulatory or administrative functions of government.

Prepayment Premium” is defined in Section 3.3(c).

Properly Contested means, with respect to any obligation of Borrower, (a) the obligation is subject to a bona fide dispute regarding amount or Borrower’s liability to pay, (b) the obligation is being properly contested in good faith by appropriate proceedings promptly instituted and diligently pursued, which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof, and (c) appropriate reserves have been established in accordance with GAAP.

Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

Pro Rata Share” means, with respect to any Lender, (i) with respect to all payments, computations and other matters relating to the Term Loan, the percentage obtained by dividing (a) the Term Loan Exposure of such Lender by (b) the aggregate Term Loan Exposure of all of the Lenders; and (ii) with respect to all payments, computations and other matters relating to the Incremental Term Loan Commitment or Incremental Term Loans of such Lender, the percentage obtained by dividing (a) the Incremental Term Loan Exposure of such Lender by (b) the aggregate Incremental Term Loan Exposure of all of the Lenders.  For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure and the Incremental Term Loan Exposure of such Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure and the aggregate Incremental Term Loan Exposure of all of the Lenders.

Ramp-Up Period” means the period commencing on the Closing Date and ending on April 30, 2021.

Register” is defined in Section 12.1(b).

Remaining Obligations” means, as of any date of determination, the Obligations that as of such date of determination are Obligations under the Loan Documents that survive termination of the Loan Documents, but as of such date of determination are not due and payable and for which no claims have been made.


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Required Lenders” means, as of any date of determination, one or more Lenders having or holding Term Loan Exposure and/or Incremental Term Loan Exposure representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all of the Lenders, and (ii) the aggregate Incremental Term Loan Exposure of all of the Lenders, provided, the Term Loan Exposure and Incremental Term Loan Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time.

Responsible Officer” means, with respect to any Person, such Person’s Chief Executive Officer, President, Chief Financial Officer, Vice President or other authorized representative reasonably acceptable to Agent.

Restricted Payments” is defined in Section 7.1.

Restructuring Date” means the earlier of (a) the three-month anniversary of the Closing Date and (b) such date that the Restructuring shall have been consummated.

Sanctions” means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State.   

SEC” means the United States Securities and Exchange Commission and any successor thereto.

Secured Party” means Agent and each Lender.

Security and Pledge Agreement” means that certain Security and Pledge Agreement dated as of the Closing Date, made by each of the Loan Parties in favor of Agent.

Securities Act” means the Securities Act of 933, and any successor statute.

Series Entities” means RSE Collection, LLC, a Delaware series limited liability company, RSE Archive, LLC, a Delaware series limited liability company, RSE Innovation, LLC, a Delaware series limited liability company, and Holdings or any other Subsidiary engaging in the disposition of Eligible Inventory to third parties or that has consummated a Completed Securities Offering during the relevant measurement period.

Solvent” shall mean, with respect to any Person (on a consolidated basis) (a) the fair value of the property of such Person is not less than the total amount of the liabilities of such Person, (b) the present fair salable value of the assets of such Person at the time any existing debts become absolute and matured is not less than the amount that will be required to pay the probable liability of such Person on such existing debts as they become absolute and matured, (c) such Person is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature, and (e) such Person is not engaged in business or a transaction for which such Person’s property based on reasonable financial projections would constitute unreasonably small capital.


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Stock” means all shares, options, warrants, interests, participations, or other equivalents (regardless of how designated) of or in a Person, whether voting or nonvoting, including common stock, preferred stock, limited liability company interests or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC under the Exchange Act).

Subsidiary” means, with respect to any Person (in the capacity of a “parent”) at any date, any corporation, company, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, company, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held by the parent.

Tangible Net Worth” shall mean, for any Person, such Person’s (a) assets, minus (b) liabilities, minus (d) any intangible assets of such person, including goodwill, trademarks, tradenames, copyrights, patents, patent allocations, licenses and rights in any of the foregoing and other items treated as intangibles, in each case as determined in accordance with GAAP.

Taxes” is defined in Section 3.6(a).

Term Loan” means any term loans made by the Lenders to or on behalf of Borrower under Sections 2.1 and 2.2.

Term Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make a Term Loan to Borrower on or after the Closing Date in the Dollar amount set forth beside such Lender’s name under the applicable heading on Appendices 1(C) to this Agreement or in the Assignment and Assumption pursuant to which such Lender became a Lender under this Agreement, as the same may be increased (pursuant to Section 2.3), or terminated or reduced from time to time in accordance with the terms of this Agreement.  

Term Loan Commitment Period” means the period commencing on the Closing Date and ending on the two (2) year anniversary thereof.

Term Loan Exposure” means, as of any date of determination, the outstanding principal amount of the Term Loans owing to a Lender, plus the unfunded amount of any Lender’s Term Loan Commitment that remains outstanding hereunder.

Term Loan Tranche” means with respect to borrowings of Term Loans generally, each individual Term Loan borrowing made under this Agreement from time to time from and after the Closing Date (provided, that, the Term Loans advanced hereunder pursuant to the Conversion on the Closing Date, shall be deemed one Tranche, and the Credit Date therefor, shall be the Closing Date).


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Test Period” means, as of any date of determination, the fiscal quarter period of the Borrower most recently ended for which financial statements have been delivered to the Agent in accordance with Section 6.4(b).

Titled Collateral” means all Collateral for which the title to such Collateral is governed by a Certificate of Title (as such term is defined in the UCC) or certificate of ownership, including, without limitation, all motor vehicles (including, without limitation, all trucks, trailers, tractors, service vehicles, automobiles and other mobile equipment) for which the title to such motor vehicles is governed by a Certificate of Title or certificate of ownership.  

Total Loan Commitment” means at any date of determination, the sum of each Lender’s Term Loan Commitments and Incremental Term Loan Commitments.  

UCC” means the Uniform Commercial Code of New York, as in effect from time to time.

Unrestricted Cash” means, with respect to Holdings or any of its Subsidiaries (or, prior to the Restructuring Date, Holdings), all cash and Cash Equivalents in deposit or securities accounts located in the United States, which (a) does not appear as “restricted” on such Person’s balance sheet, (b) is not contractually required and has not been contractually committed to be used for a specific purpose and (c) is not subject to any Lien in favor of any other Person other than Liens permitted pursuant to Section 7.8(g).

Upper90 Warrant Investment” shall mean, that certain Warrant for Common Stock of Holdings, issued in favor of Upper90 Fund, LP, substantially in the form of Exhibit F hereto (as amended, amended and restated, supplemented or otherwise modified from time to time).

Weighted Average Life to Maturity” means, at any date, the number of years obtained by dividing:  (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of any Incremental Term Loan or existing Loans, as applicable, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment by (b) the then outstanding principal amount of any Incremental Term Loan or existing Loans, as applicable.

Weighted Average Asset Yield Percentage” means, at any date, the amount (expressed as a percentage) obtained by dividing: (a) the Operating Income realized during the period commencing on the Closing Date and ending on the most recent calendar month during the Ramp-Up Period for which financial statements and reports set forth in Section 6.4(b), (d) and (e) have been delivered to Agent by (b) the aggregate Asset Value of the underlying Collectibles giving rise to the income described in paragraph (a) of this definition.

Withholding Agent” means the Borrower and the Agent.

1.2Terms Generally.  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including”, when used in any Loan Document, shall be deemed to be followed by the phrase “without limitation”.  The word “will”, when used in any Loan Document, shall be construed to  


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have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.  A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall “continue” or be “continuing” until such Event of Default has been waived in writing pursuant to the terms of this Agreement.  Wherever the phrase “to the knowledge of any Loan Party” or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or any other Loan Document, such phrase shall mean and refer to the actual knowledge of a senior officer of any Loan Party.  All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or otherwise within the limitations of, another covenant shall not avoid the occurrence of a default if such action is taken or condition exists.  In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation or warranty hereunder.

1.3Accounting Terms; GAAP; UCC; Currency.  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower notifies the Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Agent notifies the Borrower that the Lenders request an amendment to any provision hereof for such purpose) and such change or application would affect the computation of any financial ratio or financial requirement set forth in the Loan Documents, then (a) Agent, Lenders and the Borrower shall negotiate in good faith to amend this Agreement and the other Loan Documents to preserve the original intent thereof in light of such change in GAAP and (b) regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.   In calculating compliance with any of the financial covenants (and related definitions), any amounts taken into account in making such calculations that were paid, incurred or accrued in violation of any provision of this Agreement shall be added back or deducted, as applicable, in order to determine compliance with such covenants.  References to capitalized terms that are not defined herein, but are defined in the  


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UCC, shall have the meanings given them in the UCC; provided that terms used herein which are defined in the UCC as in effect in the State of Delaware on the date hereof shall continue to have the same meaning notwithstanding any replacement or amendment of such statute except as the Agent and the Borrower may otherwise agree.  

1.4Pro Forma Calculations

(a)For purposes of calculating the compliance of any transaction with any provision hereof that requires such compliance to be on a “pro forma” basis, such transaction shall be deemed to have occurred as of the first day of the most recent fiscal quarter which precedes or ends on the date of such transaction and for which financial statements and the accompanying compliance certificate are required to be delivered pursuant to Section 6.4(b) and (d)

(b)In connection with the calculation of any ratio or financial covenant hereunder, the Borrowing Base, or any condition precedent to any occurrence or event hereunder, upon giving effect to a transaction on a “Pro Forma Basis”, (i) any disposition outside the ordinary course of business shall be deemed to have occurred as of the first day of the relevant measurement period, and (ii) any Indebtedness incurred, acquired or assumed, or repaid, in connection with such transaction (including the advance of Loans hereunder) (A) shall be deemed to have been incurred, acquired or assumed, or repaid, as the case may be, as of the first day of the relevant measurement period, and (B)  such calculation shall be made without regard to the netting or counting of any cash proceeds of Indebtedness incurred by Borrower in connection with such transaction (but without limiting the pro forma effect of any prepayment of Indebtedness with such cash proceeds). If any provision of this Agreement requires that  Borrower be in pro forma compliance with the financial covenants in order to consummate a transaction or to be in compliance with the terms of this Agreement after the occurrence of an event, and such transaction or event occurs (or is proposed to occur) prior to the date on which the financial covenants are first tested, such provision shall be deemed to require that Borrower be in pro forma compliance with the levels set forth in the financial covenants as for the initial test date. 

1.5Times of Day.  Unless otherwise specified, all references herein to times of day shall be references to East Coast time (daylight or standard, as applicable) as in effect in the State of Delaware on such day.  For purposes of the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding”; provided, however, that with respect to a computation of fees or interest payable to the Agent or any Lender, such period shall in any event consist of at least one full day.   

1.6Timing of Payment or Performance.  Unless otherwise specified herein, when the payment of any obligation or the performance of any covenant, duty or obligation is stated to be due or performance required on a day which is not a Business Day, the date of such payment or performance shall (i) in the case of any scheduled date of payment in respect of any Term Loan, be deemed to be the first Business Day following such scheduled payment date and (ii) except as provided in the preceding clause (i), extend to the immediately succeeding Business Day, and such adjustments of time shall be reflected in computing interest or fees, as the case may be. 


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1.7Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Stocks at such time. 

2.Loan.  

2.1Conversion of Existing U90 Note.  The Borrower acknowledges and agrees that, immediately prior to the Closing Date, (a) the outstanding principal amount under the Existing U90 Note, plus (b) the accrued and unpaid interest thereunder is $3,266,250 (the “Existing Note Obligations”).  On the Closing Date, the Existing Note Obligations shall be deemed automatically converted (the “Conversion”) into outstanding term loans hereunder in like amount, without constituting a novation, and shall be deemed to constitute Term Loans for all purposes hereunder and under the other Loan Documents, and the Existing U90 Note shall be deemed refinanced by the Term Loans, and paid in full and of no further force and effect (except for such provisions which by their terms survive any termination of the Existing U90 Note).  Borrower hereby represents, warrants, agrees, covenants and confirms that as of the Closing Date, it has no defense, set off, claim or counterclaim against the Agent, any of the Lenders, or any other Person with respect to the converted Existing Note Obligations.   

2.2Term Loans (Multi-Draw).  Subject to the terms and conditions of this Agreement (including, without limitation, Borrower’s satisfaction of the borrowing procedures set forth in Section 2.4 and the conditions precedent set forth in Section 4.1 or Section 4.2, as applicable), on and after the Closing Date and during the Term Loan Commitment Period, each Lender having a Term Loan Commitment, severally (and not jointly) agrees to make (in accordance with its Pro Rata Share) Term Loan advances to Borrower in one or more draws; provided that (a) the aggregate principal amount of all Term Loans made hereunder shall in no event exceed the lesser of (i) the remaining outstanding Term Loan Commitment and (ii) the Borrowing Base then in effect and (b) the Term Loans advanced on the Closing Date (inclusive of the Term Loans advanced pursuant to the Conversion) shall not exceed $7,500,000.  Upon the funding by each Lender of its Term Loan Commitment, the funded portion of its Term Loan Commitment, shall expire and terminate (and reduce on a dollar-for-dollar basis in proportion to the amounts funded thereunder).  Additionally, upon the expiration of the Term Loan Commitment Period, the Term Loan Commitment shall automatically expire, terminate and reduce to zero.  Any Term Loans, once repaid, whether such repayment is voluntary or required, may not be reborrowed. 

2.3Incremental Facilities

(a)Incremental Facility Requests.  Borrower may, by written notice to Agent (each, an “Incremental Facility Request”), request, from time to time, additional term loan commitments (“Incremental Term Loan Commitments”), provided that, the aggregate Incremental Term Loan Commitments extended during the term of this Agreement, shall not exceed $30,000,000 (the “Maximum Incremental Facility Amount”).  No commitment of any prospective Lender shall be effectuated without the consent of such Person.  Such notice shall set forth (A) the  


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principal amount of the Incremental Term Loan Commitments being requested (which shall be in a minimum amount of $250,000 and multiples of $50,000 in excess thereof), (B) the date (an “Incremental Effective Date”) on which such Incremental Term Loan Increase is requested to become effective (which, unless otherwise agreed by Agent, shall be no less than ten (10) Business Days nor more than sixty (60) Business Days after the date of such notice).  Upon delivery of the applicable Incremental Facility Request, the Incremental Term Loan Commitments shall first be offered to the Agent for the purpose of arranging such facilities, with any un-committed amounts thereafter arranged by Borrower (with the consent of Agent, not to be unreasonably withheld or delayed)).  None of Agent or any existing Lender shall have any obligation to agree to provide any Incremental Term Loan Commitments.

(b)Conditions to Effectiveness.  Each Incremental Facility shall become effective as of the applicable Incremental Effective Date; provided

(i)(A) no Default or Event of Default shall exist on such Incremental Effective Date before or after giving effect to such Incremental Facility and the borrowings thereunder; and (B) both before and after giving effect to such Incremental Facility and the borrowings thereunder, as of such Incremental Effective Date, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount threshold, which shall have been true and correct in all respects) on and as of such earlier date; and 

(ii)on a pro forma basis after giving effect to such Incremental Facility the borrowings thereunder and application of proceeds thereof, Borrower shall be in compliance with Section 7.11 as of the last day of the most recent calendar month ended for which financials statements have been delivered pursuant to Section 6.4(a) or (b), as demonstrated by a pro forma Compliance Certificate delivered to the Agent on or before the applicable Incremental Effective Date. 

(c)Incremental Term Loans.  On the Incremental Effective Date with respect to any Incremental Facility (i) each Incremental Term Loan Lender shall become a Lender hereunder with respect to the Incremental Term Loan Commitment, and shall be obligated to fund any the incremental term loans (“Incremental Term Loans”) requested in accordance with Section 2.4, during the Incremental Term Loan Period, and (ii) the applicable Incremental Term Loan Commitments shall be effected pursuant to one or more joinder agreements, each of which shall be recorded in the Register.  Upon the funding by each Lender of its Incremental Term Loan Commitment, the funded portion thereof shall expire and terminate (and reduce on a dollar-for-dollar basis in proportion to the amounts funded thereunder).  Any Incremental Term Loans, once repaid, whether such repayment is voluntary or required, may not be reborrowed. 


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(d)Terms - Incremental Term Loans.  The terms of Incremental Term Loans shall be identical to the Term Loans; provided, to the extent mutually agreed by the Borrower and the applicable Lenders holding Incremental Term Loan Commitments, Incremental Term Loans may have terms that are different from the terms of the Term Loans, subject to the following: 

(i)all Incremental Term Loans shall rank pari passu in right of payment, and rank pari passu in right of security, with the Term Loans (and Agent may require a pari passu intercreditor agreement to be executed, to the extent reasonably necessary to maintain such debt and lien priorities); 

(ii)as of the date of the incurrence thereof, (A) the maturity date applicable to any Incremental Term Loans shall not be earlier than the then-final scheduled maturity date of the Loans with the latest maturity date then in effect, and (B) the Weighted Average Life to Maturity of any Incremental Term Loans shall not be shorter than the Weighted Average Life to Maturity of the Loans then in effect;  

(iii)no Incremental Term Loan shall be (A) secured by property other than the collateral securing the Term Loans or (B) be incurred or guaranteed by any Person other than a Loan Party;  

(iv)no Incremental Term Loans may be voluntarily or mandatorily prepaid prior to repayment in full of the Term Loan, unless accompanied by at least a ratable payment of the then existing Loans; 

(v)except as otherwise expressly set forth in the foregoing clauses (i) through (iv), inclusive, the pricing (including interest, fees and premiums), optional prepayment and redemption terms with respect such Incremental Term Loans shall be determined by the Borrower and the lenders providing such Incremental Term Loans. 

(e)Related Amendments.  Each of the parties hereto hereby agrees that upon the effectiveness of any joinder agreement, this Agreement shall be deemed amended to the extent (but only to the extent) necessary to reflect the existence and terms of the applicable Incremental Term Loan Commitment and the Incremental Term Loans evidenced thereby and the Agent and the Borrower may revise this Agreement and the other Loan Documents to evidence such amendments without the consent of the other Lenders as may be necessary or appropriate, in the reasonable opinion of Agent and the Borrower, to effectuate the provisions of this Section 2.3, and this Section 2.3 shall preempt and supersede any other provision herein to the contrary.  

2.4Borrowing Requests.  Whenever Borrower desires that the Lenders make a Loan advance, Borrower shall deliver to the Agent a fully executed Funding Notice no later than 11:00 a.m. (Delaware time)) at least ten (10) Business Days in advance of the applicable Credit Date (or such shorter time as may be acceptable to the Agent in its reasonable discretion) and, promptly upon receipt thereof, the Agent shall notify each Lender with an outstanding commitment, of the proposed borrowing.  A Funding Notice shall be irrevocable on and after the date of receipt thereof by the Agent, and the Borrower shall be bound to make a borrowing in accordance therewith.  Any  


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borrowing shall (i) be in an aggregate principal amount of no less than $250,000, and integral multiples of $50,000 in excess of that amount (or if less, the remaining outstanding Total Loan Commitment), and (ii) in no event exceed the lesser of (A) the remaining outstanding Total Loan Commitment and (B) the Borrowing Base then in effect.  Any Loans advanced hereunder shall be funded ratably by each of the Lenders holding any outstanding Commitments hereunder.  Unless otherwise consented to by the Agent or the Required Lenders, no more than one (1) credit extension may be made in any calendar month period; provided that multiple intra-month funding requests will be accommodated by the Required Lenders on a best-efforts basis.

2.5Evidence of Loans

(a)Each Lender shall maintain accounts in which it shall record (i) the amount of Loans made by it hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to it hereunder and (iii) the amount of any sum received by it hereunder. 

(b)The entries made in the accounts maintained pursuant to this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein absent manifest error; provided that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of Borrower to repay the Loans in accordance with the terms of this Agreement. 

(c)Any Lender may request that the portion of a Loan made by it be evidenced by a promissory note (a “Note”).  In such event, Borrower shall execute and deliver to such Lender a Note payable to such Lender and its registered assigns, in substantially the form attached as Exhibit E

3.Credit Terms.   

3.1Repayment of Principal.  The principal balance of the Loans are due on the Maturity Date. 

3.2Interest.   

(a)Base Interest.  Unless an Event of Default has occurred and is continuing (or as may otherwise be agreed with respect to any Incremental Term Loans in accordance with Section 2.3(d)), the outstanding principal amount of the Loan and all other accrued but unpaid Obligations bear interest as set forth in this Section 3.2(a).  Borrower shall pay to the Lender, monthly in arrears, accrued interest in lawful money of the U.S. paid by wire transfer or ACH payment, on the first Business Day of each calendar month (the “Monthly Payment Date”) at a per annum rate equal to the Applicable Interest Rate, provided, that Borrower shall cooperate with Agent to establish an automatic monthly ACH debit which may be initiated by Lender on the Monthly Payment Date (or any past-due date) in the amount of the interest amount then due and owing.  Any accrued interest which for any reason has not theretofore been paid is due and payable in full on the Maturity Date.   

(b)Default Interest.  Commencing on the date of, and during the continuance of, an Event of Default, at the election of the Agent and following the written notice to Borrower  


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of the implementation thereof, the then applicable interest rate will be equal to the rate as calculated pursuant to Section 3.2(a) plus two percent (2.00%) (“Default Rate”), until all Events of Default are cured or waived in writing by the Required Lenders in accordance with the terms of this Agreement; provided that such Default Rate shall apply automatically upon an Event of Default pursuant to Sections 8.1(a), (f) or (g).

(c)Calculation of Interest.  All interest rates under this Section 3.2 shall be calculated based on the basis of a 360-day year, and shall be payable for the actual number of days elapsed.  In computing interest on the outstanding Loan, the Credit Date therefor shall be included, and the date of payment of any Loan shall be excluded, provided, if the Loan is repaid on the applicable Credit Date therefor, one day’s interest shall be paid in respect of the Loan. 

(d)Saving Clause.  Notwithstanding any other provision contained in this Agreement, this Agreement, any Notes and the other Loan Documents are hereby limited by this Section 3.2(d).  In no event, whether by reason of acceleration of the maturity of the amounts due hereunder or otherwise, shall interest and fees contracted for, charged, received, paid, or agreed to be paid to Agent and/or the Lenders exceed the maximum amount permissible under applicable law.  If, from any circumstance whatsoever, interest and fees would otherwise be payable to Agent and/or the Lenders in excess of the maximum amount permissible under applicable law, the interest and fees shall be reduced to the maximum amount permitted under applicable law.  If, from any circumstance whatsoever, Agent and/or the Lenders shall have received anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to such excess interest shall be applied to the reduction of the principal amount of the Loan, in such manner as may be determined by Agent, and not to the payment of fees or interest, and if such excessive interest exceeds the unpaid balance of the principal amount of the Loan, such excess shall be refunded to Borrower.  

(e)[Reserved].  

3.3Prepayments.   

(a)Optional.  Borrower may prepay all of the Loans on any Business Day in whole or in part, in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount (or if less, the remaining outstanding balance), upon prior written notice, given to the Agent by 12:00 noon (Delaware time) not later than the date that is ten (10) days prior to the date of such prepayment (or such shorter period as is acceptable to Agent).  Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein.  All payments in respect of the principal amount of any such Loans shall include payment of accrued interest on the principal amount being repaid or prepaid (and all such payments shall be applied to the payment of interest then due and payable before application to principal), and the applicable Prepayment Premium payable with respect thereto.    

(b)Mandatory.   

(i)Overadvance.  If at any time, the outstanding principal balance of the Loans on such date exceeds the Borrowing Base reflected in the Borrowing Base  


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Certificate most recently delivered by Borrower to Agent, then Borrower shall promptly, but in any event, within ten (10) Business Days prepay the outstanding principal balance of the Loans in accordance with Section 3.5 in an aggregate amount equal to the amount of such excess.

(ii)Early Amortization Event.  Upon the occurrence of an Early Amortization Event, at the election of Agent or the Required Lenders by notice to Borrower, Borrower shall no later than twenty (20) Business Days after the receipt of such notice, prepay 100% of the Obligations. 

(c)Prepayment Premium.  Notwithstanding the foregoing, in the event of (i) any payment of all or any portion of any Loan (other than pursuant to Section 3.3(b)(i)) or (ii) the acceleration (including as a result of the commencement of any Insolvency Proceeding) of all or any portion of the Obligations, in each case, prior to the Maturity Date, Borrower shall be required to pay the Make-Whole Premium. 

(d)Status of Loans.  Each of the Loans ranks pari passu with each other Loan, regardless of the date of lending or other characteristic, and any prepayment with respect to the Loans will be applied to the Loans based on the amount outstanding on each Loan at the time of such payment. To the extent a Lender receives payments or setoffs in excess of the amount payable to such Lender pursuant to this Section 3.3(d), such Lender shall cooperate with Agent as reasonably requested by Agent to result in the payment to each Lender of its applicable portion of the overpayment based on the relative amount outstanding on each Loan. Notwithstanding this Section 3.3(d) to the contrary, if a Lender has agreed in writing to receive less than its pro-rata share of any prepayment, the other Lenders have no obligation to reallocate any payments they receive pursuant to such prepayment to the Lender waiving such pro-rata receipt.   

3.4Payments.  All payments and prepayments to be made with respect to principal, interest or otherwise on the Loans and other charges hereunder are due at 3:00 p.m., Delaware time. Borrower shall make all payments payable to each Lender hereunder, directly to such Lender, at such Lender’s account (which must be a U.S. account) designated by it to Borrower in writing, on the day when due, in lawful money of the United States of America, by wire transfer in funds immediately available at such payment office, or by electronic funds transfer received by such Lender on the day when due.  In the event payment is inadvertently made to Agent, Agent shall promptly remit to each Lender to an account designated in writing by such Lender its share of all such payments received in collected funds by Agent for the account of such Lender.  The Lender or any other holder of a Note is hereby authorized to endorse on such Note an appropriate notation evidencing each scheduled payment and each prepayment of principal and each payment of interest.   

3.5Application of Payments.  So long as no Event of Default has occurred and is continuing, payments will be applied as designated in writing by Borrower, subject to the terms of Section 3.3(d) and Section 3.7.  After the occurrence and during the continuance of an Event of Default, all amounts collected or received by Agent or any Lender from Borrower must be applied in the following order (subject to the terms of Section 3.7):  


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(a)First, to the payment of all fees, costs, expenses and indemnities then due and owing to Agent under this Agreement or any other Loan Document, until Paid in Full; 

(b)Second, to the payment of all fees, costs, expenses and indemnities then due and owing to the Lenders in respect of the Obligations, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; 

(c)Third, to the payment of all accrued and unpaid interest then due and owing to the Lenders in respect of the Obligations, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; 

(d)Fourth, to the payment of all principal of Loans then due and owing, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full; and 

(e)Fifth, to the payment of all other Obligations due and owing to each Lender, pro rata based on each Lender’s Pro Rata Share thereof, until Paid in Full. 

3.6Taxes.   

(a)All payments hereunder must, except as required by applicable law, be made without deduction or withholding for any and all present and future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees and charges imposed by any governmental authority, including interest, additions to tax or penalties applicable thereto (“Taxes”).  If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax on any payment made under this Agreement by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant governmental authority in accordance with applicable law and, if such Tax is a Non-Excluded Tax, the Borrower shall, at such time as any payment hereunder or thereunder is so reduced by a Non-Excluded Tax, pay to Lender an amount necessary (including such deductions and withholdings applicable to additional sums payable under this Section) to place Lender in the same position Lender would have been had such payment not been subject to such Non-Excluded Tax. 

(b)The Borrower shall, without duplication of amounts paid pursuant to Section 3.6(a), timely pay to the relevant governmental authority in accordance with applicable law, or at the option of the Agent timely reimburse it for the payment of, any Other Taxes. 

(c)The Borrower shall indemnify each Secured Party, within 10 days after demand therefor, for the full amount of any Non-Excluded Taxes (including Non-Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by such Secured Party  and any reasonable third-party expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Agent), or by the Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. 


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(d)Each Lender shall severally indemnify the applicable Withholding Agent, within 10 days after demand therefor, for (i) any Non-Excluded Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Non-Excluded Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.2(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant governmental authority.  A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error.  Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this paragraph (d). 

(e)As soon as practicable after any payment of Taxes by the Borrower to a governmental authority pursuant to this Section, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such governmental authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent. 

(f)Each Lender shall deliver to the Borrowers and to the Agent, at the time or times prescribed by applicable Laws or when reasonably requested by the Borrowers or the Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction as will permit payments to be made without withholding or at a reduced rate of withholding and such other reasonably requested information as will permit the Borrowers or the Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes or information reporting, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrowers pursuant to this Agreement or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. 

(i)Notwithstanding the foregoing: 

(1)Any Lender that is a U.S. person shall deliver to the Borrower and the Agent on or before the date on which it becomes a party to this Agreement two properly completed and duly signed copies of IRS Form W-9 certifying that such Lender is not subject to U.S. federal backup withholding; 

(2)Any Lender that is not a U.S. person shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent on or before the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Agent) whichever of the following is applicable: 


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(A)two properly completed and duly signed copies of IRS W-8BEN or W-8BEN-E, as applicable, claiming eligibility for the benefits of an income tax treaty to which the United States is a party; 

(B)two properly completed and duly signed copies of IRS Form W-8ECI; 

(C)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 871(h) or Section 881(c) of the Code, (A) two properly completed and duly signed certificates establishing such Lender’s eligibility (satisfactory to the Borrower) for the portfolio interest exemption and (B) two properly completed and duly signed copies of IRS Form W-8BEN or W-8BEN-E; or 

(D)to the extent a Lender is not the beneficial owner (for example, where the Lender is a partnership or a participating Lender), IRS Form W-8IMY of the Lender, accompanied by an IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, a certificate as described in clause (ii)(2)(C) above, IRS Form W-9, IRS Form W-8IMY or any other required information from each beneficial owner that would be required under this Section 3.6 if such beneficial owner were a Lender, as applicable. 

(3)If a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such person were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Sections 1471(b) or 1472(b) of the Code, as applicable), such person shall deliver to the Borrower and the Agent, at the time or times prescribed by Law and at such time or times reasonably requested by the Borrower or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Agent as may be necessary for the Borrower and the Agent, as applicable, to comply with their obligations under FATCA and to determine that such person has complied with such person’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph, the term “FATCA” shall include any amendments made to Sections 1471 through 1474 of the Code after the date of this Agreement. 

(4)On or before the date the Agent becomes a party to this Agreement, the Agent shall provide the Borrower two duly-signed, properly completed copies of the IRS Form W-9 or any successor thereto. 

(5)Each Lender and the Agent shall, whenever a lapse in time or change in circumstances renders such documentation (including any specific documentation required in this Section 3.6(f))) obsolete, expired or inaccurate in any material respect, deliver promptly to the Borrower and the Agent, or to the Borrower in the case of the Agent, updated or other appropriate documentation  


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(including any new documentation reasonably requested by the Borrower or the Agent) or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

(g)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 3.6 (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant governmental authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (c) (plus any penalties, interest or other charges imposed by the relevant governmental authority) in the event that such indemnified party is required to repay such refund to such governmental authority.  This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(h)Each party’s obligations under this Section 3.6 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

(i)Each party hereto hereby acknowledges and agrees that the Loan is part of an investment unit within the meaning of Section 1273(c)(2) of the Code, which includes the Upper90 Warrant Investment.  The parties agree to finalize the aggregate “issue price” of the Loan under Section 1273(b) of the Code and the aggregate purchase price and fair market value of the Upper90 Warrant Investment based on the parties’ joint determination of such valuation. Each party hereto agrees to use the foregoing issue price and purchase price, as applicable, for all income financial accounting and regulatory purposes with respect to this transaction. 

3.7Defaulting Lenders

(a)Defaulting Lender Adjustments.  Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 

(i)Waivers and Amendments.  Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 13.6

(ii)Defaulting Lender Waterfall.  Any payment of principal, interest, fees or other amounts received by Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise) or received by Agent from a Defaulting Lender pursuant to Section 8.5 shall be applied at such time or times as may be determined by Agent as follows: first, to the payment of any  


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amounts owing by such Defaulting Lender to Agent hereunder; second, as Borrower may request (so long as no Default or Event of Default shall have occurred and be continuing), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by Agent; third, if so determined by Agent and Borrower, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth, so long as no Default or Event of Default exists, to the payment of any amounts owing to Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided, if (x) such payment is a payment of the principal amount of any Loans of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made when the conditions set forth in Section 4.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders in accordance with their Pro Rata Shares.  Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(b)Defaulting Lender Cure.  If Borrower and Agent agree in writing that a Lender is no longer a Defaulting Lender, Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as Agent may determine to be necessary to cause the Loans to be held by the Lenders in accordance with their Pro Rata Shares, whereupon such Lender will cease to be a Defaulting Lender; provided, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrower while such Lender was a Defaulting Lender; and provided further, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender. 

4.The Closing; Conditions to Closing.   

4.1Closing.  All of the obligations of the Lenders to make the Loan as described in this Agreement on the Closing Date are subject to the satisfaction of the following additional conditions precedent (the first date upon which such conditions are satisfied, being, the “Closing Date”):  

(a)Loan Documents.  Agent shall have received each of the following Loan Documents (together with the schedules and exhibits thereto, if any), duly executed and delivered by each applicable Loan Party: 

(i)this Agreement; 


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(ii)the Security and Pledge Agreement; 

(iii)each Note requested by a Lender; 

(iv)Upper90 Warrant Investment; and 

(v)An Information Certificate in form and substance satisfactory to Agent. 

(b)Representations and Warranties; No Default.  As of the Closing Date, after giving effect to the making of the Term Loans on the Closing Date and the application of the proceeds thereof, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall be true and correct in all respects) on and as of the Closing Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, which shall have been true and correct in all respects) on and as of such earlier date.  

(c)Closing Certificate.  That Borrower has delivered to Agent a certificate signed on behalf of Borrower by a Responsible Officer of Borrower, together with all applicable attachments, certifying as to the following:  

(i)Representations and Warranties; No Default.  Borrower shall certify as to the matters set forth in Section 4.1(b) above. 

(ii)No Material Adverse Effect.  Since September 30, 2020, no event or change has occurred that has caused or evidences, or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. 

(iii)Solvency.  Borrower is and, upon the making of the Loans and other extensions credit contemplated on the Closing Date, will be, Solvent. 

(iv)Pro Forma Financial Compliance.  Borrower shall attach calculations of the Closing Date financial covenant conditions set forth in Section 4.1(j) below. 

(d)Borrowing Base Certificate.  Borrower shall deliver to Agent a Borrowing Base Certificate evidencing the non-existence of any Overadvance (after giving effect to the Loans contemplated to be advanced on the Closing Date). 

(e)Secretary’s Certificates.  Agent shall have received a duly executed certificate from the secretary or assistant secretary of each Loan Party, together with all applicable attachments, certifying as to the following: 

(i)Organizational Documents.  Attached thereto is a copy of each organizational document of such Loan Party duly executed and delivered by each party  


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thereto and, to the extent applicable, certified as of a recent date by the appropriate governmental official, each dated the Closing Date or a recent date prior thereto.

(ii)Signature and Incumbency.  Set forth therein are the signature and incumbency of the officers or other authorized representatives of such Loan Party executing the Loan Documents to which it is a party. 

(iii)Resolutions.  Attached thereto are copies of resolutions of the Board of such Loan Party approving and authorizing the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date as being in full force and effect without modification or amendment. 

(iv)Good Standing Certificates.  Attached thereto is a good standing certificate from the applicable governmental authority of such Loan Party’s jurisdiction of incorporation, organization or formation, each dated a recent date prior to the Closing Date. 

(f)Fees and Expenses.  That Borrower has paid to Agent all fees and reasonable expenses of Agent required hereunder or under any other Loan Document (including reasonable fees and expenses of counsel) in connection with this Agreement and the other Loan Documents.   

(g)Regulatory Consents and Approvals.  That all third-party consents or approvals necessary to consummate the transactions contemplated hereby, including any governmental or regulatory authority approvals, have been duly obtained. 

(h)Searches.  Agent shall (i) obtain on behalf of Borrower, copies of the Uniform Commercial Code, Tax lien, pending suit and judgment searches and intellectual property searches from such jurisdictions as Agent deems necessary, (ii) receive UCC termination statements, intellectual property security interest releases or similar documents for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) or intellectual property lien disclosed in such search (other than any such financing statements in respect of Permitted Liens), including, without limitation, a termination statement and intellectual property releases in respect of the Existing U90 Note. 

(i)Insurance.  Agent shall have received a certificate from Holdings’ insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 6.3 is in full force and effect and that the Agent, for the benefit of the Secured Parties, has been named as additional insured and loss payee thereunder to the extent required under Section 6.3

(j)Closing Date Financial Covenant Compliance.  Agent shall have received (i) the Historical Financial Statements, and (ii) calculations or evidence, as applicable, confirming compliance with the following pro forma financial conditions: 

(i)Holdings and its Subsidiaries shall have Liquidity of no less than $500,000; and 


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(ii)Holding’s and its Subsidiaries consolidated Tangible Net Worth shall be no less than $500,000. 

(k)[Reserved]

4.2Conditions to Subsequent Credit Extensions.  The obligation of each Lender to make any Loan after the Closing Date are subject to the satisfaction, or waiver in accordance with Section 13.6, of the following conditions precedent: 

(a)Notice.  Agent shall have received a fully executed and delivered Funding Notice; 

(b)Representations and Warranties.  As of such Credit Date, after giving effect to the making of such Loan and the application of proceeds thereof, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount thresholds, which shall be true and correct in all respects) on and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (except for those representations and warranties that are conditioned by materiality, Material Adverse Effect or dollar amount thresholds, which shall have been true and correct in all respects) on and as of such earlier date; 

(c)No Default or Event of Default.  As of such Credit Date, after giving effect to the applicable Loans and the application of proceeds thereof, no event shall have occurred and be continuing or would result from the consummation of the applicable Loan that would constitute a Default or an Event of Default. 

(d)Fees and Expenses.  Borrower shall have paid to Agent and the Lenders all reasonable fees and expenses that are then due and payable. 

(e)Borrowing Base Certificate.  Borrower shall deliver to Agent a Borrowing Base Certificate evidencing the non-existence of an Overadvance (after giving effect to the Loans contemplated to be advanced on the Credit Date). 

(f)Compliance Certificate.  Borrower shall deliver a pro forma Compliance Certificate demonstrating pro forma compliance with financial covenants set forth in Section 7.11 and, if applicable, Section 4.2(g) or Section 4.2(h), immediately after giving effect to the loans to be advanced on the applicable loan funding date (and attaching thereto, the calculations therefor). 

(g)Minimum Asset Yield Percentage.  With respect to any Credit Date occurring on or prior to the delivery to Agent of the financial statements and reports set forth in Section 6.4(b), (d) and (e) for the last month of the Ramp-Up Period, the Weighted Average Asset Yield Percentage for the below listed periods, shall exceed the minimum percentage set forth opposite thereof: 


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Applicable Period

Weighted Average Asset Yield Percentage

Closing Date through November 30, 2020

6.5%

Closing Date through December 31, 2020

6.8%

Closing Date through January 31, 2021

7.0%

Closing Date through February 28, 2021

7.3%

Closing Date through March 31, 2021

7.6%

Closing Date through April 30, 2021

7.8%

 

(h)Interest Coverage Ratio.  With respect to any Credit Date occurring on or after the delivery to Agent of the financial statements and reports set forth in Section 6.4(b), (d) and (e) for the month ending after the Ramp-Up Period, Holdings and its Subsidiaries shall not have an Interest Coverage Ratio (as of the last day of the most recent fiscal month then ended), of less than or equal the greatest of (as applicable):  

(i)in the case of any Credit Date occurring after the end of the Ramp-Up Period, 1.25; 

(ii)in the case of any such Credit Date occurring after the earlier of (i) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion and after giving pro forma effect to the advances to be made on such Credit Date) equals or exceeds $7,500,000 and (y) the twelve-month anniversary of the Closing Date, 2.00:1.00; and 

(iii)in the case of any such Credit Date occurring after the earlier of (i) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion and after giving pro forma effect to the advances to be made on such Credit Date) equals or exceeds $10,000,000 and (y) the eighteen-month anniversary of the Closing Date, 2.25:1.00. 

For the avoidance of doubt, this paragraph (h) shall not be a condition to any Credit Dates occurring prior to the date that the financial statements and reports set forth in Section 6.4(b), (d) and (e) for the month ending May 31, 2021 are required to be delivered hereunder.


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5.Representations and Warranties.  In order to induce the Lenders to make the Loans, the Loan Parties make the following representations and warranties, each of which is independently material and relied upon by the Lenders: 

5.1Existence and Rights.  Each Loan Party and each of their respective Subsidiaries is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, as the case may be.  Each Loan Party has all requisite limited liability company or corporate power and authority, as applicable, to own and operate its properties, to carry on its business as now conducted and proposed to be conducted, to enter into this Agreement and each of the Loan Documents to which such Person is a party and to carry out the transactions contemplated hereby and thereby.  Each Loan Party and each of its Subsidiaries is duly qualified to do business and in good standing in each other jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect. 

5.2Agreement Authorized.  The execution, delivery and performance of this Agreement and the other Loan Documents by each Loan Party a party thereto are duly authorized and do not require the consent or approval of any governmental body, other regulatory authority or other third party which has not previously been obtained.  All action on the part of each Loan Party, and all necessary or appropriate approvals and consents for the due execution, delivery and performance of this Agreement and the other Loan Documents to which such Loan Party is a party have been duly and validly obtained or taken.  This Agreement and the other Loan Documents constitute the valid and binding obligations of each Loan Party that is a party thereto, enforceable against such Loan Party in accordance with their respective terms, except to the extent that enforcement thereof may be limited by bankruptcy, insolvency, liquidation, reorganization, plan of arrangement, reconstruction and other similar laws affecting enforcement of creditors’ rights generally and by application of general equitable principles. 

5.3Capitalization; Investments.   

(a)As of the Closing Date, Loan Party’s outstanding Stock is owned by the equity holders and in the percentages set forth in Schedule 5.3.  All of the outstanding units or shares, as applicable, of the Loan Parties are duly authorized, validly issued, are not subject to assessment by the issuer thereof for any unpaid capital contribution, were issued in compliance with all applicable state, provincial, and federal laws and regulations concerning the issuance of securities and are free and clear of all Liens except for Permitted Liens.  No Stock of any Loan Party, other than those described above, are issued and outstanding.  Except as described in Schedule 5.3, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition of Holdings or any of its Subsidiaries’ Stock. 

(b)As of the Closing Date, except as set forth in Schedule 5.3, Holdings does not (i) have any Subsidiaries, or any investment in any other business or entity, other than Borrower, or (ii) own or control or have any contract or commitment to own or Control any capital stock, bonds or other securities of, and does not have a proprietary interest in, any corporation, partnership, limited liability company, proprietorship or other business organization.   


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5.4Solvency.  The Loan Parties are and, upon the incurrence of any Loan on any date on which this representation and warranty is made, will be, on a consolidated basis, Solvent. 

5.5Litigation.  Except as disclosed on Schedule 5.5, there is not now pending against any Loan Party, nor to the knowledge of any Loan Party is there threatened in writing, any action, suit or proceeding at law or in equity or before any administrative agency that would reasonably be expected to have a Material Adverse Effect if adversely determined.  No judgment, decree or order of any court or governmental or administrative agency or instrumentality has been issued against the Loan Parties or which has or may have any Material Adverse Effect. 

5.6Financial Statements.   

(a)Schedule 5.6 contains complete and correct copies of the Historical Financial Statements.   

(b)The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from normal year-end adjustments.  As of the Closing Date, no Loan Party has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not, in all material respects, reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets or financial condition of Holdings and its Subsidiaries taken as a whole. 

(c)Since September 30, 2020, no event or change has occurred that has caused or evidences, or that would reasonably be expected to result in, either individually or in the aggregate, a Material Adverse Effect. 

5.7Holdings’ Assets and Liabilities; Borrower’s Conduct of Business.   

(a)As of, and following, the Restructuring Date, Holdings (i) does not conduct any business other than (A) matters incidental to its ownership of equity securities of Borrower, or own any material assets other than its Equity Interests in the Borrower and (B) pursuant to certain shareholder agreements, provided that (x) except as set forth on Schedule 5.7 hereto, no such agreement contains a right of first offer with respect to the purchase of any Stock of Holdings or any of its Subsidiaries or any mandatory redemption provisions and (y) no allowance under this Section 5.7(a)(i)(B) shall be construed as a consent of any Change of Control, or (ii) has not incurred any Indebtedness or liabilities other than as expressly permitted under the Loan Documents and other liabilities incidental to the conduct of its business.  As of the Closing Date and prior to the Restructuring Date, Holdings (A) does not conduct any business other than the Business, and other business activity incidental thereto, and the holding of Investments permitted under Section 7.3 or (B) has not incurred any Indebtedness or liabilities other than as expressly permitted under the Loan Documents and other liabilities incidental to the conduct of its business. 

(b)Borrower (i) does not conduct any business other than the Business, and other business activity incidental thereto, and the holding of Investments permitted under Section  


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7.3 or (ii) has not incurred any Indebtedness or liabilities other than as expressly permitted under the Loan Documents and other liabilities incidental to the conduct of its business.

5.8Contracts.  Neither the execution nor the delivery of this Agreement or any other Loan Documents nor the consummation of the transactions contemplated hereby or thereby, nor the fulfillment of the terms hereof or thereof, will conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, (i) any Loan Party’s organizational documents, (ii) any Material Contract, (iii) any law, ordinance, regulation, governmental license, approval, tariff, any order or decision of any court in any material respect, or (iv) any lien, charge or encumbrance under which any Loan Party or any of its properties is bound or obligated, or result in the creation or imposition of any lien of any nature whatsoever upon any of Holdings’ or its Subsidiaries’ respective assets. 

5.9Employee Benefit Plans.  None of the Loan Parties, any of their respective Subsidiaries or, except as could not reasonably be expected to have a Material Adverse Effect or result in any Lien under ERISA, any of their respective ERISA Affiliates, contributes to, is required to contribute to or otherwise has any liability or obligation with respect to any Pension Benefit Plans or Multiemployer Plans. 

5.10Compliance with Laws, Instruments, Etc.  Each Loan Party (a) is not in violation of any applicable law, statute or regulation of any federal, state, provincial, municipal or other governmental or quasi-governmental agency, board, bureau or body, domestic and foreign, relating to the conduct of its business or the maintenance, operation or use of its assets, or (b) is not in violation or default with respect to any order, license, regulation or demand of any court or governmental agency, or in default under any indenture, mortgage, lease, agreement or other instrument under which it is bound, except, in the case of clause (a) and (b), to the extent that such violation or default could not reasonably be expected to result in a Material Adverse Effect. 

5.11Eligible Inventory; Inventory Generally.   

(a)Borrower and its Subsidiaries (and, prior to the Restructuring Date, Holdings) keeps correct and accurate records itemizing and describing the type, quality, and quantity of its and its Subsidiaries’ Inventory and the book value thereof. 

(b)As to each item of Inventory that is identified by Borrower as Eligible Inventory in a Borrowing Base Certificate submitted to Agent, such Inventory is (a) of good and merchantable quality, free from known defects other than wear and tear commensurate with age and grade of the Collectible, and (b) not excluded as ineligible by virtue of one or more of the excluding criteria (other than any Agent-discretionary criteria) set forth in the definition of Eligible Inventory. 

(c)The Inventory of Borrower and its Subsidiaries (and, prior to the Restructuring Date, Holdings) is not stored with a bailee, warehouseman, or similar party and, unless otherwise specified on the Borrowing Base Certificate, is located only at, or in-transit between, the locations identified on Schedule 5.11 to this Agreement (as such Schedule may be updated pursuant to Section 6.4(d))


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5.12Brokers.  No Loan Party has incurred any liability for any finders’ fees, brokerage fees or similar fees or expenses in connection with entering into this transaction with the Lender. 

5.13Taxes.   All material Tax returns and reports of Holdings and its Subsidiaries required to be filed by any of them have been timely filed or caused to be timely filed, and all material Taxes upon Holdings and its Subsidiaries and their respective properties, assets, income, businesses and franchises which are due and payable have been duly and timely paid when due and payable, other than any Tax being Properly Contested. As of the Closing Date, no material Tax return is under audit or examination by any governmental authority and no written notice of such an audit or examination or any assertion of any claim for Taxes has been given or made by any governmental authority, and none of the Loan Parties knows of a Tax assessment which has been proposed against it in writing. 

5.14Insurance.  The insurance Holdings and its Subsidiaries carries is described and set forth on Schedule 5.14, and all premiums thereon have been paid as and when due.  

5.15Related Transactions.  Except as disclosed on Schedule 5.15, no Loan Party is a party to any contract or agreement with any Affiliate. 

5.16Disclosure. Neither this Agreement, the Loan Documents nor any of the schedules, attachments, written statements, documents, certificates or other items required hereby (other than (x) projections which are based on good-faith estimates and assumptions that were reasonable at the time made and (y) industry information which may be provided by the Loan Parties to the Agent) contain any untrue statement of a material fact or omit a material fact necessary to make each such statement contained herein or therein, taken as a whole, not misleading.  To the Loan Parties’ knowledge, there is no material fact pertaining to its business which it has not disclosed to the Lender in writing and which, as of the date hereof, would reasonably be expected to result in a Material Adverse Effect. 

5.17Investment Companies.  No Loan Party is an “Investment Company” or a company Controlled by an “Investment Company” within the meaning of the Investment Company Act of 1940, as amended. 

5.18Sanctions; Anti-Money Laundering Laws.   

(a)No Loan Party or any of its Subsidiaries is in violation of any Sanctions. 

(b)To the extent Holdings or any of its Subsidiaries are required to do so by any anti-money laundering or regulation which are applicable to Holdings and its Subsidiaries (collectively, the “Anti-Money Laundering Laws”), Holdings and its Subsidiaries shall have established an anti-money laundering compliance program in compliance with all applicable Anti-Money Laundering Laws.  No Loan Party is aware of any failure to be in compliance, in all material respects, with Anti-Money Laundering Laws.   

5.19Regulations U and X; Use of Proceeds.  No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined, from time to time, in Regulation U promulgated by the Board of Governors of the Federal Reserve System), directly or indirectly, providing funds to others or long-term leasing of equipment with no  


40



provision for maintenance or repair.  No part of the proceeds of the Loans shall be used (a) to purchase or carry any margin stock or (b) to extend credit to others for the purpose of purchasing or carrying any margin stock in violation of Regulations U and X.

6.Affirmative Covenants.  From and after the Closing Date and so long as any Obligation is outstanding, the Loan Parties shall comply (and shall cause each of their respective Subsidiaries, as applicable, to comply) with each of the following actions: 

6.1Taxes.  Holdings and each of its Subsidiaries shall prepare all material Tax returns required by law to be filed, and such returns shall be accurate in all material respects.  Holdings and its Subsidiaries shall pay all material applicable taxes, assessments and governmental charges and levies imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by applicable law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such tax or claim need be paid if it is being Properly Contested.   

6.2Maintain Rights and Facilities.  The Loan Parties shall maintain and preserve their corporate existence and all rights, franchises, qualifications, and licenses necessary for the conduct of its business and the ownership of its properties, except as is otherwise permitted under Section 7.3.   

6.3Insurance; Key Man Insurance.   

(a)Holdings and each of its Subsidiaries shall maintain insurance (if any) against all such liabilities, hazards and risks, and in at least such amounts as are usually carried by persons engaged in the same or a similar business. 

(b)Subject to Section 6.14, Holdings shall have obtained “key man” insurance with respect to each Key Man, with a financially sound and reputable insurer reasonably acceptable to Agent, with individual coverage amounts of $1,000,000, and otherwise on terms (including deductibles and exclusions) reasonably acceptable to Agent. 

(c)Each policy of insurance maintained pursuant to this Section 6.3 shall (i) in the case of liability insurance policies and any “key man” insurance maintained under Section 6.3(b) above, name the Agent, on behalf of the Secured Parties, as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a lenders loss payable clause or endorsement, reasonably satisfactory in form and substance to the Agent, that names the Agent, on behalf of the Secured Parties, as the lenders loss payee thereunder for any loss, and, in each case, provides for at least thirty (30) days’ prior written notice to the Agent of any modification or cancellation of such policy (or in the case of non-payment, at least ten (10) days’ prior written notice).   

6.4Financial Reports.  Holdings and its Subsidiaries shall provide to the Agent and the Lenders the following financial reports: 


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(a)Annual Reporting.  Within one hundred twenty (120) days after the end of each Fiscal Year of Holdings (or, in the case of the Fiscal Year ending December 31, 2020, within one hundred twenty (120) days of the Auditor Selection Date), deliver audited financial statements of Holdings and its Subsidiaries for such year which present fairly the financial condition of Holdings and its Subsidiaries including the balance sheet as at the end of such Fiscal Year and a statement of cash flows and income statement for such Fiscal Year, certified without any “going concern” or like qualification (other than solely as a result of the final maturity date of any Loans being scheduled to occur within twelve (12) calendar months from the date of such opinion), by an independent auditor of regionally recognized standing reasonably acceptable to Agent, all on a consolidated and consolidating basis, setting forth in the consolidated statements in comparative form, the corresponding figures for such Fiscal Year set forth in the annual projections delivered on the Closing Date and pursuant to clause (f) below, all in reasonable detail, including all supporting schedules, and prepared in accordance with GAAP consistent with the Historical Financial Statements described in clause (a) of the definition thereof, together with any management letters, if available; 

(b)Monthly Reporting.  Within 30 days after the end of each calendar month, (i) a balance sheet, income statement and statement of cash flows of Holdings and its Subsidiaries with respect to the calendar month most recently ended, along with year-to-date information, setting forth in the consolidated and consolidating statements in comparative form, figures for such calendar month and the portion of the Fiscal Year ended at the end of such calendar month set forth in the annual projections delivered on the Closing Date and pursuant to clause (f) below, together with (x) a certificate of a Responsible Officer, certifying that the attached financial statements financial fairly present the financial condition of Holdings and its Subsidiaries during the periods set forth therein (except that such financial statements may (i) be subject to normal year-end adjustments; and (ii) not contain all notes thereto that may be required in accordance with GAAP), and (y) accompanying bank reconciliations, and (ii) a monthly Dashboard Report of Holdings and its Subsidiaries for the calendar month most recently ended; 

(c)Reserved.   

(d)Compliance Certificate; Information Certificate Updates.  Together with the delivery of the annual and monthly financial statements referred to in paragraphs (a) and (b) above, delivery to Agent of a duly executed and completed compliance certificate substantially in the form of Exhibit C (a “Compliance Certificate”), stating that (i) such Responsible Officer has reviewed the provisions of this Agreement and the other Loan Documents (ii) no Default or Event of Default has occurred or, if a Default or Event of Default has occurred, a detailed description of the Default or Event of Default, the period of existence thereof, and all actions Holdings and its Subsidiaries are taking and propose to take with respect to such Default or Event of Default, (iii) showing the Loan Parties’ compliance with the Section 7.11, (iv) setting forth a calculation of the condition to future Credit Dates set forth in Section 4.2(g) or Section 4.2(h) and (v) solely in the case of the annual financial statements referred to in paragraph (a) above, either (x) a confirmation that there have been no changes to the information contained in the Information Certificate delivered on the Closing Date or the date of the most recently updated Information Certificate delivered pursuant to this clause (d)(v) and/or (y) attaches an updated Information Certificate identifying any such changes to the information contained therein; 


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(e)Borrowing Base Certificate.  Within 10 days of the end of each calendar month, a Borrowing Base Certificate; 

(f)Projections.  As soon as available and in any event no later than thirty 30 days after the beginning of each fiscal year of Holdings and its Subsidiaries, projections of Holdings and its Subsidiaries’ consolidated and consolidating financial performance for the then current fiscal year (prepared on a calendar month by calendar month basis), in form and substance satisfactory to the Agent; 

(g)Notice of Changes in Accounting Policies.  Simultaneously with the delivery of the financial statements of Holdings and its Subsidiaries required by clauses (a), and (c) of this Section 6.4, if, as a result of any change in accounting principles and policies from those used in the preparation of the financial statements delivered prior to the Closing Date that is permitted hereunder, the financial statements of Holdings and its Subsidiaries delivered pursuant to clauses (a) and (c) of this Section 6.4 will differ from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then, together with the first delivery of such financial statements after such change, one or more statements of reconciliation for all such prior financial statements in form and substance satisfactory to the Agent; and 

(h)Other Financial Information.  Such other data, reports, statements and information (financial or otherwise), as Agent may reasonably request. 

6.5Board Observer Rights.   

(a)Agent shall have the right to appoint a representative (an “Observer”) with no voting rights to attend (or participate by telephone in) any meeting of to the board of directors or similar governing body of Holdings and Borrower (and any committee thereof) (each such governing body, being referred to herein collectively, as the “Board”) in a non-voting observer capacity. If the Board proposes to take any action by written consent in lieu of a meeting of the Board or any committee thereof, Borrower shall give written notice thereof to the Observer prior to the effective date of such consent describing the nature and substance of such action. The Observer may be excluded from portions of any meeting of the Board, and denied access to any information or materials, to the extent that the Board determines in good faith that (i) on the advice of counsel, such exclusion is required to preserve any evidentiary privilege, (ii) such participation or access, as applicable, would result in the disclosure of sensitive trade secrets or (iii) the respective interests of the Loan Parties, on the one hand, and the Agent, or the Observer, on the other hand, as applicable, as to the matter(s) to be discussed or actions to be taken during such portion of such meeting, would otherwise result in a conflict of interest.   

(b)The Observer shall receive all reports, meeting materials, notices and other materials as and when provided to the members of the Board or any committee thereof in connection with a vote or such meetings of the Board or committees thereof.   

(c)Borrower shall reimburse the Observer for all reasonable and documented hotel and travel expenses incurred in attending any meeting of the Board or any committee of the Board upon presentation of invoices or other documentation of such expenses; provided, that, non- 


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commercially available travel accommodations (e.g., charter or private air travel) or first class or business class air travel, shall not be a reimbursable expense.

6.6Compliance with Instruments, Material Contracts, Laws, Etc.  Holdings and each of its Subsidiaries shall (i) comply in all respects with the terms, requirements, restrictions and limitations of any applicable law, statute or regulation of any federal, state, provincial, municipal or other governmental or quasi-governmental agency, board, bureau or body relating to the conduct of Holdings and its Subsidiaries’ business and maintenance and operation of their properties and (ii) all indentures, mortgages, leases, agreements, other instrument or Material Contract under which it is bound, except, in the case of clause (i) and (ii), in each case except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. 

6.7Notices.  Upon any Loan Party obtaining notice or knowledge of any of the following, the Loan Parties shall promptly (and in any event within three Business Days in the case of Section 6.7(a)) notify in writing Agent of the same and what action the Loan Parties propose to take, and shall thereafter keep Agent fully informed, with respect thereto: 

(a)(i) Any Event of Default or the existence or occurrence of any condition, event, act or omission which, with the giving of notice or the passage of time or both, would constitute an Event of Default, or (ii) any breach of or default by Holdings or any other Loan Party in the fulfillment of any of the terms, covenants or conditions or any loan agreement or contract or governmental license, permit or tariff by which the Loan Parties are bound or to which any Loan Party is a party, or the existence or occurrence of any condition, event, act or omission which, with the giving of notice or the passage of time or both, would constitute a default or event of default under any loan agreement or contract, governmental license, permit or tariff, which in each case of this clause (ii), would reasonably be expected to result in a Material Adverse Effect. 

(b)Any litigation, investigation or administrative proceeding that would reasonably be expected to have a Material Adverse Effect if adversely determined is sought against Holdings or any Subsidiary, or any determination, fine, penalty or other dispute to which Holdings or any of its Subsidiaries is a party or by which any such Person is affected and which reasonably could be expected to have a Material Adverse Effect. 

(c)Any actual or alleged (in writing) breaches of any Material Contract or early termination of (or written threat to terminate) any Material Contract; any event which constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which Holdings or any of its Subsidiaries is a party or by which Holdings, any of its Subsidiaries or any of their respective properties may be bound and which reasonably could be expected to have a Material Adverse Effect; 

(d)Upon request of Agent, the Loan Parties shall deliver to Agent any other materials, reports, records or information reasonably requested relating to the operations, business affairs, financial condition of Holdings and its Subsidiaries. 

6.8Information Rights; Inspection.  Holdings and each of its Subsidiaries shall keep proper books of record and account and, after reasonable prior notice and during normal business hours (prior notice not required following the occurrence and during the continuation of an Event  


44



of Default) shall give any authorized representative of Agent access to, and permit him or her to examine, copy or make extracts from, any and all of its books, records and documents, to inspect any of its properties and to discuss its affairs, finances and accounts with any of its principal officers, all at such times and as often as may be reasonably requested. If no Event of Default has occurred and is continuing at the time of such inspection, no more than one such inspection per year may be conducted by Agent at Holdings and its Subsidiaries’ expense.

 

6.9Use of Proceeds.  Borrower shall use the proceeds of the Loans to fund the acquisition costs of Collectibles for sale to retail investors by way of asset securitization transactions via the Borrower’s (or, prior to the Restructuring Date, Holdings’) platform, to refinance the Existing U90 Note, and to finance fees and expenses incurred in connection with this Agreement and the Closing Date transactions. 

6.10Joinder of New Loan Parties.  Without limiting the provisions of Section 7.3, if, after the Closing Date, any Loan Party forms a Subsidiary, such Subsidiary shall, promptly thereafter, disclose the formation thereof to the Agent, and shall, no later than 30 calendar days after the formation thereof, cause such Subsidiary to become a Borrower or Guarantor hereunder by delivering to Agent (i) a Joinder Agreement adding such Subsidiary as a Borrower or Guarantor (as applicable), together with such other security documents reasonably requested in order to grant Agent for the benefit of the Lenders, a first priority Lien and security interest in the Collateral of such Subsidiary, in form and substance reasonably satisfactory to Agent, (ii) a secretary certificate substantially in the form delivered with respect to the Loan Parties on the Closing Date, attaching a certified copy of its organizational documents, authorizing resolutions and a good standing certificate from the state in which such Subsidiary is incorporated, organized or formed, and any and all states in which such Subsidiary is authorized to do business (except for such jurisdictions where the failure to be so qualified to do business could reasonably be expected to have a Material Adverse Effect), (iii) lien searches evidencing the absence of liens on such Subsidiaries (other than Permitted Liens) (consistent with the search logic with respect to the Lien searches delivered at the Closing Date), (iv) Collateral Access Agreements, to the extent required pursuant to the terms hereof and (v) to the extent certificated, the stock certificates of such Subsidiary, together with endorsements in blank, pledging 100% of the Equity Interests of such Subsidiary. 

6.11Further Assurances.  At any time or from time to time upon the request of Agent, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Agent may reasonably request in order to effect fully the purposes of the Loan Documents.  In furtherance and not in limitation of the foregoing, each Loan Party shall take such actions as Agent may reasonably request from time to time to ensure that the Obligations are guaranteed by the Guarantors and are secured by substantially all of the assets of the Loan Parties (including, taking such actions to perfect one’s security interest in any Titled Collateral to the extent required under the terms of the Security and Pledge Agreement). 

6.12Landlord Waivers; Collateral Access Agreements.  At any time any Collateral (including any Inventory) with a book value in excess of $100,000 (when aggregated with all other Collateral at the same location) is located on any real property of a Loan Party (whether such real property is now existing or acquired after the Closing Date) which is not owned by a Loan Party, or is stored on the premises of a bailee, warehouseman, or similar party, use commercially reasonable efforts to obtain written subordinations or waivers or collateral access agreements, as  


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the case may be, in form and substance reasonably satisfactory to the Agent (“Collateral Access Agreement”), except with respect to any such Collateral (including Inventory) that is located or stored at any location for a reasonably limited duration (not to exceed 30 consecutive days) solely for marketing purposes and Inventory in transit.

6.13Cash Management.  All proceeds of Collateral (including, proceeds of any future equity raises and monies raised in connection with the offering of Collectibles) shall be deposited by the Loan Parties into a lockbox account, dominion account, blocked account or a control account (“Cash Management Accounts”) established at a bank or banks (each such bank, a “Cash Management Bank”) pursuant to arrangement with such Cash Management Bank as may be selected by the Loan Parties and be reasonably acceptable to Agent.  By no later than the date specified on Appendices 6.14, each Loan Party account holder, Agent and each Cash Management Bank shall enter into a Control Agreement with respect to each Cash Management Account (other than Excluded Accounts) directing such Cash Management Account Bank to, upon delivery of a notice of control from Agent (which notice shall be delivered solely after the occurrence and during the continuance of an Event of Default) transfer such funds so deposited to Agent, either to any account maintained by Agent at said Cash Management Bank or by wire transfer to appropriate account(s) of Agent for the benefit of the Secured Parties.   

6.14Post-Closing Conditions Subsequent.  Holdings shall, and shall cause each applicable Loan Party, to take each of the actions specified on Appendices 6.14 within the time periods provided therein (unless any such time period is extended by Agent in its reasonable discretion). 

7.Negative Covenants.  From and after the Closing Date and so long as any Obligation is outstanding, no Loan Party will do, take or permit to occur, any of the following actions without the prior written consent of Agent: 

7.1Redemptions and Distributions.  (a) Declare or make, or agree to declare or make, directly or indirectly (or incur any obligation to consummate or effectuate) any dividend or other distribution (whether in cash, securities or other property) with respect to any Stock, equity interests, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interests or any option, warrant or other right to acquire any such equity interests, (b) any payment or prepayment of interest on, principal of, premium, if any, redemption, conversion, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any subordinated Indebtedness, or (c) pay any fee (including, management and advisory fees), expense reimbursement, indemnity payment or other amount to any Affiliate of the Loan Parties (collectively, “Restricted Payments”), provided that Holdings and its Subsidiaries, may, without the written consent of the Lenders: 

(i)convert any of its convertible securities into other securities pursuant to the terms of such convertible securities or otherwise in exchange thereof, provided, that no such conversion security shall constitute Disqualified Stock,  

(ii)any Loan Party may make distributions to another Loan Party (other than, pursuant to this clause (ii), Holdings);  


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(iii)the Borrower and each Subsidiary may declare and pay dividends or make other distributions to Holdings in respect of overhead of Holdings or its direct or indirect owners, including, without limitation, legal, accounting and professional fees and other fees and expenses in connection with the maintenance of its existence and its ownership of the Borrower and its Subsidiaries and franchise Taxes and other Taxes required to maintain its (or any of its direct or indirect parents’) corporate existence;  

(iv)in the event the Borrower files a consolidated, combined, unitary, affiliated, or similar income tax return with Holdings or any direct or indirect parent of Borrower (as applicable to Holdings or any direct or indirect parent of Borrower, the “Consolidated Tax Parent”) Borrower may make tax distributions to Holdings to permit the Consolidated Tax Parent to pay the Tax liability in respect of the consolidated, combined, unitary, affiliated or similar returns filed by the Consolidated Tax Parent in each relevant jurisdiction solely to the extent attributable to taxable income, revenue, receipts, gross receipts, gross profits, capital or margin of the Borrower and/or its Subsidiaries and the ownership of the Consolidated Tax Parent in the Borrower and/or its Subsidiaries; provided that the amount of such payment or distribution shall not be greater than the amount of such taxes that would have been due and payable by the Borrower and its Subsidiaries had the Borrower not filed a consolidated, combined, unitary, affiliated, or similar return with the Consolidated Tax Parent;  

(v)repurchase the stock of former employees or consultants pursuant to rights of repurchase or stock repurchase agreements so long as an Event of Default does not exist at the time of such repurchase and would not exist after giving effect to any such repurchase, provided that the aggregate amount of all such repurchases does not exceed $100,000 during any calendar year;  

(vi)the Loan Parties may make any payments on or in respect of any subordinated Indebtedness permitted under Section 7.7(h), in accordance with the terms of the applicable subordination agreement provisions; and 

(vii)the Loan Parties may make payments on behalf of Holdings in respect of, or distribute cash to Holdings solely to make payments for, liabilities of the Business, in the Ordinary Course of Business, prior to the Restructuring Date.  

7.2Operations.  Except pursuant to the Restructuring, acquire any material assets or material liabilities or engage in any business other than that described under Section 5.7

7.3Acquisition or Sale of Business; Merger, Consolidation or Joint Venture; Investments.  

(a)Except pursuant to the Restructuring, purchase or otherwise acquire the stock, shares, units, or other securities, or the assets or business, of any Person, except in compliance with Section 6.10;  

(b)Liquidate, dissolve, merge, amalgamate, consolidate, reorganize, recapitalize or otherwise alter its legal status or commence any proceedings therefore, except that any Subsidiary of Borrower may merge or consolidate into Borrower or any other Loan Party  


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(other than Holdings), provided, that in any such transaction involving Borrower, Borrower is the surviving Person; or

(c)Make any investment in any other items that are or would be classified as investments on a balance sheet of such Person prepared in accordance with GAAP (each, an “Investment”), other than Permitted Investments. 

7.4Amendments or Changes in Charter or Agreements.   

(a)Amend, modify or supplement in any way, or terminate, (i) its articles of incorporation, by laws, or other similar governing document, or (ii) except pursuant to the Restructuring, any Material Contract of the Loan Parties, in each case, in a manner which is materially adverse to Agent or Lenders.  

(b)Amend, modify or otherwise change its name, jurisdiction of organization, organizational identification number or FEIN, except upon at least 30 days’ prior written notice to Agent of such change and so long as, at the time of such written notification, such Person provides any financing statements or fixture filings necessary to perfect and continue perfected Agent’s Liens.   

7.5Dealings with Affiliates.  Enter into any transaction, (including, without limitation, the purchase, sale or exchange of property or the rendering of any services), with any Affiliate of Borrower, except (a) transactions entered into in the Ordinary Course of Business, upon fair and reasonable terms that are no less favorable to the Loan Parties than would be obtained in an arm’s length transaction with a non-affiliated Person or entity, (b) transactions otherwise expressly permitted by this Agreement, (c) distributions contemplated under Schedule 5.15, provided that such intercompany agreement is in form and substance reasonably satisfactory to Agent, (d) transactions pursuant to which a direct or indirect holder of Holdings’ Stock (i) contributes to or invests in Holdings in the form of Stock not constituting Disqualified Stock, or (ii) provides credit support, whether in the form of a direct guaranty, equity contribution agreement or other comparable obligation, (e) transactions solely among the Loan Parties, (f) loans to officers or directors relating to the purchase of equity securities of Holdings or its Subsidiaries pursuant to stock purchase plans or agreements approved by Holdings’ board of directors and (g) pursuant to the Restructuring.  Nothing in this Section 7.5 permits any payments, dividends or other distributions not expressly permitted by Section 7.1

7.6Employee Benefit Plans.  None of the Loan Parties or, except as could not reasonably be expected to have a Material Adverse Effect or result in any Lien under ERISA, any of their respective ERISA Affiliates, shall contributes to, become obligated to contribute to or otherwise have any liability or obligation with respect to any Pension Benefit Plan or Multiemployer Plan.  

7.7Permitted Indebtedness.  None of Holdings  nor Borrower shall incur or create, or permit any of their Subsidiaries to incur or create, any Indebtedness other than (a) the Obligations; (b) purchase money Indebtedness and Capitalized Lease Obligations, not to exceed $75,000 in the aggregate; (c) existing Indebtedness described on Schedule 7.7 to this Agreement; (d) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar  


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instrument drawn against insufficient funds in the Ordinary Course of Business, (e) other unsecured Indebtedness in an aggregate outstanding amount at any one time not to exceed $50,000, (f) accounts payable or other unsecured indebtedness to trade creditors for goods or services and current operating liabilities (other than for borrowed money) in each case which are incurred in the Ordinary Course of Business of the Borrower and paid as agreed, unless contested in good faith and by appropriate proceedings, (g) pari passu Incremental Term Loans permitted under Section 2.3, (h) subordinated Indebtedness in such amounts and on such terms reasonably acceptable to Agent, (i) Indebtedness solely among Borrower and its Subsidiaries (provided, that, upon the request of Agent, Borrower shall cause any such Indebtedness be represented by a promissory note), (j) guarantees by Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of Borrower or any other Subsidiary and (k) extensions, refinancings, modifications, amendments and restatements of any of the foregoing Indebtedness described under clauses (b), (c), and (h) above, to the extent constituting a Permitted Refinancing.

7.8Liens.  Create or suffer to exist, any claim, assessment, pledge, security interest, mortgage, encumbrance or other lien (collectively, “Liens”) in favor of any Person, including the Lien of a conditional seller, upon any of its properties or assets, now owned or hereafter acquired, including treasury shares, other than the following (referred to in this Agreement as “Permitted Liens”): 

(a)Liens existing under the Loan Documents; 

(b)[reserved]; 

(c)Liens in existence on the Closing Date and set forth on Schedule 7.8

(d)Liens securing Indebtedness permitted under Section 7.7(b), provided, that such Liens shall only extend to the property being financed thereby, and, if applicable, any after-acquired property that is affixed or incorporated into such assets and the proceeds and products thereof;  

(e)(i) Liens for Taxes, assessments or governmental charges, and (ii) statutory or common law Liens of landlords, incurred in the Ordinary Course of Business, so long as such Liens do not secure obligations that are past due (except to the extent Properly Contested); 

(f)Any attachment or judgment lien not constituting an Event of Default under Section 8.1 of this Agreement; 

(g)Rights of setoff imposed by law upon deposit of cash in favor of banks or other depository institutions incurred in the Ordinary Course of Business in deposit accounts maintained with such bank and cash equivalents in such account;  

(h)Liens of a collection bank arising under section 4-210 of the Uniform Commercial Code on items in the course of collection;  

(i)Liens securing the Indebtedness permitted under Section 7.7(f);  

(j)other Liens securing amounts not to exceeding $50,000;  


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(k)Liens of landlords and mortgagees of landlords arising by statute on fixtures and movable tangible property located on the real property leased or subleased from such landlord for amounts not yet due, that remain payable without penalty or that are being Properly Contested; and 

(l)carriers’, repairmens’, mechanics’, workers’, materialmen’s or other like Liens arising in the ordinary course of business with respect to obligations which are not due or which are being Properly Contested. 

7.9Changes in Business; Fiscal Year; Internal Credit and Underwriting Policies.   

(a)Make any significant change in the nature of its Business or add unrelated lines of business to the Business as conducted on the Closing Date or, enter into any agreements which would restrict the Borrower’s right or ability to perform under this Agreement, 

(b)Make or permit any material change in its accounting policies or reporting practices, except as may be required by GAAP,  

(c)Change their current fiscal year end, or 

(d) Amend, modify or supplement in any way, or terminate, the Internal Underwriting Policies, without the prior written consent of Agent or Lenders (which consent may be withheld in Agent and Lenders’ Permitted Discretion). 

7.10Business of Holdings, the Borrower and the Subsidiaries.  

(a)In the case of Holdings, following the Restructuring Date, engage at any time in any business or business activity other than (i) its ownership of the Equity Interests of the Borrower and its other Subsidiaries and liabilities incidental thereto, (ii) being a party to, incurring Indebtedness and other obligations pursuant to, and fulfilling its obligations, and enforcing its rights, under the Loan Documents and any other document governing Indebtedness permitted hereunder, (iii) engaging in activities and transactions expressly permitted under this Agreement and the other Loan Documents (including the Transactions), (iv) the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance, (v) the performance of its obligations under the Acquisition Agreement, (vi) the entry into, and performance of its obligations with respect to, contracts and other arrangements with shareholders, officers, directors, employees, managers, partners, consultants or independent contractors of Holdings or any of its Subsidiaries relating to their shareholding, employment or directorships (including the providing of indemnification to such persons), (vii) complying with applicable law (including holding director and shareholder meetings, preparing organizational records and other organizational activities required to maintain its separate organizational structure or to comply with applicable law) and (viii) any business or business activity incidental, related, ancillary or complementary to any of the foregoing. 

(b)In the case of the Borrower or any other Subsidiary, engage at any time in any business or business activity other than the business currently conducted by the Borrower and the Subsidiaries on the Closing Date and similar, related, ancillary or complementary businesses.     


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7.11Financial Covenants

(a)Minimum Holdings’ Liquidity.  Holdings shall not permit the Liquidity of Holdings and its Subsidiaries on a consolidated basis, as of the last day of any fiscal month, to be less than the greater of:  

(i)$500,000; and 

(ii)$1,000,000 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $7,500,000 and (B) the twelve-month anniversary of the Closing Date. 

(b)Minimum Tangible Net Worth.  Holdings and its Subsidiaries on a consolidated basis, shall not permit its Tangible Net Worth, as of the last day of any fiscal month, to be less than the greatest of: 

(i)$3,000,000 for any fiscal month ending following such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $3,500,000; 

(ii)$3,500,000 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $5,000,000 and (B) the six-month anniversary of the Closing Date; 

(iii)$4,000,000 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $7,500,000 and (B) the twelve-month anniversary of the Closing Date; and 

(iv)$5,000,000 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $10,000,000 and (B) the eighteen-month anniversary of the Closing Date. 

(c)Minimum Interest Coverage Ratio.  Commencing on the Initial ICR Covenant Test Date, Holdings and its Subsidiaries shall not permit its Interest Coverage Ratio, as of the last day of any fiscal month, to be less than or equal to the greater of: 

(i)1.25:1:00 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date (including pursuant to the Conversion) equals or exceeds $7,500,000 and (B) the twelve-month anniversary of the Closing Date; and 

(ii)1.50:1.00 for any fiscal month ending following the earlier of (A) such date that the aggregate Term Loans Advanced on and after the Closing Date  


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(including pursuant to the Conversion) equals or exceeds $10,000,000 and (B) the eighteen-month anniversary of the Closing Date.

8.Events of Default and Remedies.   

8.1Events of Default.  So long as any part of the Obligations remain unpaid (including principal, interest or otherwise), any one or more of the following constitute an “Event of Default” as the term is used herein:  

(a)Failure of the Loan Parties to pay (i) any principal of the Loan when the same becomes due and payable, (ii) any interest on the Loan payable under this Agreement within three Business Days of the date the same becomes due and payable and (iii) any fees and expenses payable under this Agreement or any other Loan Document within ten Business Days of the date the same becomes due and payable; 

(b)any breach or default by any Loan Party with respect to any Indebtedness having an aggregate principal amount in excess of $100,000, and the holder of such Indebtedness exercises, its right to declare such Indebtedness due prior to its stated maturity solely as a result of such breach or default;  

(c)Default occurs in the observance or performance by any Loan Party of any term, covenant (other than the provisions explicitly set forth in Section 8.1(d)) or other provision of this Agreement, or any other Loan Document and such default is not remedied within thirty (30) days after the earlier of (i) the date on which a Responsible Officer of any Loan Party acquires knowledge thereof, and (ii) the date notice thereof shall have been given by Agent to Borrower; 

(d)Default occurs in the observance or performance by the Loan Parties of (i) Sections 6.2, Section 6.4(a), (f) and (h) and Section 6.5(b) and (c) and such default is not remedied within fifteen (15) days after the earlier of (A) the date on which a Responsible Officer of a Loan Party acquires knowledge thereof, and (B) the date notice thereof shall have been given by Agent to Borrower or (ii) Section 6.4 (except as otherwise provided above), Section 6.5(a), Section 6.7, Section 6.9, Section 6.10, Section 6.13, Section 6.14 or any covenant contained in Section 7 of this Agreement; 

(e)If any representation or warranty made by any Loan Party in this Agreement or any other Loan Document, or made by any Loan Party in any exhibit, statement or certificate attached to this Agreement or furnished to the Lender in connection with this Agreement or any other Loan Document, proves untrue in any material respect on the date as of which made; 

(f)an Insolvency Proceeding is commenced by any Loan Party; 

(g)If an Insolvency Proceeding is commenced against any Loan Party and any of the following events occur: (a) such Person consents to the institution of such Insolvency Proceeding against it, (b) the petition commencing the Insolvency Proceeding is not timely controverted, (c) the petition commencing the Insolvency Proceeding is not dismissed within sixty calendar days of the date of the filing thereof, (d) an interim trustee is appointed to take possession of all or any substantial portion of the properties or assets of, or to operate all or any substantial  


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portion of the business of, such Loan Party, or (e) an order for relief shall have been issued or entered therein;

(h)Any judgment, writ or warrant of attachment or of any similar post-judgment process in an amount in excess of $100,000 and not fully covered by insurance is entered or filed against any Loan Party, or against any of its properties or assets and remains unpaid, unvacated, unbonded or unstayed for a period of 60 days; provided, that no Event of Default shall be deemed to have occurred hereunder so long as such Loan Party makes all payments when due in accordance with a settlement agreement with respect to the applicable judgment, writ or warrant of attachment or of any similar post-judgment process; 

(i)If Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of the business affairs of Borrower; 

(j)The validity or enforceability of any Loan Document is at any time for any reason declared to be null and void, or a proceeding is commenced by any Loan Party or any Affiliates thereof, or by any governmental authority having jurisdiction over a Loan Party, seeking to establish the invalidity or unenforceability thereof, or any Loan Party denies that is has any liability or obligation purported to be created under any Loan Document;  

(k)If any indictment is brought against any of the top three or, if greater in number, any of the “C-suite”, officers of Holdings alleging fraudulent activity;  

(l)There is a Change of Control; or 

(m)A Material Adverse Effect shall have occurred. 

8.2Acceleration.  If an Event of Default specified in Sections 8.1(f) or 8.1(g) occurs, the unpaid balance of the Loan and interest accrued thereon and all other liabilities of Borrower under this Agreement and the Loan are immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Borrower. When any Event of Default described in the other sections of Section 8.1 has occurred and for so long as such Event of Default is continuing, Agent, at its option and without presentment, demand, protest or notice of any kind (all of which Borrower hereby expressly waives), may declare the Loan to be due and payable in full, and all Obligations thereupon become immediately due and payable. 

8.3[Reserved].   

8.4Remedies Cumulative.  The remedies provided in this Section 8 are in addition to, and not in limitation of, any other rights and remedies the Lender and Agent may have upon an Event of Default (whether by statute, rule or law or given in any other Loan Document). Agent may exercise any or all of the remedies provided by this Section 8, any other section of this Agreement or any other Loan Document, and any forbearance or failure to exercise, and any delay by Agent in exercising, any right, power or remedy hereunder does not impair any such right, power or remedy or is to be construed to be a waiver thereof, nor does it preclude the further exercise of any such right, power or remedy. 


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8.5Set Off.  In addition to any other rights Agent may have under law or in equity, if any amount at any time is due and owing by any Loan Party to the Lenders under this Agreement, each Lender is authorized at any time or from time to time, without notice (any such notice being hereby expressly waived), to set off and to appropriate and to apply any and all deposits and any other indebtedness of the Lender owing to any Loan Party and any other property of a Loan Party held by the Lender to or for the credit or the account of any Loan Party against and on account of the obligations, liabilities and indebtedness of any Loan Party to the Lender under this Agreement, provided, in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to Agent for further application in accordance with the provisions of Section 3.7 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Secured Parties, and (y) the Defaulting Lender shall provide promptly to Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. 

9.Guaranty.   

9.1Guaranty of the Obligations.  Subject to the provisions of Section 9.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to Agent, for the ratable benefit of the Lenders, the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 USC. § 362(a), collectively, the “Guaranteed Obligations”). 

9.2Contribution by Guarantors.  All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty.  Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date.  “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (x) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (y) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors times (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the Guaranteed Obligations.  “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state Law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 9.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor.  “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of  


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determination, an amount equal to (i) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including in respect of this Section 9.2), minus (ii) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 9.2.  The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor.  The allocation among Contributing Guarantors of their obligations as set forth in this Section 9.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder.  Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 9.2.

9.3Payment by Guarantors.  Subject to Section 9.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Secured Party may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Borrower to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 USC. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in cash, to Agent for the ratable benefit of Secured Parties, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Borrower’s becoming the subject of a proceeding under any Debtor Relief Law, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Borrower for such interest in such proceeding) and all other Guaranteed Obligations then owed to Secured Parties as aforesaid. 

9.4Liability of Guarantors Absolute.  Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations (other than Remaining Obligations).  In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows: 

(a)this Guaranty is a guaranty of payment when due and not of collectability; 

(b)this Guaranty is a primary obligation of each Guarantor and not merely a contract of surety; 

(c)Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Borrower and any Secured Party with respect to the existence of such Event of Default; 

(d)the obligations of each Guarantor hereunder are independent of the obligations of Borrower and the obligations of any other guarantor (including any other Guarantor) of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against such Guarantor to enforce this Guaranty whether or not any action is brought against  


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Borrower or any of such other guarantors and whether or not Borrower is joined in any such action or actions;

(e)payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid when due.  Without limiting the generality of the foregoing, if Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations; 

(f)any Secured Party, upon such terms as it deems appropriate, without notice or demand (except to the extent notice is required to be provided hereunder, in any other Loan Document or under applicable law) and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; and (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its reasonable discretion may determine consistent herewith or security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (but so long as such sale is in accordance with applicable Law), and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Borrower or any security for the Guaranteed Obligations; and 

(g)this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations (other than Remaining Obligations) or unless the obligations of the Guarantors are reduced or terminated by Agent and applicable Secured Parties in accordance with the terms of this Agreement), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce or agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether  


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arising under the Loan Documents, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Loan Documents, or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Loan Document or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Loan Documents, or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Secured Party might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Secured Party’s consent to the change, reorganization or termination of the corporate structure or existence of Holdings or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Borrower may allege or assert against any Secured Party in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

9.5Waivers by Guarantor.  Each Guarantor hereby waives, to the extent permitted by applicable Law, for the benefit of the Secured Parties: (a) any right to require any Secured Party, as a condition of payment or performance by such Guarantor, to (i) proceed against Borrower, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Borrower, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any deposit account or credit on the books of any Secured Party in favor of Borrower or any other Person, or (iv) pursue any other remedy in the power of any Secured Party whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Borrower or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Borrower or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations (other than Remaining Obligations); (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Secured Party’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to gross negligence, bad faith or willful misconduct as determined by a final, non-appealable judgment of a court of competent jurisdiction; (e) (i) any principles or provisions of Law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Secured Party protect, secure, perfect or insure any security interest or lien or any property  


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subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Borrower and notices of any of the matters referred to in Section 9.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

9.6Guarantors’ Rights of Subrogation, Contribution, Etc.  Until the Guaranteed Obligations Paid in Full, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Borrower or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Borrower with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Secured Party now has or may hereafter have against Borrower, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Secured Party.  In addition, until the Guaranteed Obligations shall have been Paid in Full, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including any such right of contribution as contemplated by Section 9.2.  Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Borrower or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Secured Party may have against Borrower, to all right, title and interest any Secured Party may have in any such collateral or security, and to any right any Secured Party may have against such other guarantor.  If any amount shall be paid to any Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations (other than Remaining Obligations) shall not have been Paid in Full, such amount shall be held in trust for Agent on behalf of Secured Parties and shall forthwith be paid over to Agent for the benefit of Secured Parties to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof and of the other Loan Documents. 

9.7Subordination of Other Obligations.  Any Indebtedness of Borrower or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Agent on behalf of Secured Parties and shall forthwith be paid over to Agent for the benefit of Secured Parties to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof. 


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9.8Continuing Guaranty.  This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been Paid in Full.  Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations. 

9.9Authority of Guarantors or Borrower.  It is not necessary for any Secured Party to inquire into the capacity or powers of any Guarantor or Borrower or the officers, members of the Board or any agents acting or purporting to act on behalf of any of them. 

9.10Financial Condition of Borrower.  Any Loans may be made to Borrower or continued from time to time, without notice to or authorization from any Guarantor regardless of the financial or other condition of Borrower at the time of any such grant or continuation is entered into, as the case may be.  No Secured Party shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Borrower.  Each Guarantor has adequate means to obtain information from Borrower on a continuing basis concerning the financial condition of Borrower and its ability to perform its obligations under the Loan Documents, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Borrower and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations.  Each Guarantor hereby waives and relinquishes any duty on the part of any Secured Party to disclose any matter, fact or thing relating to the business, operations or conditions of Borrower now known or hereafter known by any Secured Party. 

9.11Bankruptcy, Etc.   

(a)So long as any Guaranteed Obligations (other than Remaining Obligations) remain outstanding, no Guarantor shall, without the prior written consent of Agent acting pursuant to the instructions of the Required Lenders, commence or join with any other Person in commencing any proceeding under any Debtor Relief Law of or against Borrower or any other Guarantor.  The obligations of the Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Borrower or any other Guarantor or by any defense which Borrower or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding. 

(b)Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Secured Parties that the Guaranteed Obligations which are Guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Borrower of any portion of such Guaranteed Obligations.  Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of  


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creditors or similar Person to pay Agent, or allow the claim of Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c)In the event that all or any portion of the Guaranteed Obligations are paid by Borrower, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Secured Party as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder. 

9.12Discharge of Guaranty Upon Sale of Guarantor.  If all of the Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Secured Party or any other Person effective as of the time of such sale or disposition. 

9.13[Reserved

9.14Maximum Liability.  It is the desire and intent of the Guarantors and the Secured Parties that this Guaranty shall be enforced against the Guarantor to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. The provisions of this Guaranty are severable, and in any action or proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of any Guarantor under this Guaranty would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of such Guarantor’s liability under this Guaranty, then, notwithstanding any other provision of this Guaranty to the contrary, the amount of such liability shall, without any further action by the Guarantors or the Secured Parties, be automatically limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Guarantor’s “Maximum Liability”). Each Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each Guarantor without impairing this Guaranty or affecting the rights and remedies of the Secured Parties hereunder; provided, nothing in this sentence shall be construed to increase any Guarantor’s obligations hereunder beyond its Maximum Liability. 

10.[Reserved].   

11.Agent

11.1Appointment and Authority.  Each Lender party to this Agreement from time to time hereby irrevocably appoints U90 Management to act on its behalf as Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.  Except as expressly set forth in Section 11.6, the provisions of this Article are solely for the benefit of Agent and the Lenders, and none of the Loans Parties have any rights as a third party beneficiary of any of such provisions. 


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11.2Rights as a Lender.  The Person serving as Agent hereunder has the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender”, unless otherwise expressly indicated or unless the context otherwise requires, includes the Person serving as Agent hereunder in its individual capacity.  Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Holdings or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to the other Lenders. 

11.3Exculpatory Provisions.  Agent does not have any duties or obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting the generality of the foregoing, Agent: 

(a)is not subject to any fiduciary or other implied duties, regardless of whether a default or Event of Default has occurred and is continuing; 

(b)does not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lender as shall be expressly provided for herein or in the other Loan Documents), provided that Agent is not required to take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable law; and 

(c)does not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and is not liable for the failure to disclose, any information relating to Holdings, Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. 

Agent is not liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lender as is necessary, or as Agent believes in good faith to be necessary, under the circumstances as provided in Sections 11.8, 11.9 and 8.2) or (ii) in the absence of its own gross negligence or willful misconduct.  Agent is deemed not to have knowledge of any default or Event of Default unless and until notice describing such default or Event of Default is given to Agent by any Loan Party or a Lender.

Agent is not responsible for, and does not have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent.


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11.4Reliance by Agent.  Agent is entitled to rely upon, and does not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.  Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and does not incur any liability for relying thereon.  In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, Agent may presume that such condition is satisfactory to such Lender unless Agent has received notice to the contrary from such Lender prior to the making of such Loan.  Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and is not liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

11.5Delegation of Duties.  Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Agent.  Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates.  The exculpatory provisions of this Article apply to any such sub-agent and to the Affiliates of Agent and any such sub-agent, and apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. 

11.6Resignation of Agent.  Agent may at any time give notice of its resignation to the Lenders and Borrower.  Upon receipt of any such notice of resignation, the Required Lenders have the right to appoint a successor, which must be another Lender or a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States.  Any successor Agent shall be a “U.S. person” and a “financial institution” within the meaning of Treasury Regulations Section 1.1441-1.  If no such successor has been so appointed by the Required Lenders and has accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lender, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent notifies Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation nonetheless becomes effective in accordance with such notice and (1) the retiring Agent is discharged from its duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be made by, to or through Agent must instead be made by or to the Lenders directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this Section.  Upon the acceptance of a successor’s appointment as Agent hereunder, such successor succeeds to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent is discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section).  The fees payable by Borrower to a successor Agent are the same as those payable to its predecessor unless otherwise agreed in writing between Borrower and such successor.  After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 13.1 continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. 


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11.7Non-Reliance on Agent and Other Lenders.  Each Lender acknowledges that it has, independently and without reliance upon Agent or any other Lender or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.  Each Lender also acknowledges that it will, independently and without reliance upon Agent or any other Lender or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

11.8Required Lenders’ Consent.  Subject to the additional requirements of Section 11.9, any amendment, modification, termination or waiver of any provision of this Agreement or any other Loan Document or consent to any departure by any Loan Party therefrom is effective only with the written consent of the Required Lenders and the Loan Parties.  Notwithstanding anything herein to the contrary, Agent may, with the consent of only Borrower, amend, modify or supplement this Agreement or any other Loan Document to cure any ambiguity, omission, defect or inconsistency, so long as such amendment, modification or supplement does not adversely affect the rights of any Lender. 

11.9Affected Lenders’ Consent.  Without the written consent of each Lender that would be directly affected thereby, no amendment, modification, or termination of, or consent with respect to, this Agreement or any other Loan Document is effective, if the effect thereof would: 

(a)extend the Maturity Date of any Loan; 

(b)waive, reduce or postpone any scheduled or mandatory repayment more than twenty days beyond its due date; 

(c)reduce the rate of interest on any Loan (other than any waiver of any increase of the interest rate applicable to the Loan as a result of an Event of Default) or any fee or premium payable hereunder (for the avoidance of doubt, the Applicable Interest Rate and any component thereof may be increased with the consent of Required Lenders); 

(d)extend the time for payment of any such interest or fees more than twenty days beyond its due date; 

(e)amend, modify or waive the definition of “Change of Control”, or “Required Lenders”; or 

(f)release all or substantially all of the value of any guaranties of the Loans or Agent’s Liens on all or substantially all of the Collateral. 

12.Transfer of the Loans.   

12.1Successor and Assigns in General.   

(a)This Agreement is binding upon and, subject to Section 12.2 hereof, inures to the benefit of the parties hereto and their respective successors and assigns, except that (i) no  


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Loan Party may assign or transfer its rights hereunder or any interest herein or delegate its duties hereunder without the prior written consent of Agent and (ii) absent the occurrence and continuance of an Event of Default, no assignment shall be made to any Defaulting Lender, or any Person who, upon becoming a Lender hereunder, would constitute a Defaulting Lender or a Subsidiary thereof.  A Lender may assign or transfer any or all of its interest in the Loans to an Approved Fund without the consent of Borrower.  Any purported assignment of rights or delegation of duties in violation of this section is void.

(b)The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at its payment office, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the Register).  The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement.  The Register shall be available for inspection by Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 

12.2Conditions.  The Lender or any Assignee may assign all or any portion of its interest in and rights under this Agreement or any Loan to another Person (an “Assignee”), or grant a participating or beneficial interest in this Agreement and the Loan to another Person (a “Participant”), subject to Section 12.1 and the following terms: 

(a)Consent of Borrower.  In the case of an assignment, so long as no Event of Default has occurred and is continuing, Borrower shall have consented to such Assignee (such consent not to be unreasonably withheld, conditioned or delayed), provided, that a Lender may assign or transfer any or all of its interest in the Loans to an Approved Fund without the consent of Borrower. 

(b)Agent Consent.  Agent’s consent shall be required in connection with any assignment, not to be unreasonably withheld, provided, that a Lender may assign or transfer any or all of its interest in the Loans to an Approved Fund without the consent of Agent. 

(c)Participants.   

(i)With respect to the Lender granting a participating interest, (i) the Lender’s obligations under this Agreement must remain unchanged, (ii) the Lender must remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) Borrower must continue to deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this Agreement. 

(ii)Each Lender that sells a participation pursuant to this Section shall maintain a register on which it records the name and address of each participant and the principal amounts of each participant’s participation interest with respect to the Loans and the Commitments (each, a “Participant Register”).  The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of a participation with respect to  


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such Loans or Commitments for all purposes under this Agreement, notwithstanding any notice to the contrary.  In maintaining the Participant Register, such Lender shall be acting as the agent of the Borrower solely for purposes of applicable US federal income Tax law and undertakes no duty, responsibility or obligation to Borrower (without limitation, in no event shall such Lender be a fiduciary of Borrower for any purpose, except that such Lender shall maintain the Participant Register; provided, no Lender shall have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any participant or any information relating to a participant’s interest in any Commitments, Loans, or its other obligations under this Agreement) except to the extent that such disclosure is necessary to establish in connection with a Tax audit that such Commitment, Loan, or other obligation is in registered form under Section 5f.103-1(c) of the U.S. Treasury Regulations or, if different, under Sections 871(h) or 881(c) of the Code.

(d)Securities Laws.  Such assignment or participation may not be made under such circumstances as constitute a violation of federal securities laws or any applicable state securities laws or regulations. 

12.3Further Assurance.  Borrower shall, from time to time at the request of Agent, execute and deliver to Agent or to such party or parties as Agent may designate, any and all further instruments as may in the reasonable opinion of Agent be necessary or advisable to give full force and effect to any transfer contemplated by this Section 12

13.Additional Provisions.   

13.1Expenses.  Borrower agrees upon demand to pay or reimburse (a) Agent for all reasonable and documented out of pocket costs or expenses of Agent (including, without limit, court costs, and reasonable documented attorneys’ fees and expenses generated by one (1) outside counsel, whether or not suit is instituted, and, if suit is instituted, whether at trial court level, appellate court level, in a bankruptcy, probate or administrative proceeding or otherwise) (“Costs”) incurred in connection with the preparation, negotiation, execution, delivery, amendment, administration or performance of the Loan Documents, (b) Agent and the Lenders for all Costs incurred in collecting, attempting to collect under the Loan Documents or the Obligations, or incurred in defending the Loan Documents, or incurred in any other matter or proceeding relating to the Loan Documents or the Obligations, provided, that (i) reimbursable reasonable and documented out of pocket legal fees of outside counsel to Agent incurred in connection with the documentation, execution, delivery of this Agreement and the other Loan Documents, and the making of the Loans, in each case, on the Closing Date, shall not exceed $75,000 and (ii) the reimbursable amounts payable by Borrower in connection with each Agent inspection conducted under Section 6.8 shall not exceed $5,000.00 (it being understood, that such limitation shall not apply to any appraisals or other expenses incurred by Agent and the Lenders in connection with the exercise of remedies during the continuance of an Event of Default). 

13.2Survival of Representations and Warranties.  All representations and warranties contained herein or made by or on behalf of the Loan Parties in writing in connection with the transactions contemplated herein must be true and correct in all material respects as of the Closing Date and survive the consummation of the transactions contemplated hereby for so long as a Lender (or its Assignees) holds any Loans issued under this Agreement.  Such representations and  


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warranties are understood to speak as of the Closing Date (or such other date or dates as may be specifically referred to in the particular representation or warranty), and none of the Loan Parties has any obligation (except as otherwise specified in this Agreement) to update or revise any representation or warranty for events occurring after the Closing Date.  In addition, notwithstanding anything herein or under applicable law to the contrary, the provisions of this Agreement and the other Loan Documents relating to indemnification or payment of costs and expenses survive the payment in full of the Loan and any termination of this Agreement or any other Loan Document.

13.3Notices.   

(a)Each party giving notice or making any request, demand or other communication (each, a “Notice”) pursuant to this Agreement must give the Notice in writing and must use one of the following methods of delivery, each of which for purposes of this Agreement is a writing: (i) personal delivery, (ii) registered or certified mail, in each case, return receipt requested and postage prepaid; (iii) nationally recognized overnight courier, with all fees prepaid; (iv) facsimile or (v) e-mail.  

(b)A Notice is effective only if the party giving or making the Notice has complied with this Section 13.3 and if the addressee has received the Notice.  A Notice is deemed received as follows: 

(i)If a Notice is delivered in person, or sent by registered or certified mail, or nationally recognized overnight courier, upon receipt as indicated by the date on the signed receipt. 

(ii)If a Notice is sent by facsimile, upon receipt by the party giving or making the Notice of an acknowledgment or transmission report generated by the machine from which the facsimile was sent indicating that the facsimile was sent in its entirety to the addressee’s facsimile number.  

(iii)If a Notice is sent by e-mail, one hour after such e-mail is confirmed sent by the e-mail program used by the sender, provided that the recipient acknowledges receipt of such e-mail or the party sending such e-mail provides such Notice in another manner permissible under this subsection (b). 

(iv)If the Addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then upon the rejection, refusal or inability to deliver. 

(v)Despite the other clauses of this subsection (b), if any Notice is received after 5 P.M. on a Business Day where the addressee is located, or on a day that is not a Business Day where the addressee is located, then the Notice is deemed received at 9:00 A.M. on the next Business Day where the addressee is located. 

(c)Each party giving a Notice shall address the Notice to the appropriate Person at the receiving party at the address listed below or to another addressee at another address designated by the party in a Notice pursuant to this section: 


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(i)if to Borrower or any other Loan Party: 

c/o RSE Markets, Inc.


250 Lafayette Street, 2nd Floor
New York, New York 10012
Attention: Christopher Bruno, CEO
Email:  Chris@rallyrd.com

with a copy to (which shall not constitute notice)

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

220 W. 42nd Street, 17th Floor, New York, New York, 10036

Attention: Melissa Marks

Email:  mmarks@gunder.com

 

(ii)if to Agent: 

Upper90 Capital Management, LP

114 West 26th Street, 5th Floor

New York, NY 10001

Attn:  Alex Urdea

Email: Alex@upper90.io

 

with a copy to:

 

Winston & Strawn LLP

200 Park Avenue

New York, NY 10166

Attention: Kyle G Foley; Brad Vaiana

Email: kfoley@winston.com; bvaiana@winston.com

 

(iii)if to a Lender, to such Lender’s address set forth on Appendices 13.3 or in any joinder to this Agreement executed by such Lender. 

13.4No Waiver; Remedies Cumulative; Joint and Several Obligations.  No delay on the part of Agent or Lender in exercising any right, power or privilege, or in requiring the satisfaction of any covenant or condition under this Agreement, operates as a waiver or estoppel thereof, nor does any single or partial exercise of any right, power or privilege hereunder or thereunder preclude other or further exercise thereof, or the exercise of any other right, power or privilege.  A waiver made on one occasion is effective only in that instance and only for the purpose stated.  A waiver once given is not to be construed as a waiver on any future occasion or against any other person.  The rights and remedies provided in this Agreement are cumulative and are in addition to all rights or remedies which Agent or Lender may have in law or in equity or by statute or otherwise.  Without limiting the generality of the foregoing, nothing in this Agreement is to be deemed to preclude or be in lieu of any right or remedy which the Lender may have in law or in equity or by statute or otherwise against any Loan Party or any other person based upon any fraud. 


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13.5Confidentiality.   

(a)Agent and each Lender agrees by its acceptance thereof that any non-public information concerning Holdings and its Subsidiaries which is furnished by Holdings, Borrower or any Affiliate thereof pursuant to this Agreement or any of the other Loan Documents (collectively “Confidential Information”) will be kept confidential by such Agent or Lender and used only in connection with the transactions contemplated by the Loan Documents; provided that nothing herein prevents Agent or Lender and their respective Affiliates from disclosing any such information (i) pursuant to the order of any court or administrative agency or in any pending legal, judicial or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the advice of counsel (in which case Agent and Lender agrees, to the extent practicable and not prohibited by applicable law, to inform Borrower promptly thereof prior to disclosure), (ii) upon the request or demand of any regulatory authority having jurisdiction over Agent or Lender or any of their respective Affiliates, (iii) to potential or prospective Lenders or participants, provided such potential or prospective Lenders or participants are bound by confidentiality obligations with respect to the information, (iv) to the Affiliates of Agent or Lenders, and directors, managers, officers, employees and agents, including accountants, legal counsel and other advisors of the foregoing (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential and Agent and Lender are in any event responsible for any disclosure by any such person not permitted by this Agreement), (v) in connection with the exercise of any remedies hereunder or under any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (vi) to any investor or prospective investor in Agent or Lender, provided such investor is bound by confidentiality obligations with respect to the information, or (vii) to a commercial bank or other institutional lender providing credit or financial accommodations to Agent, Lender or any of their respective Affiliates, provided such institutional lender is bound by confidentiality obligations with respect to the information.  In addition, the Agent and the Lenders may disclose the existence of this Agreement and publicly available information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents and the Commitments.  The term “Confidential Information” does not include, however, any information which (x) was publicly known or otherwise known to such Agent or Lender at the time of disclosure by the Loan Parties to such Agent or Lender, (y) subsequently becomes publicly known through no act or omission of Agent or any Lender or (z) becomes known to such Agent or Lender other than through disclosure by the Loan Parties. 

(b)Tombstones.  Each Loan Party consents to the publication by the Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (including via any electronic transmission) relating to the financing transactions contemplated by this Agreement using such Loan Party’s name, product photographs, logo or trademark. 

(c)Press Release and Related Matters.  No Loan Party shall, and no Loan Party shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Loan Party) using the name, logo or otherwise referring to the Agent, any Lender or of any of its Affiliates, the Loan Documents or any transaction contemplated herein or therein to which the  


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Agent, such Lender or any of its Affiliates is party without the prior written consent of the Agent, such Lender or such Affiliate except to the extent required to do so under applicable requirements of law and then, only after consulting with the Agent or such Lender, as applicable.

13.6Amendments and Waivers.  This Agreement may not be changed or amended orally, and no waiver hereunder may be oral.  This Agreement may only be amended by a written agreement that identifies itself as an amendment to this Agreement which is signed by Borrower, Agent, and such Lenders (if any) as may be required by the terms of Sections 11.8 or 11.9, as applicable.  To be effective, a waiver under this Agreement must be in a writing executed by Agent. 

13.7Divisibility and Replacement of the Note.  Any instrument representing the Loan may be divided into multiple notes or certificates in such denominations as the Lender may request upon surrender of such instrument at the principal office of Borrower.  In case any instrument evidencing the Loan issued to the Lender hereunder is mutilated, lost, stolen, or destroyed, Borrower will issue and deliver in exchange and substitution for, and upon cancellation of the mutilated instrument or in lieu of and substitution for the instrument lost, stolen or destroyed, a new note or other document of like tenor and representing an equivalent right or interest, but only upon receipt of evidence reasonably satisfactory to Borrower of such loss, theft or destruction; the affidavit of the holder, without bond but with promise of indemnity, is satisfactory. 

13.8Publicity.  Notwithstanding any other provision contained herein and subject to Borrower’s prior written consent (to be exercised in its sole discretion), each Lender has the right from time to time to issue press releases or other public statements, in form and substance reasonably acceptable to Borrower, with respect to the transactions contemplated by this Agreement.    

13.9Integration.  This Agreement, the appendices and exhibits annexed hereto and documents, schedules and certificates referred to herein contain the entire agreement among Borrower and the Lender with respect to the transactions contemplated herein; and none of the parties is bound by nor is deemed to have made any representations and/or warranties except those contained herein and therein. 

13.10Severability.  If any provision of this Agreement is held for any reason to be unenforceable by a court of competent jurisdiction, the remainder of this Agreement nevertheless remains in full force and effect in such jurisdiction. 

13.11Time of Essence.  The parties have specifically reviewed and agreed to the time limits set forth in this Agreement, including, without limitation, the time limits set forth in Sections 3.4, 6.4, 6.7, 8.1(a), 8.1(c), 8.1(d), 8.1(h), and 13.3 and the parties agree that such time limits are of the essence of this Agreement and are to be enforced in accordance with the terms set forth in this Agreement. 

13.12Headings; Counterparts.  The headings in this Agreement are intended solely for convenience of reference and are to be given no effect in the construction or interpretation of this Agreement.  This Agreement may be executed in one or more counterparts, each of which constitutes an original, but all of which when taken together constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement by facsimile  


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or e-mail transmission of a portable document file (also known as a PDF file) is as effective as delivery of an original executed counterpart of this Agreement.

13.13Governing Law; Waivers; Personal Jurisdiction.   

(a)GOVERNING LAW.  THIS AGREEMENT, THE NOTES, THE LOAN DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO AND THERETO ARE CONTRACTS UNDER THE LAWS OF THE STATE OF DELAWARE AND FOR ALL PURPOSES ARE GOVERNED BY AND WILL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE. 

(b)WAIVERS.  EACH LOAN PARTY HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS INDICATED ABOVE, AND SERVICE SO MADE IS TO BE DEEMED TO BE COMPLETED FOUR BUSINESS DAYS AFTER THE SAME HAS BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID.  EACH PARTY HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL, ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE IN CONNECTION WITH ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THIS AGREEMENT, THE NOTES, THE OTHER LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH PARTY HERETO REPRESENTS THAT IT HAS REVIEWED THIS WAIVER AND KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. 

(c)EXCLUSIVE JURISDICTION.  EXCEPT AS PROVIDED IN SUBSECTION (d) HEREOF, THE AGENT, LENDERS AND EACH LOAN PARTY AGREE THAT ALL DISPUTES AMONG OR BETWEEN THEM ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG OR BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT AND THE NOTES OR THE OTHER LOAN DOCUMENTS AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, WILL BE RESOLVED ONLY BY STATE OR FEDERAL COURTS LOCATED IN NEW CASTLE COUNTY, DELAWARE AND EACH LOAN PARTY HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY LOCAL, STATE OR FEDERAL COURT LOCATED WITHIN SAID COUNTY AND SAID STATE.  THE AGENT, LENDERS AND EACH LOAN PARTY ACKNOWLEDGES, HOWEVER, THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW CASTLE COUNTY, DELAWARE.  EACH LOAN PARTY WAIVES IN ALL DISPUTES ANY OBJECTION THAT THEY MAY HAVE TO THE  


70



LOCATION OF THE COURT CONSIDERING THE DISPUTE.  NOTHING IN THIS SECTION AFFECTS THE RIGHT OF THE LENDER TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE LENDER TO BRING ANY ACTION OR PROCEEDING AGAINST ANY LOAN PARTY OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

(d)OTHER JURISDICTIONS.  WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, EACH LOAN PARTY AGREES THAT THE AGENT HAS THE RIGHT TO PROCEED AGAINST IT IN A COURT IN ANY LOCATION TO ENABLE THE LENDER TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE AGENT.  EACH LOAN PARTY WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT IN WHICH THE AGENT HAS COMMENCED A PROCEEDING DESCRIBED IN THIS SECTION. 

13.14Indemnification.  In addition to all of the Loan Parties’ other obligations under this Agreement, each Loan Party agrees to defend, protect, indemnify and hold harmless Agent, the Lender, its Assignees and Participants, and all of their respective officers, directors, partners, employees, consultants and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in this Agreement) (collectively, the “Indemnitees”) from and against any and all losses, damages, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, reasonable documented attorneys’ and paralegals’ fees, costs and expenses) (collectively, “Losses”) incurred by such Indemnitees as a result of or arising from or relating to any suit, investigation, action or proceeding by any person, either threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, regardless of whether the Indemnitee seeking indemnification is a party to the action or proceeding for which indemnification is sought, including, without limitation, any federal or state securities or labor laws, or under any environmental and safety requirements or common law principles arising from or in connection with any of the following:  (i) the negotiation, preparation, execution or performance of the documents, agreements, certificates or instruments executed or delivered in connection with the Loan, (ii) the Lender’s furnishing of funds to Borrower under this Agreement, any Notes or any other Loan Document or (iii) any matter relating to the financing transactions contemplated by this Agreement or any other Loan Document (including, without limitation, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the Loan) (collectively, “Indemnified Matters”); provided, however, Borrower shall not be obligated to indemnify an Indemnitee to the extent that the Losses resulted from the willful misconduct or gross negligence of such Indemnitee.  In no event shall Agent or the Lender be liable to Borrower or any of its affiliates for indirect, special, consequential or punitive damages.  To the extent that this undertaking to indemnify, pay and hold harmless set forth in this section may be unenforceable for any reason, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by Indemnitees. 

[remainder of page intentionally left blank; signature page follows]


71




72



IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed as of the date first above written.

 

BORROWER:

 

RALLY HOLDINGS LLC

 

 

By: /s/ George Leimer  

Name: George Leimer

Title:    Manager

 

 

HOLDINGS:

 

RSE MARKETS, INC. (d/b/a Rally Rd.)

 

 

By: /s/ George Leimer  

Name: George Leimer

Title:   Chief Executive Officer


[Signature Page to Credit and Guaranty Agreement]



AGENT:

 

UPPER90 CAPITAL MANAGEMENT, LP

 

 

By: /s/ Alex Urdea  

Name: Alex Urdea

Title:   Chief Investment Officer

 

 

LENDERS:

 

UPPER90 FUND, LP

 

 

By: /s/ Alex Urdea  

Name: Alex Urdea

Title:   Chief Investment Officer

 

 

UPPER90 FUND II, LP

 

 

By: /s/ Alex Urdea  

Name: Alex Urdea

Title:   Chief Investment Officer


[Signature Page to Credit and Guaranty Agreement]



Appendices 1(C)

Loan Commitments; Pro Rata Shares

 

Lender

Term Loan Commitments

Pro Rata Share

Upper90 Fund, LP

 

$2,850,000.00

28.5000%

Upper90 Fund II, LP

 

$7,150,000.00

71.5000%

TOTALS

 

$10,000,000.00

100.0000%




Appendices 6.14

Post-Closing Conditions Subsequent

1.Within ninety (90) days of the Closing Date (or such longer period as agreed to by Agent in its sole discretion), the Loan Parties shall deliver to Agent, Control Agreements with respect to each of its bank accounts, including the below listed accounts, in each case, satisfactory to Agent to the extent required to be delivered pursuant to Section 6.12

Account Holder

Depositary Institution and Address (City, State)

Account Number

RSE Markets, Inc.

Silicon Valley Bank (Santa Clara, CA)

3301498593

RSE Markets, Inc.

Silicon Valley Bank (Santa Clara, CA)

3302773150

RSE Markets, Inc.

Atlantic Capital Bank (Atlanta, GA)

1600036212

 

2.Within ninety (90) days of the Closing Date (or such longer period as agreed to by Agent in its sole discretion), Borrower shall (a) obtain “key man” insurance with respect to each Key Man, with a financially sound and reputable insurer reasonably acceptable to Agent, with individual coverage amounts of $1,000,000, and otherwise on terms (including deductibles and exclusions) reasonably acceptable to Agent and (b) cause endorsements with respect to its general liability, property and key-man life insurance policies, naming Agent as additional insured or lender loss payee, as applicable, to be delivered to Agent, in form and substance reasonably satisfactory to Agent. 

3.Within thirty (30) days of the Closing Date (or such longer period as agreed to by Agent in its sole discretion), the Loan Parties shall obtain and deliver to the Agent Collateral Access Agreements with respect to each location set forth on Schedule E-1, in form and substance satisfactory to the Agent, executed by each Person who possesses Inventory of any Loan Party. 

4.Within three (3) months of the Closing Date (or such longer period as agreed to by Agent in its sole discretion), Holdings shall have (a) entered into a contribution agreement in form and substance reasonably satisfactory to the Agent, pursuant to which, (i) all of the material assets and material liabilities of Holdings shall be transferred to the Borrower and (ii) following such contribution, Holdings shall be in compliance with the covenants set forth in Section 7.10 as if the Restructuring Date has occurred, and (b) caused to be filed with the United States Patent and Trademark Office, or the United States Copyright Office, as applicable, assignments in form and substance satisfactory to the Agent, evidencing the assignment of all intellectual property rights held by Holdings on the Closing Date, to the Borrower (such transactions described by this clause 4, the “Restructuring”). 




Appendices 13.3
Lender Addresses

If to Upper90 Fund LP or Upper90 Fund II, LP, at:

 

c/o Upper90 Fund LP
114 West 26th Street, 5th Floor
New York, New York 10001
Attention: Alex Urdea CFA, CMT
Email:  alex@upper90.io

with a copy to (which shall not constitute notice):

Winston & Strawn, LLP
200 Park Avenue
New York, New York 10166
Attention:  Kyle G Foley
Email:  KFoley@winston.com 




Schedule E-1

Eligible Inventory Storage Facilities

 

1.250 Lafayette Street, NY, NY 10012 

 

2.Atelier Delaware, 71 Southgate Blvd., New Castle, DE 19720 

 

3.Reliable Carriers, 22 Law Dr., Fairfield, NJ 07004 

 

4.LCB Melksham, Hangars 1-4, Lancaster Road, Bowerhill, Industrial Estate, Melksham, Wiltshire SN12 6SS, UK 




Schedule I-1

Internal Underwriting Policies

All assets on Rally Rd. are considered to be investment grade, and therefore must adhere to only the highest standards of authenticity quality, history and cosmetic condition (and in the case of classic cars mechanical condition).

 

COLLECTOR CAR UNDERWRITING STANDARDS

 

1) Key Factors We Consider

 

a) In the case where a vehicle model has VIN stamped or numbers matching engines, 

transmissions, and/or other drivetrain components, the original components must be in

the vehicle.

 

i) In models where vehicles did not have serialized engine numbers that can be 

matched to the chassis, casting numbers and an expert opinion must be provided to

verify that engine is original to car.

 

ii) In the case where a vehicle model has VIN stamped or numbers matching body 

panels, the original components must be on the vehicle.

 

b) We place a high premium on limited production vehicles. Vehicles with total production 

over 2,000 units will be considered based on exceptional mileage, originality or history.

 

c) If a vehicle is represented as restored there must be documentation (either photographs 

or invoices) supporting that fact.

 

d) Vehicles must be in their original factory delivered colors. Vehicles not painted or 

upholstered in their original colors, but rather painted or upholstered in a period factory

available color, may be considered on a case-by-case basis.

 

e) Vehicle history must be documented from new without gaps larger than 20% of the 

vehicles age. E.g. a 60-year old vehicle cannot have gaps in history larger than 12 years.

 

i)The "Ownership Ratio" = (Current Year - Vehicle Model Year) / Number of Owners must be > 4.5, otherwise may be considered on a case-by-case basis. 

 

ii) An affidavit from a previous private owner may be accepted on case-by-case basis for single owner vehicles with gaps in history or vehicles with undocumented 




celebrity provenance.

 

2) Immediately Disqualifying Factors

 

a) Salvage, flood, rebuilt, assigned vin, or other similarly compromised titles, history of an 

accident, or prior damage to more than one body panel of the vehicle immediately

disqualifies any car from the Platform.

 

b) Vehicles with mileage discrepancies or any period where the odometer was known to be 

non-functioning are immediately disqualified.

 

COLLECTIBLES UNDERWRITING STANDARDS

 

1) All collectible assets must be acquired from a "brand-name" supplier, for example: 

 

a)Vintage watches from a business that is an authorized retailer for the manufacturer. 

 

b) Memorabilia from a licensed auction house that has a documented history of transacting 

in assets of similar or greater caliber.

 

c) Assets acquired directly from private owners may be accepted on case-by-case basis 

provided provenance can be established and documented.

 

2) All collectible assets must be substantiated by a signed representation of authenticity from the 

respective supplier.

 

3)All collectible assets must be substantiated by an acceptable form of third-party 

authentication, for example:

 

a) Vintage watches must include "boxes and papers" from the manufacturer with matching 

and expert verified serial numbers.

 

b) Memorabilia must have been graded as authentic and recently validated by a major 

authentication agency, such as PSA (Professional Sports Authenticator) or SGC

(Sportscard Guarantee Corporation).

 

c)An affidavit from a previous private owner may be accepted on case-by-case basis. 

 

d) In any instances when a collectible asset does not have an existing 3rd-party letter of 




authenticity (ex. a first edition signed Albert Einstein biography from the 1940s) an industry

expert must be engaged to inspect the asset and provide a signed letter of authenticity.




Exhibit A

Form of Assignment and Assumption




Exhibit B

Form of Borrowing Base Certificate




Exhibit C

Form of Compliance Certificate




Exhibit D

Form of Funding Notice




Exhibit E

Form of Note




Exhibit F

Form of Upper90 Warrant




Exhibit G

Form of Joinder Agreement


EX1A-11 CONSENT 16 rseaex11x1.htm EISNER AMPER CONSENT

Exhibit 11.1

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

We consent to the inclusion in this Post-Qualification Offering Circular Amendment No. 16 to this Regulation A Offering Statement (Form 1-A) of RSE Archive, LLC to be filed on or about December 10, 2020 of our report dated March 31, 2020, except for Note J as to which the date is April 21, 2020, on our audit of the Company and each listed Series’ financial statements as of December 31, 2019, and for the period from January 3, 2019 (inception) to December 31, 2019. Our report includes an explanatory paragraph about the existence of substantial doubt concerning the Company and each listed Series’ ability to continue as a going concern.

 

 

/s/ EisnerAmper LLP

 

 

EISNERAMPER LLP

New York, New York

December 10, 2020

 

 

 

 

 

 

EX1A-12 OPN CNSL 17 rseex12x1.htm DUANE MORRIS OPINION

 

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www.duanemorris.com


December 10, 2020

RSE Archive, LLC
c/o RSE Markets, Inc.

250 Lafayette Street

2nd Floor

New York, NY 10012

 

 

 

 

 

 

Re:RSE Archive, LLC (the “Company”) Offering Statement on Form 1-A, as amended by the Post-Qualification Offering Circular Amendment No. 16 (together, the “Offering Statement”)  

Ladies and Gentlemen: 

We have acted as special counsel to the Company, a Delaware series limited liability company, in connection with the filing of the Offering Statement under Regulation A of the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) relating to the proposed offer and sale by the Company of membership interests (the “Interests”) in each of the applicable series of the Company as set forth in Schedule 1 hereto (each, an “Offering”).

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of:

1.the Certificate of Formation of the Company, filed with the Secretary of State of the State of Delaware on January 3, 2019; 

 

2.the Certificate of Formation of RSE Archive Manager, LLC, the manager of the Company (the “Manager”), filed with the Secretary of State of the State of Delaware on March 27, 2019; 

 

3.the Amended and Restated Limited Liability Company Agreement of the Company, dated as of August 12, 2019 (the “Company Operating Agreement”);   


Duane Morris llp    A DELAWARE LIMITED LIABILITY PARTNERSHIPGREGORY R. HAWORTH, RESIDENT PARTNER 

ONE RIVERFRONT PLAZA, 1037 RAYMOND BLVD., SUITE 1800    PHONE: +1 973 424 2000    FAX: +1 973 424 2001 

NEWARK, NJ 07102-5429


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 2


4.the Limited Liability Company Agreement of the Manager, dated as of August 12, 2019 (the “Manager Operating Agreement”); and  

 

5.resolutions of the Manager and the Board of Directors of the Manager, with respect to the Offering. 

We have also examined the Offering Statement, forms of subscription agreement and series designation filed with the Commission and such other certificates of public officials, such certificates of executive officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinion hereafter set forth.

In such examination, we have assumed:  (i) the genuineness of all signatures, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to original documents of all documents submitted to us as certified, conformed or other copies and the authenticity of the originals of such documents, (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects, (vi) that the statements of the Company contained in the Offering Statement are true and correct as to all factual matters stated therein, (vii) that the Offering Statement will be and remain qualified under the Securities Act, and (viii) that the Company will receive the required consideration for the issuance of such Interests at or prior to the issuance thereof. As to all questions of fact material to this opinion, we have relied solely upon the above-referenced certificates or comparable documents and other documents delivered pursuant thereto, have not performed or had performed any independent research of public records and have assumed that certificates of or other comparable documents from public officials dated prior to the date hereof remain accurate as of the date hereof.

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”).

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.

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 series limited liability company action of the Company and, when issued and sold in accordance with the terms set forth in the Company Operating Agreement, Manager Operating Agreement, applicable series designation and applicable subscription agreement against payment therefor in the manner contemplated in the Offering Statement, (a) will be legally issued under the Delaware Act and (b) purchasers of the Interests will have no obligation under the Delaware Act to make payments to the Company (other than their purchase price for the Interests and except for their obligation that may arise in the future to repay any funds wrongfully distributed to them as provided under the Delaware Act), 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


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 3


the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, solely by reason of being members of the Company.

The opinion expressed herein is rendered as of the date hereof and is based on existing law, which is subject to change.  Where our opinion expressed herein refers to events to occur at a future date, we have assumed that there will have been no changes in the relevant law or facts between the date hereof and such future date.  We do not undertake to advise you of any changes in the opinion expressed herein from matters that may hereafter arise or be brought to our attention or to revise or supplement such opinion should the present laws of any jurisdiction be changed by legislative action, judicial decision or otherwise.

Our opinion expressed herein is limited to the matters expressly stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.

We hereby consent to the use of this letter as an exhibit to the Offering Statement and to any and all references to our firm in the prospectus that is a part of the Offering Statement.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission.

 

Very truly yours,

/s/ Duane Morris LLP

Duane Morris LLP


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 4


SCHEDULE 1

 

Ticker

Maximum Membership Interests

Maximum Offering Size

#10COBB

1,000

$39,000

#52MANTLE

1,000

$132,000

#71ALI

2,000

$31,000

#71MAYS

2,000

$57,000

#98JORDAN

2,000

$128,000

#AGHOWL

500

$19,000

#EINSTEIN

2,000

$14,500

#FROST

200

$13,500

#POTTER

3,000

$72,000

#ROOSEVELT

1,000

$19,500

#TWOCITIES

200

$14,500

#ULYSSES

500

$25,500

#YOKO

200

$16,000

#70RLEX

1,000

$20,000

#RLEXPEPSI

2,000

$17,800

#SMURF

2,000

$34,500

#APEOD

500

$31,000

#APROAK

1,000

$75,000

#15PTKWT

1,000

$108,000

#18ZION

500

$15,000

#75ALI

2,000

$46,000

#88JORDAN

2,000

$22,000

#APOLLO11

1,000

$32,000

#BIRKINBLEU

1,000

$58,000

#SNOOPY

2,000

$25,500

#HONUS

10,000

$520,000

#24RUTHBAT

3,000

$255,000

#33RUTH

2,000

$77,000

#56MANTLE

10,000

$10,000

#BIRKINBOR

2,000

$52,500

#HIMALAYA

2,000

$140,000

#SPIDER1

1,000

$22,000

#BATMAN3

1,000

$78,000

#BOND1

1,000

$39,000.00

#CATCHER

500

$12,500.00

#LOTR

1,000

$29,000.00


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 5


#AMZFNT15

500

$32,500.00

#HULK1

2,000

$89,000.00

#BATMAN1

1,000

$71,000.00

#55CLEMENTE

1,000

$38,000.00

#38DIMAGGIO

1,000

$22,000.00

#RUTHBALL1

2,000

$29,000.00

#86JORDAN

1,000

$40,000.00

#GMTBLACK1

1,000

$28,000.00

#SHKSPR4

1,000

$115,000.00

#50JACKIE

10,000

$10,000.00

#POKEMON1

5,000

$125,000.00

#FANFOUR1

2,000

$105,000.00

#CHURCHILL

7,500

$7,500.00

#ANMLFARM

10,000

$10,000.00

#CAPTAIN3

1,000

$37,000.00

#SUPER21

8,500

$8,500.00

#SOBLACK

1,000

$56,000.00

#FAUBOURG

2,000

$150,000.00

#BIRKINTAN

1,000

$28,000.00

#56TEDWILL

2,000

$90,000.00

#68MAYS

2,000

$39,000.00

#51MANTLE

2,000

$34,000.00

#85MARIO

3,000

$150,000.00

#TKAM

2,000

$32,000.00

#TMNT1

1,000

$65,000.00

#LINCOLN

4,000

$80,000.00

#61JFK

2,000

$23,000.00

#GATSBY

4,000

$200,000.00

#BATMAN6

2,000

$27,000.00

#STARWARS1

12,000

$12,000.00

#DAREDEV1

11,500

$11,500.00

#03LEBRON

2,000

$34,000.00

#03JORDAN

2,000

$41,000.00

#ALICE

12,000

$12,000.00

#14DRC

1,000

$54,000.00

#05LATOUR

1,000

$9,800.00

#16PETRUS

9,000

$45,000.00

#16SCREAG

1,000

$39,000.00


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 6


#HALONFR

1,000

$27,000.00

#03KOBE

6,250

$50,000.00

#86RICE

23,000

$ 23,000.00

#AVENGERS1

5,000

$270,000.00

#SUPER14

5,200

$130,000.00

#94JETER

1,000

$45,000.00

#DUNE

1,000

$13,250.00

#TOS39

3,000

$135,000.00

#2020TOPPS

10,000

$100,000.00

#93DAYTONA

2,000

$42,000.00

#57STARR

8,000

$8,000.00

#57MANTLE

8,000

$8,000.00

#39TEDWILL

5,600

$28,000.00

#ANMLFARM

1,000

$10,000.00

#37HEISMAN

10,000

$460,000.00

#JUSTICE1 

5,000

$ 215,000.00

#AF15

8,000

$200,000.00

#59JFK

2,000

$26,000.00

#SPIDER10

4,200

$21,000.00

#GRAPES

2,000

$39,000.00

#JOBSMAC

5,000

$50,000.00

#AVENGE57

20,000

$20,000.00

#PICNIC

2,000

$54,000.00

#CLEMENTE2

2,000

$70,000.00

#09TROUT

                               11,250

$225,000.00

#79STELLA

                               13,800

$69,000.00

#62MANTLE

                                 6,000

$150,000.00

#KEROUAC

                                 4,900

$98,000.00

#09BEAUX

                                 6,800

$34,000.00

#13BEAUX

                                 5,100

$25,500.00

#09RBLEROY

                                 4,300

$107,500.00

#00MOUTON

                                 2,000

$27,000.00

#11BELAIR

                                 2,000

$22,000.00

#06BRM

                                 1,850

$18,500.00

#17DUJAC

                                 3,250

$26,000.00

#00NEWMAN

                                 3,100

$15,500.00

#NASA1

                               10,000

$300,000.00

#03KOBE2

                                 5,750

$23,000.00


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 7


#FAUBOURG2

                               11,000

$165,000.00

#03TACHE

                               15,600

$78,000.00

#04LEBRON

                                 5,000

$50,000.00

#THOR

                               10,750

$215,000.00

#85NES

                                 8,000

$32,000.00

#WILDGUN

                                 4,000

$28,000.00

#88MARIO

                                 2,000

$30,000.00

#GOLDENEYE

                                 5,000

$25,000.00

#13MUSIGNY

                               12,250

$245,000.00

#DIMAGGIO2

                                 2,000

$21,000.00

#85JORDAN

                               10,000

$250,000.00

#00BRADY

                                 3,750

$45,000.00

#34GEHRIG

                                 5,000

$35,000.00

#69KAREEM

                                 2,500

$27,500.00

#16KOBE

                             100,000

$800,000.00

#TORNEK

                               33,000

$165,000.00

#NEWTON

                               30,000

$300,000.00

#MOONSHOE

                               18,000

$180,000.00

#70AARON

                                 6,000

$18,000.00

#13GIANNIS

                                 5,000

$25,000.00

#03LEBRON2

                                 5,000

$100,000.00

#BULLSRING

                               30,000

$300,000.00

#09COBB

                                 8,000

$32,000.00

#18LAMAR

                                 7,750

$62,000.00

#51HOWE

                                 5,000

$45,000.00

#86FLEER

                               16,500

$165,000.00

#58PELE

                               31,500

$315,000.00

#58PELE2

                                 5,300

$26,500.00

#04MESSI

                                 9,000

$45,000.00

#99TMB2

                               10,000

$60,000.00

#98KANGA

                               21,250

$170,000.00

#FEDERAL

                               10,000

$150,000.00

#59BOND

                               10,250

$82,000.00

#62BOND

                               15,500

$93,000.00

#DEATON

                               11,400

$285,000.00

#XMEN1

                               12,000

$240,000.00

#ICECLIMB

                               10,000

$80,000.00

#PUNCHOUT

                               10,000

$90,000.00


                                                                           DuaneMorris

 

 

RSE Archive, LLC

December 10, 2020

Page 8


#POKEBLUE

                                 2,400

$24,000.00

#98GTA

                                 3,150

$15,750.00

#FOSSILBOX

                                 4,200

$21,000.00

#96CHARZRD

                                 6,500

$65,000.00

#JUNGLEBOX

                                 6,900

$34,500.00

#01TIGER

                                 1,850

$18,500.00