Post-Qualification Amendment No. 3

File No. 024-11612

EXPLANATORY NOTE

RSE Innovation, LLC has prepared this Post-Qualification Amendment No. 3 solely for the purpose of filing Exhibits 6.10, 6.11 and 6.12.

---

i 

---

 

EXHIBIT INDEX

 

Exhibit 2.1 – Certificate of Formation for RSE Innovation, LLC (1)

Exhibit 2.2 – Amended and Restated Limited Liability Company Agreement of RSE Innovation, LLC (2)

Exhibit 2.3 – Certificate of Formation for RSE Innovation Manager, LLC (1)

Exhibit 2.4 – Limited Liability Company Agreement of RSE Innovation Manager, LLC (2)

Exhibit 3.1 – Form of Series Designation (2)

Exhibit 4.1 – Form of Subscription Agreement (3)

Exhibit 6.1 – Form of Asset Management Agreement (2)

Exhibit 6.2 – Broker of Record Agreement (3)

Exhibit 6.3 – Form of Purchase Agreement (2)

Exhibit 6.4 – Upper90 Credit and Guaranty Agreement (2)

Exhibit 6.5 – Transfer Agent Agreement (3)

Exhibit 6.6 – NCPS PPEX ATS Company Agreement (5)

Exhibit 6.7 – Executing Broker Secondary Market Transactions Engagement Letter (5)

Exhibit 6.8 – Executing Broker Tools License Agreement (5)

Exhibit 6.9 – NCIT Software and Services License Agreement (5)

Exhibit 6.10 – Series #URL1 Purchase Agreement

Exhibit 6.11 – Series #URL2 Purchase Agreement

Exhibit 6.12 – Series #URL3 Purchase Agreement

Exhibit 8.1 – Amended and Restated Subscription Escrow Agreement (4)

Exhibit 8.2 – Custodian Agreement with DriveWealth, LLC (3)

Exhibit 11.1 – Consent of EisnerAmper LLP (6)

Exhibit 12.1 – Opinion of Maynard, Cooper & Gale, P.C. (6)

Exhibit 13.1 – Testing the Waters Materials (2)

Exhibit 13.2 – Testing the Waters Materials Relating to Series #URL3 (6)

 

 

(1)Previously included as an exhibit to the Company’s Draft Offering Statement on Form 1-A submitted to the Commission on May 6, 2021. 

(2)Previously filed as an Exhibit to the Company’s Offering Statement on Form 1-A filed with the Commission on August 20, 2021. 

(3)Previously filed as an Exhibit to the Company’s Pre-Qualification Amendment No. 1 to its Offering Statement on Form 1-A filed with the Commission on October 8, 2021. 

(4)Previously filed as an Exhibit to the Company’s Pre-Qualification Amendment No. 2 to its Offering Statement on Form 1-A filed with the Commission on November 24, 2021. 

(5)Previously filed as an Exhibit to the Company’s Post Qualification Amendment No. 1 to its Form 1-A filed with the Commission on February 14, 2022. 

(6)Previously filed as an Exhibit to the Company’s Post Qualification Amendment No. 2 to its Form 1-A filed with the Commission on March 25, 2022. 

---

ii 

---

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on May 6, 2022.

RSE INNOVATION, LLC

By: RSE Innovation Manager, LLC, its managing member

By: Rally Holdings LLC, its managing member

By: RSE Markets, Inc., its sole member

 

By: /s/ George J. Leimer

Name: George J. Leimer

Title: Chief Executive Officer

This Offering Statement 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)	May 6, 2022
/s/ Maximilian F. Niederste-Ostholt Name: Maximilian F. Niederste-Ostholt	Chief Financial Officer of RSE Markets, Inc. (Principal Financial Officer and Principal Accounting Officer)	May 6, 2022
RSE INNOVATION MANAGER, LLC   By: Rally Holdings LLC, its managing member   By: RSE Markets, Inc., its sole member   By: /s/ George J. Leimer                 Name: George J. Leimer Title: Chief Executive Officer	Managing Member	May 6, 2022

---

DOMAIN NAME PURCHASE AND SALE AGREEMENT

This Domain Name Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by and between RSE Innovation, LLC, a Delaware series limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York, NY 10012 (“Buyer”) and DomainX, LLC, a Wyoming limited liability company having its principal place of business at 30 N Gould Street, Ste N, Sheridan, WY 82801 (“Seller”).  Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.” 

 

WHEREAS, Seller is the registrant of record and owner of the registration rights to the Internet domain name “HOTSPOT.COM” (the “Domain Name”), and wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s interest in the Domain Name and all associated rights, title, and goodwill associated therein; and 

WHEREAS, Buyer intends (i) to contribute the Domain Name to a series of Buyer (the “Series”); and (ii) to offer to the public ownership interests in the Series (“Series Interests”) in an offering (the “Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder (“Regulation A”).  

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:   

1.PURCHASE AND SALE OF THE DOMAIN NAME:   

Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers, conveys, and delivers exclusively to Buyer, free and clear of all liens, charges, restrictions, mortgages, pledges, security interests and other encumbrances, and Buyer hereby purchases and acquires from Seller, all of Seller’s right, title and interest in and to the Domain Name and any and all goodwill associated therewith (collectively, the “Transaction”), which Transaction shall be effective as of the Closing Date (as defined below).  

 

2.CONSIDERATION AND TRANSFER: 

(a) Cash Purchase Price; [Series Interests]: Subject to the terms of this Agreement, in consideration of the sale of the Domain Name, Buyer agrees:

i.to pay Seller forty-eight thousand two hundred fifty dollars ($48,250 USD) (the “Cash Purchase Price”) on the Closing Date; and 

 

ii.[to issue to Seller pursuant to the Offering that number of Series Interests equal to one hundred twenty-six thousand seven hundred fifty dollars ($126,750 USD) divided by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Seller shall comply with customary procedures and requirements applicable to other investors in Series Interests as Buyer or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)]. 

 

(b) Closing Conditions; Transfer: Buyer shall promptly notify Seller upon the closing of the Offering, which closing is a condition of the Transaction (the “Closing Condition”). Upon Seller’s receipt of notice that the Closing Condition has been satisfied, Seller shall take all reasonably necessary steps and actions, including but not limited to unlocking the Domain Name and providing Buyer with the transfer authorization code or pushing the Domain Name to Buyer’s GoDaddy account with Buyer’s contact information, in order to effectuate the transfer and assignment of the Domain Name to Buyer at or to the Registrar of Buyer’s choice.

(c) Payment of Cash Purchase Price; [Issuance of Series Interests]: Within five (5) business days

---

1 

---

of Buyer confirming in writing to Seller that (i) the Domain Name has transferred to Buyer and Buyer has full administrative and technical control over the Domain Name and (ii) the public WHOIS database reflects Buyer’s ownership of the Domain Name (to the extent the WHOIS database can display such information publicly), Buyer shall (y) pay the Cash Purchase Price to Seller via wire transfer or ACH, with such date of payment being the “Closing Date,” [and (z) issue the number of Series Interests set forth in Section 2(a)(ii) above to Seller pursuant to the Procedures]. Buyer shall be responsible for any fees associated with the wire transfer. Following the Closing Date, Seller shall have no further rights in and to the Domain Name and Seller shall not make any claims to ownership of the Domain Name.

(d) Liabilities Not Assumed: Buyer is not assuming or agreeing to assume or discharge any liability, obligation or debt of Seller whatsoever, whether now existing or hereinafter incurred, including, without limitation, any liability or obligation relating to Seller’s business activities that took place prior to the Closing Date or any liabilities arising out of or connected to the Domain Name or the sale thereof.

(e) Future Liabilities: Seller shall not be responsible or liable for any future actions or liabilities of Buyer in connection with the use of the Domain Name following the Closing Date, except to the extent such action or liability is caused by or related to any breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement.  

3.REPRESENTATIONS AND WARRANTIES: 

(a) Efforts; Further Assurances:  Each Party shall use commercially reasonable efforts to take, or cause to be taken, all acts, and to do, or cause to be done, all acts reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transaction.  Seller agrees to cooperate as needed and to sign all necessary documents to carry out the purpose of this Agreement and to vest in Buyer all of Seller’s right, title and interest in and to the Domain Name, free and clear of any liens or encumbrances.

(b) Ownership: Seller represents and warrants that it is the sole and exclusive registrant of the Domain Name, free and clear of all liens, claims, encumbrances and assignments and that it has the authority to transfer the Domain Name to Buyer as contemplated hereunder.  

(c) Authority: Each of the Parties hereto represents and warrants that as of the Closing Date, it has the right and authority to enter into this Agreement on its behalf and will be bound by and perform its obligations hereunder and, to such Party’s knowledge, has obtained all necessary approvals required to consummate this Transaction.

(d) No Claims or Liens: Seller represents and warrants that, to Seller’s knowledge, as of the Closing Date, there are no current, threatened or prior claims, disputes or actions arising out of the use of the Domain Name or the terms “Hotspot” or “Hot Spot” including, but not limited to, ICANN Uniform Domain-Name Dispute-Resolution Policy (“UDRP”) actions or trademark actions, or other claims or actions, nor any liens encumbering the Domain Name, and the Domain Name is being transferred and assigned free of any liens, encumbrances or security interests. Seller further represents that, as of the Closing Date, Seller is aware of no facts that would give rise to a potential lien or claim which could encumber the Domain Name, including, but not limited to, any actual or potential tax liability that would encumber the Domain Name or any outstanding trademark claim.  

(e) Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, officers, directors, members, managers, employees, agents, successors, and assigns, from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third party claim, suit, action, or proceeding, whether actual or alleged, that relates to: (i) Seller’s business activities that took place prior to the Closing Date arising out of or connected to Seller’s ownership or use of the Domain Name or the sale thereof; (ii) any breach of Seller’s representations, warranties, covenants, agreements or obligations hereunder; or (iii) Seller’s negligence or

---

2 

---

willful misconduct.

 

[(f)  Qualified Purchaser.  Seller represents and warrants that, as of the date hereof, either (i) Seller is an “accredited investor” as that term is defined in Regulation D promulgated under the Act or (ii) the value of the Series Interests to be delivered to Seller pursuant to Section 2(a)(ii) above complies with the investment limitations set forth in Regulation A (collectively, a “Qualified Purchaser”).  Seller agrees to promptly provide Buyer and its affiliates with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of Seller prior to the Closing Date, including an Investor Certification in a form satisfactory to Buyer.]

 

4.MISCELLANEOUS: 

(a) Buyer and Seller agree that this Agreement shall inure to the benefit of and be binding upon each of their respective agents, representatives, shareholders, officers, directors, members, managers, employees, assigns, heirs, subsidiaries, parent companies, and predecessor or successor companies.

(b) If any part of this Agreement shall be determined to be illegal, invalid, or unenforceable, that part shall be severed from the Agreement and the remaining parts shall be valid and enforceable, so long as the remaining parts continue to fulfill the original intent of the Parties.

(c) This Agreement constitutes the entire agreement between the Parties, and supersedes any and all prior agreements or understandings, written or oral, relating to the subject matter hereof.  No other promises, agreements, or understandings, written or oral, shall be binding upon the Parties with respect to this subject matter unless contained in this Agreement.  

(d) This Agreement may be executed in counterparts and facsimile copies of signatures shall be deemed original for all purposes.  This document alone is admissible in any proceeding to interpret or enforce this Agreement.

(e) This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

(f) The Parties have read, understand, and agree to the terms of this Agreement and are duly advised and have had the opportunity to consult with counsel regarding this Agreement.

(g) The Parties agree that the terms of this Agreement shall be kept confidential (except as may be required by law, rule or regulation of any governmental authority) and will not be disclosed to any individual or entity, except that either Party may disclose such terms as are reasonably necessary to their respective members, lenders, officers, directors, members, managers, employees, accountants, counsel and agents, with a reasonable need to know such information in their representative capacities, and all persons acting by, through, under or in concert with any of them.

(e) Unless otherwise expressly provided, any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement shall be sent by email to the receiving Party at the email address set forth below:

 

To Buyer:   and   

 

To Seller:   and   

 

Any Party may change the address to which notices are required to be sent by giving notice of such change to the other Party in accordance with this Section.  All notices will be deemed to have been received upon dispatch.

---

3 

---

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the Effective Date.

BUYER

 

RSE Innovation, LLC

By: RSE Innovation Manager, LLC, its managing member

By: Rally Holdings LLC, its sole member

By: RSE Markets, Inc., its sole member

 

 

By:/s/ George Leimer  

Name: George Leimer  

Title:Chief Executive Officer  

 

 

SELLER

 

By:/s/ Andrew Rosener  

Name:Andrew Rosener  

Title:CEO  

---

[Signature Page to Domain Name Purchase And Sale Agreement] 

 

DOMAIN NAME PURCHASE AND SALE AGREEMENT

This Domain Name Purchase and Sale Agreement (hereinafter referred to as the “Agreement”) is entered into as of August 16, 2021 (the “Effective Date”), by and between RSE Innovation, LLC, a Delaware series limited liability company having its principal place of business at 250 Lafayette St., 2nd Floor, New York, NY 10012 (“Buyer”) and DomainX, LLC, a Wyoming limited liability company having its principal place of business at 30 N Gould Street, Ste N, Sheridan, WY 82801 (“Seller”).  Buyer and Seller may collectively be referred to herein as the "Parties" and referred to singularly as a “Party.” 

 

WHEREAS, Seller is the registrant of record and owner of the registration rights to the Internet domain name “DIRECTIONS.COM” (the “Domain Name”), and wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s interest in the Domain Name and all associated rights, title, and goodwill associated therein; and 

WHEREAS, Buyer intends (i) to contribute the Domain Name to a series of Buyer (the “Series”); and (ii) to offer to the public ownership interests in the Series (“Series Interests”) in an offering (the “Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Tier 2 of Regulation A, as amended, promulgated thereunder (“Regulation A”).  

NOW THEREFORE, in consideration of the mutual representations, warranties, covenants, and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:   

1.PURCHASE AND SALE OF THE DOMAIN NAME:   

Subject to the terms and conditions of this Agreement, Seller hereby sells, assigns, transfers, conveys, and delivers exclusively to Buyer, free and clear of all liens, charges, restrictions, mortgages, pledges, security interests and other encumbrances, and Buyer hereby purchases and acquires from Seller, all of Seller’s right, title and interest in and to the Domain Name and any and all goodwill associated therewith (collectively, the “Transaction”), which Transaction shall be effective as of the Closing Date (as defined below).  

 

2.CONSIDERATION AND TRANSFER: 

(a) Cash Purchase Price; [Series Interests]: Subject to the terms of this Agreement, in consideration of the sale of the Domain Name, Buyer agrees:

i.to pay Seller seventy-six thousand dollars ($76,000 USD) (the “Cash Purchase Price”) on the Closing Date; and 

 

ii.[to issue to Seller pursuant to the Offering that number of Series Interests equal to forty-nine thousand dollars ($49,000 USD) divided by the price per interest applicable to such Series set forth in the Offering Statement on Form 1-A, as filed with and qualified by the Securities and Exchange Commission, provided that Seller shall comply with customary procedures and requirements applicable to other investors in Series Interests as Buyer or its affiliates determine, in their sole discretion, to be necessary and advisable (the “Procedures”)]. 

 

(b) Closing Conditions; Transfer: Buyer shall promptly notify Seller upon the closing of the Offering, which closing is a condition of the Transaction (the “Closing Condition”). Upon Seller’s receipt of notice that the Closing Condition has been satisfied, Seller shall take all reasonably necessary steps and actions, including but not limited to unlocking the Domain Name and providing Buyer with the transfer authorization code or pushing the Domain Name to Buyer’s GoDaddy account with Buyer’s contact information, in order to effectuate the transfer and assignment of the Domain Name to Buyer at or to the Registrar of Buyer’s choice.

(c) Payment of Cash Purchase Price; [Issuance of Series Interests]: Within five (5) business days

---

1 

---

of Buyer confirming in writing to Seller that (i) the Domain Name has transferred to Buyer and Buyer has full administrative and technical control over the Domain Name and (ii) the public WHOIS database reflects Buyer’s ownership of the Domain Name (to the extent the WHOIS database can display such information publicly), Buyer shall (y) pay the Cash Purchase Price to Seller via wire transfer or ACH, with such date of payment being the “Closing Date,” [and (z) issue the number of Series Interests set forth in Section 2(a)(ii) above to Seller pursuant to the Procedures]. Buyer shall be responsible for any fees associated with the wire transfer. Following the Closing Date, Seller shall have no further rights in and to the Domain Name and Seller shall not make any claims to ownership of the Domain Name.

(d) Liabilities Not Assumed: Buyer is not assuming or agreeing to assume or discharge any liability, obligation or debt of Seller whatsoever, whether now existing or hereinafter incurred, including, without limitation, any liability or obligation relating to Seller’s business activities that took place prior to the Closing Date or any liabilities arising out of or connected to the Domain Name or the sale thereof.

(e) Future Liabilities: Seller shall not be responsible or liable for any future actions or liabilities of Buyer in connection with the use of the Domain Name following the Closing Date, except to the extent such action or liability is caused by or related to any breach by Seller of any representation, warranty, agreement or covenant contained in this Agreement.  

3.REPRESENTATIONS AND WARRANTIES: 

(a) Efforts; Further Assurances:  Each Party shall use commercially reasonable efforts to take, or cause to be taken, all acts, and to do, or cause to be done, all acts reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the Transaction.  Seller agrees to cooperate as needed and to sign all necessary documents to carry out the purpose of this Agreement and to vest in Buyer all of Seller’s right, title and interest in and to the Domain Name, free and clear of any liens or encumbrances.

(b) Ownership: Seller represents and warrants that it is the sole and exclusive registrant of the Domain Name, free and clear of all liens, claims, encumbrances and assignments and that it has the authority to transfer the Domain Name to Buyer as contemplated hereunder.  

(c) Authority: Each of the Parties hereto represents and warrants that as of the Closing Date, it has the right and authority to enter into this Agreement on its behalf and will be bound by and perform its obligations hereunder and, to such Party’s knowledge, has obtained all necessary approvals required to consummate this Transaction.

(d) No Claims or Liens: Seller represents and warrants that, to Seller’s knowledge, as of the Closing Date, there are no current, threatened or prior claims, disputes or actions arising out of the use of the Domain Name or the term “Directions,” including, but not limited to, ICANN Uniform Domain-Name Dispute-Resolution Policy (“UDRP”) actions or trademark actions, or other claims or actions, nor any liens encumbering the Domain Name, and the Domain Name is being transferred and assigned free of any liens, encumbrances or security interests. Seller further represents that, as of the Closing Date, Seller is aware of no facts that would give rise to a potential lien or claim which could encumber the Domain Name, including, but not limited to, any actual or potential tax liability that would encumber the Domain Name or any outstanding trademark claim.  

(e) Indemnification. Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, officers, directors, members, managers, employees, agents, successors, and assigns, from and against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers, arising out of or in connection with any third party claim, suit, action, or proceeding, whether actual or alleged, that relates to: (i) Seller’s business activities that took place prior to the Closing Date arising out of or connected to Seller’s ownership or use of the Domain Name or the sale thereof; (ii) any breach of Seller’s representations, warranties, covenants, agreements or obligations hereunder; or (iii) Seller’s negligence or

---

2 

---

willful misconduct.

 

[(f)  Qualified Purchaser.  Seller represents and warrants that, as of the date hereof, either (i) Seller is an “accredited investor” as that term is defined in Regulation D promulgated under the Act or (ii) the value of the Series Interests to be delivered to Seller pursuant to Section 2(a)(ii) above complies with the investment limitations set forth in Regulation A (collectively, a “Qualified Purchaser”).  Seller agrees to promptly provide Buyer and its affiliates with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of Seller prior to the Closing Date, including an Investor Certification in a form satisfactory to Buyer.]

 

4.MISCELLANEOUS: 

(a) Buyer and Seller agree that this Agreement shall inure to the benefit of and be binding upon each of their respective agents, representatives, shareholders, officers, directors, members, managers, employees, assigns, heirs, subsidiaries, parent companies, and predecessor or successor companies.

(b) If any part of this Agreement shall be determined to be illegal, invalid, or unenforceable, that part shall be severed from the Agreement and the remaining parts shall be valid and enforceable, so long as the remaining parts continue to fulfill the original intent of the Parties.

(c) This Agreement constitutes the entire agreement between the Parties, and supersedes any and all prior agreements or understandings, written or oral, relating to the subject matter hereof.  No other promises, agreements, or understandings, written or oral, shall be binding upon the Parties with respect to this subject matter unless contained in this Agreement.  

(d) This Agreement may be executed in counterparts and facsimile copies of signatures shall be deemed original for all purposes.  This document alone is admissible in any proceeding to interpret or enforce this Agreement.

(e) This Agreement will be construed in accordance with and governed by the laws of the State of Delaware, without regard to its conflict of laws rules.

(f) The Parties have read, understand, and agree to the terms of this Agreement and are duly advised and have had the opportunity to consult with counsel regarding this Agreement.

(g) The Parties agree that the terms of this Agreement shall be kept confidential (except as may be required by law, rule or regulation of any governmental authority) and will not be disclosed to any individual or entity, except that either Party may disclose such terms as are reasonably necessary to their respective members, lenders, officers, directors, members, managers, employees, accountants, counsel and agents, with a reasonable need to know such information in their representative capacities, and all persons acting by, through, under or in concert with any of them.

(e) Unless otherwise expressly provided, any notice, request, demand, waiver or other communication required or permitted to be given under this Agreement shall be sent by email to the receiving Party at the email address set forth below:

 

To Buyer:   and   

 

To Seller:   and   

 

Any Party may change the address to which notices are required to be sent by giving notice of such change to the other Party in accordance with this Section.  All notices will be deemed to have been received upon dispatch.

---

3 

---

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered as of the Effective Date.

BUYER

 

RSE Innovation, LLC

By: RSE Innovation Manager, LLC, its managing member

By: Rally Holdings LLC, its sole member

By: RSE Markets, Inc., its sole member

 

 

By:/s/ George Leimer  

Name: George Leimer  

Title:Chief Executive Officer  

 

 

SELLER

 

By:/s/ Andrew Rosener  

Name:Andrew Rosener  

Title:CEO  

---

[Signature Page to Domain Name Purchase And Sale Agreement]