Standard Form of Series Designation of Series #TICKER, a series of RSE Portfolio, LLC

Name of Series

Series #TICKER, a series of RSE Portfolio, LLC

Effective date of establishment

EIN Date

Managing Member

RSE Portfolio Manager, LLC, was appointed as the Managing Member of Series #TICKER with effect from the date of the Limited Liability Company Agreement of the Company and shall continue to act as the Managing Member of Series #TICKER until dissolution of Series #TICKER pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X

Initial Member

RSE Portfolio Manager, LLC

Series Asset

The Series Assets of Series #TICKER shall comprise the Underlying Asset which will be acquired by Series #TICKER upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series #TICKER from time to time, as determined by the Managing Member in its sole discretion

Asset Manager

Rally Holdings LLC

Management Fee

As stated in Section 6.5

Purpose

As stated in Section 2.4

Issuance

Subject to Section 6.3(a)(i), the maximum number of Series #TICKER Interests the Company can issue is COUNT

Number of Series #TICKER Interests held by the Managing Member and its Affiliates

The Managing Member must purchase a minimum of 1% of Series #TICKER Interests through the Offering

Broker of Record

Dalmore Group, LLC

Brokerage Fee

Up to 1.00% of the purchase price of the Interests from Series #TICKER sold at the Initial Offering of the Series #TICKER Interests

Interest Designation

No Interest Designation shall be required in connection with the issuance of Series #TICKER Interests

Voting

Subject to the limitations set forth in Section 3.5, the Series #TICKER Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Series #TICKER Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in this Agreement.

The affirmative vote of the holders of not less than a majority of the Series #TICKER Interests then Outstanding shall be required for:

(a) any amendment to this Agreement (including this Series Designation) that would materially and adversely affect the rights of the Series #TICKER Interests;

(b) modifies Section 11(a) or gives any Person a right to dissolve the Company;

(c)  modifies the term of the Company; or

(d) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #TICKER Interests voting as a separate class.

Notwithstanding the foregoing, the separate approval of the holders of Series #TICKER Interests shall not be required for any of the other matters specified under Section 12.1

Splits

There shall be no subdivision of the Series #TICKER Interests other than in accordance with Section 3.7

Sourcing Fee

No greater than $Sourcing Fee, which may be waived by the Managing Member in its sole discretion

Other rights

Holders of Series #TICKER Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series #TICKER Interests

Officers

There shall initially be no specific officers associated with Series #TICKER, although, the Managing Member may appoint Officers of Series #TICKER from time to time, in its sole discretion

Aggregate Ownership Limit

As stated in Section 1.1

Minimum Interests

One (1) Interest per Member

Fiscal Year

As stated in Section 8.2

Information Reporting

As stated in Section 8.1(c)

Termination

As stated in Section 11.1(b)

Liquidation

As stated in Section 11.3

Amendments to this Exhibit 3.Exhibit Number

As stated in Article XII