Second Amended and Restated Series Designation of Series #90ME1, a series of RSE Collection, LLC

Name of Series

Series #90ME1, a series of RSE Collection, LLC

Effective date of establishment

November 14, 2018

Managing Member

RSE Markets, Inc., was appointed as the Managing Member of Series #90ME1 with effect from the date of the Original LLC Agreement and shall continue to act as the Managing Member of Series #90ME1 until dissolution of Series #90ME1 pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X

Initial Member

RSE Markets, Inc.

Series Asset

The Series Assets of Series #90ME1 shall comprise the 1990 Mercedes 190E 2.5-16 Evo II which will be acquired by Series #90ME1 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 #90ME1 from time to time, as determined by the Managing Member in its sole discretion

Asset Manager

RSE Markets, Inc.

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 #90ME1 Interests the Company can issue is 2,000

Number of Series #90ME1 Interests held by the Managing Member and its Affiliates

The Managing Member must purchase a minimum of 2% and may purchase a maximum of 10% of Series #90ME1 Interests through the Offering

Broker

▇▇▇▇▇▇▇ & Company, LLC

Brokerage Fee

Up to 0.75% of the purchase price of the Interests from Series #90ME1 sold at the Initial Offering of the Series #90ME1 Interests (excluding the Series #90ME1 Interests acquired by any Person other than Investor Members)

Interest Designation

No Interest Designation shall be required in connection with the issuance of Series #90ME1 Interests

Voting

Subject to Section 3.5, the Series #90ME1 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 #90ME1 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.

(a) any amendment to this Agreement (including this Series Designation) that would adversely change the rights of the Series #90ME1 Interests;

(b) mergers, consolidations or conversions of Series #90ME1 or the Company; and

(c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Outstanding Series #90ME1 Interests voting as a separate class.

Notwithstanding the foregoing, the separate approval of the holders of Series #90ME1 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 #90ME1 Interests other than in accordance with Section 3.7

Sourcing Fee

No greater than $5,634, which may be waived by the Managing Member in its sole discretion

Other rights

Holders of Series #90ME1 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 #90ME1 Interests

Officers

There shall initially be no specific officers associated with Series #90ME1, although, the Managing Member may appoint Officers of Series #90ME1 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 3.49

As stated in Article XII