Common use of Termination of Offering or Rejection of Subscription Clause in Contracts

Termination of Offering or Rejection of Subscription. 1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, (b) the Offering is terminated by the Manager in its sole discretion, (c) the Contingency (as defined in Section 1(a) of the Amended and Restated Subscription Escrow Agreement, effective as of November 15, 2022, by and among RSE Portfolio, LLC, Dalmore Group, LLC, and SouthState Bank, N.A.) has not been met in compliance with Rule 10b-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (d) the Company has not received subscriptions and accepted related Subscription Agreements for at least the minimum amount of interests to be issued for an Offering of a Particular series of the Company, as set forth in the cover page table and Master Series Table of the offering circular or amendment or supplement thereto with respect to such Offering, a copy of which is available on the Company’s EXXXX filing page of the Securities and Exchange Commission’s website at wxx.xxx.xxx and is accessible to investors at the time of making their investment decision with respect to the particular Offering, within the time period set forth in subsection (a), the Closing shall not take place and the Company will cause the Escrow Agent to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

Termination of Offering or Rejection of Subscription. 1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, (b) the Offering is terminated by the Manager in its sole discretion, (c) the Contingency (as defined in Section 1(a) of the Amended and Restated Subscription Escrow Agreement, effective as of November August 15, 2022, by and among RSE Portfolio, LLCthe Company, Dalmore Group, LLC, and SouthState Bank, N.A.) has not been met in compliance with Rule 10b-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (d) the Company has not received subscriptions and accepted related Subscription Agreements for at least the minimum amount of interests to be issued for an Offering of a Particular series of the Company, as set forth in the cover page table and Master Series Table of the offering circular or amendment or supplement thereto with respect to such Offering, a copy of which is available on the Company’s EXXXX filing page of the Securities and Exchange Commission’s website at wxx.xxx.xxx and is accessible to investors at the time of making their investment decision with respect to the particular Offering, within the time period set forth in subsection (a), the Closing shall not take place and the Company will cause the Escrow Agent to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

Termination of Offering or Rejection of Subscription. 1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, (b) the Offering is terminated by the Manager in its sole discretion, (c) the Contingency (as defined in Section 1(a) of the Third Amended and Restated Subscription Escrow Agreement, effective as of November 15December 8, 20222021, by and among RSE Portfolio, LLCthe Company, Dalmore Group, LLC, and SouthState Bank, N.A. (as successor in interest to Atlantic Capital Bank, N.A.)) has not been met in compliance with Rule 10b-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (d) the Company has not received subscriptions and accepted related Subscription Agreements for at least the minimum amount of interests to be issued for an Offering of a Particular series of the Company, as set forth in the cover page table and Master Series Table of the offering circular or amendment or supplement thereto with respect to such Offering, a copy of which is available on the Company’s EXXXX filing page of the Securities and Exchange Commission’s website at wxx.xxx.xxx and is accessible to investors at the time of making their investment decision with respect to the particular Offering, within the time period set forth in subsection (a), the Closing shall not take place and the Company will cause the Escrow Agent to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.

Termination of Offering or Rejection of Subscription. 1In the event that (a) the Company does not effect the Closing on or before the date which is one year from the Offering being qualified by the U.S. Securities and Exchange Commission (the “SEC”), which period may be extended for an additional six months by the Manager in its sole discretion, (b) the Offering is terminated by the Manager in its sole discretion, (c) the Contingency (as defined in Section 1(a) of the Third Amended and Restated Subscription Escrow Agreement, effective as of November 1524, 20222021, by and among RSE Portfolio, LLCthe Company, Dalmore Group, LLC, and SouthState Bank, N.A. (as successor in interest to Atlantic Capital Bank, N.A.)) has not been met in compliance with Rule 10b-9 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (d) the Company has not received subscriptions and accepted related Subscription Agreements for at least the minimum amount of interests to be issued for an Offering of a Particular series of the Company, as set forth in the cover page table and Master Series Table of the offering circular or amendment or supplement thereto with respect to such Offering, a copy of which is available on the Company’s EXXXX filing page of the Securities and Exchange Commission’s website at wxx.xxx.xxx and is accessible to investors at the time of making their investment decision with respect to the particular Offering, within the time period set forth in subsection (a), the Closing shall not take place and the Company will cause the Escrow Agent to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.