0001688804-17-000006 Sample Contracts

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May 25, 2017 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF
Limited Liability Company Agreement • June 30th, 2017 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware

This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE COLLECTION, LLC, (this Agreement) is dated as of May 25, 2017. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1.

Contract
Promissory Note • June 30th, 2017 • RSE Collection, LLC • Motor vehicles & passenger car bodies • New York

THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OTHER APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE THEREOF, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS NOTE IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.

SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • June 30th, 2017 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Georgia

This Subscription Escrow Agreement (the “Agreement”) is made effective as of _______________, 2017 (the “Effective Date”), by and between RSE Collection, LLC, a Delaware series limited liability company with its principal place of business located at 41 W 25th Street, 8th Floor, New York, NY 10010, (the “Company”), Cuttone & Company, LLC, a New York limited liability company with its principal place of business located at 11 Wall Street, New York, NY 10005 (the “Placement Agent”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).

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