0001688804-18-000015 Sample Contracts

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Contract
Promissory Note • August 24th, 2018 • 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.

Series Designation of Series #80LC1, a series of RSE Collection, LLC
Series Designation • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.12 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #80LC1, a series of RSE Collection, LLC (“Series #80LC1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.12”.

ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #72FG1, A SERIES OF RSE COLLECTION, LLC
Asset Management Agreement • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #72FG1, a Series of RSE Collection, LLC (the “Series”).

Series Designation of Series #72FG1, a series of RSE Collection, LLC
Series Designation • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.13 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #72FG1, a series of RSE Collection, LLC (“Series #72FG1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.13”.

ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #06FS1, A SERIES OF RSE COLLECTION, LLC
Asset Management Agreement • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #06FS1, a Series of RSE Collection, LLC (the “Series”).

Series Designation of Series #98DV1, a series of RSE Collection, LLC
Limited Liability Company Agreement • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.11 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #98DV1, a series of RSE Collection, LLC (“Series #98DV1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.11”.

ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #98DV1, A SERIES OF RSE COLLECTION, LLC
Asset Management Agreement • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #98DV1, a Series of RSE Collection, LLC (the “Series”).

Series Designation of Series #06FS1, a series of RSE Collection, LLC
Series Designation • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies

In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Collection, LLC (the “Company”) dated May 25, 2017 (the “Agreement”) and upon the execution of this Exhibit 3.14 by the Company and RSE Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series #06FS1, a series of RSE Collection, LLC (“Series #06FS1”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.14”.

ASSET MANAGEMENT AGREEMENT BETWEEN RSE MARKETS, INC. AND SERIES #80LC1, A SERIES OF RSE COLLECTION, LLC
Asset Management Agreement • August 24th, 2018 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”) dated as of _______, 2018 is entered into between RSE Markets, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series #80LC1, a Series of RSE Collection, LLC (the “Series”).

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