0001768126-22-000040 Sample Contracts

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Broker-Dealer Agreement • August 17th, 2022 • RSE Archive, LLC • Retail-retail stores, nec

Amended and Restated Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RSE Archive, LLC (“Client”) a Delaware Limited Liability Company, and Dalmore Group LLC, a New York Limited Liability Company (“Dalmore”). Each of Client and Dalmore may be referred to herein as a “Party” and, collectively, the “Parties.” Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 15, 2022 (the “Effective Date”):

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AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT
Subscription Escrow Agreement • August 17th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • Georgia

This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of August 15, 2022 (the “Effective Date”), by and between RSE Archive, LLC, a Delaware series limited liability company with its principal place of business located at 250 Lafayette Street, 2nd Floor, New York, NY 10012, (the “Company”), Dalmore Group, LLC, a New York limited liability company with its principal place of business located at 525 Green Place, Woodmere, NY 11598 (the “Broker of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • August 17th, 2022 • RSE Archive, LLC • Retail-retail stores, nec • Delaware

This Assignment and Assumption Agreement (the “Agreement”), effective as of [________], 20[__] (the “Effective Date”), is by and between RSE Collection, Inc., a Delaware corporation (“Collection”), and RSE Archive, LLC, a Delaware series limited liability company (“Archive”).

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