ASSET MANAGEMENT AGREEMENT BETWEEN DOMAINX, LLC AND SERIES #TICKER, A SERIES OF RSE INNOVATION, LLC

(e)The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.  

2 

(f)Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to:  

(i)acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #TICKER Asset as of such date, individually, or 3% of the value of the Series #TICKER Asset as of such date, in the aggregate, without the prior consent of the managing member of the Series; or  

(ii)sell, transfer or convey the Series #TICKER Asset, or any interest in the Series #TICKER Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #TICKER Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #TICKER Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers; provided, further, that in accordance with Section 2(b) of this Agreement, the approval of the Asset Manager shall be a necessary prerequisite to the consummation of any sale, transfer or conveyance of the Series #TICKER Asset. 

3.Cooperation. The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the Series #TICKER Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the Series #TICKER Asset prior to execution. The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the Series #TICKER Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.  

(a)None of the Asset Manager, its Affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series. For purposes of this Agreement, “Affiliate” means, with respect to any person, any other person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the person in question. As used herein, the term control means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through ownership of voting securities, by contract or otherwise.  

3 

(b)To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence. If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated. 

(c)The Asset Manager gives no warranty as to the performance or profitability of the Series #TICKER Asset or as to the performance of any third party engaged by the Asset Manager hereunder.  

(d)The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.  

6.Assignments. This Agreement may not be assigned by either party without the consent of the other party. In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any Person in accordance with Section 2(e) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.  

(b)Except as set forth in Section 5, the Series will bear all reasonable, documented expenses of the Series #TICKER Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”). 

(c)Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.  

4 

(a)The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.  

(b)The Asset Manager’s services to the Series are not exclusive. The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company). The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients. The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.  

9.[RESERVED].  

11.Power of Attorney. For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the Series #TICKER Asset.  

If to the Series:

Series #TICKER

c/o RSE Innovation Manager, LLC

▇▇▇ ▇▇▇▇▇▇▇▇, ▇^▇▇ ▇▇▇▇▇

New York, NY 10013

Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

5 

If to the Asset Manager:

DomainX, LLC

▇▇ ▇ ▇▇▇▇▇ ▇▇▇▇▇▇

Sheridan, Wyoming 82801

Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

13.Independent Contractor. For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of the Asset Manager’s other clients. Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.  

14.Entire Agreement; Amendment; Severability. This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties. If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.  

16.Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.