ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • December 2nd, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS ESCROW AGREEMENT, effective as of December 1, 2021, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Gallery Drop 121, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
ContractPromissory Note • December 2nd, 2021 • Otis Gallery LLC • Retail-retail stores, nec
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 Gallery Drop 119, a Series of Otis Gallery LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) Subscription Agreement to subscribe for Series Gallery Drop 119, a Series...Subscription Agreement • December 2nd, 2021 • Otis Gallery LLC • Retail-retail stores, nec • New York
Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 2nd, 2021 • Otis Gallery LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this November 30, 2021, by and between (i) Series Gallery Drop 119, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLCLimited Liability Company Agreement • February 20th, 2019 • Otis Gallery LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLC (this “Agreement”) is dated as of February 1, 2019. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 20th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 13th day of December 2019, by and between (i) Series Gallery Drop 011, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
ContractPromissory Note • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • 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.
PPEX ATS COMPANY AGREEMENTCompany Agreement • July 21st, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Utah
This PPEX ATS Company Agreement (including the policies and documents referenced below, collectively, this “Agreement”), effective as of the effective date set forth below (“Effective Date”), is entered into by and between Company set forth below (“Company”), and North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”).
April 29, 2021Secondary Market Transactions Engagement Letter • July 21st, 2021 • Otis Gallery LLC • Retail-retail stores, nec
This letter confirms the agreement between Dalmore Group, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”), (“Dalmore” or “we” or “us”) and Otis Gallery LLC (the “Issuer” or “you”) as follows:
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 045Asset Management Agreement • October 7th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 6, 2020, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 045, a series of Otis Gallery LLC (the “Series”).
Series Drop 010, a Series of Otis Gallery LLC Interests are offered through North Capital Private Securities Corporation, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Subscription Agreement to subscribe for Series Drop 010, a...Subscription Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York
Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.
Series #KW, a Series of Otis Gallery LLC Interests are offered through North Capital Private Securities Corporation, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Subscription Agreement to subscribe for Series #KW, a Series of...Subscription Agreement • April 3rd, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York
ASSET MANAGEMENT AGREEMENTAsset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 009, a Series of Otis Gallery LLC (the “Series”).
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 090Asset Management Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 090, a series of Otis Gallery LLC (the “Series”).
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 074Asset Management Agreement • February 10th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of February 5, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 074, a series of Otis Gallery LLC (the “Series”).
September 16, 2022Secondary Market Transactions Engagement Letter • September 19th, 2022 • Otis Gallery LLC • Retail-retail stores, nec
This letter confirms the amendment to the agreement (the “Agreement”), dated April 29, 2021, between Dalmore Group, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”; “Dalmore” or “we” or “us”) and Otis Gallery LLC (the “Issuer” or “you”) as follows:
AMENDED AND RESTATED SOLICITATION AGREEMENTSolicitation Agreement • July 10th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED AGREEMENT is entered into as of July 9, 2019 by and among Otis Gallery LLC, having a principal address at 335 Madison Ave, 3rd Floor, New York, NY 10017 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for private debt, equity, or hybrid securities issued by the Company (the “Offering”) on the terms and subject to the conditions contained herein.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 092Asset Management Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 092, a series of Otis Gallery LLC (the “Series”).
Series #KW, a Series of Otis Gallery LLC Interests are offered through North Capital Private Securities Corporation, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Subscription Agreement to subscribe for Series #KW, a Series of...Subscription Agreement • July 10th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York
Broker-Dealer AgreementBroker-Dealer Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Otis Gallery LLC (“Client”), a Delaware Series Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of September 3, 2020 (the “Effective Date”):
Series Gallery Drop 074, a Series of Otis Gallery LLCSeries Agreement • February 10th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
ContractPromissory Note • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • 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.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 096Asset Management Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 096, a series of Otis Gallery LLC (the “Series”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • December 20th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 17th day of December, 2019, by and between (i) Series Gallery Drop 014, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 018Asset Management Agreement • May 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of May 13, 2020, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 018, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 090, a Series of Otis Gallery LLCSeries Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
Series Gallery Drop 098, a Series of Otis Gallery LLCSeries Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 098Asset Management Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 10, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 098, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 088, a Series of Otis Gallery LLCSeries Agreement • March 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 108Asset Management Agreement • May 7th, 2021 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of April 29, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Gallery Drop 108, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 070, a Series of Otis Gallery LLCSeries Agreement • February 10th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
Series Gallery Drop 067, a Series of Otis Gallery LLCSeries Agreement • January 15th, 2021 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLCLimited Liability Company Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF OTIS GALLERY LLC (this “Amendment”) is made and effective as of March 18, 2020 by Otis Wealth, Inc., a Delaware corporation (the “Managing Member”). Capitalized terms used in this Amendment without definition shall have the meanings assigned to them in the Operating Agreement (as defined below).
Series Gallery Drop 012, a Series of Otis Gallery LLCSeries Agreement • December 20th, 2019 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
Series Gallery Drop 054, a Series of Otis Gallery LLCSeries Agreement • November 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
