ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • December 9th, 2021 • Otis Collection LLC • Retail-retail stores, nec • Delaware
THIS ESCROW AGREEMENT, effective as of December 8, 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 (“Dalmore”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Collection Drop 021, a Series of Otis Collection LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
ContractPromissory Note • August 20th, 2021 • Otis Collection 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.
Series Collection Drop 010, a Series of Otis Collection 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 Collection Drop 010,...Subscription Agreement • August 20th, 2021 • Otis Collection 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 • August 20th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this August 17, 2021, by and between (i) Series Collection Drop 008, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
LIMITED LIABILITY COMPANY AGREEMENT OF OTIS COLLECTION LLCLimited Liability Company Agreement • November 29th, 2019 • Otis Collection LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF OTIS COLLECTION LLC (this “Agreement”) is dated as of October 10, 2019. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.
PPEX ATS COMPANY AGREEMENTCompany Agreement • July 21st, 2021 • Otis Collection 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 Collection 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 Collection LLC (the “Issuer” or “you”) as follows:
Series Collection Drop 001, a Series of Otis Collection 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...Subscription Agreement • January 10th, 2020 • Otis Collection LLC • Retail-retail stores, nec • New York
ContractPromissory Note • April 23rd, 2020 • Otis Collection 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 COLLECTION DROP 004Asset Management Agreement • May 6th, 2021 • Otis Collection LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 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 Collection Drop 004, a series of Otis Collection LLC (the “Series”).
Name of Series], a Series of Otis Collection 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 [Name of Series], a Series of Otis...Subscription Agreement • December 9th, 2021 • Otis Collection LLC • Retail-retail stores, nec • New York
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 23rd, 2020 • Otis Collection LLC • Retail-retail stores, nec • New York
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of this April 23, 2020, by and between (i) Series Collection Drop 001, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
ASSET MANAGEMENT AGREEMENT SERIES COLLECTION DROP 008Asset Management Agreement • August 20th, 2021 • Otis Collection LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 008, a series of Otis Collection LLC (the “Series”).
FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT SERIES COLLECTION DROP 003Asset Management Agreement • April 23rd, 2020 • Otis Collection LLC • Retail-retail stores, nec • New York
This FIRST AMENDMENT TO ASSET MANAGEMENT AGREEMENT (this “Amendment”), dated as of April 23, 2020, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 003, a Series of Otis Collection LLC (the “Series”).
September 16, 2022Secondary Market Transactions Engagement Letter • September 19th, 2022 • Otis Collection 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 Collection LLC (the “Issuer” or “you”) as follows:
Broker-Dealer AgreementBroker-Dealer Agreement • October 14th, 2020 • Otis Collection LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Otis Collection 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”):
Broker Dealer Services AgreementBroker Dealer Services Agreement • November 29th, 2019 • Otis Collection LLC • Utah
This Broker Dealer Services Agreement (this “Agreement”), effective as of November 15, 2019 (“Effective Date”), is entered into by Otis Collection LLC, a Delaware limited liability company (“Company”), and North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”). Effective as of the Effective Date this Agreement amends and restates in its entirety that certain Solicitation Agreement – Private Debt, Equity, and Hybrid Securities, dated as of October 16, 2019, by and between the Parties (the “Prior Agreement”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 29th, 2019 • Otis Collection LLC • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this November 22, 2019, by and between (i) Series Collection Drop 001, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
Series Collection Drop 004, a Series of Otis Collection LLCSeries Collection Agreement • May 6th, 2021 • Otis Collection 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 Collection 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 Collection Drop 017, a Series of Otis Collection LLCSeries Collection Agreement • October 20th, 2021 • Otis Collection 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 Collection 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 COLLECTION DROP 001Asset Management Agreement • November 29th, 2019 • Otis Collection LLC • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of November 22, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 001, a Series of Otis Collection LLC (the “Series”).
ASSET MANAGEMENT AGREEMENT SERIES COLLECTION DROP 007Asset Management Agreement • August 20th, 2021 • Otis Collection LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 17, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 007, a series of Otis Collection LLC (the “Series”).
Series Collection Drop 020, a Series of Otis Collection LLCSeries Collection Agreement • December 9th, 2021 • Otis Collection 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 Collection 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 Collection Drop 016, a Series of Otis Collection LLCSeries Collection Agreement • October 20th, 2021 • Otis Collection 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 Collection 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 Collection Drop 010, a Series of Otis Collection LLCSeries Collection Agreement • August 20th, 2021 • Otis Collection 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 Collection 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 COLLECTION DROP 003Asset Management Agreement • November 29th, 2019 • Otis Collection LLC • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of November 25, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 003, a Series of Otis Collection LLC (the “Series”).
Series Collection Drop 021, a Series of Otis Collection LLCSeries Collection Agreement • December 9th, 2021 • Otis Collection 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 Collection 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 THE LIMITED LIABILITY COMPANY AGREEMENT OF OTIS COLLECTION, LLCLimited Liability Company Agreement • January 10th, 2020 • Otis Collection LLC • Retail-retail stores, nec • Delaware
THIS FIRST AMENDMENT (this “Amendment”) to the Limited Liability Company Agreement of Otis Collection LLC, a Delaware series limited liability company (the “Company”), dated as of October 10, 2019 (the “Operating Agreement”), is made and effective as of January 10, 2020, by and among Otis Wealth, Inc (the “Managing Member”) and the Company. Capitalized terms used in this Amendment without definition shall have the meanings assigned to them in the Operating Agreement.
Series Collection Drop 003, a Series of Otis Collection LLCSeries Collection Agreement • November 29th, 2019 • Otis Collection LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 Collection Drop 018, a Series of Otis Collection LLCSeries Collection Agreement • October 20th, 2021 • Otis Collection 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 Collection 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.
Addendum to Broker-Dealer AgreementBroker-Dealer Agreement • May 14th, 2021 • Otis Collection LLC • Retail-retail stores, nec
This addendum (the “Addendum”) is entered into by and between Otis Collection LLC (“Client”), a Delaware Series Limited Liability Company, and Dalmore Group, LLC, a New York Limited Liability Company (“Dalmore”). All capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Broker-Dealer Agreement, dated September 3, 2020 (the “Existing Agreement”), by and between Client and Dalmore. Client and Dalmore agree to be bound by the terms of this Addendum, effective as of May 6, 2021 (the “Effective Date”):
Series Collection Drop 015, a Series of Otis Collection LLCSeries Collection Agreement • October 20th, 2021 • Otis Collection 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 Collection 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 Collection Drop 014, a Series of Otis Collection LLCSeries Collection Agreement • September 22nd, 2021 • Otis Collection 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 Collection 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 Collection Drop 002, a Series of Otis Collection LLCSeries Collection Agreement • November 29th, 2019 • Otis Collection LLC
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 COLLECTION DROP 010Asset Management Agreement • August 20th, 2021 • Otis Collection LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 19, 2021, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Collection Drop 010, a series of Otis Collection LLC (the “Series”).
