Amended and Restated Series Collection Drop 001, a Series of Otis Collection LLC

Exhibit 3.1

Amended and Restated

Series Collection Drop 001, a Series of Xxxx Collection LLC

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Xxxx 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.

Name of Series Series Collection Drop 001, a Series of Xxxx Collection LLC (“Series Collection Drop 001”).

Effective Date of Establishment November 22, 2019.

Effective Date of Amendment and Restatement April 23, 2020.

Managing Member Xxxx Wealth, Inc. was appointed as the Managing Member of the Series Collection Drop 001 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Collection Drop 001 until dissolution of Series Collection Drop 001 pursuant to Section 11.01(b) or its removal and replacement pursuant to Section 4.03 or ARTICLE X.

Initial Member Xxxx Wealth, Inc.

Series Collection Drop 001 Asset The Series Collection Drop 001 Asset shall be one copy of Amazing Spider-Man #129 acquired by Series Collection Drop 001 as at the date of this Series Designation and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Collection Drop 001 from time to time, as determined by the Managing Member in its sole discretion.

Asset Manager Xxxx Wealth, Inc.

Asset Management Fee Pursuant to the Asset Management Agreement, the Asset Manager is entitled to a Sourcing Fee as compensation for sourcing the Series Collection Drop 001 Asset that is equal to 0.93% of the gross proceeds of the Initial Offering, which the Asset Manager may waive in its sole discretion.  

Issuance Subject to Section 6.03(a), the maximum number of Series Collection Drop 001 Interests the Company can issue is 520.

Number of Series Collection Drop 001 Interests held by the Managing Member Upon designation of Series Collection Drop 001, the Managing Member was granted a single interest in Series Collection Drop 001.

Broker North Capital Private Securities Corporation.

Brokerage Fee 1% of the purchase price of the Series Collection Drop 001 Interests sold in the Initial Offering of the Series Collection Drop 001 Interests (excluding the Series Collection Drop 001 Interests acquired by the Managing Member).

Other Rights Holders of Series Collection Drop 001 Interests shall have no conversion, exchange, sinking fund, redemption or appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Series Collection Drop 001 Interests.

Officers There shall initially be no specific officers associated with Series Collection Drop 001, although the Managing Member may appoint officers of Series Collection Drop 001 from time to time, in its sole discretion.

Minimum Interests One (1) Interest per Member.

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