ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • November 29th, 2019 • Otis Collection LLC • Delaware
THIS ESCROW AGREEMENT, effective as of November 26, 2019, (“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”); Otis Wealth, Inc., a Delaware corporation located (“Platform”) at 335 Madison Ave, 3rd Floor, New York, NY 10017; and Series Collection Drop 003, a Series of Otis Collection LLC, a Delaware limited liability company (“Issuer”) located at 335 Madison Ave, 3rd Floor, New York, NY 10017.
ContractPromissory Note • November 29th, 2019 • Otis Collection LLC • 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.
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.
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 • November 29th, 2019 • Otis Collection LLC • New York
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”).
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 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 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 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 002Asset 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 002, a Series of Otis Collection LLC (the “Series”).
Series Collection Drop 001, 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.
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 25, 2019, by and between (i) Series Collection Drop 002, a Series of Otis Collection LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).
