ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS ESCROW AGREEMENT, effective as of March 20, 2020, (“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 Gallery Drop 017, a Series of Otis Gallery LLC, a Delaware limited liability company (“Issuer”) located at 335 Madison Ave, 3rd Floor, New York, NY 10017.
ContractPromissory Note • March 25th, 2020 • 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.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this March 18, 2020, by and between (i) SERIES GALLERY DROP 017, A SERIES OF OTIS GALLERY LLC, a Delaware series limited liability company (“Purchaser”), and (ii) OTIS WEALTH, INC., a Delaware corporation (“Seller”).
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 016, 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 (the “Broker”) Subscription Agreement to subscribe for Series...Subscription Agreement • March 25th, 2020 • 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.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 017Asset Management Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 18, 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 017, a series of Otis Gallery LLC (the “Series”).
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 016Asset Management Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of March 18, 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 016, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 016, a Series of Otis Gallery LLCSeries Agreement • March 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.
Series Gallery Drop 017, 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 (the “Broker”) Subscription Agreement to subscribe for Series...Subscription Agreement • March 25th, 2020 • 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 Gallery Drop 017, a Series of Otis Gallery LLCSeries Agreement • March 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.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • March 25th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • New York
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this March 18, 2020, by and between (i) SERIES GALLERY DROP 016, A SERIES OF OTIS GALLERY LLC, a Delaware series limited liability company (“Purchaser”), and (ii) OTIS WEALTH, INC., a Delaware corporation (“Seller”).
