Standard Contracts
ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS ESCROW AGREEMENT, effective as of September 14, 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 040, 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 • September 15th, 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 • September 15th, 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 September 10, 2020, by and between (i) Series Gallery Drop 040, 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 042Asset Management Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 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 042, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 042, a Series of Otis Gallery LLCSeries Agreement • September 15th, 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.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 040Asset Management Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 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 040, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 041, a Series of Otis Gallery LLCSeries Agreement • September 15th, 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 038, a Series of Otis Gallery LLCSeries Agreement • September 15th, 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 040, a Series of Otis Gallery LLCSeries Agreement • September 15th, 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.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 038Asset Management Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 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 038, a series of Otis Gallery LLC (the “Series”).
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 039Asset Management Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 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 039, a series of Otis Gallery LLC (the “Series”).
Series Gallery Drop 039, a Series of Otis Gallery LLCSeries Agreement • September 15th, 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.
ASSET MANAGEMENT AGREEMENT SERIES GALLERY DROP 041Asset Management Agreement • September 15th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 10, 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 041, a series of Otis Gallery LLC (the “Series”).
