0001213900-19-018880 Sample Contracts

ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERING
Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

THIS ESCROW AGREEMENT, effective as of September 11, 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 Drop 004, a Series of Otis Gallery LLC, a Delaware limited liability company (“Issuer”) located at 335 Madison Ave, 3rd Floor, New York, NY 10017.

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Series Drop 002, 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 (“Broker”) Subscription Agreement to subscribe for Series Drop 002, a...
Subscription Agreement • September 25th, 2019 • 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.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of August, 2019, by and between (i) Series Drop 005, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).

Contract
Otis Gallery LLC • September 25th, 2019 • 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 Drop 010, 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 (“Broker”) Subscription Agreement to subscribe for Series Drop 010, a...
Subscription Agreement • September 25th, 2019 • 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
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 009, a Series of Otis Gallery LLC (the “Series”).

Contract
Otis Gallery LLC • September 25th, 2019 • 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 DROP 007
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 007, a Series of Otis Gallery LLC (the “Series”).

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 005, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of September, 2019, by and between (i) Series Drop 010, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Purchaser”), and (ii) Otis Wealth, Inc., a Delaware corporation (“Seller”).

Series Drop 010, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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 DROP 004
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 004, a Series of Otis Gallery LLC (the “Series”).

SECOND AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 008, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ASSET MANAGEMENT AGREEMENT SERIES DROP 005
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 005, a Series of Otis Gallery LLC (the “Series”).

Series Drop 005, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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 Drop 009, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 003, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 007, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Series Drop 003, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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 DROP 006
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 006, a Series of Otis Gallery LLC (the “Series”).

Series Drop 007, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 006, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

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Series Drop 008, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 009, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 16, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 008, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Series Drop 002, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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 DROP 010
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of September 16, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 010, a Series of Otis Gallery LLC (the “Series”).

Series Drop 004, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 004, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 010, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ASSET MANAGEMENT AGREEMENT SERIES DROP 003
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 003, a Series of Otis Gallery LLC (the “Series”).

AMENDMENT TO THE ESCROW AGREEMENT
The Escrow Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec

This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of September 20, 2019 by North Capital Private Securities Corporation (“Placement Agent”), Otis Wealth, Inc. (the “Platform”), North Capital Private Securities Corporation (“Escrow Agent”), and Series Drop 002, a Series of Otis Gallery, LLC (“Issuer”). NCPS, Portal, Escrow Agent and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

ASSET MANAGEMENT AGREEMENT SERIES DROP 002
Asset Management Agreement • September 25th, 2019 • Otis Gallery LLC • Retail-retail stores, nec • Delaware

This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of August 30, 2019, is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and Series Drop 002, a Series of Otis Gallery LLC (the “Series”).

Series Drop 006, a Series of Otis Gallery LLC
Otis Gallery LLC • September 25th, 2019 • 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.

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