EX1A-3 HLDRS RTS 10 f1apos2019ex3-9_otis.htm SERIES DESIGNATION FOR SERIES DROP 009 INTERESTS

Exhibit 3.9

 

Series Drop 009, a Series of Otis Gallery LLC

 

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.

 

Name of Series Series Drop 009, a Series of Otis Gallery LLC (“Series Drop 009”).
   
Effective Date of Establishment August 30, 2019.
   

Managing Member

 

Otis Wealth, Inc. was appointed as the Managing Member of the Series Drop 009 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Drop 009 until dissolution of Series Drop 009 pursuant to Section 11.01(b) or its removal and replacement pursuant to Section 4.03 or ARTICLE X.
   
Initial Member Otis Wealth, Inc.
   

Series Drop 009 Asset

 

The Series Drop 009 Asset shall be a 2012 Gone and Beyond painting by Kaws acquired by Series Drop 009 as at the date of this Series Designation any other assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Drop 009 from time to time, as determined by the Managing Member in its sole discretion.
   
Asset Manager Otis 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 Drop 009 Asset that is equal to 1.63% of the gross proceeds of the Offering, which the Asset Manager may waive in its sole discretion.  
   
Issuance Subject to Section 6.03(a), the maximum number of Series Drop 009 Interests the Company can issue is 3,250.
   
Number of Series Drop 009 Interests held by the Managing Member Upon designation of Series Drop 009, the Managing Member was granted a single interest in Series Drop 009.
   
Broker North Capital Private Securities Corporation
   
Brokerage Fee 1% of the purchase price of the Series Drop 009 Interests sold in the offering of the Series Drop 009 Interests (excluding the Series Drop 009 Interests acquired by the Managing Member)
   
Other Rights Holders of Series Drop 009 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 Drop 009 Interests.
   
Officers There shall initially be no specific officers associated with Series Drop 009, although, the Managing Member may appoint officers of Series Drop 009 from time to time, in its sole discretion.
   
Minimum Interests One (1) Interest per Member.