EX1A-3 HLDRS RTS 3 f1apos2020a6ex3-16_otisgal.htm SERIES DESIGNATION FOR SERIES GALLERY DROP 018
Exhibit 3.16
 
Series Gallery Drop 018, 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 Gallery Drop 018, a Series of Otis Gallery LLC (“Series Gallery Drop 018”).
Effective Date of Establishment
May 13, 2020.
Managing Member
 
Otis Wealth, Inc. was appointed as the Managing Member of the Series Gallery Drop 018 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Gallery Drop 018 until dissolution of Series Gallery Drop 018 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 Gallery Drop 018 Asset
 
The Series Gallery Drop 018 Asset shall be a 9.8 CGC-graded Tomb of Dracula #10 comic acquired by Series Gallery Drop 018 as at the date of this Series Designation and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Gallery Drop 018 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 Gallery Drop 018 Asset that is equal to 1.16% of the gross proceeds of the Initial Offering, which the Asset Manager may waive in its sole discretion.  
Issuance
Subject to Section 6.03(a), the maximum number of Series Gallery Drop 018 Interests the Company can issue is 480.
Number of Series Gallery Drop 018 Interests held by the Managing Member
On the date hereof, Series Gallery Drop 018 hereby grants to the Managing Member a single Series Gallery Drop 018 Interest, which Interest shall be considered issued and outstanding as of the date hereof but may not be recorded in the books of the Company until the closing of the Initial Offering of Series Gallery Drop 016 Interests in connection with the subscription for and purchase by the Managing Member of at least 2.00% of the Series Gallery Drop 016 Interests being issued pursuant to such Initial Offering (the “Purchase”). Consideration for such initial issuance shall be paid in connection with, and at the time of, the Purchase.
Broker
North Capital Private Securities Corporation.
Brokerage Fee
1% of the purchase price of the Series Gallery Drop 018 Interests sold in the Initial Offering of the Series Gallery Drop 018 Interests (excluding the Series Gallery Drop 018 Interests acquired by the Managing Member).
Other Rights
Holders of Series Gallery Drop 018 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 Gallery Drop 018 Interests.
Officers
There shall initially be no specific officers associated with Series Gallery Drop 018, although the Managing Member may appoint officers of Series Gallery Drop 018 from time to time, in its sole discretion.
Minimum Interests
One (1) Interest per Member.