Form 1-A Issuer Information UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 1-A
REGULATION A OFFERING STATEMENT
UNDER THE SECURITIES ACT OF 1933
OMB APPROVAL

FORM 1-A

OMB Number: 3235-0286


Estimated average burden hours per response: 608.0

1-A: Filer Information

Issuer CIK
0001795168
Issuer CCC
XXXXXXXX
DOS File Number
Offering File Number
024-11521
Is this a LIVE or TEST Filing? LIVE TEST
Would you like a Return Copy?
Notify via Filing Website only?
Since Last Filing?

Submission Contact Information

Name
Phone
E-Mail Address

1-A: Item 1. Issuer Information

Issuer Infomation

Exact name of issuer as specified in the issuer's charter
Otis Collection LLC
Jurisdiction of Incorporation / Organization
DELAWARE
Year of Incorporation
2019
CIK
0001795168
Primary Standard Industrial Classification Code
SERVICES-BUSINESS SERVICES, NEC
I.R.S. Employer Identification Number
84-3316802
Total number of full-time employees
0
Total number of part-time employees
0

Contact Infomation

Address of Principal Executive Offices

Address 1
335 Madison Ave, 4th Floor
Address 2
City
New York
State/Country
NEW YORK
Mailing Zip/ Postal Code
10017
Phone
201-479-4408

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Name
Keith Marshall
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Industry Group (select one) Banking Insurance Other

Use the financial statements for the most recent period contained in this offering statement to provide the following information about the issuer. The following table does not include all of the line items from the financial statements. Long Term Debt would include notes payable, bonds, mortgages, and similar obligations. To determine "Total Revenues" for all companies selecting "Other" for their industry group, refer to Article 5-03(b)(1) of Regulation S-X. For companies selecting "Insurance", refer to Article 7-04 of Regulation S-X for calculation of "Total Revenues" and paragraphs 5 and 7 of Article 7-04 for "Costs and Expenses Applicable to Revenues".

Balance Sheet Information

Cash and Cash Equivalents
$ 46724.00
Investment Securities
$ 0.00
Total Investments
$
Accounts and Notes Receivable
$ 0.00
Loans
$
Property, Plant and Equipment (PP&E):
$ 0.00
Property and Equipment
$
Total Assets
$ 567624.00
Accounts Payable and Accrued Liabilities
$ 312100.00
Policy Liabilities and Accruals
$
Deposits
$
Long Term Debt
$ 0.00
Total Liabilities
$ 312100.00
Total Stockholders' Equity
$ 255524.00
Total Liabilities and Equity
$ 567624.00

Statement of Comprehensive Income Information

Total Revenues
$ 0.00
Total Interest Income
$
Costs and Expenses Applicable to Revenues
$ 0.00
Total Interest Expenses
$
Depreciation and Amortization
$ 0.00
Net Income
$ -476.00
Earnings Per Share - Basic
$ 0.00
Earnings Per Share - Diluted
$ 0.00
Name of Auditor (if any)
Artesian CPA, LLC

Outstanding Securities

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 001
Common Equity Units Outstanding
520
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 002
Common Equity Units Outstanding
800
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 003
Common Equity Units Outstanding
500
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 004
Common Equity Units Outstanding
640
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 005
Common Equity Units Outstanding
51500
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 006
Common Equity Units Outstanding
1
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 007
Common Equity Units Outstanding
1
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 008
Common Equity Units Outstanding
1
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 009
Common Equity Units Outstanding
1
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Common Equity

Name of Class (if any) Common Equity
Series Collection Drop 010
Common Equity Units Outstanding
1
Common Equity CUSIP (if any):
000000000
Common Equity Units Name of Trading Center or Quotation Medium (if any)
N/A

Preferred Equity

Preferred Equity Name of Class (if any)
NONE
Preferred Equity Units Outstanding
0
Preferred Equity CUSIP (if any)
000000000
Preferred Equity Name of Trading Center or Quotation Medium (if any)
NONE

Debt Securities

Debt Securities Name of Class (if any)
NONE
Debt Securities Units Outstanding
0
Debt Securities CUSIP (if any):
000000000
Debt Securities Name of Trading Center or Quotation Medium (if any)
NONE

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

Check this box to certify that all of the following statements are true for the issuer(s)

1-A: Item 3. Application of Rule 262

Application Rule 262

Check this box to certify that, as of the time of this filing, each person described in Rule 262 of Regulation A is either not disqualified under that rule or is disqualified but has received a waiver of such disqualification.

Check this box if "bad actor" disclosure under Rule 262(d) is provided in Part II of the offering statement.

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering Tier1 Tier2
Check the appropriate box to indicate whether the financial statements have been audited Unaudited Audited
Types of Securities Offered in this Offering Statement (select all that apply)
Equity (common or preferred stock)
Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)? Yes No
Does the issuer intend this offering to last more than one year? Yes No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)? Yes No
Will the issuer be conducting a best efforts offering? Yes No
Has the issuer used solicitation of interest communications in connection with the proposed offering? Yes No
Does the proposed offering involve the resale of securities by affiliates of the issuer? Yes No
Number of securities offered
659440
Number of securities of that class outstanding
52149

The information called for by this item below may be omitted if undetermined at the time of filing or submission, except that if a price range has been included in the offering statement, the midpoint of that range must be used to respond. Please refer to Rule 251(a) for the definition of "aggregate offering price" or "aggregate sales" as used in this item. Please leave the field blank if undetermined at this time and include a zero if a particular item is not applicable to the offering.

Price per security
$ 1.0087
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer
$ 665200.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders
$ 0.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement
$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement
$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)
$ 665200.00

Anticipated fees in connection with this offering and names of service providers

Underwriters - Name of Service Provider
Underwriters - Fees
$
Sales Commissions - Name of Service Provider
Sales Commissions - Fee
$
Finders' Fees - Name of Service Provider
Finders' Fees - Fees
$
Audit - Name of Service Provider
Artesian CPA, LLC
Audit - Fees
$ 8100.00
Legal - Name of Service Provider
CrowdCheck Law LLP
Legal - Fees
$ 15000.00
Promoters - Name of Service Provider
Dalmore Group, LLC
Promoters - Fees
$ 31652.00
Blue Sky Compliance - Name of Service Provider
CrowdCheck Law LLP
Blue Sky Compliance - Fees
$ 5000.00
CRD Number of any broker or dealer listed:
136352
Estimated net proceeds to the issuer
$ 658548.00
Clarification of responses (if necessary)
Certain fees are paid by the manager of the company without reimbursement

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Selected States and Jurisdictions
ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

None
Same as the jurisdictions in which the issuer intends to offer the securities
Selected States and Jurisdictions

ALABAMA
ALASKA
ARIZONA
ARKANSAS
CALIFORNIA
COLORADO
CONNECTICUT
DELAWARE
DISTRICT OF COLUMBIA
FLORIDA
GEORGIA
HAWAII
IDAHO
ILLINOIS
INDIANA
IOWA
KANSAS
KENTUCKY
LOUISIANA
MAINE
MARYLAND
MASSACHUSETTS
MICHIGAN
MINNESOTA
MISSISSIPPI
MISSOURI
MONTANA
NEBRASKA
NEVADA
NEW HAMPSHIRE
NEW JERSEY
NEW MEXICO
NEW YORK
NORTH CAROLINA
NORTH DAKOTA
OHIO
OKLAHOMA
OREGON
PENNSYLVANIA
RHODE ISLAND
SOUTH CAROLINA
SOUTH DAKOTA
TENNESSEE
TEXAS
UTAH
VERMONT
VIRGINIA
WASHINGTON
WEST VIRGINIA
WISCONSIN
WYOMING
ALBERTA, CANADA
BRITISH COLUMBIA, CANADA
MANITOBA, CANADA
NEW BRUNSWICK, CANADA
NEWFOUNDLAND, CANADA
NOVA SCOTIA, CANADA
ONTARIO, CANADA
PRINCE EDWARD ISLAND, CANADA
QUEBEC, CANADA
SASKATCHEWAN, CANADA
YUKON, CANADA
CANADA (FEDERAL LEVEL)

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

None

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Otis Collection LLC
(b)(1) Title of securities issued
Series Private Drop 001
(2) Total Amount of such securities issued
10000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$500,000, computed from 10,000 interests at $50 per interest sold via Regulation D
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Issued

As to any unregistered securities issued by the issuer of any of its predecessors or affiliated issuers within one year before the filing of this Form 1-A, state:

(a)Name of such issuer
Otis Collection LLC
(b)(1) Title of securities issued
Series Collection Drop 005
(2) Total Amount of such securities issued
21000
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.
0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.
$21,000, computed from 21,000 interests at $1 per interest based on the value of the underlying asset acquired
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Unregistered Securities Act

(e) Indicate the section of the Securities Act or Commission rule or regulation relied upon for exemption from the registration requirements of such Act and state briefly the facts relied upon for such exemption
Section 4(a)(2) of the Securities Act: private placements in connection with acquisition of underlying assets
Post-Qualification Amendment No. 3
File No. 024-11521
  
This Post-Qualification Amendment No. 3 amends the Offering Statement of Otis Collection LLC originally qualified on June 24, 2021, as previously amended and supplemented, to add, update and/or replace information contained in the Offering Statement.
 
Preliminary Offering Circular, Dated September 22, 2021
 
AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. TO THE EXTENT NOT ALREADY QUALIFIED UNDER REGULATION A, THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

 
Otis Collection LLC
335 Madison Ave, 4th Floor
New York, NY 10017
(201) 479-4408; www.withotis.com
 
Best Efforts Offering of Series Membership Interests
 
Otis Collection LLC, a Delaware series limited liability company (which we refer to as “we,” “us,” “our” or “our company”), is offering, on a best efforts basis, the membership interests of each of the series of our company in the “Series Offering Table” beginning on page 1.  
 
All of the series of our company offered hereunder may collectively be referred to in this offering circular as the “series” and each, individually, as a “series.”  The interests of all series described above may collectively be referred to in this offering circular as the “interests” and each, individually, as an “interest” and the offerings of the interests may collectively be referred to in this offering circular as the “offerings” and each, individually, as an “offering.” See “Securities Being Offered” for additional information regarding the interests.
 
An offering statement was filed with the Securities and Exchange Commission, or the Commission, with respect to the Series Collection Drop 004 offering and was originally qualified by the Commission on June 24, 2021. This Post-Qualification Amendment No. 3 to such original offering circular describes each individual series found in the “Series Offering Table” section.
i

 
The interests are non-voting limited liability company membership interests in a series of our company. Each series is treated as a unique legal entity. Purchasing an interest in a series does not confer to the investor any ownership in our company or any other series. Each series is managed by Otis Wealth, Inc. (which we refer to as our manager), which also serves as the asset manager for the asset owned by each series. Our manager has full authority to determine how to best utilize the asset owned by the series. Investors will not have any say in the management of the asset or the series.
 
We conduct separate closings with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of interests offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the minimum number of interests offered for a series have been accepted.  If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series in its sole discretion, such date not to exceed the date which is 18 months from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission.  No securities are being offered by existing securityholders.
 
Each offering is being conducted on a “best efforts” basis pursuant to Regulation A of Section 3(6) of the Securities Act of 1933, as amended, or the Securities Act, for Tier 2 offerings.  The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation and will not be commingled with the operating account of any series until, if and when there is a closing with respect to that investor.  See “Series Offering Table,” “Plan of Distribution and Selling Securityholders” and “Securities Being Offered” for additional information.
 
Series Per interest price to public Per interest underwriting discounts and commissions(1) Per interest proceeds to issuer(2)(3) Total minimum price to public Total minimum underwriting discounts and commissions(1) Total minimum proceeds to issuer(2)(3) Total maximum price to public Total maximum underwriting discounts and commissions(1) Total maximum proceeds to issuer(2)(3)
Series Collection Drop 006 $1.00 $0.01 $0.99 $15,000 $150 $14,850 $15,800 $158 $15,642
Series Collection Drop 007 $1.00 $0.01 $0.99 $19,000 $190 $18,810 $20,000 $200 $19,800
Series Collection Drop 008 $1.00 $0.01 $0.99 $10,600 $106 $10,494 $11,200 $112 $11,088
Series Collection Drop 009 $1.00 $0.01 $0.99 $10,000 $100 $9,900 $10,500 $105 $10,395
Series Collection Drop 010 $1.00 $0.01 $0.99 $24,000 $240 $23,760 $25,300 $253 $25,047
Series Collection Drop 011 $1.00 $0.01 $0.99 $262,500 $2,625 $259,875 $276,300 $2,763 $273,537
Series Collection Drop 012 $1.00 $0.01 $0.99 $32,000 $320 $31,680 $33,700 $337 $33,363
Series Collection Drop 013 $1.00 $0.01 $0.99 $36,165 $362 $35,803 $38,100 $381 $37,719
Series Collection Drop 014 $1.00 $0.01 $0.99 $187,500 $1,875 $185,625 $197,400 $1,974 $195,426
 
ii

 
(1)
Dalmore Group, LLC, or the Broker, will be acting as our executing broker in connection with each offering and will be paid the Brokerage Fee. See “Plan of Distribution and Selling Securityholders—Fees and Expenses.” We intend to distribute each series of our interests principally through the Otis Platform. See “Plan of Distribution and Selling Securityholders.”
 
 
(2)
Because these are best efforts offerings, the actual public offering amounts, Brokerage Fee and proceeds to us are not presently determinable and may be substantially less than each total maximum offering set forth above.
 
 
(3)
Our manager has assumed and will not be reimbursed for offering expenses. Note, certain proceeds will be used to pay interest on the promissory note entered between the respective series and our manager. See “Use of Proceeds to Issuer” for additional information.
 
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and, as such, may elect to comply with certain reduced reporting requirements for this offering circular and future filings after the offerings.
 
An investment in our interests involves a high degree of risk. See “Risk Factors” for a description of some of the risks that should be considered before investing in our interests.
 
Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
 
THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF ANY OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.
 
We are offering to sell, and seeking offers to buy, our interests only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our interests. Neither the delivery of this offering circular nor any sale or delivery of our interests shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.
 
This offering circular is following the offering circular format described in Part II (a)(1)(i) of Form 1-A.
iii

TABLE OF CONTENTS
 
SERIES OFFERING TABLE 1
SUMMARY 2
RISK FACTORS 11
DILUTION 35
PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS 36
USE OF PROCEEDS TO ISSUER 48
THE UNDERLYING ASSETS 58
DESCRIPTION OF BUSINESS 72
DESCRIPTION OF PROPERTY 84
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 85
DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 91
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 96
SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 97
INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 98
SECURITIES BEING OFFERED 100
MATERIAL UNITED STATES TAX CONSIDERATIONS 108
LEGAL MATTERS 111
INDEPENDENT AUDITORS 112
WHERE YOU CAN FIND ADDITIONAL INFORMATION 113
FINANCIAL STATEMENTS 114
iv

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
 
The information contained in this offering circular includes some statements that are not historical and that are considered “forward-looking statements.”  Such forward-looking statements include, but are not limited to, statements regarding our development plans for our business; our strategies and business outlook; anticipated development of our company, our manager, each series of our company and the Otis Platform; and various other matters (including contingent liabilities and obligations and changes in accounting policies, standards and interpretations).  These forward-looking statements express our manager’s expectations, hopes, beliefs, and intentions regarding the future.  In addition, without limiting the foregoing, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions and variations, or comparable terminology, or the negatives of any of the foregoing, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.
 
The forward-looking statements contained in this offering circular are based on current expectations and beliefs concerning future developments that are difficult to predict.  Neither we nor our manager can guarantee future performance, or that future developments affecting our company, our manager or the Otis Platform will be as currently anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
 
All forward-looking statements attributable to us are expressly qualified in their entirety by these risks and uncertainties. These risks and uncertainties, along with others, are also described below under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the parties’ assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not place undue reliance on any forward-looking statements and should not make an investment decision based solely on these forward-looking statements.  We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
v

SERIES OFFERING TABLE 
 
The table below shows key information related to the offering of each series. Please also refer to “The Underlying Assets” and “Use of Proceeds” for further details.
 
Series Name Underlying Asset(s) Offering Price per Interest Maximum Offering Size Minimum / Maximum / Subscribed Membership Interests(1)(2) Closing Date Status
Series Collection Drop 004 Collection of two NFTs by Grimes titled Newborn 1 and Newborn 3 $10.00 $6,400 640 08/19/21 Closed
Series Collection Drop 005 NFT by Larva Labs titled CryptoPunk #543 $1.00 $30,500 30,500 08/31/21 Closed
Series Collection Drop 006 1985 Nike Air Jordan 1 “Red Metallic” sneakers $1.00 $15,800 15,000 / 15,800 / 15,800   Open
Series Collection Drop 007 Sealed Apple iPod 5GB M8513LL/A $1.00 $20,000 19,000 / 20,000   No Sales Yet
Series Collection Drop 008 1978 Kenner Star Wars Darth Vader “12-A SKU on Figure Stand” toy $1.00 $11,200 10,600 / 11,200   No Sales Yet
Series Collection Drop 009 Jay-Z collaboration Nike Air Force 1 "All Black Everything" for HOV Charity "France" sneakers $1.00 $10,500 10,000 / 10,500   No Sales Yet
Series Collection Drop 010 Art Blocks NFT by Snowfro titled Chromie Squiggle #524 $1.00 $25,300 24,000 / 25,300 / 25,300   Open
Series Collection Drop 011 Super Mario 64 game $1.00 $276,300 262,500 / 276,300   Not Yet Qualified
Series Collection Drop 012 Metroid game $1.00 $33,700 32,000 / 33,700   Not Yet Qualified
Series Collection Drop 013 NFT by Larva Labs titled Meebit #12536 $1.00 $38,100 36,165 / 38,100   Not Yet Qualified
Series Collection Drop 014 NFT by Larva Labs titled CryptoPunk #2142 $1.00 $197,400 187,500 / 197,400   Not Yet Qualified
 
 
(1)
For open offerings, each row states, with respect to the given offering, the minimum and maximum number of interests offered and the number of subscriptions for membership interests received as of the date of this offering circular, but the initial closing of such offering has not yet taken place. For closed offerings, each row states the actual number of interests sold.
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SUMMARY
 
The following summary is qualified in its entirety by the more detailed information appearing elsewhere in this offering circular.  You should read the entire offering circular and carefully consider, among other things, the matters set forth in the section captioned Risk Factors.” You are encouraged to seek the advice of your attorney, tax consultant, and business advisor with respect to the legal, tax, and business aspects of an investment in our interests. All references in this offering circular to “$” or “dollars” are to United States dollars.
 
The Company
 
Overview
 
We believe that alternative assets have been a cornerstone of wealth accumulation. However, barriers are high, and quality access has been limited to a tiny fraction of our global economy. We believe that those who do have access to top-quality alternative investments are faced with a lack of transparency, operational overhead and high minimums and fees from established gatekeepers. The costs for investing in this asset class are high and transaction volumes are low, with few options for liquidity, resulting in longer holding periods. As a result, the opportunity to build wealth remains inaccessible.
 
The Otis Platform is our proposed solution to this problem. We plan to create a marketplace for investment-grade art and collectibles and to expand our asset classes into other alternative asset classes such as real estate, wine, precious metals and culture (movies, music royalties, etc.), through one or more affiliated issuers. Our goal is to unlock every type of alternative asset and give investors true uncorrelated diversification.
 
We plan to target the acquisition of underlying assets ranging in price anywhere from $25,000 to $50,000,000. Some assets may also be below this range. Our mission is to democratize wealth accumulation by providing access, liquidity and transparency.
 
History and Structure
 
Our company is a series limited liability company formed on October 8, 2019 pursuant to Section 18-215 of the Delaware Limited Liability Company Act, or the LLC Act.
 
As a series limited liability company, title to our underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be works of art or other collectibles.
 
Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. As such, the assets of a series include only the work(s) of art or other collectible(s) associated with that series and other related assets (e.g., cash reserves).
 
Impact of Coronavirus Pandemic
 
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In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and most states and localities in the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing, “shelter-in-place” orders and restrictions on the types of businesses that may continue to operate. The impacts of the outbreak are unknown and rapidly evolving. Our principal office in New York State is closed, and we currently have limited access to our storage facility.
 
Our manager has taken steps to take care of its employees, including providing the ability for employees to work remotely. Our manager has also taken precautions with regard to employee, facility and office hygiene and implemented significant travel restrictions. Our manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19. This is a rapidly evolving situation, and our manager will continue to monitor and mitigate developments affecting its workforce. Our manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.
 
The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.
 
If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. Our manager may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
 
The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
 
Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may take a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.
 
Manager
 
Otis Wealth, Inc., a Delaware corporation incorporated on October 4, 2018 (which we refer to as our manager), is the manager of our company and each series of our company. Our manager also owns and operates a mobile app-based investment platform called Otis (we refer to the Otis app and any successor platform used by us for the offer and sale of interests as the Otis Platform) through which each series of interests will be sold.
 
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At the closing of each offering, our manager or its affiliates will purchase a minimum of 2% and up to a maximum of 19.99% of the interests sold in such offering for the same price as all other investors, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell its interests from time to time after closing of any offering. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests.

Advisory Board
 
Our manager intends to assemble an expert network of advisors with experience in relevant industries (which we refer to as the Advisory Board) to assist it in identifying and acquiring the art, collectibles and other alternative assets, to assist the asset manager described below in managing the underlying assets and to advise our manager and certain other matters associated with our business and various series.
 
The members of the Advisory Board will not be managers or officers of our company or any series and will not have any fiduciary or other duties to the interest holders of any series.  
 
Operating Expenses
 
Each series of our company will be responsible for the following costs and expenses attributable to the activities of our company related to such series (we refer to these as Operating Expenses):
 
 
any and all fees, costs and expenses incurred in connection with the management of our underlying assets, including import taxes, income taxes, storage (including property rental fees should our manager decide to rent a property to store a number of underlying assets), security, valuation, custodial, marketing and utilization of the underlying assets;
 
 
any fees, costs and expenses incurred in connection with preparing any reports and accounts of each series, including any blue sky filings required in order for a series to be made available to investors in certain states and any annual audit of the accounts of such series (if applicable) and any reports to be filed with the Commission;
 
 
any and all insurance premiums or expenses, including directors and officer’s insurance of the directors and officers of our manager or asset manager, in connection with the underlying assets;
 
 
any withholding or transfer taxes imposed on our company or a series or any interest holders as a result of its or their earnings, investments or withdrawals;
 
 
any governmental fees imposed on the capital of our company or a series or incurred in connection with compliance with applicable regulatory requirements;
 
 
any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company, a series or our asset manager in connection with the affairs of our company or a series;
 
 
the fees and expenses of any administrator, if any, engaged to provide administrative services to our company or a series;
 
 
all custodial fees, costs and expenses in connection with the holding of an underlying asset;
 
 
any fees, costs and expenses of a third-party registrar and transfer agent appointed by our managing member in connection with a series;
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the cost of the audit of the annual financial statements of our company or a series and the preparation of tax returns and circulation of reports to interest holders;
 
 
any indemnification payments;
 
 
the fees and expenses of counsel to our company or a series in connection with advice directly relating to its legal affairs;
 
 
the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company or a series; and
 
 
any similar expenses that may be determined to be Operating Expenses, as determined by our managing member in its reasonable discretion.
 
Our manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the initial closing of each offering. Our manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the underlying assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).
 
If the Operating Expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such underlying asset, our manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which our manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such underlying asset (which we refer to as Operating Expenses Reimbursement Obligation(s)), and/or (c) cause additional interests to be issued in such series in order to cover such additional amounts.
 
Asset Manager
 
Each series will appoint our manager to serve as asset manager to manage the underlying asset related to such series pursuant to an asset management agreement. Except as set forth below and any guidance as may be established from time to time by our manager or the Advisory Board, our asset manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our asset manager will be authorized on behalf of each series to, among other things:
 
 
create the asset maintenance policies for each underlying asset in consultation with the Advisory Board and oversee compliance with such maintenance policies;
 
 
purchase and maintain insurance coverage for each underlying asset for the benefit of the series related to such asset;
 
 
engage third-party independent contractors for the care, custody, maintenance and management of each underlying asset;
 
 
develop standards for the care of each underlying asset while in storage;
 
 
develop standards for the transportation and care of each underlying asset when outside of storage;
 
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reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to each underlying asset paid by the asset manager; 
 
 
deliver invoices to our manager for the payment of all fees and expenses incurred by the series in connection with the maintenance of its underlying asset and ensure delivery of payments to third parties for any such services; and
 
 
generally perform any other act necessary to carry out its obligations under the asset management agreement. 
 
Our asset manager will be paid a fee as compensation for sourcing each underlying asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such sourcing fee may be waived by our asset manager.
 
See “Description of Business—Description of the Asset Management Agreement.”
 
Distribution Rights
 
Our manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of interests.
 
Free Cash Flow consists of the net income (as determined under U.S. generally accepted accounting principles, or GAAP) generated by such series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the underlying asset related to such series. Our manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the series. 
 
Any Free Cash Flow generated by a series from the utilization of the underlying asset related to such series shall be applied within the series in the following order of priority: 
 
 
repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest; 
 
 
thereafter to create such reserves as our manager deems necessary, in its sole discretion, to meet future Operating Expenses; and 
 
 
thereafter by way of distribution to holders of the interests of such series (net of corporate income taxes applicable to the series), which may include asset sellers of the underlying asset related to such series or our manager or any of its affiliates.
 
Asset seller(s) are any individual(s), dealer or auction company, which owns an underlying asset prior to (i) a purchase of an underlying asset by us in advance of a potential offering or (ii) the closing of an offering from which proceeds are used to acquire the underlying asset.
 
See “Securities Being Offered—Distribution Rights.”
 
Timing of Distributions
 
Our manager may make semiannual distributions of Free Cash Flow remaining to holders of interests subject to it having the right, in its sole discretion, to withhold distributions in order to meet anticipated costs and liabilities of the series. Our manager may change the timing of potential distributions in its sole discretion. 
 
Distributions upon Liquidation
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Upon the occurrence of a liquidation event relating to our company as a whole or any series, our manager (or a liquidator selected by our manager) is charged with winding up the affairs of the series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or our company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors, (ii) second, to any creditors that are our manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series of interests, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our manager and (B) 90% to the interest holders of the relevant series of interests, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series). See “Securities Being Offered—Liquidation Rights.” 
 
Transfer Restrictions
 
Our manager may refuse a transfer by a holder of its interest(s) in any series if such transfer would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that our manager may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of the Employee Retirement Income Security Act of 1974 and regulations thereunder, as amended, or ERISA, (c) a change of U.S. federal income tax treatment of our company and/or such series, or (d) our company, such series or our manager being subject to additional regulatory requirements. Furthermore, as our interests are not registered under the Securities Act, transfers of our interests may only be effected pursuant to exemptions under the Securities Act and permitted by applicable state securities laws. See “Securities Being Offered—Transfer Restrictions” for more information. 
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The Offerings
 
Securities being offered:
 
  We are offering the minimum and maximum number of interests of each series at a price per interest set forth in the “Series Offering Table” section above. Our manager will own a minimum of 2% and may own a maximum of 19.99% of the interests of each series at closing, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell these interests at any time after the applicable closing.

Each series of interests is intended to be a separate series of our company for purposes of assets and liabilities. See “Securities Being Offered” for further details. The interests will be non-voting except with respect to certain matters set forth in our limited liability company agreement, dated October 10, 2019, as amended from time to time (which we refer to as the operating agreement). The purchase of a particular series of interests is an investment only in that series of our company and not an investment in our company as a whole.
 
Minimum and maximum subscription:
 
 
The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 20% of the total interests of a particular series, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. See “Plan of Distribution and Selling Securityholders” for additional information. 
 
Broker:
 
 
We have entered into an agreement with the Broker, which is acting as our executing broker in connection with each offering. The Broker is a broker-dealer which is registered with the Commission and will be registered in each state where each offering will be made prior to the launch of such offering and with such other regulators as may be required to execute the sale transactions and provide related services in connection with each offering. The Broker is a member of Financial Industry Regulatory Authority, Inc., or FINRA, and the Securities Investor Protection Corporation, or SIPC. 
 
Restrictions on investment:
 
 
Each investor must be a “qualified purchaser.” See “Plan of Distribution and Selling Securityholders—Investor Suitability Standards” for further details. Our manager may, in its sole discretion, decline to admit any prospective investor, or accept only a portion of such investor’s subscription, regardless of whether such person is a “qualified purchaser.”  Furthermore, our manager anticipates only accepting subscriptions from prospective investors located in states where the Broker is registered.
 
Generally, no sale may be made to you in any offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
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Escrow account:
 
 
The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest bearing escrow account with North Capital Private Securities Corporation, or the Escrow Agent, and will not be commingled with the operating account of any series until, if and when there is a closing with respect to that investor.
 
When the Escrow Agent has received instructions from our manager or the Broker that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such investor’s subscription proceeds in its possession to the account of the particular series.
 
If any offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them without interest. Any costs and expenses associated with a terminated offering will be borne by our manager.
 
Offering period:
 
 
We conduct separate closings with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of interests offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the minimum number of interests offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series in its sole discretion, such date not to exceed the date which is 18 months from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission. No securities are being offered by existing securityholders.
 
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Use of proceeds:
 
 
The proceeds received in an offering will be applied in the following order of priority of payment: 
 
     Brokerage Fee: A brokerage fee equal to 1% of the amount raised through an offering;
 
●     Acquisition Cost of the Underlying Asset: Actual cost of the underlying assets related to a series (a) paid to the asset sellers or (b) to be paid to the asset sellers pursuant to consignment or other agreements;
 
     Offering Expenses: In general, these costs include actual fees, costs and expenses incurred in connection with an offering, including legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering;
 
●     Acquisition Expenses: In general, these include costs associated with the acquisition and development of the underlying assets related to a series, which include storage, shipping and transportation, and insurance costs; and
 
     Sourcing Fee: Our asset manager will be paid a sourcing fee as compensation for sourcing each underlying asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such sourcing fee may be waived by our asset manager.
 
Our manager bears all offering expenses and acquisition expenses described above on behalf of each series and will be reimbursed by each series through the proceeds of each offering. See “Use of Proceeds to Issuer” and “Plan of Distribution and Selling Securityholders—Fees and Expenses” sections for further details.
   
Risk factors:
 
 
Investing in our interests involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our interests.
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RISK FACTORS
 
The interests offered hereby are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose their entire investment. There can be no assurance that our investment objectives will be achieved or that a secondary market would ever develop for our interests, whether via the Otis Platform, via third-party registered broker-dealers or otherwise. The risks described in this section should not be considered an exhaustive list of the risks that prospective investors should consider before investing in our interests. Prospective investors should obtain their own legal and tax advice prior to making an investment in our interests and should be aware that an investment in our interests may be exposed to other risks of an exceptional nature from time to time. The following considerations are among those that should be carefully evaluated before making an investment in our interests.
 
Risks Related to the Structure, Operation and Performance of our Company
 
The COVID-19 outbreak may have a material adverse impact on our results of operations.
 
In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing and “shelter-in-place” orders. The impacts of the outbreak are unknown and rapidly evolving. The COVID-19 outbreak, or public perception of the outbreak, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally.
 
The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.
 
If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. We may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
 
The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
 
An investment in an offering constitutes only an investment in a particular series and not in our company or the underlying assets.
 
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A purchase of our interests does not constitute an investment in either our company or the underlying assets directly. This results in limited voting rights of the investor, which are solely related to the series. Investors will have voting rights only with respect to certain matters, primarily relating to amendments to the operating agreement that would adversely change the rights of the interest holders and removal of our manager for “cause.” Our manager and asset manager thus retain significant control over the management of our company and the underlying assets. Furthermore, because the interests do not constitute an investment in our company as a whole, holders of interests of a particular series will not receive any economic benefit from, or be subject to the liabilities of, the assets of any other series. In addition, the economic interest of a holder in a series will not be identical to owning a direct undivided interest in the underlying assets because, among other things, the series will be required to pay corporate taxes before distributions are made to the holders, and the asset manager will receive a fee in respect of its management of the underlying assets.
 
Our company was recently formed, has no track record and no operating history from which you can evaluate our company or this investment.
 
Our company was recently formed,  has not generated any revenues and has no operating history upon which prospective investors may evaluate their performance. No guarantee can be given that our company or a series will achieve their investment objectives, the value of the underlying assets will increase or the underlying assets will be successfully monetized.
 
Given our start-up nature, investors may not be interested in making an investment and we may not be able to raise all of the capital we seek, which could have a material adverse effect upon our company and the value of your interests.
 
Due to the start-up nature of our company, there can be no guarantee that we will reach our funding targets from potential investors. In the event we do not reach a funding target, we may not be able to achieve our investment objectives by acquiring additional underlying assets through the issuance of additional interests and monetizing them together with existing assets to generate distributions for investors. In addition, if we are unable to raise funding for additional interests, this may impact any investors already holding interests as they will not see the benefits which arise from economies of scale following the acquisition by other series of additional underlying assets and other monetization opportunities (e.g., hosting events with the collection of underlying assets).
 
There are few businesses that have pursued a strategy or investment objective similar to ours, which may make it difficult for our company and interests to gain market acceptance.
 
We believe that few other companies crowd fund artwork and collectibles or propose to run a platform for crowd funding of interests in artwork and collectibles. Our company and our interests may not gain market acceptance from potential investors, potential asset sellers or service providers within the art and collectibles industry, including insurance companies, appraisers and strategic partners. This could result in an inability of our manager to operate the underlying assets profitably. This could impact the issuance of further interests and additional underlying assets being acquired by us. This would further inhibit market acceptance of our company, and, if we do not acquire any additional underlying assets, investors would not receive any benefits which arise from economies of scale (such as reduction in storage costs as a large number of underlying assets are stored at the same facility, group discounts on insurance and the ability to monetize underlying assets through museums or other programs that would require us to own a substantial number of underlying assets).
 
The offering amounts will exceed the value of the underlying assets, and, if the underlying assets are sold before they appreciate or generate income, then investors will not receive the amount of their initial investment back.
 
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The size of an offering will exceed the purchase price of the related underlying asset as at the date of such offering (as the proceeds of the offering in excess of the purchase price of the underlying asset will be used to pay fees, costs and expenses incurred in making the offering and acquiring the underlying asset, as well as interest payments to our manager). If the underlying asset had to be sold and there had not been substantial appreciation of the underlying asset prior to such sale, there may not be sufficient proceeds from the sale of the underlying asset to repay investors the amount of their initial investment (after first paying off any liabilities on the underlying asset at the time of the sale, including, but not limited to, any outstanding Operating Expenses Reimbursement Obligation) or any additional profits in excess of this amount.
 
The use of proceeds will include interest payments to our manager as provided in the promissory note entered into between the respective series and our manager. 
 
Prior to making any series available for investors, our manager may acquire the underlying asset and then sell that asset to the respective series pursuant to a purchase and sale agreement and promissory note. If applicable, under the terms of the relevant promissory note, we are obligated to pay our manager interest as described below when discussing the particular series and asset. The interest rate has been set arbitrarily. Any amounts paid in interest will not be available for use by the series to cover future fees or expenses incurred for the operation of the asset.
 
Operating Expenses that are incurred after each closing will reduce potential distributions, if any, and the potential return on investment resulting from the appreciation of the underlying assets, if any.
 
Operating Expenses incurred post-closing shall be the responsibility of the applicable series. However, if the Operating Expenses exceed the amount of revenues generated from the underlying assets related to such series, our manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the series, on which our manager may impose a reasonable rate of interest, and be entitled to Operating Expenses Reimbursement Obligations, and/or (c) cause additional interests of such series to be issued in order to cover such additional amounts.
 
If there is an Operating Expenses Reimbursement Obligation, this reimbursable amount between related parties would be taken out of the Free Cash Flow generated by the series and could reduce the amount of any future distributions payable to investors. If additional series interests are issued, this would dilute the current value of the interests held by existing investors and the amount of any future distributions payable to such existing investors.
 
Our success depends in large part upon our manager and its ability to execute our business plan.
 
The successful operation of our company (and therefore, the success of each series) is in part dependent on the ability of our manager and asset manager to source, acquire and manage the underlying assets. As our manager has only been in existence since October 2018 and is an early-stage startup company, it has no significant operating history within the art and collectibles sector that would evidence its ability to source, acquire, manage and utilize the underlying assets.
 
The success of our company (and therefore, each series) will be highly dependent on the expertise and performance of our manager and its team, its expert network and other investment professionals (which include third-party experts) to source, acquire and manage the underlying assets. There can be no assurance that these individuals will continue to be associated with our manager or asset manager. The loss of the services of one or more of these individuals could have a material adverse effect on the underlying assets, in particular, their ongoing management and use to support the investment of the holders of the series interests.
 
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Furthermore, the success of our company and the value of each series is dependent on there being critical mass from the market for the interests and also our ability to acquire a number of underlying assets in multiple series so that the investors can benefit from economies of scale which arise from holding more than one underlying asset. In the event that we are unable to source additional underlying assets due to, for example, competition for such underlying assets or lack of underlying assets available in the marketplace, then this could materially impact our success and our objectives of acquiring additional underlying assets through the issuance of further series interests and monetizing them together with existing assets through revenue-generating events and leasing opportunities.
 
If our series limited liability structure is not respected, then investors may have to share in any liabilities of our company with all investors and not just those who hold interests of the same series as them.
 
Our company is structured as a Delaware series limited liability company that issues different series interests for each underlying asset or group of underlying assets. Each series of interests will merely be a separate series and not a separate legal entity. Under the LLC Act, if certain conditions (as set forth in Section 18-215(b) of the LLC Act) are met, the liability of investors holding interests of one series is segregated from the liability of investors holding interests of another series, and the assets of one series are not available to satisfy the liabilities of other series. Although this limitation of liability is recognized by the courts of Delaware, there is no guarantee that if challenged in the courts of another U.S. state or a foreign jurisdiction, such courts will uphold a similar interpretation of Delaware corporation law, and in the past certain jurisdictions have not honored such interpretation. If our series limited liability company structure is not respected, then investors may have to share any liabilities of our company with all investors and not just those who hold interests in the same series as them. Furthermore, while we intend to maintain separate and distinct records for each series and account for them separately and otherwise meet the requirements of the LLC Act, it is possible a court could conclude that the methods used did not satisfy Section 18-215(b) of the LLC Act and thus potentially expose the assets of a series to the liabilities of another series. The consequence of this is that investors may have to bear higher than anticipated expenses which would adversely affect the value of their interests or the likelihood of any distributions being made by the series to the investors. In addition, we are not aware of any court case that has tested the limitations on inter-series liability provided by Section 18-215(b) in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our company generally where the assets of such other series or of our company generally are insufficient to meet our liabilities.
 
If any fees, costs and expenses of our company are not allocable to a specific series, they will be borne proportionately across all of the series. Although our manager will allocate fees, costs and expenses acting reasonably and in accordance with its allocation policy (see “Description of Business—Allocations of Expenses”), there may be situations where it is difficult to allocate fees, costs and expenses to a specific series, and therefore, there is a risk that a series may bear a proportion of the fees, costs and expenses for a service or product for which another series received a disproportionately high benefit.
 
Potential breach of the security measures of the Otis Platform could have a material adverse effect on our company, each series and the value of your investment.
 
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The highly automated nature of the Otis Platform through which potential investors acquire or transfer interests may make it an attractive target and potentially vulnerable to cyber-attacks, computer viruses, physical or electronic break-ins or similar disruptions. The Otis Platform processes certain confidential information about investors, asset sellers and the underlying assets. While we intend to take commercially reasonable measures to protect our confidential information and maintain appropriate cybersecurity, the security measures of the Otis Platform, our company, our manager or our service providers (including the Broker) could be breached. Any accidental or willful security breaches or other unauthorized access to the Otis Platform could cause confidential information to be stolen and used for criminal purposes or have other harmful effects. Security breaches or unauthorized access to confidential information could also expose us to liability related to the loss of the information, time-consuming and expensive litigation and negative publicity, or loss of the proprietary nature of our manager’s and our company’s trade secrets. If security measures are breached because of third-party action, employee error, malfeasance or otherwise, or if design flaws in the Otis Platform software are exposed and exploited, the relationships between our company, investors, users and the asset sellers could be severely damaged, and our company or our manager could incur significant liability or have their attention significantly diverted from utilization of the underlying assets, which could have a material negative impact on the value of interests or the potential for distributions to be made on the interests.
 
Because techniques used to sabotage or obtain unauthorized access to systems change frequently and generally are not recognized until they are launched against a target, we, the third-party hosting used by the Otis Platform and other third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. In addition, federal regulators and many federal and state laws and regulations require companies to notify individuals of data security breaches involving their personal data. These mandatory disclosures regarding a security breach are costly to implement and often lead to widespread negative publicity, which may cause investors, the asset sellers or service providers within the industry, including insurance companies, to lose confidence in the effectiveness of the secure nature of the Otis Platform. Any security breach, whether actual or perceived, would harm our reputation and the Otis Platform, and we could lose investors and the asset sellers. This would impair our ability to achieve our objectives of acquiring additional underlying assets through the issuance of interests of further series and monetizing them together with existing assets through revenue-generating events and leasing opportunities.
 
The Otis Platform is highly technical and may be at risk of malfunctioning.
 
The Otis Platform is a complex system with components and highly complex software, and our business is dependent upon our manager’s ability to prevent system interruptions to operation of the Otis Platform. The Otis Platform software may now, or in the future, contain undetected errors, bugs or vulnerabilities, which may only be discovered after the code has been released or may never be discovered. Problems with or limitations of the software, misconfigurations of the systems or unintended interactions between systems may cause downtime that would impact the availability of the Otis Platform. The Otis Platform relies on third-party datacenters for operation. If such datacenters fail, users of the Otis Platform may experience downtime. Any errors, bugs, vulnerabilities or sustained or repeated outages could reduce the attractiveness of the Otis Platform to investors, cause a negative experience for investors or result in negative publicity and unfavorable media coverage, damage to our reputation, loss of Otis Platform users, loss of revenue, liability for damages, regulatory inquiries or other proceedings, any of which could adversely affect our business and financial results.
 
Our manager may sell its interests post-closing, which may result in a reduction in value of your interests if there are too many series interests available and not enough demand for those interests.
 
Our manager may arrange for some of the interests it holds in a specific series to be sold by a broker pursuant to a “10b5-1 trading plan.” Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. There is a risk that a sale by our manager may result in too many interests being available for resale and the price of the relevant series interests decreasing as supply outweighs demand.
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Non-compliance with regulations may result in the abrupt cessation of business operations, rescission of any contracts entered into, an early termination of any interests sold or, if we were deemed to be subject to the Investment Advisers Act, the liquidation and winding up of any interests sold.
 
The Broker is acting as our executing broker in connection with each offering. The Broker is a registered broker-dealer under the Securities Exchange Act of 1934, as amended, or the Exchange Act, and will be registered in each state where each offering and sale of the interests will occur prior to the launch of each offering, and it is anticipated that the interests will be offered and sold only in states where the Broker is registered as a broker-dealer. If a regulatory authority determines that our manager, which is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities, our manager may need to stop operating, and therefore, we will not have an entity managing the underlying assets. In addition, if our manager is required to register as a “broker-dealer,” there is a risk that any interests offered and sold while our manager was not registered may be subject to a right of rescission, which may result in the early termination of the series.
 
Furthermore, we are not registered and will not be registered as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act, and neither our manager nor our asset manager is or will be registered as an investment adviser under the Investment Advisers Act of 1940, as amended, or the Investment Advisers Act, and thus the interests do not have the benefit of the protections of the Investment Company Act or the Investment Advisers Act. We and our manager have taken the position that the underlying assets are not “securities” within the meaning of the of the Investment Company Act or the Investment Advisers Act, and thus our assets will be comprised of less than 40% investment securities under the Investment Company Act and our manager and our asset manager will not be advising with respect to securities under the Investment Advisers Act. This position, however, is based upon applicable case law that is inherently subject to judgments and interpretation.  If we were to be required to register under the Investment Company Act or our manager were to be required to register under the Investment Advisers Act, it could have a material adverse impact on the results of operations and expenses of a series, and our manager may be forced to liquidate and wind up the series or rescind the offering for any series interests.
 
Non-compliance with regulations with respect to the Liquidity Platform may result in the abrupt cessation of our manager and/or the Liquidity Platform or rescission of any contracts entered into or materially and adversely affect your ability to transfer your interests.
 
Our manager created a Liquidity Platform (see “Description of Business—Liquidity Platform” for additional information), which serves to orders to the Public Private Execution Network Alternative Trading System, or PPEX ATS, a registered electronic alternative trading system, or ATS, operated by North Capital Private Securities for execution by the Broker. Our company engaged the Broker and North Capital Private Securities, and secondary purchases and sales will only occur in states where the Broker is registered. Our manager has determined that the creation and operation of the Liquidity Platform would not cause a regulatory authority to determine that our manager is engaging in brokerage activities. However, if a regulatory authority determines that our manager, which is not a registered broker-dealer under the Exchange Act or any state securities laws, has itself engaged in brokerage activities, our manager may need to stop operating and therefore, we will not have an entity managing the underlying assets. Or, our manager may need to stop operating the Liquidity Platform, which may make it difficult or impossible for you to dispose of your interests. In addition, if our manager is required to register as a broker-dealer, there is a risk that any secondary purchase or sale while our manager was not registered may be subject to a right of rescission.
 
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Furthermore, while we do not believe that the Liquidity Platform is itself a securities exchange or an ATS under the Exchange Act, regulators may determine that this is the case, then we would be required to register as a securities exchange or qualify and register as an ATS, either of which could cause our manager to stop operating, meaning we would not have an entity managing the underlying assets. Further, if we are found to be in violation of the Exchange Act due to operation of an unregistered exchange, we could be subject to significant monetary penalties, censure or other actions that may have a material and adverse effect on our manager and may require it to stop operating, meaning we would not have an entity managing the underlying assets, or otherwise be unable to maintain the Liquidity Platform, which would adversely affect your ability to transfer your interests.
 
There may be deficiencies with our internal controls that require improvements, and if we are unable to adequately evaluate internal controls, we may be subject to sanctions.
 
As a Tier 2 issuer under Regulation A, we will not need to provide a report on the effectiveness of our internal controls over financial reporting, and we will be exempt from the auditor attestation requirements concerning any such report so long as we are a Tier 2 issuer. We are in the process of evaluating whether our internal control procedures are effective and therefore there is a greater likelihood of undiscovered errors in our internal controls or reported financial statements as compared to issuers that have conducted such evaluations.
 
Unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, could adversely affect our business.
 
Our business could be subject to unpredictable and uncontrollable events, such as earthquakes, power shortages, telecommunications failures, water shortages, floods, hurricanes, typhoons, fires, extreme weather conditions, medical epidemics or pandemics, such as the COVID-19 outbreak, and other natural or manmade disasters or business interruptions. The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. The risk, or public perception of the risk, of a pandemic, or media coverage of infectious diseases, could adversely affect the value of the underlying assets and the financial condition of our investors or prospective investors, resulting in reduced demand for our offerings and alternative asset classes generally. Moreover, an epidemic, pandemic, outbreak or other public health crisis, such as COVID-19, could adversely affect employees of our manager, which serves as the asset manager and on which we rely to manage the logistics of our business. “Shelter-in-place” or other such orders by governmental entities could also disrupt our operations if employees of our manager who cannot perform their responsibilities from home are not able to report to work or carry out necessary actions related to the logistics of our business. Risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could also lead to the complete or partial closure of one or more of our facilities or the storage facility in which we lease space, which could prevent us from accessing the underlying assets. Further, risks related to an epidemic, pandemic or other health crisis, such as COVID-19, could lead to complete or partial cessation of operations of our sourcing partners for the underlying assets.
 
Risks Related to the Specific Industries
 
Each series is expected to invest only in the related underlying assets; therefore, your investment will not be diversified and will appreciate or depreciate based on the value of the underlying assets regardless of market conditions.
 
It is not anticipated that any series would own any assets other than its related underlying assets, plus potential cash reserves for maintenance, storage, insurance and other expenses pertaining to the underlying assets and amounts earned by the related series from the monetization of the underlying assets, if any. Investors looking for diversification will have to create their own diversified portfolio by investing in other opportunities in addition to the interests offered hereby.
 
Each series is expected to invest in art and collectibles. If there is a downturn in this industry or the economy in general, then the value of the underlying assets is likely to decrease.
 
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Given the concentrated nature of the underlying assets (i.e., only art and collectibles) any downturn in the art and collectibles industry is likely to impact the value of the underlying assets, and consequently the value of the interests. Furthermore, as art and other collectibles are collectible items, the value of such collectables may be impacted if an economic downturn occurs and there is less disposable income for individuals to invest in products such as art and collectables. In the event of a downturn in the industry, the value of the underlying assets is likely to decrease.
 
The global economy and financial markets and political conditions of various countries can adversely affect the supply of and demand for art and collectibles, and unpredictable and/or uncontrollable events, such as the COVID-19 outbreak, may cause a disruption in the art and collectibles industry.
 
The art and collectibles industry may be influenced by the overall strength and stability of the global economy and financial markets of various countries, although any correlation may not be immediately evident. In addition, global political conditions and world events may affect our business through their effect on the economies of various countries, as well as on the willingness of potential buyers to purchase art and collectibles in the wake of economic uncertainty. Accordingly, weakness in the global economy and financial markets of various countries may cause a downturn in the art and collectibles industry, which is likely to impact the value of the underlying assets, and consequently the value of the interests.
 
The COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may take a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.
 
The volatility in prices for art and other collectibles may result in downward price pressure and adversely affect our objectives.
 
Volatility of demand for luxury goods as evidenced by the S&P Global Luxury index, in particular high value art and collectibles, may adversely affect a series’ ability to achieve its investment purpose. The art and collectibles market has been subject to volatility in demand in recent periods. Demand for high value art and collectibles depends to a large extent on general, economic, political and social conditions in a given market as well as the tastes of the collector or art enthusiast community resulting in changes in the types of art and collectibles that are most sought after. Volatility in demand may lead to volatility in the value of art and collectibles, which may result in further downward price pressure and adversely affect our ability to achieve our objective of acquiring additional underlying assets through the issuance of further series interests and monetizing them together with existing assets. In addition, the lack of demand may reduce any further issuance of interests and acquisition of more underlying assets, thus limiting the benefits the investors already holding interests could receive from there being economies of scale (e.g., cheaper insurance due to a number of underlying assets requiring insurance) and other monetization opportunities (e.g., hosting shows with the collection of underlying assets as compared to just one or two pieces of art or collectibles). These effects may have a more pronounced impact given the limited number of underlying assets held by our company in the short-term. 
 
Art and collectibles are hard to value, and any valuations obtained are not guarantees of realizable price.
 
As explained in the “Description of Business,” art and collectibles are difficult to value. Valuations of the underlying assets will be based upon the subjective approach taken by the members of our manager’s expert network and members of the Advisory Board, valuation experts appointed by the asset seller or other data provided by third parties (e.g., auction results and previous sales history). Our manager sources data from reputable valuation providers in the industry; however, it may rely on the accuracy of the underlying data without any means of detailed verification. Consequently, valuations may be uncertain.
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The value of the underlying assets can go down as well as up. Valuations are not guarantees of realizable price and do not necessarily represent the price at which our interests may be sold on the Otis Platform, and the value of the underlying assets may be materially affected by a number of factors outside of our control, including any volatility in the economic markets and the condition of the underlying assets.
 
Our manager and each series rely on third-party assessments of the market for the types of assets to be acquired, or the value of the specific assets. None of these assessments have been prepared in connection with this offering circular. 
 
Included in this offering circular are references to reports and assessments created by third parties which our manager and each series have relied upon for determining the potential market and current value of particular assets. We have not independently verified the information contained in those reports and assessments, and none were prepared in connection with this offering circular. The references should not be taken as an endorsement of our offering by those third-parties.
 
Risks Related to the Underlying Assets
 
Potential loss of or damage to an underlying asset could adversely impact the value of the underlying asset, the series related to the underlying asset or the likelihood of any distributions made by us to investors.
 
An underlying asset may be lost or damaged by causes beyond our reasonable control when in storage or on display. Any damage to an underlying asset could adversely impact the value of the underlying asset or adversely increase the liabilities or Operating Expenses of its related series. Although we intend for the underlying assets to be insured at replacement cost (subject to policy terms and conditions), in the event of any claims against such insurance policies, there can be no guarantee that any losses or costs will be reimbursed, that the underlying assets can be replaced on a like-for-like basis or that any insurance proceeds would be sufficient to pay the full market value (after paying for any outstanding liabilities, including, but not limited to, any outstanding balances under Operating Expenses Reimbursement Obligations), if any, of the related series. In the event that damage is caused to an underlying asset, this will impact the value of the underlying asset, and consequently, the series related to the underlying asset, as well as the likelihood of any distributions being made by us to the investors.
 
Competition in the art and collectibles industry from other business models may make it difficult to obtain underlying assets.
 
There is potentially significant competition for the underlying assets from many different market participants. While the majority of transactions continue to be peer-to-peer with very limited public information, other market players, such as arts and collectibles dealers and auction houses, continue to play an increasing role. In addition, the underlying market is being driven by the increasing number of widely popular art and collectibles TV shows, including Antiques Roadshow, Storage Pickers, American Pickers and Pawn Stars. This competition may impact the liquidity of a series, as it is dependent on our acquiring attractive and desirable underlying assets to ensure that there is an appetite of potential investors for the interests. In addition, there are companies that are developing crowd funding models for other alternative asset classes, such as wine, that may decide to enter the art and collectibles market as well.
 
Potentially high storage, maintenance and insurance costs for the underlying assets may adversely impact the value of the related series and the amount of distributions made to holders of interests.
 
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In order to protect and care for the underlying assets, our manager must ensure adequate storage facilities, maintenance work and insurance coverage. The cost of care may vary from year to year depending on the amount of maintenance performed on a particular underlying asset, changes in the insurance rates for covering the underlying assets and changes in the cost of storage for the underlying assets. It is anticipated that as we acquire more underlying assets, our manager may be able to negotiate a discount on the costs of storage, maintenance and insurance due to economies of scale. These reductions are dependent on our acquiring a number of underlying assets and service providers being willing to negotiate volume discounts and, therefore, are not guaranteed.
 
If costs turn out to be higher than expected, this would impact the value of the series, the amount of distributions made to investors holding the series, potential proceeds from a sale of the related underlying asset (if ever) and any capital proceeds returned to investors after paying for any outstanding liabilities, including, but not limited to, any outstanding balances under Operating Expenses Reimbursement Obligation.
 
Restoration or repair of an underlying asset may result in a decrease in the value of the underlying asset.
 
Although we do not intend to undertake restoration or repair of the underlying assets, there may be situations in the future that we are required to do so (e.g., due to natural wear and tear and through the use of the underlying assets). Where we do so, we will be dependent on the performance of third-party contractors and sub-contractors and may be exposed to the risks that a project will not be completed within budget, within the agreed timeframe or to the agreed specifications. While we will seek to mitigate our exposure by negotiating appropriate contracts, including appropriate warranty protection, any failure on the part of a contractor to perform its obligations could adversely impact the value of the underlying assets and, therefore, the value of the series related to such underlying assets.
 
In addition, the successful restoration or repair of the art and collectibles may be dependent on sourcing replacement original and authentic paint or parts. Original paint or parts for arts and collectibles are rare and in high demand and, therefore, at risk of being imitated. There is no guarantee that any paint or parts sourced for the underlying assets will be authentic (e.g., not a counterfeit). If such paint or parts cannot be sourced or those paints or parts that are sourced are not authentic, the value of the underlying assets and, therefore, the value of the series related to such underlying assets may be materially adversely affected. Furthermore, if an underlying asset is damaged, we may be unable to source original and authentic paint or parts for the underlying asset, and the use of non-original and authentic paint or parts may decrease the value of the underlying asset.
 
Insurance may not cover all losses, which may result in an operating loss and likelihood that distributions will not be made by us.
 
Insurance of the underlying assets may not cover all losses. There are certain types of losses, generally of a catastrophic nature, such as earthquakes, floods, hurricanes, terrorism or acts of war, that may be uninsurable or not economically insurable. Inflation, environmental considerations and other factors, including terrorism or acts of war, also might make insurance proceeds insufficient to repair or replace an asset if it is damaged or destroyed. Under such circumstances, the insurance proceeds received might not be adequate to restore our economic position with respect to any affected underlying assets. Furthermore, the series related to such affected underlying assets would bear the expense of the payment of any deductible. Any uninsured loss could result in both loss of cash flow from and the value of the affected underlying assets and, consequently, the series that relate to such underlying assets.
 
We may be associated with third-party liability and exposed to reputational harm as a result of wrongful actions by certain third parties.
 
Each series will assume all of the ownership risks attached to its underlying assets, including third-party liability risks. Therefore, the series may be liable to a third party for any loss or damages incurred by it in connection with its underlying assets. This would be a loss to our company and, therefore, deductible from any income or capital proceeds payable in respect of the series from the related underlying assets, in turn adversely affecting the value of the series to which the underlying assets relate and the likelihood of any distributions being made by us.
 
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We could be exposed to losses and/or reputational harm as a result of various claims and lawsuits incidental to the ordinary course of our business.
 
We may become involved in various legal proceedings, lawsuits and other claims incidental to the ordinary course of our business. We are required to assess the likelihood of any adverse judgments or outcomes in these matters, as well as potential ranges of probable or reasonably possible losses. A determination of the amount of losses, if any, to be recorded or disclosed as a result of these contingencies will be based on a careful analysis of each individual exposure with, in some cases, the assistance of outside legal counsel. The amount of losses recorded or disclosed for such contingencies may change in the future due to new developments in each matter or a change in settlement strategy.
 
Any harm to the brand of the artist or manufacturer may adversely impact the value of the underlying assets.
 
The underlying assets will be comprised of art and collectibles. The demand for the underlying assets and, therefore, interests in each series may be influenced by the general perception of the art and collectibles that artists and manufacturers of products that may become collectible are producing today. In addition, the artists’ or manufacturers’ business practices may result in the image and value of art and collectibles produced by such artists or manufacturers being damaged. This in turn may have a negative impact on the value of the underlying assets made by such artists or manufacturers and, consequently, the value of the interests of the series that relate to such underlying assets.
 
The value of the underlying assets may depend on a prior owner or association and, therefore, may be out of our control.
 
The value of an underlying asset may be connected with its prior ownership by, or association with, a certain person or group or in connection with certain pop culture events or films. In the event that such person or group loses public affection, then this may adversely impact the value of the underlying asset and, therefore, the series that relates to such underlying asset.
 
Title or authenticity claims on an underlying asset may diminish value of the underlying asset, as well as the series that relates to such underlying asset.
 
There is no guarantee that an underlying asset will be free of any claims regarding title and authenticity (e.g., counterfeit or previously stolen art and collectibles), or that such claims may arise after acquisition of an underlying asset by a series. We may not have complete ownership history or restoration and repair records for an underlying asset. In the event of a title or authenticity claim against us, we may not have recourse against the asset seller or the benefit of insurance, and the value of the underlying asset and the series related to such underlying asset may be diminished.
 
Forced sale of an underlying asset at a lower value than when the underlying asset was first acquired may diminish the value of the series that relate to the underlying asset.
 
We may be forced to sell an underlying asset (e.g., upon the bankruptcy of our manager), and such a sale may occur at an inopportune time or at a lower value than when the underlying asset was first acquired or at a lower price than the aggregate of costs, fees and expenses to purchase the underlying asset. In addition, there may be liabilities related to the underlying asset, including, but not limited to, Operating Expenses Reimbursement Obligations, on the balance sheet of the underlying asset at the time of a forced sale, which would be paid off prior to investors receiving any distributions from a sale. In such circumstances, the capital proceeds obtained for the underlying asset and, therefore, the return available to investors may be lower than could have been obtained if the underlying asset continued to be held by us and sold at a later date.
 
If we are unable to liquidate an underlying asset at a time when we desire to do so or at all, investors may not receive any return on their investment and may lose their entire investment.
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Our strategy is to acquire assets, hold such assets for a period of time (on average between three and seven years) and then sell such assets at a premium over our acquisition price so that investors in our company can make a return on their investment. In addition, our plan and mission are to seek to provide liquidity to investors by providing a platform for investors to transfer their interests for cash or for interests in another series. However, Operating Expenses, including fees and costs incurred in connection with the management of an underlying asset, the preparation of reports and accounts for each series, insurance premiums, taxes, governmental fees, legal and accounting fees and other costs and expenses, are the responsibility of each series. If we are unable to liquidate an asset at a time when we desire to do so or at all, these Operating Expenses will accumulate and reduce any return that an investor in a series may hope to make or cause an investor to lose its entire investment. Furthermore, if we are unable to provide investors with liquidity through the ability to make secondary sales on our platform and we are unable to liquidate an underlying asset, then Operating Expenses will over time reduce the value of the interests such investors may hold resulting in a loss to such investors.
 
Digital assets are subject to risks of loss and theft that differ from physical assets.
Distributed ledgers are used to record transfers of ownership of digital assets, including, without limitation, non-fungible tokens (which we refer to as “NFTs”), which are custodied, or “held,” in digital wallets, or “wallets,” and are solely represented by ledger balances and secured by cryptographic key pairs, a public key for transfers into the respective cryptographic wallet and a private key for accessing the subject cryptographic wallet and managing the digital assets held therein. Only the public key address will be generally exposed to the public on the respective distributed ledger. The associated private key is necessary to affect the sale or transfer of digital assets and, as such, is meant to be kept private. Once a wallet is created, a randomly generated 12-word seed phrase is given that is needed to access the wallet on another device. On the initial device or additional devices if the seed phrase is held, wallets are accessed via device-specific passwords.
As such, digital assets are vulnerable to loss. Particularly, if our manager (or other custodian, as applicable) loses the seed phrase and is also unable to access a wallet via device-specific password, any digital assets held in such wallet will be permanently lost. While our manager intends to employ commercially reasonable measures to prevent any such loss, there is no guarantee that such a loss will not occur.
Similarly, digital assets may also be as vulnerable to cyber theft as a traditional online brokerage account would be. In particular, if our manager (or other custodian, as applicable) is hacked and any one or more of the private keys or the seed phrase are stolen, the thief could transfer the digital assets to its own account and/or sell such digital assets (as applicable). Further, while our manager intends to employ commercially reasonable measures to prevent any such data breach, there is no guarantee that such a data breach will not occur and/or that if such a breach were to occur that it could be detected in time to prevent the unauthorized sale/transfer/use of the affected digital assets.
See “The Underlying Assets—Storage” for a description of our manager’s security and storage protocols for digital assets.
Digital asset transactions may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions or technology failures in our manager’s wallet may not be recoverable.
Digital assets are bearer assets, with whoever holds the asset being the owner. Accordingly, digital asset transactions may be irreversible, and our manager may irreversibly lose an underlying digital asset in a variety of circumstances, including in connection with fraudulent or accidental transactions, technology failures in wallet software or cyber-security breaches. Losses due to fraudulent or accidental transactions may not be recoverable.
There is currently no insurance available for NFTs, and future costly insurance for NFTs may adversely impact the value of related series and the amount of distributions made to holders of interests.
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There is currently no insurance available for NFTs, and insurance may never be available from traditional providers, so our manager self-insures underlying NFTs on behalf of our company. Accordingly, until traditional insurance is available for NFTs, protection of NFTs through insurance is solely dependent on our manager, and thus dependent on the expertise and performance of our manager and its team. See “The Underlying Assets—Insurance” for a description of how our manager self-insures NFTs.
Should traditional insurance become available, the cost of protecting such NFTs may be substantial and may vary from year to year depending on changes in the insurance rates for covering the underlying assets. If costs turn out to be higher than expected, this would impact the value of the series, the amount of distributions made to investors holding the series, potential proceeds from a sale of the related underlying NFT (if ever) and any capital proceeds returned to investors after paying for any outstanding liabilities, including, but not limited to, any outstanding balances under Operating Expenses Reimbursement Obligation.
There is no guarantee that digital assets will hold their value or increase in value, and you may lose the amount of your investment in a related series in whole or in part.
Digital assets are highly speculative, and any return on an investment in a series holding a digital asset or digital assets as its underlying asset(s) is contingent upon numerous circumstances, many of which (including legal and regulatory conditions) are beyond our control. There is no assurance that investors will realize any return on their investments or that their entire investment will not be lost.
In particular, digital assets are a new and relatively untested asset class. There is considerable uncertainty about their long-term viability, which could be affected by a variety of factors, including many market-based factors such as economic growth and others. In addition, the success of digital assets will depend on whether blockchain and other new technologies related to such assets turn out to be useful and economically viable.
The prices of digital assets are extremely volatile, and the value of underlying digital assets, and consequently the value of related series and the amount of distributions made to holders of interests, may be materially adversely affected as a result.
The volatility and unpredictability of the price of digital assets relative to fiat and other currency may result in significant loss over a short period of time. The prices of digital assets and cryptocurrencies, such as Bitcoin and Ether, have historically been subject to dramatic fluctuations, and are highly volatile, and the market price of underlying digital assets may also be highly volatile, which in turn may result in a decline in value of the related series and the amount of distributions made to holders of interests in such series. Several factors may influence the market price of underlying digital assets, including, but not limited to:
    the availability of an exchange or other trading platform for digital assets;
    general adoption of online digital asset exchanges and digital wallets that hold digital assets, the perception that the use and holding of digital assets as safe and secure and the regulatory restrictions on their use;
    changes in the software, software requirements or hardware requirements underlying any digital assets;
    currency exchange rates, including the rates at which digital assets may be exchanged for fiat currencies;
    government-backed currency withdrawal and deposit policies of digital asset exchanges;
    interruptions in service from or failures of a major digital asset exchange on which digital assets are traded;
    investment and trading activities of large purchasers, including private and registered funds, that may directly or indirectly invest in digital assets;
    coordinated algorithmic behavior, including trading, by a large pool of small digital token holders;
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    monetary policies of governments, trade restrictions, currency devaluations and revaluations;
    regulatory measures, if any, that affect the use or holding of digital assets;
    global or regional political, economic or financial events and situations; and
    expectations among participants that the value of digital assets will soon change.
In addition, decreases in the price of even a single other digital asset may cause volatility in the entire digital asset industry and may affect the value of other digital assets, including any underlying digital assets. For example, a security breach or any other incident or set of circumstances that affects purchaser or user confidence in Ether or another well-known cryptocurrency such as Bitcoin may affect the industry as a whole and may also cause the price of other digital assets, including, without limitation, NFTs, to fluctuate.
There can be no assurance that the market for NFTs will be sustained, which may materially adversely affect the value of NFTs, and consequently the value of related series and the amount of distributions made to holders of interests.
The market for NFTs, whether digital art or otherwise, is still nascent, with most growth having occurred in 2020 and the quarter of 2021, and may not be sustained. If the market for NFTs is not sustained, it may be difficult or impossible for us to resell any underlying NFT asset, or to sell at a desirable price. The volatility and unpredictability of the price of NFTs relative to fiat and other currency may result in significant loss over a short period of time. The prices of NFTs have already been subject to dramatic fluctuations, and are highly volatile, which in turn may result in a decline in value of the related series and the amount of distributions made to holders of interests in such series.
The Ethereum blockchain on which ownership of underlying digital assets is recorded may be the target of malicious cyberattacks or may contain exploitable flaws in its underlying code, which may result in security breaches or the loss, decline in value or theft of underlying digital assets.
Underlying digital assets rely on the Ethereum blockchain to operate. As a result, underlying digital assets are subject to a number of reliability and security risks attendant to blockchain and distributed ledger technology, including malicious attacks seeking to identify and exploit weaknesses in the software.
Such attacks may materially and adversely affect the Ethereum blockchain, which may in turn materially and adversely affect the transfer or storage of underlying digital assets. As a result of these and other risks of malicious attacks, there can be no assurances that the transfer or storage of underlying digital assets will be uninterrupted or fully secure. Any such interruption or security failure may result in impermissible transfers, decline in value or a complete loss of underlying digital assets.
The technology underlying blockchain technology is subject to a number of known and unknown technological challenges and risks that result in decline in value of underlying digital assets.
The blockchain technology used in connection with digital assets, which is sometimes referred to as “distributed ledger technology,” is a relatively new, untested and evolving technology. It represents a novel combination of several concepts, including a publicly available database or ledger that represents the total ownership of digital assets at any one time, novel methods of authenticating transactions using cryptography across distributed network nodes that permit decentralization by eliminating the need for a central clearinghouse while guaranteeing that transactions are irreversible and consistent, differing methods of incentivizing this authentication by the use of blocks of new tokens issued as rewards for the validator of each new block or transaction fees paid by participants in a transaction to validators and hard limits on the aggregate amount of digital assets that may be issued. As a result of the new and untested nature of blockchain technology, digital assets are vulnerable to risks and challenges, both foreseen and unforeseen. Examples of these risks and challenges include:
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    The Ethereum blockchain may either increase or decrease the incentive payments required to complete transactions on the Ethereum blockchain, which could materially and adversely affect the transfer or storage of underlying digital assets. Because our manager plans to pay the cost of Ethereum transaction fees for transfers of underlying digital assets, this could also materially and adversely affect the business of our manager. In addition, changes could also reduce the number of validators on the Ethereum blockchain, which could possibly leave the Ethereum blockchain increasingly vulnerable to a so-called 51% attack.
    The expansion of the Ethereum blockchain and effecting the creation, transfer and storage of digital assets, which currently relies on a “proof-of-work” consensus protocol system whereby blocks are awarded based on the solving of computationally difficult problems, has resulted in Ethereum validators using increasing amounts of energy that may be unsustainable as the system continues to grow, and which may draw unfavorable regulatory attention. Further, when or if the Ethereum blockchain switches to either a hybrid “proof-of-work and proof-of-stake” or “proof-of-stake” consensus protocol system, an Ethereum-wide change to its consensus protocol may present additional risks. For example, transactions in digital assets may not be processed as presently contemplated in the period of time during or after the switch in consensus protocols, which may materially and adversely affect the transfer or storage of underlying digital assets.
Although there may be solutions that have been proposed and implemented to these and other challenges facing various digital assets, the effectiveness of these solutions has not been proven. Further, other challenges may arise in the future that we cannot predict. For example, advances in cryptography and/or technical advances, such as the development of quantum computing, could present risks to the current digital assets by undermining or vitiating the cryptographic consensus mechanism that underpins the Ethereum blockchain protocol. Similarly, legislatures and regulatory agencies could prohibit the use of current and/or future cryptographic protocols which could result in a significant loss of value or the termination of digital assets. Accordingly, the further development and future viability of digital assets in general is uncertain, and unknown challenges may prevent their wider adoption.
The technology underlying blockchain technology is subject to a number of industry-wide challenges and risks relating to consumer acceptance of blockchain technology. The slowing or stopping of the development or acceptance of blockchain networks and blockchain assets would have a material adverse effect on the successful adoption of the tokens. The value of underlying digital assets, and consequently the value of related series and the amount of distributions made to holders of interests, may be materially adversely affected as a result.
The growth of the blockchain industry in general, as well as the Ethereum blockchain on which underlying digital assets rely, is subject to a high degree of uncertainty regarding consumer adoption and long-term development. The factors affecting the further development of the blockchain and digital asset industry include, without limitation:
    worldwide growth in the adoption and use of digital assets and other blockchain technologies;
    government and quasi-government regulation of digital assets and their use, or restrictions on or regulation of access to and operation of blockchain networks or similar systems;
    the maintenance and development of the open-source software protocol of blockchain networks;
    changes in consumer demographics and public tastes and preferences;
    the availability and popularity of other forms or methods of buying and selling goods and services, or trading assets, including new means of using government-backed currencies or existing networks;
    the extent to which current interest in digital assets represents a speculative “bubble”;
    general economic conditions in the United States and the world;
    the regulatory environment relating to digital assets and blockchains; and
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    a decline in the popularity or acceptance of digital assets or other blockchain-based tokens.
The digital asset industry as a whole has been characterized by rapid changes and innovations and is constantly evolving. Although it has experienced significant growth in recent years, the slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and blockchain assets may deter or delay the acceptance and adoption of digital assets. In particular, the slowing or stopping of the development, general acceptance and adoption and usage of the ERC-721 protocol may deter or delay the acceptance and adoption of NFTs creating using this protocol.
The slowing or stopping of the development, general acceptance and adoption and usage of blockchain networks and/or blockchain assets generally or the ERC-721 protocol in particular may adversely impact the value of underlying digital assets or NFTs, as applicable, and consequently, the series related to the underlying digital asset(s), as well as decrease the likelihood of any distributions being made by us to the investors. The value of specific underlying digital assets, and consequently the value of related series, relies on the development, general acceptance and adoption and usage of the applicable blockchain network in that demand depends on ability to readily access the applicable network. For example, the slowing or stopping of general acceptance of the ERC-721 protocol could platforms such as Nifty Gateway ceasing to support the protocol, which in turn could reduce demand for NFTs based on such protocol and result in a decline or complete loss in value of underlying NFTs and the related series.
The value of digital art NFTs relies in part on the development, general acceptance and adoption and usage of blockchain assets, rather than solely on the digital artwork itself.
Digital art NFTs are a means to establish proof of ownership of digital art through cryptographic key pairs, the public key of the creator(s) or artist(s) who created the digital artwork and the private key of the holder representing a verified instance (whether unique or part of a series) of that digital artwork. The purchase of a digital art NFT gives the holder the right to hold, transfer and/or sell the NFT. The NFT does not, itself, include any physical manifestation of the digital art. The value of digital art NFTs is derived from the cryptographic record of ownership, rather than solely on the digital artwork itself; a digital artwork originated as an NFT (i.e., the actual file or files constituting the artwork of which ownership is represented by an NFT) may have no value absent the NFT, depending on what other rights were conveyed with the NFT, for example a copyright interest that could be transferred separate from the NFT. Thus, the value of the digital art NFT relies in part on the continued development, general acceptance and adoption and usage of the applicable blockchain.
The Ethereum blockchain network on which the ERC-721 protocol is based, and thus ownership and transfer of underlying NFT assets are recorded, utilizes code that is subject to change at any time. These changes may have unintended consequences for underlying NFT assets.
Underlying NFT assets are built as ERC-721 tokens recorded on the Ethereum blockchain. In addition to the aforementioned risks regarding development and acceptance of blockchain networks or the price of blockchain assets that may negatively affect the Ethereum network, other changes, such as upgrades to Ethereum’s blockchain, a hard fork in Ethereum or a change in how transactions are confirmed on the Ethereum blockchain, may have unintended, adverse effects on NFTs built under the ERC-721 standard. Any such changes to the Ethereum network could negatively affect the value of underlying NFT assets.
Forks may be implemented on the Ethereum blockchain in a manner that may affect the value of underlying NFT assets, and may ultimately result in duplicate records of underlying NFT assets.
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Third-party groups or individuals involved in the network may at any time propose upgrades or changes to the open-source software underlying the Ethereum blockchain that can result in prolonged “forks” in the Ethereum blockchain. While we do not believe that these changes present significant risks to the underlying NFT assets, there is, however, a possibility that these changes could result in disagreements regarding which record of an NFT should be recognized as legitimate. Our manager would publicly disclaim such a duplicate record as legitimate and work with the community to ensure adoption of only the original record.
Risks Related to Potential Conflicts of Interest
 
Our operating agreement contains provisions that reduce or eliminate duties (including fiduciary duties) of our manager.
 
Our operating agreement provides that our manager, in exercising its rights in its capacity as manager, will be entitled to consider only such interests and factors as it desires, including its own interests; will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting us or any of our investors; and will not be subject to any different standards imposed by our operating agreement, the LLC Act or under any other law, rule or regulation or in equity. These modifications of fiduciary duties are expressly permitted by Delaware law.
 
We do not have a conflicts of interest policy.
 
Our company, our manager and their affiliates will try to balance our interests with their own. However, to the extent that such parties take actions that are more favorable to other entities than our company, these actions could have a negative impact on our financial performance and, consequently, on distributions to investors and the value of the interests of each series. We have not adopted, and do not intend to adopt in the future, either a conflicts of interest policy or a conflicts resolution policy.
 
Conflicts may exist among our manager, our asset manager and their respective employees or affiliates.
 
Our manager and our asset manager will engage with, on behalf of our company, a number of brokers, dealers, asset sellers, insurance companies, storage and maintenance providers and other service providers and thus may receive in-kind discounts, for example, free shipping or servicing. In such circumstances, it is likely that these in-kind discounts may be retained for the benefit of our manager or our asset manager and not our company, or may apply disproportionately to other series. Our manager or our asset manager may be incentivized to choose a broker, dealer or asset seller based on the benefits they are to receive or all series collectively are to receive rather than that which is best for a particular series.
 
Members of the Advisory Board may be art or collectibles dealers and brokers themselves and, therefore, will be incentivized to sell us their own art and collectibles at potentially inflated market prices. Members of the Advisory Board may also be investors, in particular, if they are holding interests acquired as part of a sale of an underlying asset (i.e., as they were the asset seller).  They may therefore promote their own self-interests when providing advice to our manager or our asset manager regarding an underlying asset (e.g., by encouraging the liquidation of such underlying asset so they can receive a return in their capacity as an investor).
 
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In the event that the Operating Expenses exceed the revenue from an underlying asset, if any, and any cash reserves, our manager has the option to cause the related series to incur an Operating Expenses Reimbursement Obligation to cover such excess. As interest may be payable on such loan, our manager may be incentivized to cause the series to incur an Operating Expenses Reimbursement Obligation to pay Operating Expenses rather than look elsewhere for additional sources of income or to repay any outstanding Operating Expenses Reimbursement Obligation as soon as possible rather than make distributions to investors. Our manager may also choose to issue additional interests of the series to pay for Operating Expenses instead of causing our company to incur an Operating Expenses Reimbursement Obligation, even if any interest payable by the series on any Operating Expenses Reimbursement Obligation may be economically more beneficial to holders of the series than the dilution incurred from the issuance of additional interests.
 
There may be conflicts related to potential future brokerage activity.
 
Either our manager or one of its affiliates may in the future register with the Commission as a broker-dealer in order to be able to facilitate liquidity in our interests via the Otis Platform. Our manager or one of its affiliates may be entitled to receive fees based on volume of trading and volatility of the interests on the Otis Platform, and such fees may be in excess of the appreciation in the interests it holds in each series. Although an increased volume of trading and volatility will benefit investors as it will assist in creating a market for those wishing to transfer their interests, there is the potential that there is a divergence of interests between our manager and those investors; for instance, if the underlying asset does not appreciate in value, this will impact the price of the interests but may not adversely affect the profitability related to the brokerage activities of our manager (i.e., our manager would collect brokerage fees whether the price of the underlying asset increases or decreases).
 
Ownership in multiple series may cause conflicts of interest.
 
Our manager or its affiliates will acquire interests in each series for their own accounts and may transfer these interests, either directly or through brokers, via the Otis Platform. Depending on the timing of the transfers, this could impact the interests held by the investors (e.g., driving price down because of supply and demand and over availability of interests). This ownership in each of the series may result in a divergence of interests between our manager and the investors who only hold one or certain series (e.g., our manager or one of its affiliates, once registered as a broker-dealer with the Commission, may disproportionately market or promote a certain series, in particular, where they are a significant owner, so that there will be more demand and an increase in the price of such series interests).
 
Conflicts may arise from allocations of income and expenses as between series.
 
There may be situations when it is challenging or impossible to accurately allocate income, costs and expenses to a specific series, and certain series may get a disproportionate percentage of the cost or income, as applicable. In such circumstances, our manager would be conflicted from acting in the best interests of our company as a whole or the individual. While we presently intend to allocate expenses as described in “Description of Business—Allocations of Expenses,” our manager has the right to change this allocation policy at any time without further notice to investors.
 
There may be conflicting interests among our manager, our asset manager and the investors.
 
Our manager will determine whether or not to liquidate underlying assets, should an offer to acquire an underlying asset be received. As our manager or one of its affiliates, when and if registered as a broker-dealer with the Commission, may receive fees on the trading volume in the interests connected with an underlying asset, they may be incentivized not to realize such underlying asset even though investors may prefer to receive the gains from any appreciation in value of such underlying asset. Furthermore, when determining to liquidate an underlying asset, our manager will do so considering all of the circumstances at the time, which may include obtaining a price for an underlying asset that is in the best interests of a substantial majority but not all of the investors.
 
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Our manager may be incentivized to use more popular underlying assets at revenue-generating events or in leasing opportunities as this may generate higher Free Cash Flow to be distributed to our manager and investors in the series associated with that particular underlying asset. This may lead the underlying asset of a particular series to generate lower distributions than the underlying assets of other series. The use of art and collectibles at revenue-generating events or in leasing opportunities could increase the risk of the art and collectibles getting damaged and could impact the value of the underlying asset and, as a result, the value of the related series. Our manager may therefore be conflicted when determining whether to use a particular piece of art or a collectible at revenue-generating events or in leasing opportunities to generate revenue or limit the potential of damage being caused to them. Furthermore, our manager may be incentivized to utilize underlying assets that help popularize the interests via the Otis Platform, which means of utilization may not generate as much immediate returns as other potential utilization methods.
 
Our manager has the ability to unilaterally amend the operating agreement and allocation policy. As our manager is party, or subject, to these documents, it may be incentivized to amend them in a manner that is beneficial to it as manager of our company or a series or may amend it in a way that is not beneficial for all investors. In addition, the operating agreement seeks to limit the fiduciary duties that our manager owes to its investors. Therefore, our manager is permitted to act in its own best interests rather than the best interests of the investors. See “Securities Being Offered” for more information.
 
Fees for arranging events or monetization may cause conflicts of interest.
 
As our manager will acquire a percentage of each series, it may be incentivized to attempt to generate more earnings with those underlying assets owned by those series in which it holds a greater stake. Any profits generated from the Otis Platform (e.g., through advertising) will be for the benefit of our manager. In order to increase its revenue stream, our manager may, therefore, be incentivized to issue interests of additional series and acquire more underlying assets rather than focus on monetizing any underlying assets already held by existing series.
 
Conflicts may arise between the Advisory Board and our company.
 
The operating agreement provides that the resolution of any conflict of interest approved by the Advisory Board shall be deemed fair and reasonable to our company and its interest holders and not a breach of any duty at law, in equity or otherwise. As part of the remuneration package for Advisory Board members, they may receive an ownership stake in our manager. This may incentivize the Advisory Board members to make decisions in relation to the underlying assets that benefit our manager rather than our company.
 
As a number of the Advisory Board members may be in the art and collectibles industry, they may seek to sell art and collectibles to, acquire art and collectibles from or provide services relating to art and collectibles owned by our company.
 
Conflicts may exist between legal counsel, our company, our manager and its affiliates.
 
Our legal counsel is also counsel to our manager and its affiliates, and may serve as counsel with respect to a series. Because such legal counsel represents both our company and such other parties, certain conflicts of interest exist and may arise. To the extent that an irreconcilable conflict develops between us and any of the other parties, legal counsel may represent such other parties and not our company or a series. Legal counsel may, in the future, render services to us or other related parties with respect to activities relating to our company as well as other unrelated activities. Legal counsel is not representing any prospective investors in connection with any offering and will not be representing interest holders of our company other than our manager, although the prospective investors may rely on the opinion of legal counsel with respect to the validity of the securities, which is filed as Exhibit 12.1 to the offering statement of which this offering circular forms a part.  Prospective investors are advised to consult their own independent counsel with respect to the other legal and tax implications of an investment in our interests.
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Consignors and asset sellers (who may be officers and/or affiliates of our company and our manager) set prices at which the assets would be sold to a series, and those prices may not be based upon arms-length negotiations and may not fully reflect the value of such assets, which often is difficult to determine.
Consignors and other asset sellers establish the prices that series will pay for assets. Although our company and our manager intend to endeavor to determine the appropriate market price for each asset being acquired (and therefore the basis for the value of each series), these prices are often difficult to determine. When affiliates of our company and our manager are the consignors or asset sellers, these prices may not be determined on an arms-length basis. In  such cases, if the prices exceed those paid by such affiliates to initially acquire such assets, there will be an inherent conflict of interest as the affiliates attempt to maximize the amounts paid for the assets.
Risks Related to the Offerings and Ownership of our Interests
 
There can be no assurance that an active trading market will develop. 
 
An active trading market for any series of our interests may not develop or be sustained. If an active public trading market for our interests does not develop or is not sustained, it may be difficult or impossible for you to resell your interests at any price. Even if an active market does develop, the market price could decline below the amount you paid for your interests. Our manager created a Liquidity Platform (see “Description of Business—Liquidity Platform” for additional information), which serves to communicate orders to the PPEX ATS for execution by the Broker and which may permit some liquidity, but there is no assurance that the Liquidity Platform will provide an active market for resales of interests. Further, without the Liquidity Platform, it may be difficult or impossible for you to dispose of your interests.
 
If an active market ever develops for our interests, the market price and trading volume may be volatile.
 
If the market develops for our interests, the market price of our interests could fluctuate significantly for many reasons, including reasons unrelated to our performance, the underlying assets or the series, such as reports by industry analysts, investor perceptions or announcements by our competitors regarding their own performance, as well as general economic and industry conditions. For example, to the extent that other companies, whether large or small, within our industry experience declines in their share price, the value of our interests may decline as well.
 
In addition, fluctuations in operating results of a particular series or the failure of operating results to meet the expectations of investors may negatively impact the price of our securities. Operating results may fluctuate in the future due to a variety of factors that could negatively affect revenues or expenses in any particular reporting period, including vulnerability of our business to a general economic downturn, changes in the laws that affect our operations, competition, compensation-related expenses, application of accounting standards, seasonality and our ability to obtain and maintain all necessary government certifications or licenses to conduct our business.
 
There may be state law restrictions on an investor’s ability to sell its interests, making it difficult to transfer, sell or otherwise dispose of our interests.
 
Each state has its own securities laws, often called “blue sky” laws, which (1) limit sales of securities to a state’s residents unless the securities are registered in that state or qualify for an exemption from registration and (2) govern the reporting requirements for broker-dealers and stock brokers doing business directly or indirectly in the state. Before a security is sold in a state, there must be a registration in place to cover the transaction, or it must be exempt from registration. Also, the broker must be registered in that state. We do not know whether the interests being offered under this offering circular will be registered, or exempt, under the laws of any states. A determination regarding registration will be made by the broker-dealers, if any, who agree to serve as the market-makers for our interests. There may be significant state blue sky law restrictions on the ability of investors to sell, and on purchasers to buy, our interests. Investors should consider the resale market for our interests to be limited. Investors may be unable to resell their interests, or they may be unable to resell them without the significant expense of state registration or qualification.
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We intend for our manager to be able to sell through the Liquidity Platform. 
  
From time to time, our manager may act as a buyer or seller of interests of a particular series through the Liquidity Platform. Prior to our manager participating in any secondary purchases or sales through the Liquidity Platform, our manager intends to put in place internal procedures that limit the times when any such trading activity could occur, and to not occur when in possession of material, non-public information. Nevertheless, should our manager decide to sell its interests, that may result in a reduction in the resale price for the interests, and may result in our manager and investors having divergent interests in regard to the operation and liquidation of the asset underlying a particular series.
 
Investors lack voting rights, and our manager may take actions that are not in the best interests of investors.
 
Our manager has a unilateral ability to amend the operating agreement and the allocation policy in certain circumstances without the consent of the investors, and investors only have limited voting rights in respect of a series. Investors will therefore be subject to any amendments our manager makes (if any) to the operating agreement and allocation policy and also any decision it makes in respect of our company and a series which the investors do not get a right to vote upon. Investors may not necessarily agree with such amendments or decisions, and such amendments or decisions may not be in the best interests of all of the investors as a whole but only a limited number.
 
Furthermore, our manager can only be removed as manager of our company and each series in a very limited circumstance, following a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with our company or a series. Investors would therefore not be able to remove our manager merely because they did not agree, for example, with how our manager was managing an underlying asset.
 
The offerings are being conducted on a “best efforts” basis, and we may not be able to execute our growth strategy if we are unable to raise capital.
 
We are offering interests in each series on a “best efforts” basis, and we can give no assurance that all of the offered interests will be sold. If you invest in our interests and more than the minimum number of offered interests of the series but less than all of the offered interests of the series are sold, the risk of losing your entire investment will be increased. If substantially less than the maximum amount of interests offered for the series are sold, we may be unable to fund all the intended uses described in this offering circular from the net proceeds anticipated from each offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by offering net proceeds.
 
Each offering is a fixed-price offering and the fixed offering price may not accurately represent the current value of our company or our assets at any particular time. Therefore, the purchase price you pay for the interests may not be supported by the value of our assets at the time of your purchase.
 
Each offering is a fixed-price offering, which means that the offering price for interests in each series is fixed and will not vary based on the underlying value of our assets at any time.  Our manager has determined each offering price in its sole discretion without the input of an investment bank or other third party.  The fixed offering price for interests in each series has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for interests in each series may not be supported by the current value of our company or our assets at any particular time.
 
We are subject to ongoing public reporting requirements that are less rigorous than rules for more mature public companies, and our investors receive less information.
 
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We are required to report on an ongoing basis under the reporting rules set forth in Regulation A for Tier 2 issuers. The ongoing reporting requirements under Regulation A are more relaxed than for public companies reporting under the Exchange Act. The differences include, but are not limited to, being required to file only annual and semiannual reports, rather than annual and quarterly reports. Annual reports are due within 120 calendar days after the end of our fiscal year, and semiannual reports are due within 90 calendar days after the end of the first six months of our fiscal year.
 
We also may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:
 
 
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
 
 
being permitted to comply with reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and
 
 
being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
 
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
 
We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our interests that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
 
In either case, we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies, and investors could receive less information than they might expect to receive from more mature public companies.
 
Investors in this offering may not be entitled to a jury trial with respect to claims arising under our operating agreement, which could result in less favorable outcomes to the plaintiff(s) in any action under the operating agreement. 
 
Investors in this offering will be bound by our operating agreement, which establishes the rights of members and rules for governance of our company. Under Section 15.08 of our operating agreement, investors waive the right to a jury trial of any claim they may have against our company arising out of or relating to the operating agreement, or the action of becoming an interest holder in a series. This includes legal actions that include claims based on federal securities law. By subscribing to an offering of a series, the investor agrees to adhere to the operating agreement, and knowingly and voluntarily waives the investor’s jury trial rights.
 
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If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable based on the facts and circumstances of that case in accordance with the applicable state and federal law. To our knowledge, the enforceability of a contractual pre-dispute jury trial waiver in connection with claims arising under the federal securities laws has not been finally adjudicated by a federal court. However, we believe that a contractual pre-dispute jury trial waiver provision is generally enforceable, including under the laws of the State of Delaware, which govern the operating agreement. In determining whether to enforce a contractual pre-dispute jury trial waiver provision, courts will generally consider whether the visibility of the jury trial waiver provision within the agreement is sufficiently prominent such that a party knowingly, intelligently and voluntarily waived the right to a jury trial. We believe that this is the case with respect to the operating agreement. You should consult legal counsel regarding the jury waiver provision before investing in this offering.
 
If you bring a claim against our company in connection with matters arising under the operating agreement, including claims under federal securities laws, you may not be entitled to a jury trial with respect to those claims, which may have the effect of limiting and discouraging lawsuits against our company. If a lawsuit is brought against our company under the operating agreement, it may be heard only by a judge or justice of the applicable trial court, which would be conducted according to different civil procedures and may result in different outcomes than a trial by jury would have had, including results that could be less favorable to the plaintiff(s) in such an action.
 
Nevertheless, if this jury trial waiver provision is not permitted by applicable law, an action could proceed under the terms of the operating agreement with a jury trial. No condition, stipulation or provision of the operating agreement serves as a waiver by any member of a series or by our company of compliance with any substantive provision of the federal securities laws and the rules and regulations promulgated under those laws.
 
Our operating agreement has a forum selection provision that requires that certain disputes be resolved in the Court of Chancery of the State of Delaware, regardless of convenience or cost to interest holders. 
 
Under Section 15.08 of our operating agreement, interest holders are required to resolve disputes related to the governance of our company in the Court of Chancery located in the State of Delaware. The forum selection provision applies to any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with our operating agreement, or the transactions authorized by the agreement, including that of the admission of interest holders to a series.
 
Our operating agreement further provides that, should the Court of Chancery in the State of Delaware not have jurisdiction over the matter, the suit, action or proceeding may be brought in the appropriate federal or state court located in the State of Delaware. We intend for his forum selection provision to also apply to claims brought under federal securities law. Our company acknowledges that, for claims arising under the Exchange Act, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, requiring such matters to be heard in federal court. In contrast, Section 22 of the Securities Act provides for concurrent jurisdiction between federal and state courts for matters arising under the Securities Act.
 
The forum selection provision in our operating agreement may limit interest holders’ ability to obtain a favorable judicial forum for disputes with us or our manager, employees or agents, which may discourage lawsuits against us and such persons. The requirement that any action be heard in a competent court in the State of Delaware may also create additional expense for any person contemplating an action against our company, or limit the access to information to undertake such an action, further discouraging lawsuits. 
 
It is also possible that, notwithstanding the forum selection clause included in our operating agreement, a court could rule that such a provision is inapplicable or unenforceable. Alternatively, if a court were to find the provision inapplicable to, or unenforceable in, an action, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.
 
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Possible changes in federal or local tax laws, or the application of existing federal or local tax laws, may result in significant variability in our results of operations and tax liability for the investor.
 
The Internal Revenue Code of 1986, as amended, is subject to change by Congress, and interpretations may be modified or affected by judicial decisions, by the Treasury Department through changes in regulations and by the Internal Revenue Service through its audit policy, announcements and published and private rulings. Although significant changes to the tax laws historically have been given prospective application, no assurance can be given that any changes made in the tax law affecting an investment in any series would be limited to prospective effect. Accordingly, the ultimate effect on an investor’s tax situation may be governed by laws, regulations or interpretations of laws or regulations which have not yet been proposed, passed or made, as the case may be.
 
Furthermore, investors may reside in various tax jurisdictions throughout the world. To the extent that there are changes to tax laws or tax reporting obligations in any of these jurisdictions, such changes could adversely impact the ability and/or willingness of our clients to purchase interests in art and collectibles. Failure to assess or pay the correct amount of tax on a transaction may expose us to claims from tax authorities.
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DILUTION
 
Dilution means a reduction in value, control or earnings of the interests the investor owns. There will be no dilution to any investors associated with any offering. However, from time to time, additional interests in each series offered hereby may be issued in order to raise capital to cover such series’ ongoing operating expenses. See “Description of Business—Operating Expenses” for further details.
 
Our manager will acquire a minimum of 2% and may acquire a maximum of 19.99% of the interests sold in connection with each offering (of which our manager may sell all or any portion from time to time following the closing of such offering), although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager will pay the price per share offered to all other potential investors hereunder.
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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS
 
Plan of Distribution
 
Our manager owns and operates the Otis Platform, through which investors may indirectly invest, through a series of our interests, in art and collectible opportunities that have been historically difficult to access for many market participants. Through the use of the Otis Platform, investors can browse and screen the potential investments and sign legal documents electronically. We intend to distribute each series of interests exclusively through the Otis Platform. Neither our manager nor any other affiliated entity involved in the offer and sale of our interests is a member firm of FINRA, and no person associated with us will be deemed to be a broker solely by reason of his or her participation in the sale of our interests.
 
Each offering is being conducted under Regulation A under the Securities Act and therefore, only offered and sold to “qualified purchasers.” For further details on the suitability requirements an investor must meet in order to participate in each offering, see “—Investor Suitability Standards.” As a Tier 2 offering pursuant to Regulation A under the Securities Act, each offering will be exempt from state law “Blue Sky” review, subject to meeting certain state filing requirements and complying with certain antifraud provisions, to the extent that our interests are offered and sold only to “qualified purchasers” or at a time when our interests are listed on a national securities exchange. It is anticipated that sales of securities will only be made in states where the Broker is registered.
 
We are offering, on a best efforts basis, the membership interests of each of the series of our company in the “Series Offering Table” beginning on page 1. The offering price for each series was determined by our manager.
 
At the closing of each offering, our manager or its affiliates will purchase a minimum of 2% and up to a maximum of 19.99% of the interests sold in such offering for the same price as all other investors, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. In addition, the asset seller for a particular series may purchase a portion of the interests for that series. Our manager may sell its interests from time to time after the closing of each offering. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests.
 
We conduct separate closings with respect to each offering. The closing of an offering will occur on the earliest to occur of (i) the date subscriptions for the maximum number of interests offered for a series have been accepted or (ii) a date determined by our manager in its sole discretion, provided that subscriptions for the minimum number of interests offered for a series have been accepted. If closing has not occurred, an offering shall be terminated upon (i) the date which is one year from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission, which period may be extended with respect to a particular series by an additional six months by our manager in its sole discretion, or (ii) any date on which our manager elects to terminate the offering for a particular series in its sole discretion, such date not to exceed the date which is 18 months from the date such offering circular or amendment thereof, as applicable, is qualified by the Commission.
 
The interests are being offered by subscription only in the U.S. and to residents of those states in which the offer and sale is not prohibited. This offering circular does not constitute an offer or sale of interests outside of the U.S.
 
Those persons who want to invest in our interests must sign a subscription agreement for the particular series of interests, which will contain representations, warranties, covenants, and conditions customary for offerings of this type for limited liability companies. See “—How to Subscribe” below for further details. With respect to Series Collection Drop 001 through Series Collection Drop 010, copies of the form of subscription agreement for each series are filed as Exhibits 4.1 to 4.10 to the offering statement of which this offering circular forms a part. With respect to Series Collection Drop 011 and subsequent, a copy of the form of subscription agreement for each series is filed as Exhibit 4.11 to the offering statement of which this offering circular forms a part.
 
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The interests will be issued in book-entry form without certificates.
 
Our manager, and not our company, will pay all of the expenses incurred in each offering that are not covered by the Brokerage Fee, Offering Expenses or Acquisition Expenses described below, including fees to legal counsel, but excluding fees for counsel or other advisors to the investors and fees associated with the filing of periodic reports with the Commission and future blue sky filings with state securities departments, as applicable. Any investor desiring to engage separate legal counsel or other professional advisors in connection with an offering will be responsible for the fees and costs of such separate representation.
 
Investor Perks
 
To encourage participation in certain offerings, our company will provide perquisites, or perks, as further described below, to certain investors in such offerings, after a subscription for investment is accepted and after interests are issued to the investor. Our company is of the opinion that these perks do not alter, and are not material to the determination of, the price, value or cost basis of the securities in the applicable offerings. Instead, the perks are promotional items or a “thank you” to investors that help our company achieve its mission. However, it is recommended that prospective investors consult a tax professional to fully understand any tax implications of receiving any perks before investing. None of the proceeds from any offering will be used to fulfill any of the perks described below. Perks are offered with respect to specific offerings and series of interests, and not generally with respect to all offerings, and are only provided to investors that have invested at or above the stated minimum dollar amount to receive a given perk. Fulfillment of a perk will occur within a reasonable amount of time after a subscription for investment is accepted and after interests are issued to the investor.
 
The table below presents the applicable series of interests to which a perk is offered, a description of the perk, the investment level to receive the stated perk and the approximate cash value of the perk:
 
Series Name
 
Perk Description
 
Investment Amount
 
Approximate Cash Value(1)
N/A
 
N/A
 
N/A
 
N/A
 
 
(1)
The approximate cash value is equal to the price, after tax, paid by our manager to acquire the perk.
 
Private Drops
 
Certain offerings may be made available through the Otis Platform to only a limited number of prospective investors (we refer to these as private drops). With respect to these private drops, our manager may increase the minimum subscription by an investor to an amount that it determines in its sole discretion.

Investor Suitability Standards
 
Our interests are being offered and sold only to “qualified purchasers” (as defined in Regulation A under the Securities Act). “Qualified purchasers” include: (i) “accredited investors” under Rule 501(a) of Regulation D and (ii) all other investors so long as their investment in any series of interests of our company (in connection with any series offered under Regulation A) does not represent more than 10% of the greater of their annual income or net worth (for natural persons), or 10% of the greater of annual revenue or net assets at fiscal year-end (for non-natural persons). We reserve the right to reject any investor’s subscription in whole or in part for any reason, including if we determine in our sole and absolute discretion that such investor is not a “qualified purchaser” for purposes of Regulation A.
 
For an individual potential investor to be an “accredited investor” for purposes of satisfying one of the tests in the “qualified purchaser” definition, the investor must be a natural person who has:
 
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1.
an individual net worth, or joint net worth with the person’s spouse, that exceeds $1,000,000 at the time of the purchase, excluding the value of the primary residence of such person and the mortgage on that primary residence (to the extent not underwater), but including the amount of debt that exceeds the value of that residence and including any increase in debt on that residence within the prior 60 days, other than as a result of the acquisition of that primary residence; or 
 
 
2.
earned income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year. 
 
If the investor is not a natural person, different standards apply. See Rule 501 of Regulation D for more details. For purposes of determining whether a potential investor is a “qualified purchaser,” annual income and net worth should be calculated as provided in the “accredited investor” definition under Rule 501 of Regulation D. In particular, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles.
 
Our interests will not be offered or sold to prospective investors subject to ERISA.
 
If you live outside the United States, it is your responsibility to fully observe the laws of any relevant territory or jurisdiction outside the United States in connection with any purchase, including obtaining required governmental or other consent and observing any other required legal or other formalities.
 
Our manager and the Broker, in its capacity as broker of record for each offering, will be permitted to make a determination that the subscribers of our interests in any offering are qualified purchasers in reliance on the information and representations provided by the subscriber regarding the subscriber’s financial situation. Before making any representation that your investment does not exceed applicable federal thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to http://www.investor.gov.
 
An investment in our interests may involve significant risks. Only investors who can bear the economic risk of the investment for an indefinite period of time and the loss of their entire investment should invest in our interests. See “Risk Factors.”
 
Minimum and Maximum Investment
 
The minimum subscription by an investor is one (1) interest and the maximum subscription by any investor is for interests representing 20% of the total interests of a particular series, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. See “Plan of Distribution and Selling Securityholders” for additional information.
 
Broker
 
Dalmore Group, LLC is acting as our executing broker in connection with the sale of our interests pursuant to a Broker-Dealer Agreement. Pursuant to the agreement, the Broker’s role in the offering is limited to serving as the broker of record, including processing transactions of potential investors and providing investor qualification recommendations (e.g., “Know Your Customer” and anti-money-laundering checks) and coordinating with third-party providers to ensure adequate review and compliance. The Broker will have access to the subscription information provided by investors and will serve as broker of record for each offering by processing transactions by investors through the platform technology. The Broker will not solicit any investors on our behalf, act as underwriter or provide investment advice or investment recommendations to any investor.
 
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The Broker is a broker-dealer registered with the Commission and a member of FINRA and SIPC and will be registered in each state where each offering and sale of interests will occur, prior to the launch of each offering. The Broker will receive the Brokerage Fee but will not purchase any interests and, therefore, will not be eligible to receive any discounts, commissions or any underwriting or finder’s fees in connection with any offering.
 
We agreed to indemnify the Broker and each of its affiliates and their respective representatives and agents for any loss, liability, judgment, arbitration award, settlement, damage or cost (which we refer to as losses) incurred in any third-party suit, action, claim or demand (which we refer to, collectively, as a proceeding) arising out of our breach of any provision of the Broker-Dealer Agreement, our wrongful acts or omissions or this offering to the extent not based upon a breach of the agreement by the Broker and/or the wrongful acts or omissions of the Broker or the Broker’s failure to comply with any applicable federal, state or local laws, regulators or codes in the performance of its obligations under the agreement. The Broker agreed to indemnify us and each of our affiliates and their and our representatives and agents from any losses arising out of any proceeding arising out of the Broker’s breach of the agreement or the wrongful acts or omissions of the Broker or the Broker’s failure to comply with any applicable federal, state or local laws, regulators or codes in the performance of its obligations under the agreement.
The Broker-Dealer Agreement has a 12-month term beginning September 3, 2020 and will renew automatically for successive 12-months terms unless either party provides notice of non-renewal at least 60 days prior to the expiration of the then-current term. Additionally, the agreement may be terminated by either party for breach, misrepresentation, failure to comply with legal requirements or insolvency.
Additionally, we engaged the Broker to execute secondary transactions on the PPEX ATS pursuant to a Secondary Market Transactions Engagement Letter. Pursuant to the agreement, the Broker’s role in the offering is limited to acting as agent on behalf of participants in the Liquidity Platform to review, approve and execute transactions on the PPEX ATS, and providing services related thereto. The Broker will not underwrite or purchase securities. We agreed to indemnify the Broker and each of its affiliates and their respective representatives and agents for any losses incurred in any proceeding arising out of their engagement or any matter referred to in the Secondary Market Transactions Engagement Letter, except to the extent caused by the gross negligence or willful misconduct of the indemnified party, and to reimburse any such person for legal and other expenses incurred in connection with any such proceeding. Additionally, we agreed to binding arbitration. The agreement may be terminated by either party on 30 days’ prior written notice.
ATS
North Capital Private Securities is providing access to the PPEX ATS for facilitation of secondary transactions on the Liquidity Platform pursuant to a PPEX ATS Company Agreement. Pursuant to the agreement, North Capital Private Securities’ role is limited to providing access to the PPEX ATS to facilitate unregistered resale transactions of securities. North Capital Private Securities is not providing any advice (including, without limitation, any business, investment, solicitation, legal, accounting, regulatory, tax or other advice) in connection with the engagement or its provision of services.
North Capital Private Securities is a broker-dealer registered with the Commission and a member of FINRA and SIPC and operates the PPEX ATS, an ATS registered with the Commission and FINRA on Form ATS.
The PPEX ATS Company Agreement may be terminated by either party on 90 days’ prior written notice. North Capital Private Securities may terminate or suspend access to the PPEX ATS or terminate the agreement immediately for breach, upon the occurrence of any event that could prevent North Capital Private Securities from operating the PPEX ATS or if North Capital Private Securities determines that the security or normal operation of the PPEX ATS has been compromised and cannot be promptly cured, and may also terminate or suspend access to the PPEX ATS if directed to do so by a governmental, judicial or regulatory authority or self-regulatory organization. Additionally, we agreed to binding arbitration.
Escrow Agent
 
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The Escrow Agent is North Capital Private Securities Corporation, who has been appointed as escrow agent for each offering pursuant to escrow agreements among the Broker, the Escrow Agent, our manager and each series. Copies of the escrow agreements for each series are filed starting with Exhibit 8.1 and onwards to the offering statement of which this offering circular forms a part.
 
Each series will generally be responsible for fees due to the Escrow Agent, which are categorized as part of the Offering Expenses described in “—Fees and Expenses” below; however, our manager has agreed to pay and not be reimbursed for fees due to the Escrow Agent.
 
We agreed to indemnify the Escrow Agent and each director, officer, employee, attorney, agent and affiliate of the Escrow Agent against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses) in any third-party claim arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of the escrow agreements or any transactions contemplated therein; provided, however, that no person shall have the right to be indemnified for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such person.
 
Fees and Expenses
 
See “Use of Proceeds to Issuer” for a description of the specific expenses for each offering.
 
Brokerage Fee
 
As compensation for providing the services described in the Broker-Dealer Agreement to us in connection with each offering, the Broker will receive a brokerage fee equal to 1% of the amount raised through each offering (which we refer to as the Brokerage Fee).
 
Each series of interests will be responsible for paying the Brokerage Fee to the Broker from the proceeds of the sale of interests in each such series. The Brokerage Fee will be payable immediately upon the closing of each offering.
  
In addition thereto, our manager (a) will pay the Broker a fee of $1,000 per amendment to this offering circular and (b) paid the Broker a one-time consulting fee of $20,000 for the provision of ongoing general consulting services related to this offering (such as coordination with third-party vendors and providing general guidance), which was due and payable following the issuance by FINRA of a no-objection letter; and (c) will pay the Broker an additional one-time consulting fee of $10,000 for the provision of ongoing general consulting services related to this offering (such as coordination with third-party vendors and providing general guidance), due and payable following the issuance by FINRA of a no-objection letter. Further, in connection with the execution of the Broker-Dealer Agreement, our manager paid the Broker a one-time advance payment of $5,000 for out-of-pocket expenses anticipated to be incurred by the Broker, such as costs related to preparing the FINRA filing, due diligence expenses, working with counsel to our manager and our company and other services necessary and required prior to the approval of this offering. Our manager will not be reimbursed for payment of any such fees or expenses.
 
The Broker and our company will ensure that the aggregate fees received by the Broker will not exceed 8% of the total offering.
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In connection with the Liquidity Platform, the Broker receives a commission of 2% of the gross proceeds (1% from the buyer and 1% from the seller involved in a transaction) from sales of interests on the Liquidity Platform. Our manager may elect to pay these fees. North Capital Private Securities, as operator of the PPEX ATS, receives (a) an initial subscription fee of $12,000 for the first two years, and (b) thereafter a subscription fee of $10,000 per year for an annual subscription or $6,000 per six months for a six-month subscription. Further, North Capital Private Securities will be reimbursed for any out-of-pocket expenses incurred in connection with due diligence, including, without limitation, bad actor and background checks and reasonable counsel fees. Our manager will not be reimbursed for payment of any such subscription fees or expenses.
In addition to the foregoing, our manager pays North Capital Investment Technology, the parent company of North Capital Private Securities, a monthly administrative fee of $500 for technology tools to facilitate our company’s offerings of the interests. This fee is capped at $6,000 for the offerings in the aggregate, regardless of the number of series. For the avoidance of doubt, this monthly administrative fee with respect to our company will be paid by our manager to North Capital Investment Technology for a twelve-month period and no further. Our manager will also pay North Capital Investment Technology a one-time installation and setup fee of $2,500.
Offering Expenses
 
Each series of interests will generally be responsible for certain fees, costs and expenses incurred in connection with the offering of the interests associated with that series (which we collectively refer to as the Offering Expenses). Offering Expenses consist of legal, accounting, escrow, underwriting, filing and compliance costs, as applicable, related to a specific offering (and excludes ongoing costs described in Operating Expenses). This arrangement is noted under the Offering Expenses category under “Use of Proceeds to Issuer” below.
 
Acquisition Expenses
 
Each series of interests will be responsible for any and all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the underlying asset related to such series incurred prior to the closing, including brokerage and sales fees and commissions (but excluding the Brokerage Fee), appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, storage fees, insurance fees, bank fees and interest (if the underlying asset was acquired using debt prior to completion of an offering), auction house fees, travel and lodging for inspection purposes, transportation costs to transfer the underlying asset from the asset seller’s possession to the storage facility or to locations for creation of photography and videography materials (including any insurance required in connection with such transportation), photography and videography expenses in order to prepare the profile for the underlying asset on the Otis Platform (which we collectively refer to as Acquisition Expenses). The Acquisition Expenses will be payable from the proceeds of each offering. See “Use of Proceeds to Issuer” for a description of the Acquisition Expenses for each offering.
 
Sourcing Fee
 
Our asset manager will be paid a fee as compensation for sourcing each underlying asset (which we refer to as the Sourcing Fee) in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that the Sourcing Fee may be waived by our asset manager.
 
Additional Information Regarding this Offering Circular
 
We have not authorized anyone to provide you with information other than as set forth in this offering circular. Except as otherwise indicated, all information contained in this offering circular is given as of the date of this offering circular. Neither the delivery of this offering circular nor any sale made hereunder shall under any circumstances create any implication that there has been no change in our affairs since the date hereof.
 
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From time to time, we may provide an “offering circular supplement” that may add, update or change information contained in this offering circular. Any statement that we make in this offering circular will be modified or superseded by any inconsistent statement made by us in a subsequent offering circular supplement. The offering statement we filed with the Commission includes exhibits that provide more detailed descriptions of the matters discussed in this offering circular. You should read this offering circular and the related exhibits filed with the Commission and any offering circular supplement together with additional information contained in our annual reports, semiannual reports and other reports and information statements that we will file periodically with the Commission.
 
The offering statement and all supplements and reports that we have filed or will file in the future can be read on the Commission website at www.sec.gov or in the legal section on the Otis Platform. The contents of the Otis Platform (other than the offering statement, this offering circular and the appendices and exhibits thereto) are not incorporated by reference in or otherwise a part of this offering circular.
 
How to Subscribe
 
Potential investors who are “qualified purchasers” may subscribe to purchase our interests. Any potential investor wishing to acquire our interests must:
 
 
1.
Carefully read this offering circular, and any current supplement, as well as any documents described in the offering circular and attached as exhibits to the offering statement or which you have requested. Consult with your tax, legal and financial advisors to determine whether an investment in our interests is suitable for you. 
 
 
2.
Review the subscription agreement (including the “Investor Qualification and Attestation” attached thereto), which was pre-populated following your completion of certain questions on the Otis Platform application, and if the responses remain accurate and correct, sign the completed subscription agreement using electronic signature. Except as otherwise required by law, subscriptions may not be withdrawn or cancelled by subscribers.
 
 
3.
Once the completed subscription agreement is signed, you will be instructed to transfer funds in an amount equal to the purchase price for interests you have applied to subscribe for (as set out on the front page of your subscription agreement) by ACH into the escrow account. The Escrow Agent will hold such subscription monies in escrow until such time as your subscription agreement is either accepted or rejected by our manager and, if accepted, such further time until you are issued the interests. 
 
 
4.
Our manager and the Broker will review the subscription documentation completed and signed by you. You may be asked to provide additional information. Our manager will contact you directly if required. We reserve the right to reject any subscriptions, in whole or in part, for any or no reason, and to withdraw any offering at any time prior to closing. 
 
 
5.
Once the review is complete, our manager will inform you whether or not your application to subscribe for the interests is approved or denied and if approved, the number of interests you are entitled to subscribe for. If your subscription is rejected in whole or in part, then your subscription payments (being the entire amount if your application is rejected in whole or the payments associated with those subscriptions rejected in part) will be refunded promptly, without interest or deduction. Our manager accepts subscriptions on a first-come, first served basis subject to the right to reject or reduce subscriptions.
 
 
6.
If all or a part of your subscription is approved, then the number of interests you are entitled to subscribe for will be issued to you upon the closing. Simultaneously with the issuance of the interests, the subscription monies held by the Escrow Agent in escrow on your behalf will be transferred to the account of the applicable series as consideration for such interests. 
 
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By executing the subscription agreement, you agree to be bound by the terms of the subscription agreement and operating agreement. Our company, our manager and the Broker will rely on the information you provide in the subscription agreement, including the “Investor Qualification and Attestation” attached thereto and the supplemental information you provide in order for our manager and the Broker to verify your status as a “qualified purchaser.” If any information about your “qualified purchaser” status changes prior to you being issued the interests, please notify our manager immediately using the contact details set out in the subscription agreement.
 
For further information on the subscription process, please contact our manager using the contact details set out in the “Where You Can Find Additional Information” section.
 
The subscription funds advanced by prospective investors as part of the subscription process will be held in a non-interest-bearing account with the Escrow Agent and will not be commingled with any series’ operating account, until if and when there is a closing with respect to that investor. When the Escrow Agent has received instructions from our manager that an offering will close and the investor’s subscription is to be accepted (either in whole or part), then the Escrow Agent shall disburse such investor’s subscription proceeds in its possession to the account of the applicable series. If an offering is terminated without a closing, or if a prospective investor’s subscription is not accepted or is cut back due to oversubscription or otherwise, such amounts placed into escrow by prospective investors will be returned promptly to them, without interest or deductions. Any costs and expenses associated with a terminated offering will be borne by our manager.
 
No Refunds
 
Except in the case of an offering being terminated without a closing, or a prospective investor’s subscription not being accepted or being cut back due to oversubscription or otherwise, there will be no refunds.
 
Selling Restrictions
 
The following sections contain notices to prospective investors in the stated countries and regions. 
 
Canada
 
The offering of interests in Canada is being made on a private placement basis in reliance on exemptions from the prospectus requirements under the securities laws of each applicable Canadian province and territory where the interests may be offered and sold, and therein may only be made with investors that are purchasing as principal and that qualify as both an “accredited investor” as such term is defined in National Instrument 45-106 Prospectus and Registration Exemptions and as a “permitted client” as such term is defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligation. Any offer and sale of the interests in any province or territory of Canada may only be made through a dealer that is properly registered under the securities legislation of the applicable province or territory wherein the interests are offered and/or sold or, alternatively, by a dealer that qualifies under and is relying upon an exemption from the registration requirements therein.
 
Any resale of the interests by an investor resident in Canada must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and registration requirements, statutory exemptions from the prospectus and registration requirements or under a discretionary exemption from the prospectus and registration requirements granted by the applicable Canadian securities regulatory authority. These resale restrictions may under certain circumstances apply to resales of the interests outside of Canada.
 
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Upon receipt of this offering circular, each Canadian investor hereby confirms that it has expressly requested that all documents evidencing or relating in any way to the sale of the securities described herein (including for greater certainty any purchase confirmation or any notice) be drawn up in the English language only. Par la réception de ce document, chaque investisseur canadien confirme par les présentes qu’il a expressément exigé que tous les documents faisant foi ou se rapportant de quelque manière que ce soit à la vente des valeurs mobilières décrites aux présentes (incluant, pour plus de certitude, toute confirmation d’achat ou tout avis) soient rédigés en anglais seulement.
  
European Economic Area
 
This offering circular has been prepared on the basis that offers of the interests in any member state of the European Economic Area, or an EEA Member State, will be made pursuant to an exemption under Article 1(4) of Regulation (EU) 2017/1129, or the Prospectus Regulation. Accordingly, any person making or intending to make an offer in an EEA Member State of the interests may only do so in circumstances in which no obligation arises for our company or our manager to publish a prospectus pursuant to Article 3(1) of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer. Neither we nor our manager has authorized the making of any offer of the interests in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer has authorized the making of any offer of the interests in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer in circumstances in which an obligation arises for the publication of a prospectus or a supplement for such offer.
 
In relation to each EEA Member State, no interests have been or will be offered pursuant to this offering circular to the public in that EEA Member State, except that offers of the interests to the public may be made in that EEA Member State: (a) to any legal entity that is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, or a Qualified Investor; (b) to fewer than 150 natural or legal persons (other than Qualified Investors) in that EEA Member State, subject to obtaining the prior consent of our manager; or (c) in any circumstances falling within Article 1(4) of the Prospectus Regulation; provided that no such offer of interests shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation or require a prospectus to be supplemented pursuant to Article 23 of the Prospectus Regulation.
 
For purposes of the foregoing restrictions: (a) the expression an “offer to the public” in relation to the interests in any EEA Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the interests so as to enable an investor to decide to purchase or subscribe for the interests, and (b) the expression “Prospectus Regulation” means Regulation (EU) 2017/1129.
 
United Kingdom
 
This offering circular is for distribution only to, and is directed only at, persons who (a) are outside the United Kingdom; (b) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order; (c) are persons falling within Article 43(2) of the Order; (d) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order; or (v) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or the FSMA) in connection with the issue or sale of any interests may otherwise lawfully be communicated or caused to be communicated (we refer to all such persons in (a), (b), (c) and (d) together as relevant persons). This offering circular is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering circular relates is available only to relevant persons and will be engaged in only with relevant persons.
 
44

Our manager has represented, warranted and agreed that: (a) it has only communicated, or caused to be communicated, and will only communicate, or cause to be communicated, any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of the interests in circumstances in which Section 21(1) of the FSMA does not apply to our company; and (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the interests in, from or otherwise involving the United Kingdom.
 
Switzerland
 
The interests may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange, or SIX, or on any other stock exchange or regulated trading facility in Switzerland. This offering circular has been prepared without regard to the disclosure standards for issuance prospectuses under Article 652a or Article 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under Article 27 ff. of the SIX Listing Rules, or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this offering circular nor any other offering or marketing material relating to the interests or this offering may be publicly distributed or otherwise made publicly available in Switzerland.
 
Neither this offering circular nor any other offering or marketing material relating to this offering, our company, our manager the interests have been or will be filed with or approved by any Swiss regulatory authority. In particular, this offering circular will not be filed with, and the offer of interests will not be supervised by, the Swiss Financial Market Supervisory Authority, or FINMA, and the offer of interests has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes, or CISA. The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of interests.
 
Dubai International Financial Centre
 
This offering circular relates to an exempt offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority, or DFSA. This offering circular is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with exempt offers. The DFSA has neither approved this offering circular nor taken steps to verify the information set forth herein and has no responsibility for the offering circular. The interests to which this offering circular relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the interests offered should conduct their own due diligence on the interests. If you do not understand the contents of this offering circular you should consult an authorized financial advisor.
 
Australia
 
No placement document, prospectus, product disclosure statement or other disclosure document has been lodged with the Australian Securities and Investments Commission, or ASIC, in relation to this offering. This offering circular does not constitute a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001, or the Corporations Act, and does not purport to include the information required for a prospectus, product disclosure statement or other disclosure document under the Corporations Act.
 
Any offer in Australia of the interests may only be made to persons who are “sophisticated investors” (within the meaning of section 708(8) of the Corporations Act), “professional investors” (within the meaning of section 708(11) of the Corporations Act) or otherwise pursuant to one or more exemptions contained in section 708 of the Corporations Act, which persons we refer to as exempt investors, so that it is lawful to offer the interests without disclosure to investors under Chapter 6D of the Corporations Act.
 
45

The interests applied for by exempt investors in Australia must not be offered for sale in Australia in the period of 12 months after the date of allotment under this offering, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or otherwise or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring interests must observe such Australian on-sale restrictions.
  
This offering circular contains general information only and does not take account of the investment objectives, financial situation or particular needs of any particular person. It does not contain any securities recommendations or financial product advice. Before making an investment decision, investors need to consider whether the information in this offering circular is appropriate to their needs, objectives and circumstances, and, if necessary, seek expert advice on those matters.
 
China
 
This offering circular does not constitute a public offer of the interests, whether by sale or subscription, in the People’s Republic of China, or the PRC. The interests are not being offered or sold directly or indirectly in the PRC to or for the benefit of, legal or natural persons of the PRC.
 
Further, no legal or natural persons of the PRC may directly or indirectly purchase any of the interests or any beneficial interest therein without obtaining all prior PRC’s governmental approvals that are required, whether statutorily or otherwise. Persons who come into possession of this document are required by the issuer and its representatives to observe these restrictions.
 
Hong Kong
 
The interests have not been offered or sold. and will not be offered or sold, in Hong Kong by means of any document, other than (a) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (b) in other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the interests has been or may be issued or has been or may be in the possession of any person for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to interests which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance and any rules made under that ordinance.
 
Singapore
 
This offering circular has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this offering circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of interests may not be circulated or distributed, nor may the interests be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (a) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore, or the SFA; (b) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA; or (c) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.
 
46

Where the interests are subscribed for or purchased under Section 275 of the SFA by a relevant person which is (a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire series of interests of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the interests pursuant to an offer made under Section 275 of the SFA except: (i) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (ii) where no consideration is or will be given for the transfer; (iii) where the transfer is by operation of law; (iv) as specified in Section 276(7) of the SFA; or (v) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore.
47

USE OF PROCEEDS TO ISSUER
 
The allocation of the net proceeds of each offering set forth below represents our intentions based upon our current plans and assumptions regarding industry and general economic conditions, our future revenues, if any, and expenditures. The amounts and timing of our actual expenditures will depend upon numerous factors, including market conditions, cash generated by our operations, business developments, and related rate of growth. Our manager reserves the right to modify the use of proceeds based on the factors set forth below. Neither our company nor any series are expected to keep any of the proceeds from any offering. In the event that less than the maximum number of interests are sold in connection with any offering, our manager may pay, and not seek reimbursement for, the Brokerage Fee and Acquisition Expenses.
 
Series Collection Drop 006
We estimate that the gross proceeds of the offering of Series Collection Drop 006 Interests (including from Series Collection Drop 006 Interests acquired by our manager) will be approximately $15,800 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$158
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$15,000
94.94%
Acquisition and
Storage
$32
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$26
0.16%
 
Estimated Interest on Note⁽³⁾
$0
0.00%
Sourcing Fee⁽⁴⁾
$484
3.06%
Offering Expenses⁽⁵⁾
$0
0.00%
Total Fees & Expenses
$700
4.43%
Working Capital Reserves⁽⁶⁾
$100
0.63%
Total Proceeds
$15,800
100.00%
 
(1)  Our manager acquired the Series Collection Drop 006 Asset for a total cost of $15,000. On August 17, 2021, we acquired the Series Collection Drop 006 Asset from our manager in exchange for the note described below. In the case of the Series Collection Drop 006 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  The promissory note does not bear interest.
(4)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 006 Asset in an amount equal to 3.06% of the gross offering proceeds.
(5)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 006 Interests.
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(6)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
On August 17, 2021, we acquired the Series Collection Drop 006 Asset from our manager in exchange for a note in the original principal amount of $15,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. Full documentation of the note is included in Exhibit 6.19 to the offering statement of which this offering circular forms a part.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 006 Interests will be distributed to the account of Series Collection Drop 006. Upon final closing of the offering, Series Collection Drop 006 will then pay back the note made to acquire the Series Collection Drop 006 Asset.

Series Collection Drop 007

We estimate that the gross proceeds of the offering of Series Collection Drop 007 Interests (including from Series Collection Drop 007 Interests acquired by our manager) will be approximately $20,000 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$200
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$19,000
95.00%
Acquisition and
Storage
$40
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$33
0.17%
 
Estimated Interest on Note⁽³⁾
$0
0.00%
Sourcing Fee⁽⁴⁾
$627
3.14%
Offering Expenses⁽⁵⁾
$0
0.00%
Total Fees & Expenses
$900
4.50%
Working Capital Reserves⁽⁶⁾
$100
0.50%
Total Proceeds
$20,000
100.00%
 
(1)  Our manager acquired the Series Collection Drop 007 Asset for a total cost of $19,000. On August 17, 2021, we acquired the Series Collection Drop 007 Asset from our manager in exchange for the note described below. In the case of the Series Collection Drop 007 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  The promissory note does not bear interest.
(4)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 007 Asset in an amount equal to 3.14% of the gross offering proceeds.
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(5)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 007 Interests.
(6)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
On August 17, 2021, we acquired the Series Collection Drop 007 Asset from our manager in exchange for a note in the original principal amount of $19,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. Full documentation of the note is included in Exhibit 6.22 to the offering statement of which this offering circular forms a part.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 007 Interests will be distributed to the account of Series Collection Drop 007. Upon final closing of the offering, Series Collection Drop 007 will then pay back the note made to acquire the Series Collection Drop 007 Asset.

Series Collection Drop 008

We estimate that the gross proceeds of the offering of Series Collection Drop 008 Interests (including from Series Collection Drop 008 Interests acquired by our manager) will be approximately $11,200 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$112
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$10,600
94.64%
Acquisition and
Storage
$22
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$19
0.17%
 
Estimated Interest on Note⁽³⁾
$0
0.00%
Sourcing Fee⁽⁴⁾
$347
3.10%
Offering Expenses⁽⁵⁾
$0
0.00%
Total Fees & Expenses
$500
4.46%
Working Capital Reserves⁽⁶⁾
$100
0.89%
Total Proceeds
$11,200
100.00%
 
(1)  Our manager acquired the Series Collection Drop 008 Asset for a total cost of $10,600. On August 17, 2021, we acquired the Series Collection Drop 008 Asset from our manager in exchange for the note described below. In the case of the Series Collection Drop 008 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  The promissory note does not bear interest.
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(4)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 008 Asset in an amount equal to 3.1% of the gross offering proceeds.
(5)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 008 Interests.
(6)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
On August 17, 2021, we acquired the Series Collection Drop 008 Asset from our manager in exchange for a note in the original principal amount of $10,600. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. Full documentation of the note is included in Exhibit 6.25 to the offering statement of which this offering circular forms a part.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 008 Interests will be distributed to the account of Series Collection Drop 008. Upon final closing of the offering, Series Collection Drop 008 will then pay back the note made to acquire the Series Collection Drop 008 Asset.

Series Collection Drop 009

We estimate that the gross proceeds of the offering of Series Collection Drop 009 Interests (including from Series Collection Drop 009 Interests acquired by our manager) will be approximately $10,500 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$105
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$10,000
95.24%
Acquisition and
Storage
$21
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$18
0.17%
 
Estimated Interest on Note⁽³⁾
$0
0.00%
Sourcing Fee⁽⁴⁾
$256
2.44%
Offering Expenses⁽⁵⁾
$0
0.00%
Total Fees & Expenses
$400
3.81%
Working Capital Reserves⁽⁶⁾
$100
0.95%
Total Proceeds
$10,500
100.00%
 
(1)  Our manager acquired the Series Collection Drop 009 Asset for a total cost of $10,000. On August 19, 2021, we acquired the Series Collection Drop 009 Asset from our manager in exchange for the note described below. In the case of the Series Collection Drop 009 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
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(3)  The promissory note does not bear interest.
(4)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 009 Asset in an amount equal to 2.44% of the gross offering proceeds.
(5)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 009 Interests.
(6)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
On August 19, 2021, we acquired the Series Collection Drop 009 Asset from our manager in exchange for a note in the original principal amount of $10,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. Full documentation of the note is included in Exhibit 6.28 to the offering statement of which this offering circular forms a part.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 009 Interests will be distributed to the account of Series Collection Drop 009. Upon final closing of the offering, Series Collection Drop 009 will then pay back the note made to acquire the Series Collection Drop 009 Asset.

Series Collection Drop 010

We estimate that the gross proceeds of the offering of Series Collection Drop 010 Interests (including from Series Collection Drop 010 Interests acquired by our manager) will be approximately $25,300 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$253
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$24,000
94.86%
Acquisition and
Storage
$50
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$42
0.17%
 
Estimated Interest on Note⁽³⁾
$0
0.00%
Sourcing Fee⁽⁴⁾
$855
3.38%
Offering Expenses⁽⁵⁾
$0
0.00%
Total Fees & Expenses
$1,200
4.74%
Working Capital Reserves⁽⁶⁾
$100
0.40%
Total Proceeds
$25,300
100.00%
 
(1)  Our manager acquired the Series Collection Drop 010 Asset for a total cost of $24,000. On August 19, 2021, we acquired the Series Collection Drop 010 Asset from our manager in exchange for the note described below. In the case of the Series Collection Drop 010 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
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(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  The promissory note does not bear interest.
(4)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 010 Asset in an amount equal to 3.38% of the gross offering proceeds.
(5)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 010 Interests.
(6)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
On August 19, 2021, we acquired the Series Collection Drop 010 Asset from our manager in exchange for a note in the original principal amount of $24,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. Full documentation of the note is included in Exhibit 6.31 to the offering statement of which this offering circular forms a part.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 010 Interests will be distributed to the account of Series Collection Drop 010. Upon final closing of the offering, Series Collection Drop 010 will then pay back the note made to acquire the Series Collection Drop 010 Asset.

Series Collection Drop 011

We estimate that the gross proceeds of the offering of Series Collection Drop 011 Interests (including from Series Collection Drop 011 Interests acquired by our manager) will be approximately $276,300 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$2,763
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$262,500
95.01%
Acquisition and
Storage
$551
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$461
0.17%
Sourcing Fee⁽³⁾
$9,925
3.59%
Offering Expenses⁽⁴⁾
$0
0.00%
Total Fees & Expenses
$13,700
4.96%
Working Capital Reserves⁽⁵⁾
$100
0.04%
Total Proceeds
$276,300
100.00%
 
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(1)  Our manager is acting as consignee for the Series Collection Drop 011 Asset. Upon closing of the offering, Series Collection Drop 011 will acquire the Series Collection Drop 011 Asset from the consignor for a total cost of $375,000, of which $262,500 will be paid in cash and the remainder of which our manager agreed will be paid in the form of 112,500 of the 388,800 authorized Series Collection Drop 011 Interests. In the case of the Series Collection Drop 011 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 011 Asset in an amount equal to 3.59% of the gross offering proceeds.
(4)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 011 Interests.
(5)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 011 Interests will be distributed to the account of Series Collection Drop 011. Upon final closing of the offering, Series Collection Drop 011 will then pay the consignor to consummate the acquisition of the Series Collection Drop 011 Asset, and the consignor will be issued 112,500 of the 388,800 authorized Series Collection Drop 011 Interests.

Series Collection Drop 012

We estimate that the gross proceeds of the offering of Series Collection Drop 012 Interests (including from Series Collection Drop 012 Interests acquired by our manager) will be approximately $33,700 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$337
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$32,000
94.96%
Acquisition and
Storage
$67
0.20%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$56
0.17%
Sourcing Fee⁽³⁾
$1,140
3.38%
Offering Expenses⁽⁴⁾
$0
0.00%
Total Fees & Expenses
$1,600
4.75%
Working Capital Reserves⁽⁵⁾
$100
0.30%
Total Proceeds
$33,700
100.00%
 
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(1)  Our manager is acting as consignee for the Series Collection Drop 012 Asset. Upon closing of the offering, Series Collection Drop 012 will acquire the Series Collection Drop 012 Asset from the consignor for a total cost of $40,000, of which $32,000 will be paid in cash and the remainder of which our manager agreed will be paid in the form of 8,000 of the 41,700 authorized Series Collection Drop 012 Interests. In the case of the Series Collection Drop 012 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 012 Asset in an amount equal to 3.38% of the gross offering proceeds.
(4)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 012 Interests.
(5)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 012 Interests will be distributed to the account of Series Collection Drop 012. Upon final closing of the offering, Series Collection Drop 012 will then pay the consignor to consummate the acquisition of the Series Collection Drop 012 Asset, and the consignor will be issued 8,000 of the 41,700 authorized Series Collection Drop 012 Interests.

Series Collection Drop 013

We estimate that the gross proceeds of the offering of Series Collection Drop 013 Interests (including from Series Collection Drop 013 Interests acquired by our manager) will be approximately $38,100 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$381
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$36,165
94.92%
Acquisition and
Storage
$0
0.00%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$64
0.17%
Sourcing Fee⁽³⁾
$1,390
3.65%
Offering Expenses⁽⁴⁾
$0
0.00%
Total Fees & Expenses
$1,835
4.82%
Working Capital Reserves⁽⁵⁾
$100
0.26%
Total Proceeds
$38,100
100.00%
 
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(1)  Our manager is acting as consignee for the Series Collection Drop 013 Asset. Upon closing of the offering, Series Collection Drop 013 will acquire the Series Collection Drop 013 Asset from the consignor for a total cost of $36,165. In the case of the Series Collection Drop 013 Asset, the asset seller is Michael Karnjanaprakorn, the CEO and a director of our manager. Mr. Karnjanaprakorn purchased the Series Collection Drop 013 Asset for $36,165, the same price to be paid by Series Collection Drop 013. Accordingly, the price has been determined by arms-length bargaining, and does not favor Mr. Karnjanaprakorn. Mr. Karnjanaprakorn will realize no profit on the sale.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 013 Asset in an amount equal to 3.65% of the gross offering proceeds.
(4)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 013 Interests.
(5)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 013 Interests will be distributed to the account of Series Collection Drop 013. Upon final closing of the offering, Series Collection Drop 013 will then pay the consignor to consummate the acquisition of the Series Collection Drop 013 Asset.

Series Collection Drop 014

We estimate that the gross proceeds of the offering of Series Collection Drop 014 Interests (including from Series Collection Drop 014 Interests acquired by our manager) will be approximately $197,400 assuming the full amount of the offering is sold, and will be used in the following order of priority of payment:
 
Uses
 
 
Dollar Amount
Percentage of Gross Cash Proceeds
Brokerage Fee
$1,974
1.00%
Cash Portion of the Asset Cost⁽¹⁾
$187,500
94.98%
Acquisition and
Storage
$0
0.00%
Operating Expenses⁽²⁾
Shipping & Transportation
$0
0.00%
 
Insurance
$330
0.17%
Sourcing Fee⁽³⁾
$7,496
3.80%
Offering Expenses⁽⁴⁾
$0
0.00%
Total Fees & Expenses
$9,800
4.96%
Working Capital Reserves⁽⁵⁾
$100
0.05%
Total Proceeds
$197,400
100.00%
 
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(1)  Our manager is acting as consignee for the Series Collection Drop 014 Asset. Upon closing of the offering, Series Collection Drop 014 will acquire the Series Collection Drop 014 Asset from the consignor for a total cost of $375,000, of which $187,500 will be paid in cash and the remainder of which our manager agreed will be paid in the form of 187,500 of the 384,900 authorized Series Collection Drop 014 Interests. In the case of the Series Collection Drop 014 Asset, the asset seller is not an affiliate of our company, our manager or any of their respective officers or directors.
(2)  To the extent that Acquisition Expenses are lower than anticipated, any overage would be maintained in an operating account for future Operating Expenses.
(3)  Our asset manager will be paid a Sourcing Fee as compensation for sourcing the Series Collection Drop 014 Asset in an amount equal to 3.8% of the gross offering proceeds.
(4)  Our manager has assumed and will not be reimbursed for Offering Expenses in connection with the offering of Series Collection Drop 014 Interests.
(5)  Represents cash reserves that will be maintained in an operating account to cover unanticipated Operating Expense that may arise during the holding period, or to be used for other general corporate or working capital purposes.
Upon the closing of the offering, proceeds from the sale of the Series Collection Drop 014 Interests will be distributed to the account of Series Collection Drop 014. Upon final closing of the offering, Series Collection Drop 014 will then pay the consignor to consummate the acquisition of the Series Collection Drop 014 Asset, and the consignor will be issued 187,500 of the 384,900 authorized Series Collection Drop 014 Interests.
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THE UNDERLYING ASSETS
 
The discussions contained in this offering circular relating to the underlying assets; their related artists, designers and/or makers; and their related industries are taken from third-party sources that we believe to be reliable, and we believe that the information from such sources contained herein is reasonable, and that the factual information is fair and accurate.
 
 
Insurance
We work with insurance broker, DeWitt Stern, and our carrier, Aspen American Insurance Company, to insure all physical assets during both transport and storage.
There is currently no insurance available for NFTs, but we are working with our broker to eventually secure a standalone NFT policy. Presently, our manager self-insures underlying NFTs on behalf of our company, as set forth in the asset management agreement between our manager and each series holding an NFT. Our manager agrees to fully insure underlying NFTs against any and all losses due to fraudulent or accidental transactions (including due to theft) or our manager’s negligence (e.g., inability to access or recover the wallet due to loss of the 12-word MetaMask seed phrase or a segment thereof).
Storage
Our manager currently leases space in purpose-built, secure, temperature-controlled storage facilities in New York and Oregon for the purposes of storing the underlying physical assets in a highly controlled environment, other than when any such asset is being utilized for marketing or similar purposes.
Underlying NFTs are stored by our manager using commercially reasonable measures in a MetaMask wallet. The 12-word MetaMask seed phrase which secures the wallet was split into two six-word segments and saved as handwritten copies only (no digital copy, and not digitally created), with one segment held by the CEO of our manager in a vault in North Carolina and the other held by the General Counsel of our manager in a vault in New York. Presently, only the CEO of our manager has access to the wallet on a device under his control, and the wallet is accessible via “memorable password” saved as a handwritten copy only. Should this password be lost, the wallet can be recovered using the full 12-word seed phrase.
Depreciation
We treat art, collectible assets and NFTs as collectibles, and therefore, we will not depreciate or amortize the underlying assets going forward. We may depreciate or amortize any hardware or other equipment used in connection with the display or maintenance of the underlying assets.
 
The Series Collection Drop 006 Asset
Summary Overview
Series Collection Drop 006 has purchased a pair of 1985 Nike Air Jordan 1 “Red Metallic” sneakers (which we refer to as the Series Collection Drop 006 Asset).
    The Shoes: The “Red Metallic” colorway was one of the seven metallic colorways for the Nike Air Jordan 1 released in 1985. Despite being released more than 35 years ago, each of the Series Collection Drop 006 Asset sneakers is in brand new, deadstock condition.
    Scarcity: While exact production numbers are unknown, finding deadstock pairs of any 1985 Air Jordan 1 is extremely rare due to pairs being worn or improperly stored over the last 35+ years.
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    Cultural Significance: Michael Jordan and the Air Jordan brand are the foundation of modern sneaker culture. “Jordans” are as much a shoe as they are a social currency, embodying the cultural definition of “cool.” The Air Jordan 1 is a particularly special shoe considering it was the first signature shoe that resulted from the historic, multi-billion-dollar partnership between Nike and Jordan. The Air Jordan 1 is still considered by many collectors to be the best sneaker silhouette of all time.
    Recent Comparable Sales: Due to the scarcity of these sneakers, there are no recent direct comparable sales as of August 2021; a non-deadstock (used) pair in poor condition sold for $8,500 in June 2021), and a non-deadstock (used) “Orange Metallic” pair sold at auction for $18,750 in July 2021.
Specifications
Brand
Nike
Asset
Air Jordan 1 “Red Metallic” sneakers
Colorway
“Red Metallic”
Size
9
Condition
Deadstock
Release Date
1985
Purchased From
Private Collector
Purchased For
$15,000
Year Purchased
2021
 
The Sneakers
The Nike Air Jordan 1 is the sneaker that started it all. Originally released in 1985 as Michael Jordan’s first signature sneaker, the Air Jordan 1 helped pave the way for the most popular sneaker franchise of all time. The “Red Metallic” pair is one of the most elusive colorways released, and the Series Collection Drop 006 Asset sneakers are in brand new, deadstock condition.
Market Assessment
Sneaker resale is now estimated to be a $2 billion market, according to Cowen & Co estimates. It is estimated to triple over the next several years, reaching more than $6 billion by 2025.
Market demand for collectible sneakers is typically contingent on retailers’ decisions to restock sneakers or release similar editions. As a limited edition release, the shoes comprising the Series Collection Drop 006 Asset have not seen retro iterations since their initial release.
Supply for the sneakers constituting the Series Collection Drop 006 Asset is scarce, and scarcer in deadstock condition.
Condition Report
The sneakers are deadstock, meaning that they have never been worn and are in excellent condition. Authenticity is verified by looking at the model number.
Ownership and Pricing History
We purchased the Series Collection Drop 006 Asset sneakers from a private collector. Prior ownership and pricing history of the sneakers constituting the Series Collection Drop 006 asset is unknown.
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The Series Collection Drop 007 Asset
Summary Overview
Series Collection Drop 007 has purchased a first-generation, sealed Apple iPod 5GB M8513LL/A (which we refer to as the Series Collection Drop 007 Asset).
    The iPod: The Series Collection Drop 007 Asset original iPod is from the earliest production in 2001, brand new, factory-sealed in its original box. The Series Collection Drop 007 Asset is model number M8513LL/A, designed for North American markets.
    Scarcity: As of 2017, Apple announced that it had sold more than 400 million iPods worldwide. That same year, Apple announced that their flagship product would be discontinued as they prioritized the integration with the iPhone. While the number of brand new, first-generation iPods is unknown, only around 600,000 were sold in the first year, and the vast majority of them were used immediately.
    Cultural Significance: In 2001, Apple announced the iPod, a device that promised to “put 1,000 songs in your pocket.” What resulted was a mass adoption that would change the way we interact with music forever. Leading innovation for other devices like the iPhone, the iPod is one of the most critically important hardware innovations of the 21st century.
    Recent Comparable Sales: Due to the scarcity of factory-sealed original iPods, there are few direct comparables; as of August 2021, the most recent sale was for $22,000 in June 2021.
Specifications
Brand
Apple
Model
iPod 5GB M8513LL/A
Production Year
2001
Condition
New and factory sealed
Purchased From
Private Collector
Purchased For
$19,000
Year Purchased
2021
 
The Device
Demand for the most influential Apple products is strong. The first-generation iPod from 2001 is the original device that changed the music landscape forever.
Market Assessment
The market for collectibles reached more than $370 billion in 2020. Within the broader collectibles market, the market for collectible hardware and technology products is still nascent, with no major grading authority. Developments of these sorts may help the subcategory establish a stronger foothold.
Condition Report
The Series Collection Drop 007 Asset is brand new and factory-sealed in its original box.
Ownership and Pricing History
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The Series Collection Drop 007 Asset was purchased from a private collector. The prior specific ownership and pricing history of the Series Collection Drop 007 Asset is unknown.
The Series Collection Drop 008 Asset
Summary Overview
Series Collection Drop 008 has purchased an AFA 85-graded 1978 Kenner Star Wars Darth Vader “12-A SKU on Figure Stand” toy (which we refer to as the Series Collection Drop 008 Asset).
    The Toy: The Series Collection Drop 008 Asset 1978 Darth Vader toy was amongst the very first Kenner Star Wars action figures to be released. The "12-A" refers to the original 12 toys released in the inaugural set. However, even within the 12-A classification, there are multiple variations. This "SKU on Figure Stand" variation refers to the SKU being written on the bottom of the action figure itself, indicating it was amongst the earliest batches of toys produced.
    Scarcity: AFA has graded only 15 1978 Kenner Darth Vader “SKU variation” toys in total, only five of which have been graded as an AFA 85, and only one of which has been graded higher.
    Cultural Significance: The first Star Wars film, “Episode IV: A New Hope,” was released in 1977. The tale of a galaxy far, far away had an astronomical impact on popular culture, paving the way for the most popular sci-fi movies in history. As of 2020, Lucas Films has released a total of 11 movies, valuing the Star Wars franchise above $70B.
    Recent Comparable Sales: As of August 2021, the most recent sale of an AFA 85-graded 1978 Kenner Star Wars Darth Vader “12-A SKU on Figure Stand” toy was for $2,360 in November 2019; a lower-graded AFA 80-graded copy sold for $2,240 in May 2021, and we typically see a 4-5x multiplier between AFA 80 and AFA 85; and a rarer 1978 Kenner Star Wars Darth Vader double-telescoping lightsaber variation sold at auction $64,900 in March 2018.
Specifications
Toy
Kenner Star Wars Darth Vader “12-A SKU on Figure Stand”
Production Year
1978
AFA Grade
85
Purchased From
eBay
Purchased For
$10,600
Year Purchased
2021
 
The Toy
Demand for early variations of vintage toys is strong. The rare 1978 Kenner Darth Vader “SKU variation” was among the first official Star Wars toys ever released.
Market Assessment
With the advent of nostalgia collecting, toys hold a special place in the position of many people’s hearts. Through a throwback to childhood collecting, the market has grown thanks to the liquidity that online marketplaces provide. The Star Wars franchise has had a global appeal for years, which creates a large and global market for buying and selling the toys.
Condition Report
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The Series Collection Drop 008 Asset is an Action Figure Authority (“AFA”) 85-graded toy. There are 5 AFA 85-graded 1978 Kenner Star Wars Darth Vader “12-A SKU on Figure Stand” toys in circulation.
Ownership and Pricing History
The Series Collection Drop 008 Asset was purchased from eBay. Prior ownership and pricing history of the Series Collection Drop 008 Asset is unknown.
The Series Collection Drop 009 Asset
Summary Overview
Series Collection Drop 009 has purchased a pair of Jay-Z collaboration Nike Air Force 1 “All Black Everything” for HOV Charity “France” sneakers (which we refer to as the Series Collection Drop 009 Asset).
    The Shoes: In 2010, to celebrate the World Basketball Festival, Jay-Z partnered with Nike to release five sneakers that represented each country participating in the festival: the United States, France, China, Brazil and Puerto Rico. Labeled as “All Black Everything,” each pair is unique in its design (materials and country-related motifs), with two pairs made per participating country. The Series Collection Drop 009 Asset sneakers are one of only two “France” pairs made (and one of 10 in terms of the entire collection), size US 12 and in brand new, deadstock condition.
    Cultural Significance: Nike’s Air Force 1 sneaker stands as one of the pillars of modern sneaker culture. Designed in 1982 by Bruce Kilgore, the basketball-focused shoe was quickly adopted by the New York hip-hop scene in the 1990s and 2000s. With cosigns and collaborations from legends like Jay-Z, Fat Joe and DJ Clark Kent, the Air Force 1 became a critically important piece of cultural history. 39 years later, the Air Force 1 is still a mainstay in Nike’s sneaker offerings.
    Recent Comparable Sales: Due to the scarcity of these sneakers, there are no direct comparable sales as of August 2021 for a “France” pair; 370 Markets LLC d/b/a Rares purchased one “Brazil” pair and one “China” pair for $14,000 total in 2020. When initially auctioned off for charity in 2010, a complete set of the five pairs sold for $45,000 ($9,000 per pair).
Specifications
Brand
Nike
Asset
Jay-Z collaboration Air Force 1 “All Black Everything” for HOV Charity sneakers
Colorway
“France”
Size
US 12
Condition
Deadstock
Release Date
2010
Purchased From
Private Collector
Purchased For
$10,000
Year Purchased
2021
 
The Sneakers
The 2000s were the golden era for sneakers, particularly the Nike Air Force 1. In 2010, Nike produced just 10 pairs of sneakers in collaboration with Jay-Z’s HOV Charity to celebrate the 2010 World Basketball Festival.
Market Assessment
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Sneaker resale is now estimated to be a $2 billion market, according to Cowen & Co estimates. It is estimated to triple over the next several years, reaching more than $6 billion by 2025.
Market demand for collectible sneakers is typically contingent on retailers’ decisions to restock sneakers or release similar editions. As an extremely limited edition release, the shoes comprising the Series Collection Drop 009 Asset have not seen retro iterations since their initial release.
Supply for the sneakers constituting the Series Collection Drop 009 Asset is extremely scarce, and scarcer in deadstock condition.
Condition Report
The sneakers are deadstock, meaning that they have never been worn and are in excellent condition. Authenticity is verified by looking at the model number.
Ownership and Pricing History
We purchased the Series Collection Drop 009 Asset sneakers from a private collector. Prior ownership and pricing history of the sneakers constituting the Series Collection Drop 009 asset is unknown.
The Series Collection Drop 010 Asset
Summary Overview
Series Collection Drop 010 has purchased an Art Blocks NFT by Snowfro titled Chromie Squiggle #524 (which we refer to as the Series Collection Drop 010 Asset).
    The NFT: Chromie Squiggles is an Art Blocks project that creates generative art NFTs. One of the first to be minted of 9,193 produced (of a possible 10,000), the Series Collection Drop 010 Asset NFT, Chromie Squiggle #524, includes a unique color and shape.
    The Platform: Art Blocks is a generative art platform that allows collectors to mint tokens without actually knowing what they will get until it’s minted. The artist writes code that is plugged into the platform, which generates different combinations of the variables at random.
    Recent Sales: Chromie Squiggle #524 recently sold for $29,531 (9.4 ETH) in August 2021 and for $911 (0.63 ETH) in February 2021.
    Project ATH: In August 2021, Chromie Squiggle #3784, a “HyperRainbow” variation (0.35% of total supply), sold for 750 ETH, equivalent to $2.44M at the time of purchase, establishing a record high sale for the Chromie Squiggle market.
    Smart Contract Terms: No license is included with the purchase of the NFT, which we do not believe either positively or negatively impacts the value or use of the NFT, and the NFT is freely transferable.
Specifications
Platform
Art Blocks
Artist
Snowfro
Project
Chromie Squiggle
Number
#524
Release Year
2021
Purchased From
Private Collector
63

Purchased For
$24,000
Year Purchased
2021
 
The NFT
Art Blocks is the world's first platform dedicated to decentralized generative art NFTs, started by artist Snowfro. Chromie Squiggles by Snowfro was the first project on Art Blocks.
Market Assessment
The NFT market is still in its very early stages but grew significantly in the first quarter of 2021 with hundreds of millions of dollars in sales. NFTs hit the mainstream after digital artist Beeple sold an NFT through Christie’s for more than $65M.
Ownership and Pricing History
We purchased the NFT constituting the Series Collection Drop 010 Asset from a private collector. Prior ownership and pricing history of the NFT constituting the Series Collection Drop 010 Asset is visible on the blockchain and on OpenSea.
The Series Collection Drop 011 Asset
Summary Overview
Upon closing of a successful offering of Series Collection Drop 011 Interests, Series Collection Drop 011 will purchase a 9.6 A+ Wata-graded Super Mario 64 game (which we refer to as the Series Collection Drop 011 Asset).
    Asset: Super Mario 64 sits near the center of the Super Mario franchise having just recently set a category all-time-high for a 9.8 A++ Wata-graded copy. Accessible, extremely playable, globally recognizable and foundational for 3D gameplay, a sealed Super Mario 64 in this high of a grade is getting harder and harder to come by and therefore increasingly coveted. This copy is a “non-Player’s Choice” variant.
    Scarcity: While the exact population of the game is unknown, we are aware of two copies (including the Series Collection Drop 011 Asset) at a Wata 9.6 grade. The next-highest graded copy of the “non-Player’s Choice” variant that sold publicly was a 9.4 A+ Wata-graded copy sold in January 2021.
    Cultural Significance: Super Mario 64 is a cornerstone game in Nintendo’s biggest franchise and is in grail territory having sold the most copies of any game in the Nintendo 64 catalogue at 11.9M.
    Recent Comparable Sales: While there have been no recent public sales of a a 9.6 A+ Wata-graded “non-Player’s Choice” variant game as of September 2021, the most comparable sale is a 9.8 A++ Wata-graded copy sold in July 2021 for $1.56M, which sale set an all-time-high for the game.
Specifications
Title
Super Mario 64
Game Type
Nintendo 64
Release Year
1996
Wata Grade
9.6
Seal Grade
A+
Consignor
Private Collector
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Consignment Price
$375,000
Year Consigned
2021
 
The Game
Super Mario is part of one of the most powerful and recognizable franchises in gaming history. Released in 1996, Super Mario 64 for Nintendo 64 debuted 3D gameplay, representing a marked shift in the gaming world and laying the groundwork for significant future innovations in the industry and beyond.
Market Assessment
The factory-sealed video game collecting category has gained significant interest in the past year. We believe that the category is well-positioned for growth as a result of a centralized grading authority (Wata) to vet authenticity and condition and increasing accessibility as more auction houses and resellers start selling games.
Condition Report
The Series Collection Drop 011 Asset is a 9.6 Wata-graded game with a Grade A+ seal. The game is in excellent condition and preserved in a Wata plastic holder.
Ownership and Pricing History
The Series Collection Drop 011 Asset is consigned by a private collector. Prior ownership and pricing history of the Series Collection Drop 011 Asset is unknown.
Consignment Agreement
Our manager is acting as exclusive consignee of the Series Collection Drop 011 Asset pursuant to a consignment agreement entered into with the consignor on August 20, 2021. Pursuant to the agreement, the Series Collection Drop 011 Asset is consigned with our manager for a three-month period for $375,000. At the end of the three-month period, the consignor may elect in writing to have the asset returned, at the consignor’s cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. If our manager determines, in its sole discretion, that the value of the asset has changed by 20%, the purchase price for the asset may be deemed adjusted accordingly. If our manager determines, in its sole discretion, that the value of the asset has changed by 50%, the consignor may choose in writing to (a) adjust the purchase price accordingly or (b) terminate the consignment agreement; in the latter case, our manager will return the asset to the consignor, at the consignor’s cost. Our manager is responsible for storage, insurance and other fees while the asset is consigned and bears all risk of loss to the asset from and after the time of delivery of the asset to it, and will carry customary insurance on the cost of the asset. In the event that the minimum number of Series Collection Drop 011 Interests to close the offering are not sold, our manager will return the asset to the consignor. As previously described, upon closing of the offering of Series Collection Drop 011 interests, Series Collection Drop 011 will acquire the Series Collection Drop 011 Asset from the consignor for a total cost of $375,000, of which $262,500 will be paid in cash and the remainder of which will be paid in the form of 112,500 of the 388,800 authorized Series Collection Drop 011 Interests.
The Series Collection Drop 012 Asset
Summary Overview
Upon closing of a successful offering of Series Collection Drop 012 Interests, Series Collection Drop 012 will purchase a 9.4 A+ Wata-graded Metroid game (which we refer to as the Series Collection Drop 012 Asset).
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    Asset: Nintendo Power ranked Metroid, first released in 1987, as the fifth best NES game on its “Best of the Best” list. Known for its graphics and its hero, Samus Aran, Metroid was a groundbreaking and extremely playable game. The Series Collection Drop 012 Asset copy is graded as a Wata 9.4 with an A+ seal.
    Scarcity: While the exact population of the game in high grades is unknown, original, sealed NES sealed games in high grades are getting harder and harder to come by, especially those like Metroid which are now nearly 35 years old.
    Cultural Significance: Metroid for NES was the original game to launch a still-ongoing franchise. Featuring one of the first female heroes in gaming history, not only was Metroid impactful to gaming culture with its graphics and soundtrack, but it also made a significant splash with its story as well.
    Recent Comparable Sales: While there have been no recent public sales of a 9.4 A+ Wata-graded copy as of September 2021, an 8.5 A+ Wata-graded copy sold in July 2021 for $12,000, and we typically see a 3x multiplier from Wata 8.5 to Wata 9.4.
Specifications
Title
Metroid
Game Type
NES
Release Year
1987
Wata Grade
9.4
Seal Grade
A+
Consignor
Private Collector
Consignment Price
$40,000
Year Consigned
2021
 
The Game
Metroid for the Nintendo Entertainment System was the first game released under the Metroid franchise, a mainstay and still ongoing game family in the Nintendo lineup known for its graphics, soundtrack and controls.
Market Assessment
The factory-sealed video game collecting category has gained significant interest in the past year. We believe that the category is well-positioned for growth as a result of a centralized grading authority (Wata) to vet authenticity and condition and increasing accessibility as more auction houses and resellers start selling games.
Condition Report
The Series Collection Drop 012 Asset is a 9.4 Wata-graded game with a Grade A+ seal. The game is in excellent condition and preserved in a Wata plastic holder.
Ownership and Pricing History
The Series Collection Drop 012 Asset is consigned by a private collector. Prior ownership and pricing history of the Series Collection Drop 012 Asset is unknown.
Consignment Agreement
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Our manager is acting as exclusive consignee of the Series Collection Drop 012 Asset pursuant to a consignment agreement entered into with the consignor on September 3, 2021. Pursuant to the agreement, the Series Collection Drop 012 Asset is consigned with our manager for a three-month period for $40,000. At the end of the three-month period, the consignor may elect in writing to have the asset returned, at the consignor’s cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. If our manager determines, in its sole discretion, that the value of the asset has changed by 20%, the purchase price for the asset may be deemed adjusted accordingly. If our manager determines, in its sole discretion, that the value of the asset has changed by 50%, the consignor may choose in writing to (a) adjust the purchase price accordingly or (b) terminate the consignment agreement; in the latter case, our manager will return the asset to the consignor, at the consignor’s cost. Our manager is responsible for storage, insurance and other fees while the asset is consigned and bears all risk of loss to the asset from and after the time of delivery of the asset to it, and will carry customary insurance on the cost of the asset. In the event that the minimum number of Series Collection Drop 012 Interests to close the offering are not sold, our manager will return the asset to the consignor. As previously described, upon closing of the offering of Series Collection Drop 012 interests, Series Collection Drop 012 will acquire the Series Collection Drop 012 Asset from the consignor for a total cost of $40,000, of which $32,000 will be paid in cash and the remainder of which will be paid in the form of 8,000 of the 41,700 authorized Series Collection Drop 012 Interests.
The Series Collection Drop 013 Asset
Summary Overview
Upon closing of a successful offering of Series Collection Drop 013 Interests, Series Collection Drop 013 will purchase an NFT by Larva Labs titled Meebit #12536 (which we refer to as the Series Collection Drop 013 Asset).
    Asset: The Series Collection Drop 013 Asset, Meebit #12536, features 16 attributes, earning it a rarity ranking of #496 according to Rarity Tools (rarity.tools). As with other algorithmically generated NFTs, attributes matter. The attributes include a leather jacket, gold earring, purple headphones, stubble beard, jersey, classic shoes, buzzcut, cargo pants and more. Meebits were originally released by Larva Labs in May 2021 as their third official NFT project. Using algorithmic code to generate each Meebit, no two Meebits were created alike. According to TechCrunch, “as CryptoPunks prices reached stratospheric heights, it seems that even by doubling the total supply (20,000 avatars versus CryptoPunks’ 10,000 figures) Meebits are poised to still be an expensive affair.”
    Scarcity: Each Meebit is entirely unique in its attribute breakdown. Only 62 Meebits have 16 attributes, and only 95/20,000 Meebits feature purple headphones, the rarest attribute of Meebit #12536.
    Category ATH: A rare pig-attribute Meebit sold for $11.7M at Sotheby’s in June 2021.
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    Smart Contract Terms: Use of the Meebits Ethereum-network smart contracts, which allow the acquisition, purchase, sale, ownership and transfer of Meebits, and site, presently located at meebits.larvalabs.com, which allows the viewing of Meebits (which we refer to collectively as the Meebits App), both of which are made available by Meebits LLC, is governed by terms and conditions, presently located at meebits.larvalabs.com/meebits/termsandconditions (last accessed September 20, 2021; these terms and conditions are not incorporated by reference into this offering circular), which include limitations of liability, restrictions, general disclaimers and disclaimers of warranty. The NFT is freely transferable. Meebits LLC retains ownership of all intellectual property rights associated with the Meebits App and Meebits NFTs but grants a limited worldwide, non-exclusive, non-transferable, royalty-free license to use, copy and display the art associated with the NFT, with certain limitations. Meebits LLC also grants a limited, worldwide, non-exclusive, non-transferable license to use, copy and display the art associated with the NFT for the purpose of commercializing physical merchandise, with certain limitations. The terms include further restrictions on use of the art associated with the NFT for which express prior written consent of Meebits LLC is required. Meebits LLC reserves the right to terminate access to all or any part of the Meebits App at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with an account, and disclaims liability for any such suspension or termination. Series Collection Drop 013 agrees to indemnify Meebits LLC and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners from and against any claim, liability, loss, damage (actual and consequential) of any kind or nature, suit, judgment, litigation cost, and attorneys’ fees arising out of or in any way related to (i) breach of the terms, (ii) use or misuse of, or access to, the Meebits App, (iii) misappropriation or infringement of any intellectual property rights or other right of Meebits LLC or any person or entity or (iv) violation of applicable laws, rules or regulations in connection with access to or use of the Meebits App. Meebits LLC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification, in which event Series Collection Drop 013 will assist and cooperate with us in asserting any available defenses. Series Collection Drop 013 agrees to binding arbitration in New York County, New York, under the Arbitration Rules of the American Arbitration Association then in effect. The terms also include a jury trial and class action lawsuit disclaimer. To clarify some of the foregoing, the Series Collection Drop 013 Asset is the NFT itself, not the art or other intellectual property associated with the NFT. By way of example, when someone buys a book, the author retains copyright to the words in the book, so the book purchaser’s use is restricted in certain ways, for example, republishing the text without permission is prohibited. We do not believe the foregoing positively or negatively impacts the value or use of the NFT.
Specifications
Artist
Larva Labs
Collection
Meebits
Number
#12536
Release Year
2021
Consignor
Michael Karnjanaprakorn
Consignment Price
$36,165
Year Purchased
2021
 
The NFT
Originally released in 2021 by Larva Labs, the creator of CryptoPunks, Meebits are the next generation of algorithmically generated NFTs. The 20,000 unique 3D voxel characters have followed the path of their predecessors and are now ranked as one of the top five NFT projects on the Ethereum blockchain.
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Market Assessment
The NFT market is still in its very early stages but grew significantly in the first quarter of 2021 with hundreds of millions of dollars in sales. NFTs hit the mainstream after digital artist Beeple sold an NFT through Christie’s for more than $65M.
Ownership and Pricing History
The Series Collection Drop 013 Asset is consigned by Michael Karnjanaprakorn, the CEO and a director of our manager. Mr. Karnjanaprakorn purchased the Series Collection Drop 013 Asset for $36,165, the same price to be paid by Series Collection Drop 013. Prior ownership history of the NFT constituting the Series Collection Drop 013 Asset is visible on the blockchain, and prior pricing history of the Series Collection Drop 013 Asset is unknown.
Consignment Agreement
Our manager is acting as exclusive consignee of the Series Collection Drop 013 Asset pursuant to a consignment agreement entered into with the consignor on September 15, 2021. Pursuant to the agreement, the Series Collection Drop 013 Asset is consigned with our manager for a three-month period for $36,165. At the end of the three-month period, the consignor may elect in writing to have the asset returned, at the consignor’s cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. If our manager determines, in its sole discretion, that the value of the asset has changed by 20%, the purchase price for the asset may be deemed adjusted accordingly. If our manager determines, in its sole discretion, that the value of the asset has changed by 50%, the consignor may choose in writing to (a) adjust the purchase price accordingly or (b) terminate the consignment agreement; in the latter case, our manager will return the asset to the consignor, at the consignor’s cost. Our manager is responsible for storage, insurance and other fees while the asset is consigned and bears all risk of loss to the asset from and after the time of delivery of the asset to it, and will carry customary insurance on the cost of the asset. In the event that the minimum number of Series Collection Drop 013 Interests to close the offering are not sold, our manager will return the asset to the consignor. As previously described, upon closing of the offering of Series Collection Drop 013 interests, Series Collection Drop 013 will acquire the Series Collection Drop 013 Asset from the consignor for a total cost of $36,165.
Asset-Specific Risk
In addition to the risk factors included in this offering circular, the following risk factor also applies to the Series Collection Drop 013 Asset.
If Meebits LLC found our manager or Series Collection Drop 013 to be in breach of the terms and conditions governing use of the Meebits App, Meebits LLC could terminate our manager’s access to all or any part of the Meebits App, which could result in the decline or complete loss in value of or inability to transfer or sell the Series Collection Drop 013 Asset.
The terms and conditions governing the Meebits App allow Meebits LLC to terminate access to all or any part of the Meebits App at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with an account. This could materially and adversely affect the transfer or sale of the Series Collection Drop 013 Asset. As a result, there can be no assurances that the transfer or storage of the Series Collection Drop 013 Asset will be uninterrupted. This could result in a decline or complete loss in value or the inability to transfer or sell the Series Collection Drop 013 Asset.
The Series Collection Drop 014 Asset
Summary Overview
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Upon closing of a successful offering of Series Collection Drop 014 Interests, Series Collection Drop 014 will purchase an NFT by Larva Labs titled CryptoPunk #2142 (which we refer to as the Series Collection Drop 014 Asset).
    Asset: The Series Collection Drop 014 Asset, CryptoPunk #2142, features four attributes, the combination of which earns it a rarity ranking of #1510 according to Rarity Tools (rarity.tools). As with other algorithmically generated NFTs, attributes matter. The attributes include a vape, a mole, hot lipstick and nerd glasses. CryptoPunks were originally released by Larva Labs in June 2017 drawing inspiration from the British punk scene and the cyberpunk movement. Using algorithmic code to generate each CryptoPunk, no two CryptoPunks were created alike. Therefore, Larva Labs was able to trailblaze scarcity within the blockchain ecosystem, inspiring the ERC-721 standard used for the majority of NFTs today.
    Scarcity: Each CryptoPunk is entirely unique in its attribute breakdown. Only 1,420 CryptoPunks have four attributes, and only 272/10,000 CryptoPunks feature a vape.
    Category ATH: A rare alien-attribute CryptoPunk sold for $11.7M at Sotheby’s in June 2021.
    Smart Contract Terms: No license is included with the purchase of the NFT, which we do not believe either positively or negatively impacts the value or use of the NFT, and the NFT is freely transferable.
Specifications
Artist
Larva Labs
Collection
CryptoPunks
Number
#2142
Release Year
2017
Consignor
Private Collector
Consignment Price
$375,000
Year Purchased
2021
 
The NFT
Originally released in 2017 by Larva Labs, CryptoPunks were the first NFTs ever minted on the Ethereum blockchain. The 10,000 individually created CryptoPunk NFTs, each with their own set of unique attributes, have since rocketed to iconic status in both the digital asset and art worlds as foundational to a new digital medium and genre.
Market Assessment
The NFT market is still in its very early stages but grew significantly in the first quarter of 2021 with hundreds of millions of dollars in sales. NFTs hit the mainstream after digital artist Beeple sold an NFT through Christie’s for more than $65M.
Ownership and Pricing History
The Series Collection Drop 014 Asset is consigned by a private collector. Prior ownership history of the NFT constituting the Series Collection Drop 014 Asset is visible on the blockchain, and prior pricing history of the Series Collection Drop 014 Asset is unknown.
Consignment Agreement
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Our manager is acting as exclusive consignee of the Series Collection Drop 014 Asset pursuant to a consignment agreement entered into with the consignor on September 17, 2021. Pursuant to the agreement, the Series Collection Drop 014 Asset is consigned with our manager for a three-month period for $375,000. At the end of the three-month period, the consignor may elect in writing to have the asset returned, at the consignor’s cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. If our manager determines, in its sole discretion, that the value of the asset has changed by 20%, the purchase price for the asset may be deemed adjusted accordingly. If our manager determines, in its sole discretion, that the value of the asset has changed by 50%, the consignor may choose in writing to (a) adjust the purchase price accordingly or (b) terminate the consignment agreement; in the latter case, our manager will return the asset to the consignor, at the consignor’s cost. Our manager is responsible for storage, insurance and other fees while the asset is consigned and bears all risk of loss to the asset from and after the time of delivery of the asset to it, and will carry customary insurance on the cost of the asset. In the event that the minimum number of Series Collection Drop 014 Interests to close the offering are not sold, our manager will return the asset to the consignor. As previously described, upon closing of the offering of Series Collection Drop 014 interests, Series Collection Drop 014 will acquire the Series Collection Drop 014 Asset from the consignor for a total cost of $375,000, of which $187,500 will be paid in cash and the remainder of which will be paid in the form of 187,500 of the 384,900 authorized Series Collection Drop 014 Interests.
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DESCRIPTION OF BUSINESS
 
Overview
 
We believe that alternative assets have been a cornerstone of wealth accumulation. However, barriers are high and quality access has been limited to a tiny fraction of our global economy. We believe that those who do have access to top quality alternative investments are faced with a lack of transparency, operational overhead and high minimums and fees from established gatekeepers. The costs for investing in this asset class are high and transaction volumes are low with few options for liquidity, resulting in longer holding periods. As a result, the opportunity to build wealth remains inaccessible.
 
The Otis Platform is our proposed solution to this problem. We plan to create a marketplace for investment-grade art and collectibles and to expand our asset classes into other alternative asset classes such as real estate, wine, precious metals, and culture (movies, music royalties, etc.), through one or more affiliated issuers. Our goal is to unlock every type of alternative asset and give investors true uncorrelated, diversification.
 
We plan to target the acquisition of underlying assets ranging in price anywhere from $25,000 to $50,000,000. Some assets may also be below this range. Our mission is to democratize wealth accumulation by providing access, liquidity and transparency.
 
Market Opportunity
 
We believe the overall macroeconomic environment remains favorable for high performing alternative asset classes, including art and collectibles. Interest rates are expected to remain moderate (albeit rising) across most developed economies, and returns in traditional asset classes such as stocks and investment-grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly.
 
Art
 
According to The Art Market Report 2019 by Art Basel and UBS, the size of the global art market in 2019 was roughly $64.1 billion, down 5% year-on-year.  Additionally, the 2020 Knight Frank Wealth Report noted that art as a category appreciated 59% in the last 12 months, and 141% in the last 10 years. Despite its size, the art market is complex and often misunderstood due to its opaque nature. Unlike traditional asset classes such as equities or fixed income, there is a lack of transparency due to limited publicly available data. The market is made and largely executed through private transactions, making it difficult for outsiders to gain insight. We believe there is an opportunity to use our platform to make the market more liquid and transparent for investors of all means and backgrounds. We expect the art market to grow and present unique opportunities moving forward as a result of demand stemming from investors looking for an uncorrelated alternative asset class, an increase in global wealth and the shifting tastes of millennial art collectors.
 
Additionally, we believe that there is an opportunity to capture the shifting tastes of millennial art collectors. The 2018 U.S. Trust Insights on Wealth and Worth survey on wealthy households found that millennials are the fastest growing segment of art collectors, up 8% year-over-year and comprising 36% of total respondents. What makes this generation of collectors different is that they are driven by the role art collecting plays in leveraging future wealth (33% versus 16% of all collectors) and as an asset that can be sold for a quick profit (35% versus 13%). The study also showed the biggest uptick in online art buying among millennials, up 9% to 78%. This is compared to men (42%) and women (36%) who purchased art online in 2018. We believe we are well positioned to benefit from these shifts in millennial collecting.
 
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According to The Contemporary Art Market Report 2019 by Artprice, global auction turnover reached $1.89 billion (doubling in the last 10 years), the volume of transactions grew by 6.8% with 71,400 lots sold, the global unsold rate remained stable at 39% and the price index of contemporary art increased by 22%. 
 
Sneakers
 
According to a recent research report by Cowen Equity Research, the U.S. sneaker market is currently valued at $21.2 billion, and the overall global sneaker market is nearing $100 billion. Sneaker resale is now estimated to be a $2 billion market, according to Cowen & Co estimates. It is projected to triple over the next several years, reaching more than $6 billion by 2025.
 
A few causes can be attributed to the global popularization of the sneaker resale market. Most notably, brands generate artificial scarcity by keeping supply far below demand through limited edition drops. This hype has been boosted by celebrity-driven endorsement culture and more collaborations with celebrities, artists, high fashion designers and tastemakers to produce limited edition sneakers to the public. A select few examples of collaborations between shoe companies and tastemakers include Jordan 4 Retro KAWS Black, “The Ten” by Virgil Abloh’s Off-White, Travis Scott x Air Jordan 4 Cactus Jack, adidas x Pharrell Williams blue Human Body NMD and countless others. While some of these shoes may retail in the $100-$200 range, they just as easily appear on the secondary market at a 100x multiple. As an example, the Nike Dunk SB Low Staple “NYC Pigeon” originally retailed in Nike stores for $200 and was last sold on StockX for $13,500 on July 9, 2019. This growth in the sneaker market may also be attributed to the rise of streetwear as well as the rise of the “Hypebeast” community in mainstream culture. Strengthened by increased artistic collaborations as well as promotions by influencers and celebrities, the rise of streetwear is further propelled by social media and pop culture. This greater exposure to streetwear and the Hypebeast community through these digital channels has led to increased adoption into the mainstream, especially by an increasingly digitally native consumer. With the rise of streetwear and Hypebeast culture, the “sneakerhead” community has grown immensely, growing the #sneakerhead hashtag to over 17 million posts on Instagram.
 
Streetwear and Supreme
 
Streetwear is a growing market. In a 2018 report, Bain & Company again highlighted streetwear as a growth driver for the luxury sector. And, according to the inaugural Streetwear Impact Report - 001 published by Hypebeast and PwC, over 78% of 3,200 respondents voted for Supreme as the brand that represents streetwear the most. Supreme was followed by Nike, Off-White, Adidas, BAPE and Stussy. According to the 2019 True Luxury Global Consumer Insights report published by BCG and Altagamma, the top two key trends in the luxury global consumer market were collaborations and buying second-hand. The value of collaborations reached 90% awareness amongst buyers, driven by Millennials and Gen Z-ers, and the top purchased collaboration overall was Supreme x Louis Vuitton.
 
The Supreme brand caters to youth “Hypebeast” culture, specifically the skate, hip hop and rock cultures. Since its inception, Supreme has morphed from a brick-and-mortar hangout for downtown skate kids to a cult global brand whose eclectic output rivals that of some of the world's most elite fashion brands. The company functions by making limited amounts of product and “drops” them at designated times of the year, generating buzz, hype and exclusivity around the brand. They are perhaps best known for their wide reaching and prolific original collaborations with iconic fashion brands such as Nike SB, Vans, Air Jordan and others. Beyond their retail collaborations, the brand collaborates with a diverse and expansive range of edgy musicians and artists.
 
Comics
 
The comic book industry flourished within the pop culture arena of the 1930s due to the popularity of superhero characters such as Superman, Batman and Captain Marvel. Since the 1960s, two publishers have primarily dominated the American comic book industry: Marvel Comics, the publisher of comics featuring Spider-Man, X-Men and Fantastic Four; and DC Comics, which publishes comics featuring Superman, Batman and Wonder Woman. According to a joint report by Comichron and ICv2, the comic book market reached a height of $1.1 billion in 2018, up $80 million from the previous year.
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Comics are a unique collectibles category because of the large amounts of data available on pricing, quantity and condition of certain vintage comic books. The industry is heavily tracked by databases, including Comics Price Guide, GoCollect and GPAnalysis, all of which provide information on fair market value, scarcity and quality. The increased popularity of online auctioning services like eBay and Heritage Auctions for buying and selling comic books has similarly greatly increased the visibility of actual comic book sale prices, leading to improved price guide accuracy, particularly for online price guides.
 
As such, we believe the collectible vintage comic book market will grow from its accessibility and transparency. Comic book collectors collect for several possible reasons, including appreciation, nostalgia, financial profit and completion of the collection. Macro trends exist today that may fuel the popularity of comic books. One trend is the steady remakes of Marvel comics, including Black Panther, The Avengers, Captain Marvel and others, into blockbuster movies. Further, The Walt Disney Company’s acquisition of Twenty First Century Fox brings in unique opportunities for Fox characters like X-Men, Deadpool and Fantastic Four to now be absorbed into the Marvel universe, which would further fuel the popularization of traditional comic book characters.
 
We believe that the opportunity for vintage comic books remains strong and the overall macroeconomic environment remains favorable for high performing alternative asset classes, including art and collectibles. Interest rates are expected to remain moderate (albeit rising) across most developed economies, and returns in traditional asset classes such as stocks and investment-grade bonds may remain volatile. In addition to the increased transparency generally across alternative asset classes, we believe that these factors will support the trend for investors to seek returns in alternative assets, which will continue to make these a more permanent component of investment strategies broadly.
 
NFTs
The NFT market is still in its very early stages but grew significantly in the first quarter of 2021 with hundreds of millions of dollars in sales. NFTs hit the mainstream after digital artist Beeple sold an NFT through Christie’s for more than $65M. The sale being facilitated by a major auction house represents a level of acceptance that had not previously been seen.
Established names are also entering the space. The NBA partnered with Dapper Labs, Inc. to release “moments,” NFTs representing individual, licensed clips of NBA game footage. Artists Takashi Murakami and Shepard Fairey released NFT-based artworks in March 2021, and established gallery Almine Rech launched a first-time collaboration with Nifty Gateway and artist César Piette.
As such, we believe the market for NFTs, and digital assets generally, will grow from household names entering the space and its accessibility and transparency through the blockchain. Additionally, the overall macroeconomic environment is favorable for high-performing digital asset classes, from cryptocurrencies like Bitcoin to NFTs.
Video Games
The factory-sealed video game collecting category has gained significant interest in the past year. The market size has not been quantified, but prices are rising – a 9.8 A++ Wata-graded Super Mario 64 game sold in July 2021 for $1.56M.
We believe that the category is well-positioned for growth as a result of a centralized grading authority (Wata) to vet authenticity and condition and increasing accessibility as more auction houses and resellers start selling games.
Our Business
 
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An investment in a series represents an investment in that particular series and thus indirectly in the underlying asset related to such series, and does not represent an investment in our company or our manager generally. We do not anticipate that any series will own any assets other than the assets related to that series described under “The Underlying Assets.”  However, we expect that the operations of our company, including the creation of additional series and their acquisition of additional assets, will benefit investors by enabling each series to benefit from economies of scale.
 
We anticipate that our core competency will be the identification, acquisition, marketing and management of investment-grade art and other collectibles for the benefit of the investors. The Otis Platform aims to provide:
 
 
investors with access to alternative assets for investment, portfolio diversification and secondary market liquidity for their interests (although a secondary market does not currently exist and there can be no guarantee that a secondary market will ever develop or that appropriate registrations to permit such secondary trading will ever be obtained);
 
 
asset sellers with greater market transparency and insights, lower transaction costs, increased liquidity, a seamless and convenient sale process, portfolio diversification and the ability to retain minority equity positions in assets via the retention of equity interests in offerings conducted through the Otis Platform; and
 
 
all Otis Platform users with a premium, highly curated, engaging experience.
 
All Otis Platform users and others are provided with opportunities to engage with the art and collectibles in our collection through a diverse set of tangible interactions with assets on the platform and unique collective ownership experiences.
 
Our objectives are to become the leading marketplace for investing in art, collectibles and other alternative assets; through the Otis Platform, to provide investors with financial returns commensurate with returns in the art, collectibles and other alternative assets industries; to provide experiential and social benefits comparable to those of a world-class collector; and to manage the collection in a manner that provides exemplary care to the assets and offers potential returns for investors.
 
Our Manager
 
The operating agreement designates our manager as the managing member of our company.  Our manager will generally not be entitled to vote on matters submitted to the holders of our interests.  Our manager will not have any distribution, redemption, conversion or liquidation rights by virtue of its status as manager.
 
The operating agreement further provides that our manager, in exercising its rights in its capacity as the managing member, will be entitled to consider only such interests and factors as it desires, including its own interests, and will have no duty or obligation (fiduciary or otherwise) to give any consideration to any interest of or factors affecting our company, any series or any of the interest holders and will not be subject to any different standards imposed by the operating agreement, the LLC Act or under any other law, rule or regulation or in equity. In addition, the operating agreement provides that our manager will not have any duty (including any fiduciary duty) to our company, any series or any of the interest holders.
 
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In the event our manager resigns as managing member of our company, the holders of a majority of all interests of our company may elect a successor managing member. Holders of interests in each series have the right to remove our manager as manager of our company, by a vote of two-thirds of the holders of all interests in each series (excluding our manager), in the event our manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company. If so convicted, our manager shall call a meeting of all of the holders of interests in every series within 30 calendar days of such non-appealable judgment at which the holders may vote to remove our manager as manager of our company and each series. If our manager fails to call such a meeting, any interest holder will have the authority to call such a meeting. In the event of its removal, our manager shall be entitled to receive all amounts that have accrued and are due and payable to it. If the holders vote to terminate and dissolve our company (and therefore each series), the liquidation provisions of the operating agreement shall apply (as described in “Securities Being Offered—Liquidation Rights”). In the event our manager is removed as manager of our company, it shall also immediately cease to be manager of each series. 
 
See “Directors, Executive Officers and Significant Employees” for additional information regarding our manager.
 
Affiliated Issuers
 
As previously noted, the Otis Platform may involve one or more affiliated issuers. We acknowledge that the $75 million annual limit for offerings under Rule 251(a)(2) (Tier 2) of Regulation A will be aggregated between any affiliated issuers with substantially similar business plans and have not adopted this structure to avoid such limit. We and our manager do not believe there to be a difference in the assets we are acquiring and holding versus those being acquired and held by an affiliated issuer, Otis Gallery LLC (which we refer to as our affiliate), for which our manager is also the manager. The assets being acquired and held by both are as previously described, and, as previously noted, an investment in a series of our company or in a series of our affiliate represents an investment in that particular series and thus indirectly in the underlying asset related to such series and does not represent an investment in our company, our affiliate or our manager generally. See “Risk Factors.” Therefore, we believe there to be no risks or benefits of investing in the different offerings related solely to the existence of affiliated issuers and no material differences between the affiliated issuers.
 
Advisory Board
 
Our manager intends to assemble an expert network of advisors with experience in relevant industries to serve on the Advisory Board to assist our manager in identifying and acquiring the art, collectibles and other alternative assets, to assist our asset manager in managing the underlying assets and to advise our manager and certain other matters associated with our business and the various series.
 
The members of the Advisory Board will not be managers or officers of our company or any series and will not have any fiduciary or other duties to the interest holders of any series.  
 
Operating Expenses
 
Each series will be responsible for the following costs and expenses attributable to the activities of our company related to such series (we refer to these as Operating Expenses):
 
 
any and all fees, costs and expenses incurred in connection with the management of our underlying assets, including import taxes, income taxes, storage (including property rental fees should our manager decide to rent a property to store a number of underlying assets), security, valuation, custodial, marketing and utilization of the underlying assets;
 
 
any fees, costs and expenses incurred in connection with preparing any reports and accounts of each series, including any blue sky filings required in order for a series to be made available to investors in certain states and any annual audit of the accounts of such series (if applicable) and any reports to be filed with the Commission;
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any and all insurance premiums or expenses, including directors and officer’s insurance of the directors and officers of our manager or asset manager, in connection with the underlying assets;
 
 
any withholding or transfer taxes imposed on our company or a series or any interest holders as a result of its or their earnings, investments or withdrawals;
 
 
any governmental fees imposed on the capital of our company or a series or incurred in connection with compliance with applicable regulatory requirements;
 
 
any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against our company, a series or our asset manager in connection with the affairs of our company or a series;
 
 
the fees and expenses of any administrator, if any, engaged to provide administrative services to our company or a series;
 
 
all custodial fees, costs and expenses in connection with the holding of an underlying asset;
 
 
any fees, costs and expenses of a third-party registrar and transfer agent appointed by our managing member in connection with a series;
 
 
the cost of the audit of the annual financial statements of our company or a series and the preparation of tax returns and circulation of reports to interest holders;
 
 
any indemnification payments;
 
 
the fees and expenses of counsel to our company or a series in connection with advice directly relating to its legal affairs;
 
 
the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by our managing member in connection with the operations of our company or a series; and
 
 
any similar expenses that may be determined to be Operating Expenses, as determined by our managing member in its reasonable discretion.
 
Our manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the initial closing of each offering. Our manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the underlying assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the underlying assets).
 
If the Operating Expenses exceed the amount of revenues generated from an underlying asset and cannot be covered by any Operating Expense reserves on the balance sheet of such underlying asset, our manager may (a) pay such Operating Expenses and not seek reimbursement, (b) loan the amount of the Operating Expenses to the applicable series, on which our manager may impose a reasonable rate of interest, and be entitled to the Operating Expenses Reimbursement Obligation(s), and/or (c) cause additional interests to be issued in the such series in order to cover such additional amounts.
 
Indemnification of our Manager 
 
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The operating agreement provides that neither our manager, nor any current or former directors, officers, employees, partners, shareholders, members, controlling persons, agents or independent contractors of our manager, nor members of the Advisory Board, nor persons acting at the request of our company in certain capacities with respect to other entities will be liable to our company, any series or any interest holders for any act or omission taken by them in connection with the business of our company or any series that has not been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence. 
 
Each series will indemnify these persons out of its assets against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which they become subject by virtue of serving our company or such series and with respect to any act or omission that has not been determined by a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to constitute fraud, willful misconduct or gross negligence.
 
Description of the Asset Management Agreement
 
Each series will appoint our manager to serve as asset manager to manage the underlying assets related to such series pursuant to an asset management agreement. Except as set forth below and any guidance as may be established from time to time by our manager or the Advisory Board, our asset manager will have sole authority and complete discretion over the care, custody, maintenance and management of each underlying asset and to take any action that it deems necessary or desirable in connection therewith. Our asset manager will be authorized on behalf of each series to, among other things:
 
 
create the asset maintenance policies for each underlying asset in consultation with the Advisory Board and oversee compliance with such maintenance policies;
 
 
purchase and maintain insurance coverage for each underlying asset for the benefit of the series related to such asset;
 
 
engage third-party independent contractors for the care, custody, maintenance and management of each underlying asset;
 
 
develop standards for the care of each underlying asset while in storage;
 
 
develop standards for the transportation and care of each underlying asset when outside of storage;
 
 
reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to each underlying asset paid by the asset manager; 
 
 
deliver invoices to our manager for the payment of all fees and expenses incurred by the series in connection with the maintenance of its underlying asset and ensure delivery of payments to third parties for any such services; and 
 
 
generally perform any other act necessary to carry out its obligations under the asset management agreement. 
 
Our asset manager will be paid a Sourcing Fee as compensation for sourcing each underlying asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such Sourcing Fee may be waived by our asset manager.
 
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The asset management agreement will terminate on the earlier of: (i) one year after the date on which the relevant underlying assets have been liquidated and the obligations connected to the underlying assets (including contingent obligations) have been terminated, (ii) the removal of our manager as managing member of the series related to such assets, (iii) upon notice by one party to the other party of a party’s material breach of the asset management agreement or (iv) such other date as agreed between the parties to the asset management agreement.
 
Each series will indemnify our asset manager and its affiliates, and any of their respective directors, members, stockholders, partners, officers, employees or controlling persons, against all liabilities and losses (including amounts paid in respect of judgments, fines, penalties or settlement of litigation, including legal fees and expenses) to which such person may become subject in connection with any matter arising out of or in connection with the asset management agreement, except to the extent that any such losses result solely from the acts or omissions of such person that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such person’s fraud, willful misconduct or gross negligence.
 
Asset Selection
 
We will target a broad spectrum of assets to cater to a wide variety of demand. It is our objective to acquire a diverse collection of top tier contemporary art and collectibles sourced directly from living, mid-career artists as well as art collectors. We will pursue investments opportunistically whenever we can leverage our industry-specific knowledge, unique sourcing angle or our relationships to bring compelling investment opportunities to investors. We aim to acquire only the highest of caliber assets and to appropriately maintain, monitor and manage the collection for continued value appreciation and to enable respectful enjoyment and utilization by the investors and potential lessees.
 
Sourcing. Through our network of artists, galleries, collectors, and our Advisory Board, we will build a pipeline of compelling opportunities in the contemporary art and collectibles market, with the intent of driving returns for investors who own the applicable asset. Our sourcing angle combined with our data-driven approach to the investment process will provide us with opportunities that will help us capture demand in the market for particular assets. Our data-driven approach will help us study and identify the latest trends in the market to find artists and pieces which we believe will resonate with millennial values. We will consider factors such as rarity, significance, historical prices, originality, value, condition, and social trends when deciding whether or not to acquire an asset. We look forward to maintaining an ongoing list of investment opportunities and a database of interesting market trends across the various assets categories that we track.
 
Due Diligence. We will consider the growth potential, historical significance, ownership history, past valuation of the asset and comparable assets. Our diligence process will include a review of public auction data, opinions from art advisors in our network, precedent and comparable transactions, among other metrics. The diligence process will be a part of a memo that will be put together for investment review.
 
Investment Review. We will establish an investment committee (panel of experts, advisors, and independent members) to review the memo and vote to either approve or reject the assets. Regardless of the decision, the committee will draft a summary of their findings for internal record.
 
Asset Management. Once we acquire the asset, it will be insured and then transported and warehoused in a climate-controlled, highly secure location. During our hold period, we will monitor increases in market value and keep investors apprised any portfolio updates. We expect to loan the asset to museums or other interested parties (e.g., corporate offices/buildings) for fees that will then be distributed to investors.
 
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Our asset selection criteria were established by our manager in consultation with members of our Advisory Board and are continually influenced by investor demand and current industry trends. The criteria are subject to change from time to time in the sole discretion of our manager. Although we cannot guarantee positive investment returns on the assets we acquire, we endeavor to select assets that are projected to generate positive return on investment, primarily based upon the asset’s value appreciation potential. Our manager, along with our Advisory Board, will endeavor to only select assets with known ownership history, certificates of authenticity, pre-purchase inspections, and other related records. Our manager, along with our Advisory Board, also considers the condition of the assets, historical significance, ownership history and provenance, and the historical valuation of the specific asset or comparable assets. Our manager, together with the Advisory Board, will review asset selection criteria at least annually. Our manager will seek approval from the Advisory Board for any major deviations from these criteria.
 
Through our network and Advisory Board, we believe that we will be able to identify and acquire art and other collectibles of the highest quality with the intent of driving returns for investors in the series of interests that owns the applicable asset. Concurrently, through the Otis Platform, we aim to bring together a significantly larger number of potential buyers with asset sellers than traditional auction houses or dealers are able to achieve. Through this process, we believe we can source and syndicate assets more efficiently than the traditional markets and with significantly lower transaction and holding costs.
 
Asset Acquisition
 
From time to time, we or our affiliates may elect to acquire a work of art or collectible opportunistically prior to the offering process. In such cases, the proceeds from the associated offering, net of any Brokerage Fee, Offering Expenses or other Acquisition Expenses, will be used to reimburse us for the acquisition of the artwork or collectible or repay any loans made to our company, plus applicable interest, to acquire such artwork or collectible.
 
Additionally, we or our affiliates may negotiate with asset sellers for the exclusive right to consign, for a period of time, a piece of art or collectible for sale through the Otis Platform to a series associated with the asset. In such cases, we or our affiliate (as consignee) will pre-negotiate a purchase price (and/or desired amount of liquidity) and enter into a consignment agreement with the asset seller (as consignor), which consignment sale would be consummated upon the closing of the offering of interests in the series associated with that piece of art or collectible. Then, upon closing a successful offering, the proceeds from the associated offering, net of any Brokerage Fee, Offering Expenses or other Acquisition Expenses, and, if elected, equity ownership in the series associated with the piece of art or collectible being sold (as negotiated in the asset purchase agreement for such asset), will be used to compensate the asset seller, and title to the asset would be held by, or for the benefit of, the applicable series. Upon the closing of the consignment sale, the applicable series and our manager will enter to an asset management agreement (as described above; a copy of the form of asset management agreement is filed as Exhibit 6.32 to the offering statement of which this offering circular forms a part).
  
In the future, rather than pre-purchasing assets before the closing of an offering, we may negotiate with asset sellers for the exclusive right to market, for a period of time, a piece of art or collectible on the Otis Platform to investors. We plan to achieve this by pre-negotiating a purchase price (and/or desired amount of liquidity) and entering into an asset purchase agreement with an asset seller which would close simultaneously upon the closing of the offering of interests in the series associated with that piece of art or collectible. Then, upon closing a successful offering, the asset seller would be compensated with a combination of cash proceeds from the offering and, if elected, equity ownership in the series associated with the piece of art or collectible being sold (as negotiated in the asset purchase agreement for such asset) and title to the asset would be held by, or for the benefit of, the applicable series.
 
Asset Liquidity
 
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We intend to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years. Liquidity for investors would be obtained by transferring their interests in a series (although a secondary market does not currently exist and there can be no guarantee that a secondary market for any series of interests will develop or that appropriate registrations to permit secondary trading will ever be obtained). However, should an offer to liquidate an entire asset materialize and be in the best interest of the investors, as determined by our asset manager, our asset manager together with the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the asset. Furthermore, should an asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, our asset manager may choose to sell the asset. As a result of a sale under any circumstances, our asset manager would distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the applicable series (after payment of any accrued liabilities or debt, including, but not limited to, balances outstanding under any Operating Expenses Reimbursement Obligation, on the asset or of the series at that time).
 
Liquidity Platform
 
Overview 
 
Our manager launched an interface on the Otis Platform that enables investors to buy and sell their holdings via the PPEX ATS (which we refer to as the Liquidity Platform). Our company engaged North Capital Private Securities to receive orders to buy and sell from the Liquidity Platform and the Broker to execute trades through the PPEX ATS. Any trades are subject to restrictions under state and federal securities laws, as well as the transfer restrictions included in our operating agreement (see “Securities Being Offered—Transfer Restrictions” below). State securities laws in particular may result in the inability to execute a trade based on, for instance, the location of the buyer or seller, or the number of sales that a seller has undertaken in the prior 12 months.
Liquidity Platform Process
The Liquidity Platform serves as the user interface through which interest holders and prospective secondary purchasers submit orders to buy or sell interests in a series of our company. As such, the Liquidity Platform functions to deliver and display information to investors, the Broker and the PPEX ATS. All activity related to orders, and the execution of purchases or sales of interests on the Liquidity Platform, is originated by the interest holders and prospective secondary purchasers. Neither our company, our manager, the asset manager, nor any affiliated issuer make any recommendations regarding the purchase or sale of interests, have custody of any interests or consideration or receive any compensation from the operations of the Liquidity Platform. Orders are matched by the PPEX ATS and executed on the PPEX ATS by the Broker in accordance with the rules set forth by the PPEX ATS, and once executed, the appropriate information is submitted back to the Liquidity Platform and reflected for each interest holder. The transfer of funds and interests will be accomplished as set forth below. All rules for the Liquidity Platform are set in conjunction with the Broker and North Capital Private Securities within the parameters of the applicable regulatory requirements and the PPEX ATS.
For executed trades, trading participants instruct the transfer agent to transfer shares and the third-party holder of investor funds to transfer funds. The Broker does not itself settle trades.
Role of the Otis Platform
The Otis Platform merely acts as a user interface to facilitate the functionality of the PPEX ATS. All transfers of cash and securities are performed by appropriately licensed third parties, at the direction of investors, upon execution of a trade.
Neither our company, our manager nor the asset manager will receive any compensation for their respective roles in the trading procedures unless and until our manager or one of its affiliates registers as a broker-dealer and/or an ATS.
81

Secondary Trading by our Manager
Our manager may act as a buyer and seller of interests in any given series through the PPEX ATS. Prior to our manager participating in any secondary purchases or sales through the Liquidity Platform, our manager intends to put in place internal procedures that (1) limit the participation of the manger to the period within 30 days after the filing of any annual report or semiannual report required under Regulation A covering the respective series, and (2) prevent our manager from making any secondary purchases or sales when in possession of material, non-public information.
Employees
 
Our manager has 20 full-time employees and utilizes independent contractors and advisors to supplement its employee base. Our company does not have any employees.
 
Government Regulation
 
Regulation of the art and collectible industry varies from jurisdiction to jurisdiction and state to state. In any jurisdictions or states in which we operate, we may be required to obtain licenses and permits to conduct business, including dealer and sales licenses, and will be subject to local laws and regulations, including, but not limited to, import and export regulations, laws and regulations involving sales, use, value-added and other indirect taxes.
 
Claims arising out of actual or alleged violations of law could be asserted against us by individuals or governmental authorities and could expose us or each series of interests to significant damages or other penalties.
 
Legal Proceedings
 
None of our company, any series, our manager, our asset manager or any director or executive officer of our manager is presently subject to any material legal proceedings.
 
Allocations of Expenses
 
To the extent relevant, Offering Expenses, Acquisition Expenses, Operating Expenses, revenue generated from underlying assets and any indemnification payments made by our company will be allocated amongst the various interests in accordance with our manager’s allocation policy, a copy of which is available to investors upon written request to our manager. The allocation policy requires our manager to allocate items that are allocable to a specific series to be borne by, or distributed to, as applicable, the applicable series. If, however, an item is not allocable to a specific series but to our company in general, it will be allocated pro rata based on the value of underlying assets or the number of interests, as reasonably determined by our manager or as otherwise set forth in the allocation policy. By way of example, as of the date hereof it is anticipated that revenues and expenses will be allocated as follows:
 
Revenue or Expense Item   Details   Allocation Policy (if revenue or expense is not clearly allocable to a specific underlying asset)
Revenue
 
Revenue from events and leasing opportunities for the asset
 
Allocable pro rata to the value of each underlying asset
   
Asset sponsorship models
 
Allocable pro rata to the value of each underlying asset
 
Offering Expenses
 
Filing expenses related to submission of regulatory paperwork for a series
 
Allocable pro rata to the number of underlying assets
 
 
Underwriting expense incurred outside of Brokerage Fee
 
Allocable pro rata to the number of underlying assets
 
 
Legal expenses related to the submission of regulatory paperwork for a series
 
Allocable pro rata to the number of underlying assets
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Audit and accounting work related to the regulatory paperwork or a series
 
Allocable pro rata to the number of underlying assets
 
 
Escrow agent fees for the administration of escrow accounts related to the offering
 
Allocable pro rata to the number of underlying assets
 
 
Compliance work, including diligence related to the preparation of a series
 
Allocable pro rata to the number of underlying assets
 
Acquisition Expense
 
Transportation of underlying asset as at time of acquisition
 
Allocable pro rata to the number of underlying assets
 
 
Insurance of underlying asset as at time of acquisition
 
Allocable pro rata to the value of each underlying asset
 
 
Preparation of marketing materials
 
Allocable pro rata to the number of underlying assets
 
 
Pre-purchase inspection
 
Allocable pro rata to the number of underlying assets
 
 
Interest expense in the case an underlying asset was pre-purchased us prior to the closing of an offering through a loan
 
Allocable directly to the applicable underlying asset
 
 
Storage
 
Allocable pro rata to the number of underlying assets
 
 
Security (e.g., surveillance and patrols)
 
Allocable pro rata to the number of underlying assets
 
 
Custodial fees
 
Allocable pro rata to the number of underlying assets
 
Operating
 
Appraisal and valuation fees
 
Allocable pro rata to the number of underlying assets
Expense
 
Marketing expenses in connection with any revenue-generating event
 
Allocable pro rata to the value of each underlying asset
 
 
Insurance
 
Allocable pro rata to the value of each underlying asset
 
 
Maintenance
 
Allocable directly to the applicable underlying asset
 
 
Transportation to any revenue-generating event
 
Allocable pro rata to the number of underlying assets
 
 
Ongoing reporting requirements (e.g., Reg A+ or Exchange Act reporting)
 
Allocable pro rata to the number of underlying assets
 
 
Audit, accounting and bookkeeping related to the reporting requirements of the series
 
Allocable pro rata to the number of underlying assets
 
 
Other revenue-generating event related expenses (e.g., location, catering, facility management, film and photography crew)
 
Allocable pro rata to the value of each underlying asset
 
Indemnification Payments
 
Indemnification payments under the operating agreement
 
Allocable pro rata to the value of each underlying asset
 
Notwithstanding the foregoing, our manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice to investors.
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DESCRIPTION OF PROPERTY
 
Our manager currently leases space in purpose-built, secure, temperature-controlled storage facilities in New York and Oregon for the purpose of storing the underlying assets in a highly controlled environment, other than when they are being utilized for marketing or similar purposes. The monthly rent is approximately $1,100 per month at present.
 
Our manager also currently leases a purpose-built, secure, temperature-controlled gallery space in New York for the purpose of displaying the underlying assets for marketing and similar purposes.
 
Our manager and asset manager is located at 335 Madison Ave, 4th Floor, New York, NY 10017.
 
We believe that all our properties have been adequately maintained, are generally in good condition, and are suitable and adequate for our business.  
84

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
Overview
 
Since its formation in October 2019, our company has been engaged primarily in acquiring underlying assets from our manager financed through promissory notes issued to our manager and developing the financial, offering and other materials to begin offering interests in various series through the Otis Platform.
 
Emerging Growth Company
 
We may elect to become a public reporting company under the Exchange Act. If we elect to do so, we will be required to publicly report on an ongoing basis as an emerging growth company, as defined in the JOBS Act, under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including, but not limited to:
 
 
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;
 
 
being permitted to comply with reduced disclosure obligations regarding executive compensation in our period reports and proxy statements; and
 
 
being exempt from the requirement to hold a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
 
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
 
We would expect to take advantage of these reporting exemptions until we are no longer an emerging growth company. We would remain an emerging growth company for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a large accelerated filer as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter; or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Impact of Coronavirus Pandemic
In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and most states and localities in the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing, “shelter-in-place” orders and restrictions on the types of businesses that may continue to operate. The impacts of the outbreak are unknown and rapidly evolving. Our principal office in New York State is closed, and we currently have limited access to our storage facility.
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Our manager has taken steps to take care of its employees, including providing the ability for employees to work remotely. Our manager has also taken precautions with regard to employee, facility and office hygiene and implemented significant travel restrictions. Our manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19. This is a rapidly evolving situation, and our manager will continue to monitor and mitigate developments affecting its workforce. Our manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.
The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.
If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. We expect that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. Our manager may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of our manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this offering circular, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. We expect the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may take a significant amount of time to recover. Although we intend to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.
Results of Operations
The following discussion and analysis of our financial condition and results of operation should be read in conjunction with our financial statements and the related notes included in this offering circular. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
The interim financial statements included in this filing are unaudited, and may not include year-end adjustments necessary to make those financial statements comparable to audited results, although in the opinion of management all adjustments necessary to make the interim financial statements not misleading have been included.
Revenues
Revenues are generated at the series level. As of December 31, 2020 and December 31, 2019, no series had generated any revenues. Our underlying assets are not expected to generate any revenues until the second half of 2021 or 2022.
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Operating Expenses
The Operating Expenses incurred prior to the closing of an offering related to any of the underlying assets are being paid by our manager and recognized by our company as capital contributions and will not be reimbursed by the series. Each series will be responsible for its own operating expenses, such as storage, insurance or maintenance, beginning on the closing date of the offering for such series’ interests. Sourcing fees, which are treated as operating expenses, are paid to our manager as compensation for sourcing each underlying asset from the gross proceeds of the offering of each series’ interests.
For the year ended December 31, 2020, we incurred $3,268 in operating expenses, as compared to no operating expenses for the period from October 8, 2019 (inception) to December 31, 2019. The following table summarizes the operating expenses by category:
Operating Expense
 
 
Year Ended December 31, 2020
 
 
Period from October 8, 2019 (Inception) to December 31, 2019
Organizational costs
 
$
2,073
 
$
-
Insurance
 
$
75
 
$
-
Storage
 
$
90
 
$
-
Transportation
 
$
152
 
$
-
Sourcing fees
 
$
903
 
$
-
Other general and administrative expenses
 
$
(25)
 
$
-
TOTALS
 
$
3,268
 
$
-
 
At the close of the respective offerings for the series, each individual series became responsible for Operating Expenses. Pre-closing operating expenses are incurred on the books of our company, and post-closing Operating Expenses incurred by each series with a closed offering are incurred and recorded on the books of the series. Our manager has agreed to pay and not be reimbursed for Operating Expenses incurred prior to the closing of each offering. The following table summarizes the Operating Expenses by series:
Series
 
 
Year Ended December 31, 2020
 
 
Period from October 8, 2019 (Inception) to December 31, 2019
Series Collection Drop 001
 
$
701
 
$
Series Collection Drop 002
 
$
1,327
 
$
Series Collection Drop 003
 
$
792
 
$
Series Private Drop 001(1)
 
$
448
 
$
TOTALS
 
$
3,268
 
$
 
(1)
Series Private Drop 001 interests were offered in a private placement offering pursuant to Rule 506(c) of Regulation D of the Securities Act.
Other (Income)/Expenses
For the year ended December 31, 2020, we incurred other income of ($2,792), in the form of interest expenses of $708 and gain on loan amendment of ($3,500), as compared to $353 in other expenses in the form of interest expenses for the period from October 8, 2019 (inception) to December 31, 2019. The following table summarizes other (income)/expense by series:
Series
 
 
Year Ended December 31, 2020
 
 
Period from October 8, 2019 (Inception) to December 31, 2019
87

Series Collection Drop 001(1)
 
$
(1,557)
 
$
114
Series Collection Drop 002
 
$
322
 
$
138
Series Collection Drop 003(2)
 
$
(1,557)
 
$
101
TOTALS
 
$
(2,792)
 
$
353
 
(1)
On April 23, 2020, Series Collection Drop 001 entered into a First Amendment to Purchase and Sale Agreement with our manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 001 asset from our manager set forth in that certain Purchase and Sale Agreement, dated November 22, 2019. Series Collection Drop 001 had issued a promissory note, dated November 22, 2019, to our manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 001 issued a promissory note, dated April 23, 2020, to our manager in the sum of $12,250, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 001 promissory note reissuance, Series Collection Drop 001 recognized a $1,750 gain on loan amendment for the year ended December 31, 2020. 
(2)
On April 23, 2020, Series Collection Drop 003 entered into a First Amendment to Purchase and Sale Agreement with our manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 003 Asset from our manager set forth in that certain Purchase and Sale Agreement, dated November 25, 2019. Series Collection Drop 003 had issued a promissory note, dated November 25, 2019, to our manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 003 issued a promissory note, dated April 23, 2020, to our manager in the sum of $11,750, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 003 promissory note reissuance, Series Collection Drop 003 recognized a $1,750 gain on loan amendment for the year ended December 31, 2020. 
Net Loss
As a result of the cumulative effect of the foregoing factors, we generated net losses of $476 and $353 for the year ended December 31, 2020 and the period from October 8, 2019 (inception) to December 31, 2019, respectively. The following table summarizes net gain/(loss) by our company and series:
Series
 
 
Year Ended December 31, 2020
 
 
Period from October 8, 2019 (Inception) to December 31, 2019
Series Collection Drop 001
 
$
856
 
$
(114)
Series Collection Drop 002
 
$
(1,649)
 
$
(138)
Series Collection Drop 003
 
$
765
 
$
(101)
Series Private Drop 001
 
$
(488)
 
$
-
TOTALS
 
$
(476)
 
$
(353)
 
Liquidity and Capital Resources
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From inception, our company and each series have financed their business activities through capital contributions to our company and individual series from our manager. Our company and each series expect to continue to have access to capital financing from our manager going forward. However, there is no obligation or assurance that our manager will provide such required capital. Until such time as the series have the capacity to generate cash flows from operations, our manager may cover any deficits through additional capital contributions or the issuance of additional interests in any individual series. In addition, parts of the proceeds of future offerings may be used to create reserves for future operating expenses for individual series at the sole discretion of our manager. There can be no assurance that our manager will continue to fund such expenses. These factors raise substantial doubt about our company’s ability to continue as a going concern for the twelve months following the date of this filing.
Cash and Cash Equivalent Balances
As of December 31, 2020 and 2019, our company itself had no cash or cash equivalents on hand. Cash is held at the series level; on a total consolidated basis, as of December 31, 2020, series had $46,724 on hand, as compared to no cash or cash equivalents on hand as of December 31, 2019. The following table summarizes the cash and cash equivalents by series:
Series
 
 
Year Ended December 31, 2020
 
 
Period from October 8, 2019 (Inception) to December 31, 2019
Series Collection Drop 001
 
$
39
 
$
-
Series Collection Drop 002
 
$
42
 
$
-
Series Collection Drop 003
 
$
66
 
$
-
Series Private Drop 001
 
$
46,577
 
$
-
TOTALS
 
$
46,724
 
$
-
 
Series Subscriptions
Our company records membership contributions at the effective date. If the subscription is not funded upon issuance, we record a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date, the subscription receivable is reclassified as a contra account to members’ equity on the balance sheet. Each series has a minimum offering size that once met will result in the eventual successful subscription to and closing of the series offering. Subscriptions receivable consists of membership subscriptions received as of December 31, 2020 and 2019, as applicable, for which the minimum subscription requirement was met. As of December 31, 2020 and 2019, there were no subscriptions receivable. 
Promissory Notes
In connection with the acquisition of the underlying assets from our manager, we have issued promissory notes to our manager which are due within 14 business days of the final closing of the related offering (i.e., when the offering is fully funded), provided that we may prepay the notes at any time. The following table summarizes these notes outstanding by series as of December 31, 2020 and 2019:
Series
 
Date Issued
 
 
Principal Amount
 
Interest Rate(1)
 
 
Balance December 31, 2020
 
 
Balance December 31, 2019
Series Collection Drop 001(2)
 
11/22/19
 
$
14,000
 
7.5%
 
$
-
 
$
14,114
Series Collection Drop 002
 
11/25/19
 
$
18,400
 
7.5% 
 
$
-
 
$
18,538
Series Collection Drop 003(3)
 
11/25/19
 
$
13,500
 
7.5% 
 
$
-
 
$
13,601
89

Series Private Drop 001
 
07/21/20
 
$
475,000
 
0%
 
$
310,000
 
$
-
TOTALS
 
 
 
$
520,900
 
 
 
$
310,000
 
$
46,253
 
(1)
Interest is per annum, annualized over a four-month period from the date of issuance.
(2)
On April 23, 2020, Series Collection Drop 001 entered into a First Amendment to Purchase and Sale Agreement with our manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 001 asset from our manager set forth in that certain Purchase and Sale Agreement, dated November 22, 2019. Series Collection Drop 001 had issued a promissory note, dated November 22, 2019, to our manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 001 issued a promissory note, dated April 23, 2020, to our manager in the sum of $12,250, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 001 promissory note reissuance, we recognized a $1,750 gain on loan amendment for the year ended December 31, 2020. 
(3)
On April 23, 2020, Series Collection Drop 003 entered into a First Amendment to Purchase and Sale Agreement with our manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 003 Asset from our manager set forth in that certain Purchase and Sale Agreement, dated November 25, 2019. Series Collection Drop 003 had issued a promissory note, dated November 25, 2019, to our manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 003 issued a promissory note, dated April 23, 2020, to our manager in the sum of $11,750, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 003 promissory note reissuance, we recognized a $1,750 gain on loan amendment for the year ended December 31, 2020.
Plan of Operations
We plan to launch approximately 50 to 100 additional offerings in the next twelve months. The proceeds from any offerings closed during the next twelve months will be used to acquire additional investment-grade art and other collectibles.
We also intend to develop revenue-generating events (as described in “Item 1. Business—Our Business”), allowing investors to enjoy the collection of art and collectibles acquired by us through events, museums and other programs, which we anticipate will enable the underlying assets to generate revenue for the applicable series to distribute dividends on a semiannual basis at the discretion of our manager. See “Item 1. Business—Operating Expenses” for additional information regarding the payment of Operating Expenses.
We believe that the proceeds from the offerings will satisfy our cash requirements for the next six months to implement the foregoing plan of operations.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements.
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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
 
The Manager
 
Our company operates under the direction of our manager, which is responsible for directing the operations of our business, directing our day-to-day affairs, and implementing our investment strategy. Our manager has established a Board of Directors and will establish an Advisory Board that will make decisions with respect to all asset acquisitions, dispositions and maintenance schedules. Our manager and its officers and directors are not required to devote all of their time to our business and are only required to devote such time to our affairs as their duties require. Our manager is responsible for determining maintenance required in order to maintain or improve an asset’s quality (if necessary), determining how to monetize the underlying assets at revenue-generating events in order to generate profits and evaluating potential sale offers, which may lead to the liquidation of the underlying asset or other series as the case may be.
 
We will follow guidelines adopted by our manager and implement policies set forth in the operating agreement unless otherwise modified by our manager. Our manager may establish further written policies and will monitor our administrative procedures, investment operations and performance to ensure that the policies are fulfilled. Our manager may change our objectives at any time without approval of our interest holders. Our manager itself has no track record and is relying on the track record of its individual officers, directors and advisors.
 
Our manager performs its duties and responsibilities pursuant to the operating agreement. Our manager maintains a contractual, as opposed to a fiduciary relationship, with us and our interest holders. Furthermore, we have agreed to limit the liability of our manager and to indemnify our manager against certain liabilities.
 
The responsibilities of our manager include the following:
 
Asset Sourcing and Disposition Services
 
 
together with members of the Advisory Board, define and oversee the overall underlying asset sourcing and disposition strategy; 
 
 
manage our asset sourcing activities, including creating the asset acquisition policy, organizing and evaluating due diligence for specific asset acquisition opportunities and structuring partnerships with collectors, brokers and dealers who may provide opportunities to source quality assets; 
 
 
negotiate and structure the terms and conditions of acquisitions of assets with asset sellers; 
 
 
evaluate any potential asset takeover offers from third parties, which may result in asset dispositions, sales or other liquidity transactions; 
 
 
structure and negotiate the terms and conditions of transactions pursuant to which underlying assets may be sold or otherwise disposed; 
 
Services in Connection with an Offering
 
 
create and manage all series of interests for offerings related to underlying assets on the Otis Platform; 
 
 
develop offering materials, including the determination of its specific terms and structure and description of the underlying assets; 
 
 
create and submit all necessary regulatory filings, including, but not limited to, Commission filings and financial audits, and coordinate with the broker of record, lawyers, accountants and escrow agents as necessary in such processes; 
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prepare all marketing materials related to offerings and obtain approval for such materials from the broker of record;
 
 
together with the broker of record, coordinate the receipt, collection, processing and acceptance of subscription agreements and other administrative support functions; 
 
 
create and implement various technology services, transactional services and electronic communications related to any offerings; 
 
 
all other necessary offering related services; 
 
Asset Monetization Services
 
 
create and manage all revenue-generating events and determine participation in such programs by any underlying assets; 
 
 
evaluate and enter into service provider contracts related to the operation of revenue-generating events; 
 
 
allocate revenues and costs related to revenue-generating events to the appropriate series in accordance with our allocation policy; 
 
 
approve potential joint ventures, limited partnerships and other such relationships with third parties related to asset monetization and revenue-generating events; 
 
Interest Holder Relationship Services
 
 
provide any appropriate updates related to underlying assets or offerings electronically or through the Otis Platform; 
 
 
manage communications with interest holders, including answering e-mails and preparing and sending written and electronic reports and other communications; 
 
 
establish technology infrastructure to assist in providing interest holder support and services; 
 
 
determine our distribution policy and determine amounts of and authorize Free Cash Flow distributions from time to time; 
 
 
maintain Free Cash Flow funds in deposit accounts or investment accounts for the benefit of a series; 
 
Administrative Services
 
 
manage and perform the various administrative functions necessary for our day-to-day operations; 
 
 
provide financial and operational planning services and collection management functions, including determination, administration and servicing of any Operating Expenses Reimbursement Obligation made to our company or any series by our manager to cover any Operating Expense shortfalls; 
 
 
administer the potential issuance of additional interests to cover any potential Operating Expense shortfalls; 
 
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maintain accounting data and any other information concerning our activities as will be required to prepare and to file all periodic financial reports and required to be filed with the Commission and any other regulatory agency, including annual and semiannual financial statements; 
 
 
maintain all appropriate books and records for our company and all the series of interests;
 
 
obtain and update market research and economic and statistical data in connection with the underlying assets and the general art and collectibles markets; 
 
 
oversee tax and compliance services and risk management services and coordinate with appropriate third parties, including independent accountants and other consultants, on related tax matters; 
 
 
supervise the performance of such ministerial and administrative functions as may be necessary in connection with our daily operations; 
 
 
provide all necessary cash management services; 
 
 
manage and coordinate with the transfer agent, if any, the process of making distributions and payments to interest holders or the transfer or resale of securities as may be permitted by law; 
 
 
evaluate and obtain adequate insurance coverage for the underlying assets based upon risk management determinations; 
 
 
provide timely updates related to the overall regulatory environment affecting our company, as well as managing compliance with regulatory matters; 
 
 
evaluate our corporate governance structure and appropriate policies and procedures related thereto; and 
 
 
oversee all reporting, record keeping, internal controls and similar matters in a manner to allow us to comply with applicable law.
 
Directors, Executive Officers and Key Employees of our Manager 
 
The following table sets forth the name and position of each of the current executive officers, directors and significant employees of our manager.
 
Name
 
Position
 
Age
 
Term of Office (Beginning)
 
Approximate hours per week for part-time employees
Michael Karnjanaprakorn
 
Chief Executive Officer, Director
 
39
 
October 2018
 
N/A
Albert Wenger
 
Director
 
53
 
February 2019
 
N/A
Dan Levitan
 
Director
 
62
 
November 2019
 
N/A
 
Michael Karnjanaprakorn. Mr. Karnjanaprakorn is a serial entrepreneur who has developed several successful tech platforms. In 2010, he co-founded Skillshare, an online learning community for creative professionals. He led the platform to 7M+ registered users with 25K+ classes. Prior to Skillshare, Mr. Karnjanaprakorn was an early employee at Behance, which was acquired by Adobe, and Hot Potato, which was acquired by Facebook. Mr. Karnjanaprakorn graduated from the University of Virginia with a B.A. in Economics and the VCU Brandcenter with a M.S. in Advertising.
 
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Albert Wenger. Mr. Wenger is a managing partner at Union Square Ventures, a New York City-based venture capital firm. Mr. Wenger joined Union Square Ventures as a Venture Partner in 2006 following the sale of Delicious to Yahoo in 2005 where he was President. He became a General Partner in 2008 and a Managing Partner in 2017. His notable investments include Etsy (IPO 2015), Twilio (IPO 2016) and MongoDB (IPO 2017). Mr. Wenger earned his PhD in Information Technology from MIT in 1999.
 
Dan Levitan. Mr. Levitan has over 25 years of collective experience in venture capital and investing, specializing in leading consumer and retail businesses. Eager to help innovative companies realize their full potential, Mr. Levitan launched Maveron in 1998 with Howard Schultz, former CEO and Executive Chairman of Starbucks Coffee Company.
 
In his 20-year career at Maveron, Mr. Levitan has led many successful exits, including zulily (NASDAQ: ZU), Potbelly (NASDAQ: PBPB), Trupanion (NYSE: TRUP), Capella Education Company (NASDAQ: CPLA), eBay (NASDAQ: EBAY) and Shutterfly (NASDAQ: SFLY). He currently serves on the Board of Directors for Allbirds, Otis, PlutoVR, Pro.com, Spyce, Trupanion and Two Chairs.
 
Mr. Levitan has been recognized by Forbes on its Midas List as one of the industry’s top technology investors. Mr. Levitan has also been named NASDAQ private company director of the year. Mr. Levitan graduated from Horace Mann School and received a BA magna cum laude from Duke University and an MBA from Harvard Business School.
 
Directors are elected until their successors are duly elected and qualified.
 
There are no arrangements or understandings known to us pursuant to which any director was or is to be selected as a director or nominee. There are no agreements or understandings for any executive officer or director to resign at the request of another person, and no officer or director is acting on behalf of, nor will any of them act, at the direction of any other person.
 
There are no family relationships between any director, executive officer, person nominated or chosen to become a director, executive officer or any significant employee.
 
To the best of our knowledge, none of our directors or executive officers has, during the past five years:
 
 
been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or
 
 
had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.
 
Advisory Board
 
Responsibilities of the Advisory Board
 
The Advisory Board will support our company, our asset manager and our manager and consists of advisors to our manager. It is anticipated that the Advisory Board will review our relationship with, and the performance of, our manager, and generally approve the terms of any material or related-party transactions. In addition, it is anticipated that the Advisory Board will be responsible for the following:
 
 
approving, permitting deviations from, making changes to and annually reviewing the asset acquisition policy;
 
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evaluating all asset acquisitions;
 
 
evaluating any third-party offers for asset acquisitions and approving asset dispositions that are in the best interest of our company and our interest holders;
 
 
providing guidance with respect to the appropriate levels of insurance costs specific to each individual asset;
 
 
reviewing material conflicts of interest that arise, or are reasonably likely to arise, with the managing member, on the one hand, and our company, a series or the other members, on the other hand, or our company or a series, on the one hand, and another series, on the other hand;
 
 
approving any material transaction between our company or a series, on the one hand, and our manager or any of its affiliates, another series or an interest holder, on the other hand, other than for the purchase of interests;
 
 
reviewing the total fees, expenses, assets, revenues and availability of funds for distributions to our interest holders at least annually or with sufficient frequency to determine that the expenses incurred are reasonable in light of the investment performance of the assets, and that funds available for distributions to interest holders are in accordance with our policies; and
 
 
approving any service providers appointed by our manager in respect of the underlying assets.
 
The resolution of any conflict of interest approved by the Advisory Board shall be conclusively deemed fair and reasonable to our company and its interest holders and not a breach of any duty at law, in equity or otherwise. The members of the Advisory Board will not be managers or officers of our company or any series and will not have fiduciary or other duties to the interest holders of any series.
 
Compensation of the Advisory Board
 
Our manager will compensate the Advisory Board or their nominees (as so directed by an Advisory Board member) for their service. As such, it is anticipated that their costs will not be borne by any given series.
 
Members of the Advisory Board
 
We have already established an informal network of expert advisors who support or company in asset acquisitions, valuations and negotiations, but we have not yet established a formal Advisory Board.  
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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
Compensation of Executive Officers
 
We do not currently have any employees, nor do we currently intend to hire any employees who will be compensated directly by our company. Each of the executive officers of our manager manage our day-to-day affairs; oversee the review, selection and recommendation of investment opportunities; service acquired investments; and monitor the performance of these investments to ensure that they are consistent with our investment objectives. Each of these individuals receives compensation for his or her services, including services performed for us on behalf of our manager, from our manager. Although we will indirectly bear some of the costs of the compensation paid to these individuals, through fees we pay to our manager, we do not intend to pay any compensation directly to these individuals.
 
Compensation of Manager
Our manager will receive reimbursement for costs incurred relating to this and other offerings (e.g., offering expenses and acquisition expenses) and, in its capacity as our asset manager, a sourcing fee. Neither our manager nor its affiliates will receive any selling commissions or dealer manager fees in connection with any offering.
During the year ended December 31, 2020, cost reimbursements and sourcing fees in the amount of $1,223 were paid to our manager, as compared to $0 during the period from October 8, 2019 (inception) to December 31, 2019. The following table summarizes cost reimbursements and sourcing fees paid to our manager by series during the year ended December 31, 2020:
Series
 
 
Year Ended December 31, 2020
Series Collection Drop 001
 
$
178
Series Collection Drop 002
 
$
802
Series Collection Drop 003
 
$
243
TOTALS
 
$
1,223
 
Our manager will receive cost reimbursements and sourcing fees for each subsequent series offering that closes as detailed in the respective Offering Statement.
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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS
 
Our company and each series are managed by our manager. Upon designation of each series, our manager was granted a single interest in each series and became the initial member holding 100% of the then-outstanding interests of each series.
 
At the closing of each offering, our manager or its affiliates will purchase a minimum of 2% and up to a maximum of 19.99% of the interests sold in each offering for the same price as all other investors, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell its interests from time to time after the closing of each offering in its sole discretion. Our manager has no present intention to sell its interests, and any future sales would be based upon our manager’s potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to the interests. The address of our manager is 335 Madison Ave, 4th Floor, New York, NY 10017.
 
As of the date of this offering circular, our manager owns the following securities:
 
Title of Class Number of Interests Owned Percent of Outstanding Interests Owned
Series Collection Drop 001 Interests 11 2.12%
Series Collection Drop 002 Interests 16 2.00%
Series Collection Drop 003 Interests 9 1.80%
Series Collection Drop 004 Interests 1 0.16%
Series Collection Drop 005 Interests 2 0.00%
Series Collection Drop 006 Interests 1 100.00%
Series Collection Drop 007 Interests 1 100.00%
Series Collection Drop 008 Interests 1 100.00%
Series Collection Drop 009 Interests 1 100.00%
Series Collection Drop 010 Interests 1 100.00%
Series Collection Drop 011 Interests 1 100.00%
Series Collection Drop 012 Interests 1 100.00%
Series Collection Drop 013 Interests 1 100.00%
Series Collection Drop 014 Interests 1 100.00%
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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
 
The following includes a summary of transactions since our inception, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest (other than compensation described under “Compensation of Directors and Executive Officers”). We believe the terms obtained or consideration that we paid or received, as applicable, in connection with the transactions described below were comparable to terms available or the amounts that would be paid or received, as applicable, in arm’s-length transactions.
 
On November 22, 2019, we acquired the Series Collection Drop 001 Asset from our manager in exchange for a note, as amended on April 23, 2020, in the original principal amount of $12,250. This note bears interest at an annualized rate of 7.5% over a four-month period, and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On November 25, 2019, we acquired the Series Collection Drop 002 Asset from our manager in exchange for a note in the original principal amount of $18,400. This note bears interest at an annualized rate of 7.5% over a four month period, and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On November 25, 2019, we acquired the Series Collection Drop 003 Asset from our manager in exchange for a note, as amended on April 23, 2020, in the original principal amount of $11,750. This note bears interest at an annualized rate of 7.5% over a four-month period, and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On March 29, 2021, we acquired the Series Collection Drop 004 Asset from our manager in exchange for a note in the original principal amount of $6,088. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On July 27, 2021, we acquired the Series Collection Drop 005 Asset from our manager in exchange for a note in the original principal amount of $29,000 and our agreement to issue 21,000 of the 51,500 authorized Series Collection Drop 005 Interests to the asset seller upon completion of the offering. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On August 17, 2021, we acquired the Series Collection Drop 006 Asset from our manager in exchange for a note in the original principal amount of $15,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time. This note was repaid in full.
 
On August 17, 2021, we acquired the Series Collection Drop 007 Asset from our manager in exchange for a note in the original principal amount of $19,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time.
 
On August 17, 2021, we acquired the Series Collection Drop 008 Asset from our manager in exchange for a note in the original principal amount of $10,600. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time.
 
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On August 19, 2021, we acquired the Series Collection Drop 009 Asset from our manager in exchange for a note in the original principal amount of $10,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time.
 
On August 19, 2021, we acquired the Series Collection Drop 010 Asset from our manager in exchange for a note in the original principal amount of $24,000. This note does not bear interest and must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded), provided that we may prepay the note at any time.
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SECURITIES BEING OFFERED
 
The following is a summary of the principal terms of, and is qualified by reference to, the operating agreement and the subscription agreements relating to the purchase of the interests offered hereby, which are attached as exhibits to the offering statement of which this offering circular forms a part. This summary is qualified in its entirety by reference to the detailed provisions of those agreements, which should be reviewed in their entirety by each prospective investor. In the event that the provisions of this summary differ from the provisions of the operating agreement or the subscription agreements (as applicable), the provisions of the operating agreement or the subscription agreements (as applicable) shall apply. Capitalized terms used in this summary that are not defined shall have the meanings ascribed thereto in the operating agreement.
 
Description of Interests
 
Our company is a series limited liability company formed pursuant to Section 18-215 of the LLC Act. The purchase of the interests offered hereby is an investment only in the particular series and not an investment in our company as a whole. In accordance with the LLC Act, any series of interests established by our company will be a separate series of limited liability company interests of our company and not in a separate legal entity. We have not issued, and will not issue, any class of interests entitled to any preemptive, preferential or other rights that are not otherwise available to the holders purchasing interests in connection with the offerings.
 
Title to the underlying assets will be held by, or for the benefit of, the applicable series. We intend that each series will own its own underlying assets, which will be works of art or other collectibles. We do not anticipate that any series will acquire any other art or collectibles other than the underlying assets related to that series. An investor who invests in an offering will not have any indirect interest in any asset other than the underlying asset related to the applicable series unless the investor also participates in a separate offering associated with that other underlying asset.
 
Section 18-215(b) of the LLC Act provides that, if certain conditions are met (including that certain provisions are in the formation and governing documents of the series limited liability company, and if the records maintained for any such series account for the assets associated with such series separately from the assets of the limited liability company, or any other series), then the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited liability company generally or any other series. Accordingly, our company expects our manager to maintain separate, distinct records for each series and its associated assets and liabilities. As such, the assets of a series include only the works of art or other collectibles associated with that series and other related assets (e.g., cash reserves). As noted in the “Risk Factors” section, the limitations on inter-series liability provided by Section 18-215(b) have never been tested in federal bankruptcy courts and it is possible that a bankruptcy court could determine that the assets of one series should be applied to meet the liabilities of the other series or the liabilities of our company generally where the assets of such other series or of our company generally are insufficient to meet our company’s liabilities.
 
Section 18-215(c) of the LLC Act provides that a series established in accordance with Section 18-215(b) may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued.  We intend for each series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular series and title to the relevant underlying assets will be held by, or for the benefit of, the relevant series.
 
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All of the interests offered by this offering circular will be duly authorized and validly issued. Upon payment in full of the consideration payable with respect to the interests, as determined by our manager, the holders of the interests will not be liable to our company to make any additional capital contributions (except for the return of distributions under certain circumstances as required by Sections 18-215, 18-607 and 18-804 of the LLC Act). Holders of the interests offered hereby have no conversion, exchange, sinking fund, redemption or appraisal rights, no pre-emptive rights to subscribe for any interests and no preferential rights to distributions.
In general, the holders of each series of our interests (which may include our manager, its affiliates or asset sellers) will participate in the available Free Cash Flow derived from the underlying assets related to the series, less expenses (as described in “—Distribution rights” below). Our manager, an affiliate of our company, will own a minimum of 2% and a maximum of 19.99% of each series of interests, although such minimum and maximum thresholds may be waived or modified by our manager in its sole discretion. Our manager may sell its interests from time to time. Our manager has no present intention to sell its interests, and any future sales would be based upon our potential need for capital, market prices of the interests at the time of a proposed sale and other factors that a reasonable investor might consider in connection with the sale of securities similar to our interests. Our manager has the authority under the operating agreement to cause our company to issue interests of a series to investors as well as to other persons for such cost (or no cost) and on such terms as our manager may determine, subject to the terms set forth in the designation for each series.
 
Each series will use the proceeds of its offerings to pay certain fees and expenses related to the acquisition and the offering, including to repay any loans taken to acquire the underlying assets (please see the “Use of Proceeds to Issuer” section for further details regarding the use of proceeds for each offering). An investor in each offering will acquire an ownership interest only in the applicable series and not, for the avoidance of doubt, in (i) our company, (ii) any other series of interests, (iii) our manager, (iv) the Otis Platform or (v) any underlying asset owned by any series. Although our interests will not immediately be listed on a stock exchange and a liquid market in our interests cannot be guaranteed, we plan to create our own trading market or partner with an existing platform to allow for trading of our interests (please review additional risks related to liquidity in the “Risk Factors” section).
 
Further Issuance of Interests
 
Our manager has the option to issue additional interests in any series offered hereby on the same terms as the interests offered hereunder as is required from time to time in order to pay any Operating Expenses which exceed revenue generated from the underlying assets.
 
Distribution Rights
 
Our manager has sole discretion in determining what distributions of Free Cash Flow, if any, are made to holders of each series of interests except as otherwise limited by law or the operating agreement.
 
Free Cash Flow consists of the net income (as determined under GAAP) generated by such series plus any change in net working capital and depreciation and amortization (and any other non-cash Operating Expenses) and less any capital expenditures related to the underlying assets related to such series. Our manager may maintain Free Cash Flow funds in a deposit account or an investment account for the benefit of the series. 
 
We expect our manager to distribute any Free Cash Flow on a semiannual basis as set forth below. However, our manager may change the timing of distributions or determine that no distributions shall be made in its sole discretion.
 
Any Free Cash Flow generated by a series from the utilization of the underlying assets related to such series shall be applied within the series in the following order of priority: 
 
 
repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest; 
 
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thereafter to create such reserves as our manager deems necessary, in its sole discretion, to meet future Operating Expenses; and 
 
 
thereafter by way of distribution to holders of the interests of such series (net of corporate income taxes applicable to the series), which may include asset sellers of the underlying assets related to such series or our manager or any of its affiliates.
 
No series will distribute an underlying asset in kind to its interest holders.
 
The LLC Act (Section 18-607) provides that a member who receives a distribution with respect to a series and knew at the time of the distribution that the distribution was in violation of the LLC Act shall be liable to the series for the amount of the distribution for three years.  Under the LLC Act, a series limited liability company may not make a distribution with respect to a series to a member if, after the distribution, all liabilities of such series, other than liabilities to members on account of their limited liability company interests with respect to such series and liabilities for which the recourse of creditors is limited to specific property of such series, would exceed the fair value of the assets of such series.  For the purpose of determining the fair value of the assets of the series, the LLC Act provides that the fair value of property of the series subject to liability for which recourse of creditors is limited shall be included in the assets of such series only to the extent that the fair value of that property exceeds the nonrecourse liability. Under the LLC Act, an assignee who becomes a substituted member of a company is liable for the obligations of his assignor to make contributions to the company, except the assignee is not obligated for liabilities unknown to it at the time the assignee became a member and that could not be ascertained from the operating agreement.
 
No Redemption Provisions
 
No series of our interests are redeemable.
 
No Registration Rights
 
There are no registration rights in respect of any series of our interests.
 
Limited Voting Rights
 
Our manager is not required to hold an annual meeting of interest holders. The operating agreement provides that meetings of interest holders may be called by our manager and a designee of our manager shall act as chairman at such meetings. Interest holders do not have any voting rights as an interest holder in our company or a series except with respect to:
 
 
the removal of our manager for cause as described below;
 
 
the dissolution of our company upon the for-cause removal of our manager; and
 
 
an amendment to the operating agreement that would: 
 
 
adversely affect the rights of an interest holder in any material respect;
 
 
reduce the voting percentage required for any action to be taken by the holders of interests in our company under the operating agreement;
 
 
change the situations in which our company and any series can be dissolved or terminated;
 
 
change the term of our company (other than the circumstances provided in the operating agreement); or
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give any person the right to dissolve our company.
 
Our manager can only be removed as manager of our company and each series in the event our manager is found by a non-appealable judgment of a court of competent jurisdiction to have committed fraud in connection with a series or our company which has a material adverse effect on our company.
 
When entitled to vote on a matter, each interest holder will be entitled to one vote per interest held by it on all matters submitted to a vote of the interest holders of an applicable series or of the interest holders of all series of our company, as applicable.  The removal of our manager as manager of our company and all series must be approved by two-thirds of the votes that may be cast by all interest holders in any series of our company. All other matters to be voted on by the interest holders must be approved by a majority of the votes cast by all interest holders in any series of our company present in person or represented by proxy.
 
Our manager or its affiliates (if they hold interests) may not vote as an interest holder in respect of any matter put to the interest holders. However, the submission of any action of our company or a series for a vote of the interest holders shall first be approved by our manager and no amendment to the operating agreement may be made without the prior approval of our manager that would decrease the rights of our manager or increase the obligations of our manager thereunder.
 
Our manager has broad authority to take action with respect to our company and any series. See “Directors, Executive Officers and Significant Employees—The Manager” for more information. Except as set forth above, our manager may amend the operating agreement without the approval of the interest holders to, among other things, reflect the following:
 
 
the merger of our company, or the conveyance of all of the assets to, a newly-formed entity if the sole purpose of that merger or conveyance is to effect a mere change in the legal form into another limited liability entity; 
 
 
a change that our manager determines to be necessary or appropriate to implement any state or federal statute, rule, guidance or opinion;  
 
 
a change that our manager determines to be necessary, desirable or appropriate to facilitate the trading of interests;
 
 
a change that our manager determines to be necessary or appropriate for our company to qualify as a limited liability company under the laws of any state or to ensure that each series will continue to qualify as a corporation for U.S. federal income tax purposes; 
 
 
an amendment that our manager determines, based upon the advice of counsel, to be necessary or appropriate to prevent our company, our manager, or the officers, agents or trustees from in any manner being subjected to the provisions of the Investment Company Act, the Investment Advisers Act or “plan asset” regulations adopted under ERISA, whether or not substantially similar to plan asset regulations currently applied or proposed; 
 
 
any amendment that our manager determines to be necessary or appropriate for the authorization, establishment, creation or issuance of any additional series; 
 
 
an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of the operating agreement; 
 
103

 
any amendment that our manager determines to be necessary or appropriate for the formation by our company of, or its investment in, any corporation, partnership or other entity, as otherwise permitted by the operating agreement; 
 
 
a change in the fiscal year or taxable year and related changes; and 
 
 
any other amendments which our manager deems necessary or appropriate to enable our manager to exercise its authority under the Agreement.
 
In each case, our manager may make such amendments to the operating agreement provided our manager determines that those amendments:
 
 
do not adversely affect the interest holders (including any particular series of interests as compared to other series of interests) in any material respect; 
 
 
are necessary or appropriate to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; 
 
 
are necessary or appropriate to facilitate the trading of interests or to comply with any rule, regulation, guideline or requirement of any securities exchange on which the interests may be listed for trading, compliance with any of which our manager deems to be in the best interests of our company and the interest holders; 
 
 
are necessary or appropriate for any action taken by our manager relating to splits or combinations of interests under the provisions of the operating agreement; or 
 
 
are required to effect the intent expressed in this prospectus or the intent of the provisions of the operating agreement or are otherwise contemplated by the operating agreement. 
 
Furthermore, our manager retains sole discretion to create and set the terms of any new series and will have the sole power to acquire, manage and dispose of underlying asset of each series.
 
Liquidation Rights
 
The operating agreement provides that our company shall remain in existence until the earlier of the following: (i) the election of our manager to dissolve it; (ii) the sale, exchange or other disposition of substantially all of the assets of our company; (iii) the entry of a decree of judicial dissolution of our company; (iv) at any time that our company no longer has any members, unless the business is continued in accordance with the LLC Act; and (v) a vote by a majority of all interest holders of our company following the for-cause removal of our manager. Under no circumstances may our company be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members who hold more than two-thirds of the interests in the profits of our company).
 
A series shall remain in existence until the earlier of the following: (i) the dissolution of our company, (ii) the election of our manager to dissolve such series; (iii) the sale, exchange or other disposition of substantially all of the assets of the series; or (iv) at any time that the series no longer has any members, unless the business is continued in accordance with the LLC Act.  Under no circumstances may a series of interests be wound up in accordance with Section 18-801(a)(3) of the LLC Act (i.e., the vote of members holding more than two-thirds of the interests in the profits of the series).
 
104

Upon the occurrence of any such event, our manager (or a liquidator selected by our manager) is charged with winding up the affairs of the series or our company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a series or our company as a whole, as applicable, the underlying assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors, (ii) second, to any creditors that are our manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation), and thereafter, (iii) first, 100% to the interest holders of the relevant series, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series) until the interest holders receive back 100% of their capital contribution and second, (A) 10% to our manager and (B) 90% to the interest holders of the relevant series, allocated pro rata based on the number of interests held by each interest holder (which may include our manager, any of its affiliates and asset sellers and which distribution within a series will be made consistent with any preferences which exist within such series).
 
Transfer Restrictions
 
Each series of our interests are subject to restrictions on transferability. A holder of interests may not transfer, assign or pledge its interests without the consent of our manager. Our manager may withhold consent in its sole discretion, including when our manager determines that such transfer, assignment or pledge would result in (a) there being more than 2,000 beneficial owners in such series or more than 500 beneficial owners in such series that are not “accredited investors” (provided that our manager may waive such limitations), (b) the assets of such series being deemed “plan assets” for purposes of ERISA, (c) a change of U.S. federal income tax treatment of our company and/or such series, or (d) our company, such series or our manager being subject to additional regulatory requirements. The transferring holder is responsible for all costs and expenses arising in connection with any proposed transfer (regardless of whether such sale is completed) including any legal fees incurred by us or any broker or dealer, any costs or expenses in connection with any opinion of counsel and any transfer taxes and filing fees. The restrictions on transferability listed above will also apply to any resale of interests via the Liquidity Platform (see “Description of the Business – Liquidity Platform” for additional information).
 
Our manager may transfer all or any portion of the interests held by it at any time and from time to time, in accordance with applicable securities laws, either directly or through brokers, via the Liquidity Platform, or otherwise.
 
Additionally, unless and until the interests are listed or quoted for trading, there are restrictions on the holder’s ability to the pledge or transfer the interests. There can be no assurance that we will, or will be able to, register our interests for resale. Therefore, investors may be required to hold their interests indefinitely. Please refer to the subscription agreement for additional information regarding these restrictions. To the extent certificated, the interests issued in each offering will bear a legend setting forth these restrictions on transfer and any legends required by state securities laws.
 
Agreement to be Bound by the Operating Agreement; Power of Attorney
 
By purchasing interests, the investor will be admitted as a member of our company and will be bound by the provisions of, and deemed to be a party to, the operating agreement.  Pursuant to the operating agreement, each investor grants to our manager a power of attorney to, among other things, execute and file documents required for our qualification, continuance or dissolution. The power of attorney also grants our manager the authority to make certain amendments to, and to execute and deliver such other documents as may be necessary or appropriate to carry out the provisions or purposes of, the operating agreement.
 
Duties of Officers
 
105

The operating agreement provides that, except as may otherwise be provided by the operating agreement, the property, affairs and business of each series of interests will be managed under the direction of our manager.  Our manager has the power to appoint the officers and such officers have the authority and exercise the powers and perform the duties specified in the operating agreement or as may be specified by our manager. Our manager will be appointed as the asset manager of each series to manage the underlying assets.
 
We may decide to enter into separate indemnification agreements with the directors and officers of our company, our manager or our asset manager (including if our manager or asset manager appointed is not Otis Wealth, Inc.). If entered into, each indemnification agreement is likely to provide, among other things, for indemnification to the fullest extent permitted by law and the operating agreement against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any claim.  The indemnification agreements may also provide for the advancement or payment of all expenses to the indemnitee and for reimbursement to our company if it is found that such indemnitee is not entitled to such indemnification under applicable law and the operating agreement.
  
Books and Reports
 
We are required to keep appropriate books of the business at our principal offices.  The books will be maintained for both tax and financial reporting purposes on a basis that permits the preparation of financial statements in accordance with GAAP.  For financial reporting purposes and tax purposes, the fiscal year and the tax year are the calendar year, unless otherwise determined by our manager in accordance with the Internal Revenue Code.  Our manager will file with the Commission periodic reports as required by applicable securities laws.
 
Under the Securities Act, we must update this offering circular upon the occurrence of certain events, such as asset acquisitions. We will file updated offering circulars and offering circular supplements with the Commission. We are also subject to the informational reporting requirements of the Exchange Act that are applicable to Tier 2 companies whose securities are qualified pursuant to Regulation A, and accordingly, we will file annual reports, semiannual reports and other information with the Commission. In addition, we plan to provide holders of interests with periodic updates, including offering circulars, offering circular supplements, pricing supplements, information statements and other information.
 
We will provide such documents and periodic updates electronically through the Otis Platform. As documents and periodic updates become available, we will notify holders of interests of this by sending the holders an email message or a message through the Otis Platform that will include instructions on how to retrieve the periodic updates and documents. If our email notification is returned to us as “undeliverable,” we will contact the holder to obtain an updated email address. We will provide holders with copies via email or paper copies at any time upon request. The contents of the Otis Platform are not incorporated by reference in or otherwise a part of this offering circular.
 
Exclusive Jurisdiction
 
Under Section 15.08 of our operating agreement, any dispute in relation to the operating agreement is subject to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, and each investor will covenant and agree not to bring any such claim in any other venue. If a holder of the interests were to bring a claim against our company or our manager pursuant to the operating agreement, it would have to do so in the Delaware Court of Chancery. Notwithstanding the foregoing, if, for any reason, the Delaware Chancery Court does not have jurisdiction over an action, then the action may be brought in other federal or state courts located in Delaware.
 
106

We believe the provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies and in limiting our litigation costs, the forum selection provision may limit investors’ ability to bring claims in judicial forums that they find favorable to such disputes and may discourage lawsuits with respect to such claims. We have adopted the provision to limit the time and expense incurred by our management to challenge any such claims. As a company with a small management team, this provision allows our officers to not lose a significant amount of time travelling to any particular forum so they may continue to focus on operations of our company.
 
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. We believe that the exclusive forum provision applies to claims arising under the Securities Act, but there is uncertainty as to whether a court would enforce such a provision in this context. Further, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision would require suits to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction to be brought in federal court located in Delaware. Investors will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.
 
Waiver of Right to Trial by Jury 
 
Our operating agreement provides that each investor waives the right to a jury trial for any claim they may have against us arising out of, or relating to, the operating agreement and any transaction arising under the operating agreement, which could include claims under federal securities law. By subscribing to this offering and adhering to the operating agreement, the investor warrants that the investor has reviewed this waiver, and knowingly and voluntarily waives his or her jury trial rights. If we opposed a jury trial demand based on the waiver, a court would determine whether the waiver was enforceable given the facts and circumstances of that case in accordance with applicable case law. 
 
Listing
 
The interests offered hereby are not currently listed or quoted for trading on any national securities exchange or national quotation system.
107

MATERIAL UNITED STATES TAX CONSIDERATIONS
 
The following is a summary of the material U.S. federal income tax consequences of the ownership and disposition of the interests offered hereby to U.S. holders, but does not purport to be a complete analysis of all the potential tax considerations relating thereto. This summary is based upon the provisions of the Internal Revenue Code of 1986, as amended, or the Code, Treasury regulations promulgated thereunder, administrative rulings and judicial decisions, all as of the date hereof. These authorities may be changed, possibly retroactively, so as to result in U.S. federal income tax consequences different from those set forth below. We have not sought any ruling from the U.S. Internal Revenue Service, or the IRS, with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS will agree with such statements and conclusions.
 
This summary also does not address the tax considerations arising under the laws of any U.S. state or local or any non-U.S. jurisdiction or under U.S. federal gift and estate tax laws. In addition, this discussion does not address tax considerations applicable to an investor’s particular circumstances or to investors that may be subject to special tax rules, including, without limitation:
 
 
banks, insurance companies or other financial institutions; 
 
 
persons subject to the alternative minimum tax; 
 
 
tax-exempt organizations; 
 
 
dealers in securities or currencies; 
 
 
traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; 
 
 
persons that own, or are deemed to own, more than five percent of the series of interests (except to the extent specifically set forth below); 
 
 
certain former citizens or long-term residents of the United States; 
 
 
persons who hold the interests as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; 
 
 
persons who do not hold the interests as a capital asset within the meaning of Section 1221 of the Code (generally, for investment purposes); or 
 
 
persons deemed to sell the interests under the constructive sale provisions of the Code. 
 
In addition, if a partnership, including any entity or arrangement, domestic or foreign, classified as a partnership for U.S. federal income tax purposes, holds interests, the tax treatment of a partner generally will depend on the status of the partner and upon the activities of the partnership. Accordingly, partnerships that hold interests, and partners in such partnerships, should consult their tax advisors.
 
You are urged to consult your tax advisor with respect to the application of the U.S. federal income tax laws to your particular situation, as well as any tax consequences of the purchase, ownership and disposition of the interests arising under the U.S. federal estate or gift tax rules or under the laws of any U.S. state or local or any foreign taxing jurisdiction or under any applicable tax treaty.
 
Taxation of Each Series of Interests is Intended to be as a “C” Corporation
 
108

Proposed but not yet finalized regulations, as well as one private ruling by the IRS, indicate that each series of a series limited liability company such as our company should each be treated as a separate entity formed under local law. Our company intends to elect for each series of interests in the company to be taxed as a “C” corporation under Subchapter C of the Code, and expects that each series will be treated as a corporation for all federal and state tax purposes. Thus, each series of interests will be taxed at regular corporate rates on its income, including any gain from the sale or exchange of the assets that will be held by each series, before making any distributions to interest holders as described below.
 
Taxation of Distributions to Investors
 
A “U.S. Holder” includes a beneficial owner of interests that is, for U.S. federal income tax purposes, an individual citizen or resident of the United States.
 
Distributions to U.S. Holders out of each series’ current or accumulated earnings and profits (which would include any gains derived from the sale or exchange of the assets that will be held by each series, net of tax paid or accrued thereon, will be taxable to U.S. Holders as dividends. A U.S. Holder who receives a distribution constituting “qualified dividend income” may be eligible for reduced federal income tax rates. U.S. Holders are urged to consult their tax advisors as to whether any dividends paid by a series would be “qualified dividend income.” Distributions in excess of the current and accumulated earnings and profits of a series will not be taxable to a U.S. Holder to the extent that the distributions do not exceed the adjusted tax basis of the U.S. Holder’s interests. Rather, such distributions will reduce the adjusted basis of such U.S. Holder’s interests. Distributions in excess of current and accumulated earnings and profits that exceed the U.S. Holder’s adjusted basis in its interests will be taxable as capital gain in the amount of such excess if the interests are held as a capital asset. In addition, a 3.8% tax applies to certain investment income (referred to as the 3.8% NIIT). In general, in the case of an individual, this tax is equal to 3.8% of the lesser of (i) the taxpayer’s “net investment income” or (ii) the excess of the taxpayer’s adjusted gross income over the applicable threshold amount ($250,000 for taxpayers filing a joint return, $125,000 for married individuals filing separate returns and $200,000 for other taxpayers). In the case of an estate or trust, the 3.8% tax will be imposed on the lesser of (x) the undistributed net investment income of the estate or trust for the taxable year, or (y) the excess of the adjusted gross income of the estate or trust for such taxable year over a beginning dollar amount (currently $7,500 of the highest tax bracket for such year). Dividends are included as investment income in the determination of “net investment income” under Section 1411(c) of the Code.
 
Taxation of Dispositions of Interests
 
Upon any taxable sale or other disposition of interests, a U.S. Holder will recognize gain or loss for federal income tax purposes on the disposition in an amount equal to the difference between (i) the amount of cash and the fair market value of any property received on such disposition and (ii) the U.S. Holder’s adjusted tax basis in the interests. A U.S. Holder’s adjusted tax basis in the interests generally equals his, her or its initial amount paid for the interests and decreased by the amount of any distributions to the investor in excess of current or accumulated earnings and profits. In computing gain or loss, the proceeds that U.S. Holders receive will include the amount of any cash and the fair market value of any other property received for their interests, and the amount of any actual or deemed relief from indebtedness encumbering their interests. The gain or loss will be long-term capital gain or loss if the interests are held for more than one year before disposition. Long-term capital gains of individuals, estates and trusts currently are taxed at a maximum rate of 20% (plus any applicable state income taxes) plus the 3.8% NIIT. The deductibility of capital losses may be subject to limitation and depends on the circumstances of a particular U.S. Holder; the effect of such limitation may be to defer or to eliminate any tax benefit that might otherwise be available from a loss on a disposition of the interests. Capital losses are first deducted against capital gains, and, in the case of non-corporate taxpayers, any remaining such losses are deductible against salaries or other income from services or income from portfolio investments only to the extent of $3,000 per year.
 
Backup Withholding and Information Reporting
 
109

Generally, we must report annually to the IRS the amount of dividends paid to you, your name and address, and the amount of tax withheld, if any. A similar report will be sent to you.
Payments of dividends or of proceeds on the disposition of the interests made to you may be subject to additional information reporting and under some circumstances to backup withholding at a current rate of 24% unless you establish an exemption. Backup withholding is not an additional tax; rather, the federal income tax liability of persons subject to backup withholding is reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund or credit may generally be obtained from the IRS, provided that the required information is furnished to the IRS in a timely manner.
 
The preceding discussion of U.S. federal tax considerations is for general information only. It is not tax advice. Each prospective investor should consult its own tax advisor regarding the particular U.S. federal, state and local and foreign tax consequences, if applicable, of purchasing, holding and disposing of the interests, including the consequences of any proposed change in applicable laws.
110

LEGAL MATTERS
 
The validity of the interests offered hereby will be passed upon for us by CrowdCheck Law LLP.  
111

INDEPENDENT AUDITORS
 
Our financial statements as of December 31, 2020 and 2019 included in this offering circular have been audited by Artesian CPA, LLC, an independent auditor, as stated in its report appearing in this offering circular. Such financial statements have been so included in reliance upon the report of such firm given upon its authority in accounting and auditing.
112

WHERE YOU CAN FIND ADDITIONAL INFORMATION
 
We have filed with the Commission an offering statement on Form 1-A under the Securities Act with respect to the interests offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the Commission. For further information pertaining to us and the interests to be sold in the offerings, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference.
 
We are subject to the informational requirements of Tier 2 of Regulation A and are required to file annual reports, semiannual reports, current reports and other information with the Commission. We will make these documents publicly available, free of charge, on the Otis Platform as soon as reasonably practicable after filing such documents with the Commission.
 
You can read the offering statement and our filings with the Commission over the Internet at the Commission’s website at www.sec.gov. You may also read and copy any document we file with the Commission at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the Commission. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference facilities.
 
Our manager will answer inquiries from potential investors concerning the interests, our company, our manager and other matters relating to the offer and sale of the interests under this offering circular. We will afford the potential investors the opportunity to obtain any additional information to the extent we possess such information or can acquire such information without unreasonable effort or expense that is necessary to verify the information in this offering circular.
 
Requests and inquiries regarding this offering circular should be directed to:
 
Otis Wealth, Inc.
335 Madison Ave 4th floor
New York, NY 10017
E-Mail: hello@otiswealth.com
Tel: (201) 479-4408
Attention: Michael Karnjanaprakorn
 
We will provide requested information to the extent that we possess such information or can acquire it without unreasonable effort or expense.
113

FINANCIAL STATEMENTS
INDEX TO FINANCIAL STATEMENTS
 
Page
Consolidated Financial Statements for the Year Ended December 31, 2020 and the Period from October 8, 2019 (Inception) to December 31, 2019
 
Independent Auditor’s Report
F-1
Consolidated Balance Sheets as of December 31, 2020, with Consolidating Supplemental Information
F-4
Consolidated Balance Sheets as of December 31, 2019, with Consolidating Supplemental Information
F-6
Consolidated Statements of Operations for the Year Ended December 31, 2020, with Consolidating Supplemental Information
F-7
Consolidated Statements of Operations for the Period from October 8, 2019 (Inception) to December 31, 2019, with Consolidating Supplemental Information
F-9
Consolidated Statements of Changes in Members’ Equity for the Year Ended December 31, 2020 and the Period from October 8, 2019 (Inception) to December 31, 2019, with Consolidating Supplemental Information
F-10
Consolidated Statements of Cash Flows for the Year Ended December 31, 2020, with Consolidating Supplemental Information
F-11
Consolidated Statements of Cash Flows for the Period from October 8, 2019 (Inception) to December 31, 2019, with Consolidating Supplemental Information
F-13
Notes to Consolidated Financial Statements for the Year Ended December 31, 2020 and the Period from October 8, 2019 (Inception) to December 31, 2019
F-14
114

To the Members of
Otis Collection LLC
New York, New York
INDEPENDENT AUDITOR’S REPORT
Opinion
We have audited the accompanying consolidated financial statements of Otis Collection LLC (the “Company”) which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members’ equity/(deficit), and cash flows for the year ended December 31, 2020 and for the period from October 8, 2019 (inception) to December 31, 2019, and the related notes to the consolidated financial statements.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2020 and 2019, and the results of its consolidated operations and its cash flows for the year ended December 31, 2020 and for the period from October 8, 2019 (inception) to December 31, 2019 in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Substantial Doubt About the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, the Company sustained net losses of $476 and $353 for the year ended December 31, 2020 and for the period from October 8, 2019 (inception) to December 31, 2019, respectively, had an accumulated deficit of $829 and $353 as of December 31, 2020 and December 31, 2019, respectively, and current liabilities exceeded current assets by $265,376 as of December 31, 2020.  These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
 
Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p:  877.968.3330  f: 720.634.0905
info@ArtesianCPA.com | www.ArtesianCPA.com
F-1

Other Matters – Consolidating Supplemental Information
Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating supplemental information is presented for purposes of additional analysis of the consolidated financial statements rather than to present the financial position, results of operations, and cash flows of the individual series, and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole.
 
Responsibilities of Management for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
 
In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are available to be issued.
 
Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements, including omissions, are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
  • Exercise professional judgment and maintain professional skepticism throughout the audit.
  • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.
 
Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p:  877.968.3330  f: 720.634.0905
info@ArtesianCPA.com | www.ArtesianCPA.com
F-2

  • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements.
  • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
/s/ Artesian CPA, LLC
Denver, Colorado
April 27, 2021
 
Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p:  877.968.3330  f: 720.634.0905
info@ArtesianCPA.com | www.ArtesianCPA.com
F-3

OTIS COLLECTION LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
   
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Series Private Drop 001 Consol. Info
ASSETS
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
$
39
 
$
42
 
$
66
 
$
46,577
TOTAL CURRENT ASSETS
 
 
39
 
 
42
 
 
66
 
 
46,577
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Art and Other Collectible Assets
 
 
14,000
 
 
18,400
 
 
13,500
 
 
475,000
TOTAL OTHER ASSETS
 
 
14,000
 
 
18,400
 
 
13,500
 
 
475,000
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$
14,039
 
$
18,442
 
$
13,566
 
$
521,577
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND MEMBERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable – related party
 
$
-
 
$
-
 
$
-
 
$
310,000
Interest Payable – related party
 
 
-
 
 
-
 
 
-
 
 
-
Due to Manager
 
 
525
 
 
525
 
 
525
 
 
525
TOTAL OTHER CURRENT LIABILITIES
 
 
525
 
 
525
 
 
525
 
 
310,525
TOTAL CURRENT LIABILITIES
 
 
525
 
 
525
 
 
525
 
 
310,525
 
 
 
 
 
 
 
 
 
 
 
 
 
MEMBERS’ EQUITY
 
 
 
 
 
 
 
 
 
 
 
 
Membership Contributions
 
 
12,772
 
 
19,704
 
 
12,377
 
 
211,500
Retained Earnings/(Accumulated Deficit)
 
 
742
 
 
(1,787)
 
 
664
 
 
(448)
TOTAL MEMBERS’ EQUITY
 
 
13,514
 
 
17,917
 
 
13,041
 
 
211,052
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND MEMBERS’ EQUITY
 
$
14,039
 
$
18,442
 
$
13,566
 
$
521,577
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-4

OTIS COLLECTION LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
   
       
 
 
Total Consolidated
ASSETS
 
 
CURRENT ASSETS
 
 
Cash and Cash Equivalents
 
$
46,724
TOTAL CURRENT ASSETS
 
 
46,724
 
 
 
 
OTHER ASSETS
 
 
 
Art and Other Collectible Assets
 
 
520,900
TOTAL OTHER ASSETS
 
 
520,900
 
 
 
 
TOTAL ASSETS
 
$
567,624
 
 
 
 
LIABILITIES AND MEMBERS’ EQUITY
 
 
 
CURRENT LIABILITIES
 
 
 
Notes Payable – related party
 
$
310,000
Interest Payable – related party
 
 
-  
Due to Manager
 
 
2,100
TOTAL OTHER CURRENT LIABILITIES
 
 
312,100
TOTAL CURRENT LIABILITIES
 
 
312,100
 
 
 
 
MEMBERS’ EQUITY/(DEFICIT)
 
 
 
Membership Contributions
 
 
256,353
Accumulated Deficit
 
 
(829)
TOTAL MEMBERS’ EQUITY
 
 
255,524
 
 
 
 
TOTAL LIABILITIES AND MEMBERS’ EQUITY
 
$
567,624
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-5

OTIS COLLECTION LLC
CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2019, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
   
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Total Consolidated
ASSETS
 
 
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
 
 
Cash and Cash Equivalents
 
$
-
 
$
-
 
$
-
 
$
-  
TOTAL CURRENT ASSETS
 
 
-
 
 
-
 
 
-
 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER ASSETS
 
 
 
 
 
 
 
 
 
 
 
 
Art and Other Collectible Assets
 
 
14,000
 
 
18,400
 
 
13,500
 
 
45,900
TOTAL OTHER ASSETS
 
 
14,000
 
 
18,400
 
 
13,500
 
 
45,900
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL ASSETS
 
$
14,000
 
$
18,400
 
$
13,500
 
$
45,900
 
 
 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable – related party
 
$
14,000
 
$
18,400
 
$
13,500
 
$
45,900
Interest Payable – related party
 
 
114
 
 
138
 
 
101
 
 
353
Due to Manager
 
 
-
 
 
-
 
 
-
 
 
-  
TOTAL OTHER CURRENT LIABILITIES
 
 
14,114
 
 
18,538
 
 
13,601
 
 
46,253
TOTAL CURRENT LIABILITIES
 
 
14,114
 
 
18,538
 
 
13,601
 
 
46,253
 
 
 
 
 
 
 
 
 
 
 
 
 
MEMBERS’ EQUITY/(DEFICIT)
 
 
 
 
 
 
 
 
 
 
 
 
Membership Contributions
 
 
-
 
 
-
 
 
-
 
 
-  
Accumulated Deficit
 
 
(114)
 
 
(138)
 
 
(101)
 
 
(353)
TOTAL MEMBERS’ EQUITY/(DEFICIT)
 
 
(114)
 
 
(138)
 
 
(101)
 
 
(353)
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL LIABILITIES AND MEMBERS’ EQUITY/(DEFICIT)
 
$
14,000
 
$
18,400
 
$
13,500
 
$
45,900
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-6

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
 
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Series Private Drop 001 Consol. Info
Operating Income
 
 
 
 
 
 
 
 
Revenue
 
$
-
 
$
-
 
$
-
 
$
-
Gross Profit
 
 
 -
 
 
-
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expense
 
 
 
 
 
 
 
 
 
 
 
 
Organizational Costs
 
 
550
 
 
550
 
 
525
 
 
448
Sourcing Fees
 
 
120
 
 
645
 
 
138
 
 
-
Other Fees
 
 
31
 
 
132
 
 
129
 
 
-
Total Operating Expenses
 
 
701
 
 
1,327
 
 
792
 
 
448
Net Loss from Operations
 
 
(701)
 
 
(1,327)
 
 
(792)
 
 
(448)
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Income/(Expenses)
 
 
 
 
 
 
 
 
 
 
 
 
Gain on Loan Amendment
 
 
(1,750)
 
 
-
 
 
(1,750)
 
 
-
Interest Expense
 
 
193
 
 
322
 
 
193
 
 
-
Total Other Income/(Expenses)
 
 
(1,557)
 
 
322
 
 
(1,557)
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Income/(Loss)
 
$
856
 
$
(1,649)
 
$
765
 
$
(448)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Diluted Income/(Loss) per Membership Interest
 
$
1.65
 
$
(2.06)
 
$
1.53
 
$
(0.12)
Weighted Average Membership Interests
 
 
520
 
 
800
 
 
500
 
 
4,230
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-7

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
 
       
 
 
Total Consolidated
Operating Income
 
 
Revenue
 
$
-  
Gross Profit
 
 
-  
 
 
 
 
Operating Expense
 
 
 
Organizational Costs
 
 
2,073
Sourcing Fees
 
 
903
Other Fees
 
 
292
Total Operating Expenses
 
 
3,268
Net Loss from Operations
 
 
 (3,268)
 
 
 
 
Other Income/(Expenses)
 
 
 
Gain on Loan Amendment
 
 
(3,500)
Interest Expense
 
 
708
Total Other Income/(Expenses)
 
 
(2,792)
 
 
 
 
Net Income/(Loss)
 
$
 (476)
 
 
 
 
Basic and Diluted Income/(Loss) per Membership Interest
 
 
N/A
Weighted Average Membership Interests
 
 
N/A
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-8

OTIS COLLECTION LLC
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE period from October 8, 2019 (inception) to December 31, 2019, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
 
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Total Consolidated
Operating Income
 
 
 
 
 
 
 
 
Revenue
 
$
-
 
$
-
 
$
-
 
$
-
Gross Profit
 
 
 -
 
 
-
 
 
-
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Expense
 
 
 
 
 
 
 
 
 
 
 
 
Organizational Costs
 
 
-
 
 
-
 
 
-
 
 
-
Sourcing Fees
 
 
-
 
 
-
 
 
-
 
 
-
Other Fees
 
 
-
 
 
-
 
 
-
 
 
-
Total Operating Expenses
 
 
-
 
 
-
 
 
-
 
 
-  
Net Loss from Operations
 
 
-
 
 
-
 
 
-
 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
Other Expenses
 
 
 
 
 
 
 
 
 
 
 
 
Gain on Loan Amendment
 
 
-
 
 
-
 
 
-
 
 
-
Interest Expense
 
 
114
 
 
138
 
 
101
 
 
353
Total Other Expenses
 
 
114
 
 
138
 
 
101
 
 
353
 
 
 
 
 
 
 
 
 
 
 
 
 
Net Loss
 
$
(114)
 
$
(138)
 
$
(101)
 
$
(353)
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic and Diluted Income/(Loss) per Membership Interest
 
$
(114)
 
$
(138)
 
$
(101)
 
 
N/A
Weighted Average Membership Interests
 
 
1
 
 
1
 
 
1
 
 
N/A
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-9

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ EQUITY/(DEFICIT) FOR THE YEAR ENDED DECEMBER 31, 2020 AND FOR THE PERIOD FROM OCTOBER 8, 2019 (INCEPTION) TO DECEMBER 31, 2019, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION
 
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Series Private Drop 001 Consol. Info
Balance October 8, 2019 (Inception)
 
$
-
 
$
-
 
$
-
 
$
-
Net Loss
 
 
(114)
 
 
(138)
 
 
(101)
 
 
-
Membership Contributions
 
 
-
 
 
-
 
 
-
 
 
-
Less Brokerage Fees
 
 
-
 
 
-
 
 
-
 
 
-
Balance December 31, 2019
 
$
(114)
 
$
(138)
 
$
(101)
 
$
-
Net Income/(Loss)
 
 
856
 
 
(1,649)
 
 
765
 
 
(448)
Membership Contributions
 
 
13,000
 
 
20,000
 
 
12,500
 
 
211,500
Less Brokerage Fees
 
 
(228)
 
 
(296)
 
 
(123)
 
 
-
Balance December 31, 2020
 
$
13,514
 
$
17,917
 
$
13,041
 
$
211,052
 
       
 
 
Total Consolidated
Balance October 8, 2019 (Inception)
 
$
-
Net Loss
 
 
(353)
Membership Contributions
 
 
-
Less Brokerage Fees
 
 
-
Balance December 31, 2019
 
$
(353)
Net Income/(Loss)
 
 
(476)
Membership Contributions
 
 
257,000
Less Brokerage Fees
 
 
(647)
Balance December 31, 2020
 
$
255,524
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-10

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION 
 
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Series Private Drop 001 Consol. Info
Cash Flows From Operating Activities:
 
 
 
 
 
 
 
 
Net Income/(Loss) For the Period
 
$
856
 
$
(1,649)
 
$
765
 
$
(448)
Adjustment to reconcile Net Income/(Loss) to Net Cash used in operations:
 
 
 
 
 
 
 
 
 
 
 
 
Gain on Loan Amendment
 
 
(1,750)
 
 
-
 
 
(1,750)
 
 
-
Interest Payable – related party
 
 
(114)
 
 
(138)
 
 
(101)
 
 
-
Total Adjustments
 
 
(1,864)
 
 
(138)
 
 
(1,851)
 
 
-
Net Cash Used In Operating Activities
 
 
(1,008)
 
 
(1,787)
 
 
(1,086)
 
 
(448)
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of Loans – related party
 
 
(12,250)
 
 
(18,400)
 
 
(11,750)
 
 
(165,000)
Due to Manager
 
 
525
 
 
525
 
 
525
 
 
525
Membership Contributions
 
 
12,772
 
 
19,704
 
 
12,377
 
 
211,500
Net Cash Flows Provided By Financing Activities
 
 
1,047
 
 
1,829
 
 
1,152
 
 
47,025
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash at Beginning of Period
 
 
-
 
 
-
 
 
-
 
 
-
Net Increase (Decrease) In Cash
 
 
39
 
 
42
 
 
66
 
 
46,577
Cash at End of Period
 
$
39
 
$
42
 
$
66
 
$
46,577
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Non-Cash Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of Art and Other Collectibles by Issuance of Notes Payable – related party
 
$
-
 
$
-
 
$
-
 
$
475,000
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
 
 
 
 
 
 
 
 
 
Cash Paid for Interest Expense
 
$
114
 
$
138
 
$
101
 
$
-
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-11

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2020, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION 
 
       
 
 
Total Consolidated
Cash Flows From Operating Activities:
 
 
Net Loss For the Period
 
$
(476)
Adjustment to reconcile Net Loss to Net Cash used in operations:
 
 
 
Gain on Loan Amendment
 
 
(3,500)
Interest Payable – related party
 
 
(353)
Total Adjustments
 
 
(3,853)
Net Cash Used In Operating Activities
 
 
 (4,329)
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
Repayment of Loans – related party
 
 
(207,400)
Due to Manager
 
 
2,100
Membership Contributions
 
 
256,353
Net Cash Flows Provided By Financing Activities
 
 
51,053
 
 
 
 
Cash at Beginning of Period
 
 
-  
Net Increase (Decrease) In Cash
 
 
46,724
Cash at End of Period
 
$
46,724
 
 
 
 
Supplemental Disclosure of Non-Cash Financing Activities:
 
 
 
Purchase of Art and Other Collectibles by Issuance of Notes Payable – related party
 
$
475,000
 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
Cash Paid for Interest Expense
 
$
353
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-12

OTIS COLLECTION LLC
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE period from October 8, 2019 (inception) to December 31, 2019, WITH CONSOLIDATING SUPPLEMENTAL INFORMATION 
 
                         
 
 
Series Collection Drop 001 Consol. Info
 
Series Collection Drop 002 Consol. Info
 
Series Collection Drop 003 Consol. Info
 
Total Consolidated
Cash Flows From Operating Activities:
 
 
 
 
 
 
 
 
Net Loss For the Period
 
$
(114)
 
$
(138)
 
$
(101)
 
$
(353)
Adjustment to reconcile Net Loss to Net Cash used in operations:
 
 
 
 
 
 
 
 
 
 
 
 
Interest Payable – related party
 
 
114
 
 
138
 
 
101
 
 
353
Total Adjustments
 
 
114
 
 
138
 
 
101
 
 
353
Net Cash Used In Operating Activities
 
 
-
 
 
-
 
 
-
 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash Flows From Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Repayment of Loans – related party
 
 
-
 
 
-
 
 
-
 
 
-  
Due to Manager
 
 
-
 
 
-
 
 
-
 
 
-  
Membership Contributions
 
 
-
 
 
-
 
 
-
 
 
-  
Net Cash Flows Provided By Financing Activities
 
 
-
 
 
-
 
 
-
 
 
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash at Beginning of Period
 
 
-
 
 
-
 
 
-
 
 
-  
Net Increase (Decrease) In Cash
 
 
-
 
 
-
 
 
-
 
 
-  
Cash at End of Period
 
$
-
 
$
-
 
$
-
 
$
-  
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Non-Cash Financing Activities:
 
 
 
 
 
 
 
 
 
 
 
 
Purchase of Art and Other Collectibles by Issuance of Notes Payable – related party
 
$
14,000
 
$
18,400
 
$
13,500
 
$
45,900
 
 
 
 
 
 
 
 
 
 
 
 
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
 
 
 
 
 
 
 
 
 
Cash Paid for Interest Expense
 
$
-
 
$
-
 
$
-
 
$
-
 
See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements
F-13

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
NOTE 1: NATURE OF OPERATIONS 
Otis Collection LLC (the “Company”) is a series limited liability company formed on October 8, 2019 pursuant to Section 18-215 of the Delaware Limited Liability Company Act. The Company was formed to engage in the business of acquiring and managing a collection of investment-grade art and collectibles (such assets or group of assets, the “Underlying Assets”). The Company has created, and it is expected that the Company will continue to create, separate series of the Company (each, a “Series”), and that each Underlying Asset will be owned by a separate Series and that the assets and liabilities of each Series will be separate in accordance with Delaware law. Investors acquire membership interests (the “Interests”) in each Series and will be entitled to share in the return of that particular Series but will not be entitled to share in the return of any other Series.
The Company is dependent upon additional capital resources for its planned principal operations and subject to significant risks and uncertainties, including failure to secure funding to continue to operationalize the Company’s plans or failing to profitably operate the business.
Otis Wealth, Inc. is the manager of the Company (the “Manager”) and serves as the asset manager for each Series (the “Asset Manager”) to manage the Underlying Assets related to each Series. The Series acquire the Underlying Assets from the Manager, financed through interest-bearing promissory notes issued to the Manager, and the Manager develops the financial, offering and other materials to begin offering the Interests through a mobile app-based investment platform called Otis (the “Otis Platform”).
The Company sells and intends to continue selling Interests in a number of separate individual Series. Investors in any Series acquire a proportional share of income and liabilities as they pertain to a particular Series, and the sole assets and liabilities of any given Series at the time of the closing of an offering related to that particular Series are an Underlying Asset (plus any cash reserves for future operating expenses). All voting rights, except as specified in the Operating Agreement or required by law, remain with the Manager (e.g., determining the type and quantity of general maintenance and other expenses required for the appropriate upkeep of each Underlying Asset, determining how to best commercialize the applicable Underlying Assets, evaluating potential sale offers and the liquidation of a Series). The Manager manages the ongoing operations of each Series in accordance with the Company’s limited liability company agreement, dated October 10, 2019, as amended and restated from time to time (the “Operating Agreement”).
Operating Agreement
General
In accordance with the Operating Agreement, each Interest holder in a Series grants a power of attorney to the Manager. The Manager has the right to appoint officers of the Company and each Series.
F-14

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Voting Rights
The Manager has broad authority to take action with respect to the Company and any Series. Interest holders do not have any voting rights as an Interest holder in the Company or a Series except with respect to:
the removal of the Manager;
 
the dissolution of the Company upon the for-cause removal of the Managing Member; and
 
an amendment to the Operating Agreement that would:
 
o
adversely affect the rights of an Interest holder in any material respect;
 
o
reduce the voting percentage required for any action to be taken by the holders of Interests in the Company under the Operating Agreement;
 
o
change the situations in which the Company and any Series can be dissolved or terminated;
 
o
change the term of the Company (other than the circumstances provided in the Operating Agreement); or
 
o
give any person the right to dissolve the Company.
 
When entitled to vote on a matter, each Interest holder will be entitled to one vote per Interest held by it on all matters submitted to a vote of the Interest holders of an applicable Series or of the Interest holders of all Series of the Company, as applicable. The removal of the Manager as manager of the Company and all Series must be approved by two thirds of the votes that may be cast by all Interest holders in any Series. All other matters to be voted on by the Interest holders must be approved by a majority of the votes cast by all Interest holders in any Series present in person or represented by proxy.
F-15

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Distributions Upon Liquidation
Upon the occurrence of a liquidation event relating to the Company as a whole or any Series, the Manager (or a liquidator selected by the Manager) is charged with winding up the affairs of the Series or the Company as a whole, as applicable, and liquidating its assets. Upon the liquidation of a Series or the Company as a whole, as applicable, the Underlying Assets will be liquidated and any after-tax proceeds distributed: (i) first, to any third-party creditors; (ii) second, to any creditors that are the Manager or its affiliates (e.g., payment of any outstanding Operating Expenses Reimbursement Obligation); and thereafter, (iii) first, 100% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series) until the Interest holders receive back 100% of their capital contribution and second, (A) 10% to the Manager and (B) 90% to the Interest holders of the relevant Series, allocated pro rata based on the number of Interests held by each Interest holder (which may include the Manager, any of its affiliates and asset sellers and which distribution within a Series will be made consistent with any preferences which exist within such Series).
Free Cash Flow Distributions
The Manager has sole discretion in determining what distributions of free cash flow, if any, are made to holders of Interests of each Series. Free cash flow consists of the net income (as determined under accounting principles generally accepted in the United States of America (“GAAP”)) generated by such Series plus any change in net working capital and depreciation and amortization (and any other non-cash operating expenses) and less any capital expenditures related to the Underlying Asset related to such Series. The Manager may maintain free cash flow funds in a deposit account or an investment account for the benefit of the Series.  
Any free cash flow generated by a Series from the utilization of the Underlying Asset related to such Series shall be applied within the Series in the following order of priority: 
repay any amounts outstanding under Operating Expenses Reimbursement Obligations plus accrued interest;
 
thereafter to create such reserves as the Manager deems necessary, in its sole discretion, to meet future operating expenses; and 
 
thereafter by way of distribution to holders of the Interests of such Series (net of corporate income taxes applicable to the Series), which may include asset sellers of the Underlying Asset related to such Series or the Manager or any of its affiliates.
 
F-16

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Manager’s Interest
At the closing of each offering, and unless otherwise set forth in the applicable Series designation, the Manager shall acquire a minimum of 2% and up to a maximum of 19.99% of the Interests sold in connection with each offering (of which the Manager may sell all or any portion from time to time following the closing of such offering) for the same price per share offered to all other potential investors, although such minimum and maximum thresholds may be waived or modified by the Manager in its sole discretion.  
NOTE 2:  GOING CONCERN
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. Neither the Company nor any Series has generated revenues or profits since inception. 
On a total consolidated basis, the Company sustained net losses of $476 and $353 for the year ended December 31, 2020 and for the period from October 8, 2019 (inception) to December 31, 2019, respectively. On a total consolidated basis, the Company had an accumulated deficit of $829 and $353 as of December 31, 2020 and December 31, 2019, respectively. On a total consolidated basis, the Company’s current liabilities exceed current assets by $265,376 as of December 31, 2020.
The Company’s ability to continue as a going concern for the next twelve months following the date the consolidated financial statements were available to be issued is dependent upon its ability to obtain additional capital financing. No assurance can be given that the Company will be successful in these efforts.
These factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accounting and reporting policies of the Company conform to GAAP. The Company adopted the calendar year as its basis of reporting.
The accompanying consolidated financial statements include the accounts of the Company as well as its Series required to be consolidated under GAAP.
F-17

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Manager to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers short-term, highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. Cash consists of funds held in the Company’s checking account. As of December 31, 2020 and December 31, 2019, the Company had no cash on hand, respectively. However, Series’ checking accounts hold funds, as presented in the consolidating information.
Subscriptions Receivable
 
The Company records membership contributions at the effective date. If subscriptions are not funded upon issuance, the Company records a subscription receivable as an asset on the balance sheet. When subscription receivables are not received prior to the issuance of financial statements at a reporting date in satisfaction of the requirements under the Financial Accounting Standards Board (“FASB”) ASC 505-10-45-2, the subscription receivables are reclassified as a contra account to members’ equity/(deficit) on the balance sheet. Each Series has a minimum offering size that, once met, will result in the eventual successful subscription to and closing of the Series. Subscriptions Receivable consists of membership subscriptions sold prior to year ended date for which the minimum subscription requirement was met. As of December 31, 2020 and December 31, 2019, the Company had no Subscriptions Receivable, respectively.
 
Art and Other Collectible Assets
The Underlying Assets, including art and other collectible assets, are recorded at cost. The cost of the Underlying Asset includes the purchase price, including any deposits for the Underlying Asset funded by the Manager and acquisition expenses, which include all fees, costs and expenses incurred in connection with the evaluation, discovery, investigation, development and acquisition of the Underlying Asset related to each Series incurred prior to the closing, including brokerage and sales fees and commissions (but excluding the brokerage fee referred to above), appraisal fees, research fees, transfer taxes, third-party industry and due diligence experts, auction house fees and travel and lodging for inspection purposes.
F-18

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
The Company treats the Underlying Assets as long-lived assets, and the Underlying Assets will be subject to an annual test for impairment and will not be depreciated or amortized. These long-lived assets are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
The Underlying Assets are purchased by the Series from the Manager in exchange for either a non-interest-bearing or an interest-bearing promissory note. The Series uses the proceeds of the offering to pay off the note. Acquisition expenses are typically paid for in advance by the Manager and are reimbursed by the Series from the proceeds of the offering. The Series also distributes the appropriate amounts for the brokerage fee and, if applicable, the sourcing fee, using cash from the offering.
 
Acquisition expenses related to a particular Series that are incurred prior to the closing of an offering are initially funded by the Manager but will be reimbursed with the proceeds from an offering related to such Series, to the extent described in the applicable offering document.
To the extent that certain expenses are anticipated prior to the closing of an offering but are to be incurred after the closing (e.g., storage fees), additional cash from the proceeds of the offering will be retained on the Series balance sheet as reserves to cover such future anticipated expenses after the closing of the offering. Acquisition expenses are capitalized into the cost of the Underlying Asset. Should a proposed offering prove to be unsuccessful, the Company will not reimburse the Manager, and these expenses will be accounted for as capital contributions, and the acquisition expenses expensed.
As of December 31, 2020 and December 31, 2019, the Company’s total investment in the Underlying Assets across all Series was $520,900 and $45,900, respectively, as detailed in the table below. The Company does not believe any of its Underlying Assets are impaired as of December 31, 2020 and December 31, 2019.
F-19

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
           
Series
Series Description
As of December 31, 2020
As of December 31, 2019
Series Collection Drop 001
Amazing Spider-Man #129
$
14,000
$
14,000
Series Collection Drop 002
Nike x Off White: The Ten
 
18,400
 
        18,400
Series Collection Drop 003
Giant Size X-Men #1
 
13,500
 
13,500
Series Private Drop 001
Untitled Escape Collage painting by Rashid Johnson
 
475,000
 
-
Total
$
520,900
$
45,900
 
Fair Value of Financial Instruments
FASB guidance specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active).
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable.
The carrying amounts reported in the balance sheets approximate their fair value.
 
Revenue Recognition
The Company adopted ASU 2014-09, Revenue from Contracts with Customers, and its related amendments (collectively known as “ASC 606”), effective January 1, 2019.
 
The Company determines revenue recognition through the following steps:
F-20

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
identification of a contract with a customer;
identification of the performance obligations in the contract;
determination of the transaction price;
allocation of the transaction price to the performance obligations in the contract; and
recognition of revenue when or as the performance obligations are satisfied.
Revenues are expected to be derived from the sale of each Underlying Asset in the associated Series. As of December 31, 2020 and December 31, 2019, the Company had recognized no revenue as there had been no sales of Underlying Assets in any Series.
Operating Expenses
After the closing of an offering of Interests, each Series is responsible for its own operating expenses, including any and all fees, costs and expenses incurred in connection with the management of the Underlying Assets. This includes transportation, import taxes, income taxes, storage (including property rental fees should the Manager decide to rent a property to store a number of Underlying Assets), security, valuation, custodial, marketing and utilization of the Underlying Assets; any fees, costs and expenses incurred in connection with preparing any reports and accounts of each Series, including any blue sky filings required in order for a Series to be made available to investors in certain states, any annual audit of the accounts of such Series (if applicable) and any reports to be filed with the Securities and Exchange Commission; any and all insurance premiums or expenses, including directors and officers insurance of the directors and officers of the Manager or Asset Manager, in connection with the Underlying Assets; any withholding or transfer taxes imposed on the Company, a Series or any Interest holders as a result of its or their earnings, investments or withdrawals; any governmental fees imposed on the capital of the Company or a Series or incurred in connection with compliance with applicable regulatory requirements; any legal fees and costs (including settlement costs) arising in connection with any litigation or regulatory investigation instituted against the Company, a Series or the Manager in connection with the affairs of the Company or a Series; the fees and expenses of any administrator, if any, engaged to provide administrative services to the Company or a Series; all custodial fees, costs and expenses in connection with the holding of an Underlying Asset; any fees, costs and expenses of a third-party registrar and transfer agent appointed by the Manager in connection with a Series; the cost of the audit of the annual consolidated financial statements of the Company or a Series and the preparation of tax returns and circulation of reports to Interest holders; any indemnification payments; the fees and expenses of counsel to the Company or a Series in connection with advice directly relating to its legal affairs; the costs of any other outside appraisers, valuation firms, accountants, attorneys or other experts or consultants engaged by the Manager in connection with the operations of the Company or a Series; and any similar expenses that may be determined to be operating expenses, as determined by the Manager in its reasonable discretion.
F-21

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Prior to the closing, operating expenses are borne by the Manager and not reimbursed by the Series. The Manager will bear its own expenses of an ordinary nature, including all costs and expenses on account of rent (other than for storage of the Underlying Assets), supplies, secretarial expenses, stationery, charges for furniture, fixtures and equipment, payroll taxes, remuneration and expenses paid to employees and utilities expenditures (excluding utilities expenditures in connection with the storage of the Underlying Assets).
If the operating expenses exceed the amount of revenues generated from an Underlying Asset and cannot be covered by any operating expense reserves on the balance sheet of such Series, the Manager may (a) pay such operating expenses and not seek reimbursement; (b) loan the amount of the operating expenses to the applicable Series, on which the Manager may impose a reasonable rate of interest, and be entitled to reimbursement of such amount from future revenues generated by such Underlying Asset (“Operating Expenses Reimbursement Obligation(s)”); and/or (c) cause additional Interests to be issued in the such Series in order to cover such additional amounts.
Sourcing Fee: The Asset Manager will be paid a fee as compensation for sourcing each Underlying Asset in an amount equal to up to 10% of the gross offering proceeds of each offering; provided that such sourcing fee may be waived by the Asset Manager.
Brokerage Fee: The broker of record for each offering is expected to receive a brokerage fee equal to 1% of the amount raised from investors through each offering. The Company complies with the requirements of FASB ASC 340-10-S99-1 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. The deferred offering costs are charged to members’ equity upon the completion of an offering or to expense if the offering is not completed.
Organizational Costs: In accordance with FASB ASC 720, organizational costs, including accounting fees, legal fees and costs of incorporation, are expensed as incurred.
Income Taxes
The Company is a series limited liability company. Accordingly, under the Internal Revenue Code (the “IRC”), all Company taxable income or loss flows through to its sole member, the Manager. Therefore, no provision for income tax has been recorded in the statements. Income from the Company is reported and taxed to the members on its individual tax return. However, the Company has elected, in accordance with the IRC, to treat each individual Series as a separate subchapter C corporation for tax purposes. No tax provision has been recorded for any Series through the balance sheet date as each is in a taxable loss position and no further tax benefits can be reasonably anticipated.
F-22

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Each individual Series records a valuation allowance when it is more likely than not that some portion or all of the deferred tax assets primarily resulting from net operating losses will not be realized. The Company’s net operating loss carryforwards as of December 31, 2020 and 2019 were approximately $829 and $353, respectively, which produced net deferred tax assets of $216 and $92, respectively, using the Company’s estimated future effective tax rate of 26.1%. Based on consideration of the available evidence, including historical losses, the Company’s net deferred tax assets from its net operating loss carryforwards as of December 31, 2020 and 2019 are fully offset by a valuation allowance, and therefore, no tax benefit applicable to the loss for each individual Series for the years ended December 31, 2020 and 2019 has been recognized. The net losses do not expire for federal income tax purposes.
The Company complies with FASB ASC 740 for accounting for uncertainty in income taxes recognized in a company’s consolidated financial statements, which prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s consolidated financial statements. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.
The Company may in the future become subject to federal, state and local income taxation though it has not been since its inception. The Company is not presently subject to any income tax audit in any taxing jurisdiction.
Earnings (Loss) / Income per Membership Interest
Upon completion of an offering, each Series intends to comply with accounting and disclosure requirement of ASC Topic 260, “Earnings per Share.” For each Series, earnings (loss) / income per Interest (“EPI”) will be computed by dividing net (loss) / income for a particular Series by the weighted average number of outstanding Interests in that particular Series during the year.
As of December 31, 2020, four Series had closed offerings, and the (losses) / income per membership Interest for each Series were as follows:
           
 
12/31/2020
Series
Membership Interests
Net (Loss) / Income
EPI
Series Collection Drop 001
520
$
856
$
1.65
Series Collection Drop 002
800
 
(1,649)
 
(2.06)
Series Collection Drop 003
500
 
765
 
1.53
Series Private Drop 001
4,230
$
(448)
$
(0.12)
F-23

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
As of December 31, 2019, no Series had closed an offering.
Allocation Methodology
To the extent relevant, offering Expenses, acquisition Expenses, operating Expenses, revenue generated from Underlying Assets and any indemnification payments made by the Company will be allocated amongst the various Interests in accordance with the Manager’s allocation policy. The allocation policy requires the Manager to allocate items that are allocable to a specific Series to be borne by, or distributed to, as applicable, the applicable Series. If, however, an item is not allocable to a specific Series but to the Company in general, it will be allocated pro rata based on the value of Underlying Assets or the number of Interests, as reasonably determined by the Manager or as otherwise set forth in the allocation policy. By way of example, it is anticipated that revenues and expenses will be allocated as follows:
Revenue or Expense Item
 
Details
 
Allocation Policy (if revenue or expense is not clearly allocable to a specific Underlying Asset)
Revenue
 
Revenue from events and leasing opportunities for the asset
 
Allocable pro rata to the value of each Underlying Asset
 
Asset sponsorship models
 
Allocable pro rata to the value of each Underlying Asset
 
Offering Expenses
 
Filing expenses related to submission of regulatory paperwork for a series
 
Allocable pro rata to the number of Underlying Assets
 
 
Underwriting expense incurred outside of Brokerage Fee
 
Allocable pro rata to the number of Underlying Assets
 
 
Legal expenses related to the submission of regulatory paperwork for a series
 
Allocable pro rata to the number of Underlying Assets
 
 
Audit and accounting work related to the regulatory paperwork or a series
 
Allocable pro rata to the number of Underlying Assets
 
 
Escrow agent fees for the administration of escrow accounts related to the offering
 
Allocable pro rata to the number of Underlying Assets
 
 
Compliance work, including diligence related to the preparation of a series
 
Allocable pro rata to the number of Underlying Assets
 
F-24

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Acquisition Expense
 
Transportation of Underlying Asset as at time of acquisition
 
Allocable pro rata to the number of Underlying Assets
 
 
Insurance of Underlying Asset as at time of acquisition
 
Allocable pro rata to the value of each Underlying Asset
 
 
Preparation of marketing materials
 
Allocable pro rata to the number of Underlying Assets
 
 
Pre-purchase inspection
 
Allocable pro rata to the number of Underlying Assets
 
 
Interest expense in the case an Underlying Asset was pre-purchased us prior to the closing of an offering through a loan
 
Allocable directly to the applicable Underlying Asset
 
 
Storage
 
Allocable pro rata to the number of Underlying Assets
 
 
Security (e.g., surveillance and patrols)
 
Allocable pro rata to the number of Underlying Assets
 
 
Custodial fees
 
Allocable pro rata to the number of Underlying Assets
 
Operating Expense
 
Appraisal and valuation fees
 
Allocable pro rata to the number of Underlying Assets
 
 
Marketing expenses in connection with any revenue-generating event
 
Allocable pro rata to the value of each Underlying Asset
 
 
Insurance
 
Allocable pro rata to the value of each Underlying Asset
 
 
Maintenance
 
Allocable directly to the applicable Underlying Asset
 
 
Transportation to any revenue-generating event
 
Allocable pro rata to the number of Underlying Assets
 
 
Ongoing reporting requirements (e.g., Reg A+ or Exchange Act reporting)
 
Allocable pro rata to the number of Underlying Assets
 
 
Audit, accounting and bookkeeping related to the reporting requirements of the series
 
Allocable pro rata to the number of Underlying Assets
 
 
Other revenue-generating event related expenses (e.g., location, catering, facility management, film and photography crew)
 
Allocable pro rata to the value of each Underlying Asset
 
F-25

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Indemnification Payments
 
Indemnification payments under the operating agreement
 
Allocable pro rata to the value of each Underlying Asset
 
Notwithstanding the foregoing, the Manager may revise and update the allocation policy from time to time in its reasonable discretion without further notice.
 
NOTE 4: RELATED PARTY TRANSACTIONS
In the normal course of business, the Series have and will acquire Underlying Assets from the Manager in exchange for promissory notes, which may or may not be interest bearing. Principal and accrued interest are due within fourteen days of the closing of the offering for the associated Series. The principal balance due to the Manager as of December 31, 2020 was $310,000, with interest payable to the Manager of $0 as detailed in the table below:
               
Series
Interest Rate(1)
Note Principal Payable
Note Interest Payable
Total Due to Manager
Series Private Drop 001(2)
0%
$
310,000
$
-
$
310,000
Total
 
$
310,000
$
-
$
310,000
 
(1)
Notes with a 0% interest rate are non-interest bearing.
 
(2)
On October 7, 2020, Series Private Drop 001 held a partial closing of $165,000 as part of an aggregate $500,000 offering and used this amount to prepay a portion of the note principal payable.
 
The principal balance due to the Manager as of December 31, 2019 was $45,900, with interest payable to the Manager of $353 as detailed in the table below:
               
Series
Interest Rate(1)
Note Principal Payable
Note Interest Payable
Total Due to Manager
Series Collection Drop 001(2)
7.5%
$
14,000
$
114
$
14,114
Series Collection Drop 002
7.5%
 
18,400
 
138
 
18,538
Series Collection Drop 003(3)
7.5%
 
13,500
 
101
 
13,601
Total
 
$
45,900
$
353
$
46,253
 
(1)
The notes bear interest at an annualized rate as stated over a four-month period.
F-26

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
(2)
On April 23, 2020, Series Collection Drop 001 entered into a First Amendment to Purchase and Sale Agreement with the Manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 001 Underlying Asset from the Manager set forth in that certain Purchase and Sale Agreement, dated November 22, 2019. Series Collection Drop 001 had issued a promissory note, dated November 22, 2019, to the Manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 001 issued a promissory note, dated April 23, 2020, to the Manager in the sum of $12,250, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 001 promissory note reissuance, the Company recognized a $1,750 gain on loan amendment for the year ended December 31, 2020.
 
(3)
On April 23, 2020, Series Collection Drop 003 entered into a First Amendment to Purchase and Sale Agreement with the Manager, which amendment amended the purchase price and consideration for the acquisition of the Series Collection Drop 003 Underlying Asset from the Manager set forth in that certain Purchase and Sale Agreement, dated November 25, 2019. Series Collection Drop 003 had issued a promissory note, dated November 25, 2019, to the Manager as the original consideration for the asset acquisition. As replacement consideration therefor in connection with the amendment, Series Collection Drop 003 issued a promissory note, dated April 23, 2020, to the Manager in the sum of $11,750, which amended and restated in its entirety, and replaced, the original note. Aside from the revised principal amount, the note was unchanged. As a result of the Series Collection Drop 003 promissory note reissuance, the Company recognized a $1,750 gain on loan amendment for the year ended December 31, 2020.
 
Because these are related party transactions, no guarantee can be made that the terms of the arrangements are at arm’s length.
NOTE 5: DUE TO MANAGER
To fund its organizational and start-up activities as well as to advance funds on behalf of a Series to purchase assets, the Manager has covered the expenses and costs of the Company and its Series thus far on a non-interest-bearing extension of revolving credit. The Company will evaluate when is best to repay the Manager depending on operations and fundraising ability. In general, the Company will repay the Manager for funds extended to acquire assets from the Series subscription proceeds (less the applicable management fees), as they are received. As of December 31, 2020, in addition to the amounts as discussed in Note 4, the Company had $2,100 due to the Manager for accounting fees associated with and incurred on behalf of the Series as detailed in the table below:
F-27

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
     
Series
Accounting Fees
Series Collection Drop 001
$
525
Series Collection Drop 002
 
525
Series Collection Drop 003
 
525
Series Private Drop 001
 
525
Total
$
2,100
 
As of December 31, 2019, the Company had $0 due to the Manager in addition to the amounts as discussed in Note 4.
NOTE 6: MEMBERS’ LIABILITY
The Company is organized as a series limited liability company. As such, the liability of the members of the Company for the financial obligations of the Company is limited to each member’s contribution of capital.
NOTE 7: MEMBERS’ EQUITY
The members of each Series have certain rights with respect to the Series to which they are subscribed. Each Series generally holds a single asset or a collection of assets. A Series member is entitled to their pro rata share of the net profits derived from the Underlying Asset held in that series after deduction of expense allocations and direct expenses attributable to the Underlying Asset, based on their percentage of the total outstanding Interests in that Series.
The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, are solely the debts, obligations and liabilities of the Company, and no member of the Company is obligated personally for any such debt, obligation or liability.
Series Subscriptions
 
As of December 31, 2020, the Company received and closed subscriptions of $257,000 for the following Series:
 
         
Series
Interests Sold as of 12/31/2020
Subscription Amount
Closed Date
Series Collection Drop 001
520
$
13,000
08/27/20
Series Collection Drop 002
800
 
20,000
09/04/20
Series Collection Drop 003
500
 
12,500
09/22/20
Series Private Drop 001(1)
4,230
 
211,500
10/07/20
Total
6,050
$
257,000
 
F-28

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
(1)
As of December 31, 2020, Series Private Drop 001 had held partial closings of $211,500 as part of an aggregate $500,000 offering.
 
As of December 31, 2019, the Company had offered no Series interests to the general public, so the Company had received no subscriptions for any Series, and no Series offering had closed.
 
NOTE 8:  RECENT ACCOUNTING PRONOUNCEMENTS
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). This ASU supersedes the previous revenue recognition requirements in ASC Topic 605—Revenue Recognition and most industry-specific guidance throughout the ASC. The core principle within this ASU is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration expected to be received for those goods or services. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, which deferred the effective date for ASU 2014-09 by one year to fiscal years beginning after December 15, 2017, while providing the option to early adopt for fiscal years beginning after December 15, 2016. Transition methods under ASU 2014-09 must be through either (i) retrospective application to each prior reporting period presented or (ii) retrospective application with a cumulative effect adjustment at the date of initial application. The Company adopted this new standard upon formation in October 2019.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU requires a lessee to recognize a right-of-use asset and a lease liability under most operating leases in its balance sheet. The ASU is effective for annual and interim periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted. The Company is continuing to evaluate the impact of this new standard on our financial reporting and disclosures.
The Company does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.
NOTE 9: COMMITMENTS AND CONTINGENCIES
The Company is not currently involved with and does not know of any pending or threatened litigation against the Company, its member or the Manager.
F-29

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
In December 2019, a novel strain of coronavirus, referred to as COVID-19, was reported in Wuhan, China. COVID-19 has since spread to other countries, including the United States, and was declared a pandemic by the World Health Organization. Efforts to contain the spread of COVID-19 have intensified, and most states and localities in the United States and countries in Europe and Asia have implemented severe travel and social restrictions, including social distancing, “shelter-in-place” orders and restrictions on the types of businesses that may continue to operate. The impacts of the outbreak are unknown and rapidly evolving. The Manager’s principal office in New York State is closed, and the Company currently has limited access to its storage facility.
 
The Manager has taken steps to take care of its employees, including providing the ability for employees to work remotely. The Manager has also taken precautions with regard to employee, facility and office hygiene and implemented significant travel restrictions. The Manager is also assessing business continuity plans for all business units, including ours, in the context of COVID-19. This is a rapidly evolving situation, and the Manager will continue to monitor and mitigate developments affecting its workforce. The Manager has reviewed and will continue to carefully review all rules, regulations and orders and will respond accordingly.
 
The continued spread of COVID-19 has also led to severe disruption and volatility in the global financial markets, which could increase our cost of capital and adversely affect our liquidity and ability to access capital markets in the future. The continued spread of COVID-19 has caused an economic slowdown and may cause a recession or other unpredictable events, each of which could adversely affect our business, results of operations or financial condition. The pandemic has had, and could have a significantly greater, material adverse effect on the United States economy as a whole and in our industry in particular.
 
If the spread of COVID-19 cannot be slowed and, ideally, contained, our business operations could be further delayed or interrupted. The Company expects that government and health authorities will announce new, or extend existing, restrictions, which could require us to make further adjustments to our operations in order to comply with any such restrictions. The Manager may also experience limitations in employee resources. In addition, our operations could be disrupted if any employee of the Manager is suspected of having the virus, which could require quarantine of any such employees. The duration of any business disruption cannot be reasonably estimated at this time but may materially affect our ability to operate our business and result in additional costs.
 
The extent to which COVID-19 may impact our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic; the current financial, economic and capital markets environment; and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.
F-30

OTIS COLLECTION LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2020 AND DECEMBER 31, 2019
Further, the COVID-19 outbreak has caused unprecedented levels of global uncertainty and may impact the value of art and other collectables. The Company expects the COVID-19 outbreak will result in low transaction volume until confidence in the global economy is restored. The extent and duration of this disruption cannot be accurately estimated, and the art and collectibles industry may take a significant amount of time to recover. Although the Company intends to hold and manage all of the assets marketed on the Otis Platform for an average of three to seven years, the COVID-19 outbreak and resulting economic uncertainty may impact the value of the underlying assets, and consequently the value of the interests.
NOTE 10:  SUBSEQUENT EVENTS
The Company has evaluated subsequent events through April 27, 2021, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these consolidated financial statements, except as set forth below.
On February 24, 2021, Series Private Drop 001 held a final closing and raised $500,000 in the aggregate, and repaid the outstanding $310,000 note principal payable on the promissory note issued to the Manager on August 3, 2020 in the original principal amount of $475,000, which note did not bear interest. Additionally, Series Private Drop 001 paid the Manager $25,000 in acquisition expenses, which include storage, shipping and transportation and insurance costs. To the extent not allocated to reimbursements, the Manager intends to use such proceeds to offset operating expenses incurred by the Manager on behalf of Series Private Drop 001.
On March 29, 2021, the Company acquired the Series Collection Drop 004 Asset from the Manager in exchange for a note in the original principal amount of $6,088, which note does not bear interest, must be repaid within 14 business days of the final closing of the offering (i.e., when the offering is fully funded) and may be prepaid at any time.
F-31

 PART III - EXHIBITS
Exhibit No.
Description
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
3.6
3.7
3.8
3.9
3.10
3.11*
3.12*
3.13*
3.14*
4.1
4.2
4.3
4.4
4.5
4.6
1

4.7
4.8
4.9
4.10
4.11*
6.1.1
6.1.2
6.1.3
6.2.1
6.2.2
6.3.1
6.3.2
6.4
6.5
6.6
6.7
2

6.8.1
6.8.2
6.9.1
6.9.2
6.10
6.11.1
6.11.2
6.12.1
6.12.2
6.13
6.14
6.15
6.16
6.17
6.18
3

6.19
6.20
6.21
6.22
6.23
6.24
6.25
6.26
6.27
6.28
6.29
6.30
6.31
6.32*
6.33*
6.34*
6.35*
6.36*
4

8.1.1
8.2.2
8.2
8.3.1
8.3.2
8.4
8.5
8.6
8.7
8.8
8.9
8.10
8.11*
8.12*
5

8.13*
8.14*
11.1*
11.2*
12.1*
13.1
13.2
 
*filed herewith
6

SIGNATURES
 
Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 22, 2021.
     
 
OTIS COLLECTION LLC
By: Otis Wealth, Inc., its managing member
 
 
By:
/s/ Michael Karnjanaprakorn
 
 
Michael Karnjanaprakorn 
Chief Executive Officer
 
This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.  
         
SIGNATURE
TITLE
DATE
 
 
 
/s/ Michael Karnjanaprakorn
 
Chief Executive Officer and Director of Otis Wealth, Inc. (principal executive officer and principal financial and accounting officer)
September 22, 2021
Michael Karnjanaprakorn
 
 
 
 
 
Otis Wealth, Inc.
Managing Member
September 22, 2021
 
 
 
By:
/s/ Michael Karnjanaprakorn
 
 
 
Name: Michael Karnjanaprakorn
 
 
Title: Chief Executive Officer
 
Exhibit 3.11 
 
Series Collection Drop 011, a Series of Otis Collection LLC
 
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 Collection Drop 011, a Series of Otis Collection LLC (“Series Collection Drop 011”).
Effective Date of Establishment
September 17, 2021.
Managing Member
 
Otis Wealth, Inc. was appointed as the Managing Member of Series Collection Drop 011 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Collection Drop 011 until dissolution of Series Collection Drop 011 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 Collection Drop 011 Asset
 
The Series Collection Drop 011 Asset shall be a 9.6 A+ Wata-graded Super Mario 64 game to be acquired by Series Collection Drop 011 following the closing of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Collection Drop 011 from time to time, as determined by the Managing Member in its sole discretion.
Asset Manager
Otis Wealth, Inc.
Asset Management Fee
Pursuant to an Asset Management Agreement to be executed following the closing of the Initial Offering, the Asset Manager will be entitled to a Sourcing Fee as compensation for sourcing the Series Collection Drop 011 Asset that is equal to 3.59% 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 Collection Drop 011 Interests the Company can issue is 388,800.
Number of Series Collection Drop 011 Interests held by the Managing Member
On the date hereof, Series Collection Drop 011 hereby grants to the Managing Member a single Series Collection Drop 011 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 Collection Drop 011 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
Broker
Dalmore Group, LLC.
Brokerage Fee
1% of the purchase price of the Series Collection Drop 011 Interests sold in the Initial Offering of the Series Collection Drop 011 Interests.
1

Other Rights
Holders of Series Collection Drop 011 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 Collection Drop 011 Interests.
Officers
There shall initially be no specific officers associated with Series Collection Drop 011, although the Managing Member may appoint officers of Series Collection Drop 011 from time to time, in its sole discretion.
Minimum Interests
One (1) Interest per Member.
Managing Member Minimum and Maximum Interests The Managing Member may purchase a minimum of 2% and a maximum of 19.99% of Series Collection Drop 011 Interests at the closing of the Initial Offering, although such minimum and maximum thresholds may be waived or modified by the Managing Member in its sole discretion.
Exhibit 3.12 
 
Series Collection Drop 012, a Series of Otis Collection LLC
 
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 Collection Drop 012, a Series of Otis Collection LLC (“Series Collection Drop 012”).
Effective Date of Establishment
September 17, 2021.
Managing Member
 
Otis Wealth, Inc. was appointed as the Managing Member of Series Collection Drop 012 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Collection Drop 012 until dissolution of Series Collection Drop 012 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 Collection Drop 012 Asset
 
The Series Collection Drop 012 Asset shall be a 9.4 A+ Wata-graded Metroid game to be acquired by Series Collection Drop 012 following the closing of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Collection Drop 012 from time to time, as determined by the Managing Member in its sole discretion.
Asset Manager
Otis Wealth, Inc.
Asset Management Fee
Pursuant to an Asset Management Agreement to be executed following the closing of the Initial Offering, the Asset Manager will be entitled to a Sourcing Fee as compensation for sourcing the Series Collection Drop 012 Asset that is equal to 3.38% 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 Collection Drop 012 Interests the Company can issue is 41,700.
Number of Series Collection Drop 012 Interests held by the Managing Member
On the date hereof, Series Collection Drop 012 hereby grants to the Managing Member a single Series Collection Drop 012 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 Collection Drop 012 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
Broker
Dalmore Group, LLC.
Brokerage Fee
1% of the purchase price of the Series Collection Drop 012 Interests sold in the Initial Offering of the Series Collection Drop 012 Interests.
1

Other Rights
Holders of Series Collection Drop 012 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 Collection Drop 012 Interests.
Officers
There shall initially be no specific officers associated with Series Collection Drop 012, although the Managing Member may appoint officers of Series Collection Drop 012 from time to time, in its sole discretion.
Minimum Interests
One (1) Interest per Member.
Managing Member Minimum and Maximum Interests The Managing Member may purchase a minimum of 2% and a maximum of 19.99% of Series Collection Drop 012 Interests at the closing of the Initial Offering, although such minimum and maximum thresholds may be waived or modified by the Managing Member in its sole discretion.
Exhibit 3.13 
 
Series Collection Drop 013, a Series of Otis Collection LLC
 
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 Collection Drop 013, a Series of Otis Collection LLC (“Series Collection Drop 013”).
Effective Date of Establishment
September 17, 2021.
Managing Member
 
Otis Wealth, Inc. was appointed as the Managing Member of Series Collection Drop 013 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Collection Drop 013 until dissolution of Series Collection Drop 013 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 Collection Drop 013 Asset
 
The Series Collection Drop 013 Asset shall be an NFT by Larva Labs titled Meebit #12536 to be acquired by Series Collection Drop 013 following the closing of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Collection Drop 013 from time to time, as determined by the Managing Member in its sole discretion.
Asset Manager
Otis Wealth, Inc.
Asset Management Fee
Pursuant to an Asset Management Agreement to be executed following the closing of the Initial Offering, the Asset Manager will be entitled to a Sourcing Fee as compensation for sourcing the Series Collection Drop 013 Asset that is equal to 3.65% 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 Collection Drop 013 Interests the Company can issue is 38,100.
Number of Series Collection Drop 013 Interests held by the Managing Member
On the date hereof, Series Collection Drop 013 hereby grants to the Managing Member a single Series Collection Drop 013 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 Collection Drop 013 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
Broker
Dalmore Group, LLC.
Brokerage Fee
1% of the purchase price of the Series Collection Drop 013 Interests sold in the Initial Offering of the Series Collection Drop 013 Interests.
1

Other Rights
Holders of Series Collection Drop 013 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 Collection Drop 013 Interests.
Officers
There shall initially be no specific officers associated with Series Collection Drop 013, although the Managing Member may appoint officers of Series Collection Drop 013 from time to time, in its sole discretion.
Minimum Interests
One (1) Interest per Member.
Managing Member Minimum and Maximum Interests The Managing Member may purchase a minimum of 2% and a maximum of 19.99% of Series Collection Drop 013 Interests at the closing of the Initial Offering, although such minimum and maximum thresholds may be waived or modified by the Managing Member in its sole discretion.
Exhibit 3.14 
 
Series Collection Drop 014, a Series of Otis Collection LLC
 
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Collection 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 Collection Drop 014, a Series of Otis Collection LLC (“Series Collection Drop 014”).
Effective Date of Establishment
September 17, 2021.
Managing Member
 
Otis Wealth, Inc. was appointed as the Managing Member of Series Collection Drop 014 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Collection Drop 014 until dissolution of Series Collection Drop 014 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 Collection Drop 014 Asset
 
The Series Collection Drop 014 Asset shall be an NFT by Larva Labs titled CryptoPunk #2142 to be acquired by Series Collection Drop 014 following the closing of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Collection Drop 014 from time to time, as determined by the Managing Member in its sole discretion.
Asset Manager
Otis Wealth, Inc.
Asset Management Fee
Pursuant to an Asset Management Agreement to be executed following the closing of the Initial Offering, the Asset Manager will be entitled to a Sourcing Fee as compensation for sourcing the Series Collection Drop 014 Asset that is equal to 3.8% 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 Collection Drop 014 Interests the Company can issue is 384,900.
Number of Series Collection Drop 014 Interests held by the Managing Member
On the date hereof, Series Collection Drop 014 hereby grants to the Managing Member a single Series Collection Drop 014 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 Collection Drop 014 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
Broker
Dalmore Group, LLC.
Brokerage Fee
1% of the purchase price of the Series Collection Drop 014 Interests sold in the Initial Offering of the Series Collection Drop 014 Interests.
1

Other Rights
Holders of Series Collection Drop 014 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 Collection Drop 014 Interests.
Officers
There shall initially be no specific officers associated with Series Collection Drop 014, although the Managing Member may appoint officers of Series Collection Drop 014 from time to time, in its sole discretion.
Minimum Interests
One (1) Interest per Member.
Managing Member Minimum and Maximum Interests The Managing Member may purchase a minimum of 2% and a maximum of 19.99% of Series Collection Drop 014 Interests at the closing of the Initial Offering, although such minimum and maximum thresholds may be waived or modified by the Managing Member in its sole discretion.
Exhibit 4.11
 
 
 
 
[Name of Series], a Series of Otis Collection LLC
 
Interests are offered through Dalmore Group, LLC,
a registered broker-dealer and a member of FINRA and SIPC (the “Broker”)
 
 
Subscription Agreement to subscribe for [Name of Series], a Series of Otis Collection LLC
 
 
 
  
 
 
 
   
Legal name of Purchaser
 
 
 
Number of [Name of Series] Interests subscribed for
 
 
 
Price of [Name of Series] Interests subscribed for
$
1

PAYMENT DETAILS
 
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.
   
Account Number:
 
 
 
Routing Number:
 
2

SUBSCRIPTION AGREEMENT
[NAME OF SERIES], A SERIES OF OTIS COLLECTION LLC
 
Otis Wealth, Inc.
Managing Member of Otis Collection LLC
335 Madison Avenue, 4th Floor
New York, NY 10017
  
Ladies and Gentlemen:
1.
Subscription.  
1.1.
The undersigned (the “Purchaser”), intending to be legally bound, hereby irrevocably agrees to purchase from [Name of Series], a series of Otis Collection LLC, a Delaware series limited liability company (the “Company”), the number of Interests in [Name of Series] (the “[Name of Series] Interests”) set forth on the front of this Subscription Agreement at a purchase price of $[Purchase Price] per [Name of Series] Interest for the aggregate purchase price set forth on the front page hereto (the “Subscription Price”), and on the terms and conditions of the Limited Liability Company Agreement governing the Company, dated October 10, 2019, as amended from time to time (the “Operating Agreement”), a copy of which the Purchaser has received and read. This subscription is submitted to Otis Wealth, Inc., the managing member of the Company and [Name of Series] (the “Manager”) by the Purchaser in accordance with and subject to the terms and conditions described in this Subscription Agreement, relating to the exempt offering by the Company (the “Offering”) of a minimum of [Minimum Interests] [Name of Series] Interests for minimum aggregate proceeds of $[Minimum Proceeds] (the “Minimum Offering Amount”) and up to [Maximum Interests] [Name of Series] Interests for maximum aggregate gross proceeds of $[Maximum Proceeds] (“Maximum Offering Amount”). The Company has authorized the issuance of up to [Maximum Interests Authorized] [Name of Series] Interests.
1.2.
The Purchaser understands that the [Name of Series] Interests are being offered pursuant to an offering circular, dated ____________, as amended and supplemented from time to time (the “Offering Circular”), filed with the U.S. Securities and Exchange Commission (the “SEC”). By executing this Subscription Agreement, the Purchaser acknowledges that the Purchaser has received this Subscription Agreement, copies of the Offering Circular, the exhibits thereto and any other information required by the Purchaser to make an investment decision.
1.3.
The closing of the Offering (the “Closing”) will occur on the earliest to occur of (i) the date subscriptions for the Maximum Offering Amount have been accepted or (ii) a date determined by the Manager in its sole discretion, provided that subscriptions for the Minimum Offering Amount have been accepted. If the Closing has not occurred, the Offering shall be terminated upon (i) the date which is one year from the date that the Offering Circular is qualified by SEC, which period may be extended by an additional six months by the Manager in its sole discretion, or (ii) any date on which the Manager elects to terminate the Offering in its sole discretion, such date not to exceed the date which is 18 months from the date the Offering Circular or amendment thereto, as applicable, is qualified by the SEC (the “Termination Date”).  
2.
Payment. Concurrent with the execution hereof, the Purchaser authorizes North Capital Private Securities Corporation, a Delaware corporation and a registered broker-dealer, member FINRA and SIPC, as escrow agent for the Company (the “Escrow Agent”), to request the Subscription Price from the Purchaser’s bank (details of which are set out in the “Payment Details” section above). The Company shall cause the Escrow Agent to maintain all such funds for the Purchaser’s benefit in a segregated non-interest-bearing account, in the name of the Escrow Agent for further credit to “[Name of Series], a Series of Otis Collection LLC – [Investor Name],” until the earliest to occur of: (i) the Closing, (ii) the rejection of such subscription or (iii) the Termination Date.
3.
Termination of Offering or Rejection of Subscription.  
2

3.1.
 In the event that the Company does not effect the Closing on or before the Termination Date, the Offering shall terminate, and the Company will cause the Escrow Agent to refund promptly the Subscription Price paid by the Purchaser, without deduction, offset or interest accrued thereon and this Subscription Agreement shall thereafter be of no further force or effect.  
3.2.
The Purchaser understands and agrees that the Manager, in its sole discretion, reserves the right to accept or reject this or any other subscription for [Name of Series] Interests, in whole or in part, and for any reason or no reason, notwithstanding prior receipt by the Purchaser of notice of acceptance of this subscription. If the Manager rejects a subscription, either in whole or in part (which decision is in its sole discretion), the Company shall cause the Escrow Agent to return promptly the rejected Subscription Price or the rejected portion thereof to the Purchaser without deduction, offset or interest accrued thereon. If this subscription is rejected in whole, this Subscription Agreement shall thereafter be of no further force or effect. If this subscription is rejected in part, this Subscription Agreement will continue in full force and effect to the extent this subscription was accepted.
4.
Acceptance of Subscription. At the Closing, if the Manager accepts this subscription in whole or in part, the Company shall execute and deliver to the Purchaser a counterpart executed copy of this Subscription Agreement and cause the Escrow Agent to release the Subscription Price (or applicable portion thereof if such subscription is only accepted in part) to the Company for the benefit of [Name of Series]. The Company shall have no obligation hereunder until the Company shall execute and deliver to the Purchaser an executed copy of this Subscription Agreement, and until the Purchaser shall have executed and delivered to the Manager this Subscription Agreement and a substitute Form W-9 (if applicable) and shall have deposited the Purchase Price in accordance with this Subscription Agreement. The Purchaser understands and agrees that this subscription is made subject to the condition that the [Name of Series] Interests to be issued and delivered on account of this subscription will be issued only in the name of and delivered only to the Purchaser. Effective upon the Company’s execution of this Subscription Agreement, the Purchaser shall be a member of the Company, and the Purchaser agrees to adhere to and be bound by, the terms and conditions of the Operating Agreement as if the Purchaser were a party to it (and grants to the Manager the power of attorney described therein). 
5.
 Representations, Warranties, Acknowledgments and Agreements. The Purchaser hereby acknowledges, represents, warrants and agrees to and with the Company, [Name of Series] and the Manager as follows: 
5.1.
The Purchaser is aware that an investment in the [Name of Series] Interests involves a significant degree of risk, and has received the Offering Circular. The Purchaser understands that the Company is subject to all the risks applicable to early-stage companies, whether or not set forth in the “Risk Factors” section in the Offering Circular. The Purchaser acknowledges that no representations or warranties have been made to it or to its advisors or representatives with respect to the business or prospects of the Company or [Name of Series], or their financial condition. 
5.2.
The offering and sale of the [Name of Series] Interests has not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Purchaser understands that the offering and sale of the [Name of Series] Interests are intended to be exempt from registration under the Securities Act, by virtue of Tier 2 of Regulation A thereof, based, in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement, including, without limitation, the investor qualification (“Investor Qualification and Attestation”) immediately following the signature page of this Subscription Agreement. The Purchaser is purchasing the [Name of Series] Interests for its own account for investment purposes only and not with a view to or intent of resale or distribution thereof in violation of any applicable securities laws, in whole or in part. 
3

5.3.
The Purchaser, as set forth in the Investor Certification attached hereto, as of the date hereof is a “qualified purchaser” as that term is defined in Regulation A (a “Qualified Purchaser”). The Purchaser agrees to promptly provide the Manager, the Broker (as defined on the first page hereto) and their respective agents with such other information as may be reasonably necessary for them to confirm the Qualified Purchaser status of the Purchaser. 
5.4.
The Purchaser acknowledges that the Purchaser’s responses to the investor qualification questions posed in the Otis Platform (as such term is defined in the Offering Circular), and reflected in the Investor Qualification and Attestation, are complete and accurate as of the date hereof. 
5.5.
The Purchaser acknowledges that neither the SEC nor any state securities commission or other regulatory authority has passed upon or endorsed the merits of the offering of the [Name of Series] Interests.  
5.6.
In evaluating the suitability of an investment in the [Name of Series] Interests, the Purchaser has not relied upon any representation or information (oral or written) other than as set forth in the Offering Circular, the Operating Agreement and this Subscription Agreement. 
5.7.
Except as previously disclosed in writing to the Company, the Purchaser has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Subscription Agreement or the transactions contemplated hereby, and the Purchaser shall be solely liable for any such fees and shall indemnify the Company with respect thereto pursuant to Section 6. 
5.8.
The Purchaser, together with its advisors, if any, has such knowledge and experience in financial, tax, business matters and, in particular, investments in securities so as to enable it to utilize the Offering Circular to evaluate the merits and risks of an investment in the [Name of Series] Interests and the Company and to make an informed investment decision with respect thereto. 
5.9.
The Purchaser is not relying on the Company, the Manager, the Broker or any of their respective employees or agents with respect to the legal, tax, economic and related considerations of an investment in the [Name of Series] Interests, other than with respect to the opinion of legality of legal counsel provided at Exhibit 12.1 to the Offering Circular, and the Purchaser has relied on the advice of, or has consulted with, only its own advisors, if any, whom the Purchaser has deemed necessary or appropriate in connection with its purchase of the [Name of Series] Interests. 
5.10.
No consent, approval, authorization or order of any court, governmental agency or body or arbitrator having jurisdiction over the Purchaser or any of the Purchaser’s affiliates is required for the execution of this Subscription Agreement or the performance of the Purchaser’s obligations hereunder, including, without limitation, the purchase of the [Name of Series] Interests by the Purchaser. 
5.11.
The Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and has no need for liquidity of its investment in the [Name of Series] Interests for an indefinite period of time. 
4

5.12.
The Purchaser, (a) if a natural person, represents that the Purchaser has reached the age of 21 (or 18 in states with such applicable age limit) and has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof; or (b) if a corporation, partnership or limited liability company or other entity, represents that such entity was not formed for the specific purpose of acquiring the [Name of Series] Interests, such entity is duly organized, validly existing and in good standing under the laws of the state of its organization, the consummation of the transactions contemplated hereby is authorized by, and will not result in a violation of state law or its charter or other organizational documents, such entity has full power and authority to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions hereof and thereof and to purchase and hold the [Name of Series] Interests, the execution and delivery of this Subscription Agreement has been duly authorized by all necessary action, this Subscription Agreement has been duly executed and delivered on behalf of such entity and is a legal, valid and binding obligation of such entity; or (c) if executing this Subscription Agreement in a representative or fiduciary capacity, represents that it has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, limited liability company, partnership or other entity for whom the Purchaser is executing this Subscription Agreement, and such individual, partnership, ward, trust, estate, corporation, limited liability company, partnership or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Company, and represents that this Subscription Agreement constitutes a legal, valid and binding obligation of such entity. The execution and delivery of this Subscription Agreement will not violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party or by which it is bound.
5.13.
Any power of attorney of the Purchaser granted in favor of the Manager contained in the Operating Agreement has been executed by the Purchaser in compliance with the laws of the state, province or jurisdiction in which such agreements were executed. 
5.14.
If an entity, the Purchaser has its principal place of business or, if a natural person, the Purchaser has its primary residence, in the jurisdiction (state and/or country) set forth in the “Investor Qualification and Attestation” section of this Subscription Agreement. The Purchaser first learned of the offer and sale of the [Name of Series] Interests in the state listed in the “Investor Qualification and Attestation” section of this Subscription Agreement, and the Purchaser intends that the securities laws of that state shall govern the purchase of the Purchaser’s [Name of Series] Interests.  
5

5.15.
The Purchaser is either (a) a natural person resident in the United States, (b) a partnership, corporation or limited liability company organized under the laws of the United States, (c) an estate of which any executor or administrator is a U.S. person, (d) a trust of which any trustee is a U.S. person, (e) an agency or branch of a foreign entity located in the United States, (f) a non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person or (g) a partnership or corporation organized or incorporated under the laws of a foreign jurisdiction that was formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors who are not natural persons, estates or trusts. The Purchaser is not (i) a discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-U.S. person by a dealer or other professional fiduciary organized, incorporated or (if an individual) resident in the United States; (ii) an estate of which any professional fiduciary acting as executor or administrator is a U.S. person if an executor or administrator of the estate who is not a U.S. person has sole or shared investment discretion with respect to the assets of the estate and the estate is governed by foreign law; (iii) a trust of which any professional fiduciary acting as trustee is a U.S. person, if a trustee who is not a U.S. person has sole or shared investment discretion with respect to the trust assets and no beneficiary of the trust (and no settlor if the trust is revocable) is a U.S. person; (iv) an employee benefit plan established and administered in accordance with the law of a country other than the United States and customary practices and documentation of such country; or (v) an agency or branch of a U.S. person located outside the United States that operates for valid business reasons engaged in the business of insurance or banking that is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where located. 
5.16.
Any information which the Purchaser has heretofore furnished or is furnishing herewith to the Company is true, complete and accurate and may be relied upon by the Manager, the Company and the Broker, in particular, in determining the availability of an exemption from registration under federal and state securities laws in connection with the Offering. The Purchaser further represents and warrants that it will notify and supply corrective information to the Company immediately upon the occurrence of any change therein occurring prior to the Company’s issuance of the [Name of Series] Interests. 
5.17.
The Purchaser is not, nor is it acting on behalf of, a “benefit plan investor” within the meaning of 29 C.F.R. § 2510.3-101(f)(2), as modified by Section 3(42) of the Employee Retirement Income Security Act of 1974 (such act, “ERISA”, such regulation, the “Plan Asset Regulation”, and a benefit plan investor described in the Plan Asset Regulation, a “Benefit Plan Investor”). For the avoidance of doubt, the term Benefit Plan Investor includes all employee benefit plans subject to Part 4, Subtitle B, Title I of ERISA, any plan to which Section 4975 of the Internal Revenue Code applies and any entity, including any insurance company general account, whose underlying assets constitute “plan assets”, as defined under the Plan Asset Regulation, by reason of a Benefit Plan Investor’s investment in such entity.  
5.18.
The Purchaser is satisfied that the Purchaser has received adequate information with respect to all matters which it or its advisors, if any, consider material to its decision to make this investment. 
5.19.
Within five (5) days after receipt of a written request from the Manager, the Purchaser will provide such information and deliver such documents as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject. 
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5.20.
THE [NAME OF SERIES] INTERESTS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE [NAME OF SERIES] INTERESTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED BY THE OPERATING AGREEMENT.  THE [NAME OF SERIES] INTERESTS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM OR THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. 
5.21.
The Purchaser should check the Office of Foreign Assets Control (“OFAC”) website at http://www.treas.gov/ofac before making the following representations. The Purchaser represents that the amounts invested by it in the Company in the Offering were not and are not directly or indirectly derived from activities that contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at http://www.treas.gov/ofac. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals, including specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs, or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. Furthermore, to the best of the Purchaser’s knowledge, none of (a) the Purchaser; (b) any person controlling or controlled by the Purchaser; (c) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (d) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a prospective investor if such prospective investor cannot make the representation set forth in the preceding paragraph. The Purchaser agrees to promptly notify the Company should the Purchaser become aware of any change in the information set forth in these representations. The Purchaser understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining any redemption requests and/or segregating the assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the Purchaser’s identity to OFAC. The Purchaser further acknowledges that the Company may, by written notice to the Purchaser, suspend the redemption rights, if any, of the Purchaser if the Company reasonably deems it necessary to do so to comply with anti-money laundering regulations applicable to the Company or any of the Company’s other service providers. These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs.
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5.22.
To the best of the Purchaser’s knowledge, none of (a) the Purchaser; (b) any person controlling or controlled by the Purchaser; (c) if the Purchaser is a privately-held entity, any person having a beneficial interest in the Purchaser; or (d) any person for whom the Purchaser is acting as agent or nominee in connection with this investment is a senior foreign political figure, or an immediate family member or close associate of a senior foreign political figure. A “senior foreign political figure” is a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. 
5.23.
If the Purchaser is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the Purchaser receives deposits from, makes payments on behalf of or handles other financial transactions related to a Foreign Bank, the Purchaser represents and warrants to the Company that: (a) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities; (b) the Foreign Bank maintains operating records related to its banking activities; (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. 
5.24.
Each of the representations and warranties of the parties hereto set forth in this Section 5 and made as of the date hereof shall be true and accurate as of the Closing applicable to the subscription made hereby as if made on and as of the date of such Closing. 
6.
Indemnification. The Purchaser agrees to indemnify and hold harmless the Company, [Name of Series], the Manager and their respective officers, directors, employees, agents, members, partners, control persons and affiliates (each of which shall be deemed third party beneficiaries hereof) from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever (including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in any other document delivered in connection with this Subscription Agreement. Notwithstanding the foregoing, no representation, warranty, covenant or acknowledgment made herein by the Purchaser shall be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws. 
7.
Irrevocability; Binding Effect. The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and permitted assigns. If the Purchaser is more than one person, the obligations of the Purchaser hereunder shall be joint and several and the agreements, representations, warranties and acknowledgments herein shall be deemed to be made by and be binding upon each such person and such person’s heirs, executors, administrators, successors, legal representatives and permitted assigns.
8.
Modification. This Subscription Agreement shall not be modified or waived except by an instrument in writing signed by the party against whom any such modification or waiver is sought.  
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9.
Assignability. This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser and the transfer or assignment of the [Name of Series] Interests shall be made only in accordance with all applicable laws and the Operating Agreement. Any assignment contrary to the terms hereof shall be null and void and of no force or effect.  
10.
Applicable Law and Jurisdiction. This Subscription Agreement and the rights and obligations of the Purchaser arising out of or in connection with this Subscription Agreement, the Operating Agreement and the Offering Circular shall be construed in accordance with and governed by the internal laws of the State of New York without regard to principles of conflict of laws. The Purchaser (a) irrevocably submits to the non-exclusive jurisdiction and venue of the state and federal courts sitting in New York, NY, in any action arising out of this Subscription Agreement, the Operating Agreement and the Offering Circular and (b) consents to the service of process by mail.  
11.
Use of Pronouns. All pronouns and any variations thereof used herein shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons referred to may require. 
12.
Miscellaneous
12.1.
Sections 15.01 (Addresses and Notices) and 15.02 (Further Action) of the Operating Agreement are deemed incorporated into this Subscription Agreement.
12.2.
This Subscription Agreement, together with the Operating Agreement, constitutes the entire agreement between the Purchaser and the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.
12.3.
The covenants, agreements, representations and warranties of the Company and the Purchaser made, and the indemnification rights provided for, in this Subscription Agreement shall survive the execution and delivery hereof and delivery of the [Name of Series] Interests, regardless of any investigation made by or on behalf of any party, and shall survive delivery of any payment for the Subscription Price.
12.4.
Except to the extent otherwise described in the Offering Circular, each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants or others engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated.
12.5.
This Subscription Agreement may be executed in one or more counterparts each of which shall be deemed an original (including signatures sent by facsimile transmission or by email transmission of a PDF scanned document or other electronic signature), but all of which shall together constitute one and the same instrument.
12.6.
Each provision of this Subscription Agreement shall be considered separable and, if for any reason any provision or provisions hereof are determined to be invalid or contrary to applicable law, such invalidity or illegality shall not impair the operation of or affect the remaining portions of this Subscription Agreement.
12.7.
Paragraph titles are for descriptive purposes only and shall not control or alter the meaning of this Subscription Agreement as set forth in the text.
12.8.
Words and expressions which are used but not defined in this Subscription Agreement shall have the meanings given to them in the Operating Agreement.
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SIGNATURE PAGE TO THE SUBSCRIPTION AGREEMENT
OTIS COLLECTION LLC
[NAME OF SERIES] INTERESTS
 
The Purchaser hereby elects to subscribe under the Subscription Agreement for the number and price of the [Name of Series] Interests stated on the front page of this Subscription Agreement and executes the Subscription Agreement.
Date:
 
 
   
 
Print Name of Purchaser
 
 
By:
 
 
Signature of Authorized Signatory
 
 
Name of Authorized Signatory (if an entity)
 
 
Title of Authorized Signatory (if an entity)
 
 
Accepted:
 
Date:
 
 
[Name of Series], a Series of Otis Collection LLC
By: Otis Wealth, Inc., as managing member 
 
 
 
By:
 
Name: Michael Karnjanaprakorn
Title: Chief Executive Officer    
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INVESTOR QUALIFICATION AND ATTESTATION
 
INVESTOR INFORMATION
  
Name
 
 
 
Date of Birth
 
 
 
Address
 
 
 
 
 
Phone Number
 
 
 
E-mail Address
 
 
 
Check the applicable box:
 
 
(a) I am an “accredited investor,” and have checked the appropriate box on the attached Certificate of Accredited Investor Status indicating the basis of such accredited investor status, which Certificate of Accredited Investor Status is true and correct; or  ☐
(b) The amount set forth on the first page of this Subscription Agreement, together with any previous investments in securities pursuant to this offering, does not exceed 10% of the greater of my net worth or annual income.  ☐
In calculating your net worth: (i) your primary residence shall not be included as an asset; (ii) indebtedness that is secured by your primary residence, up to the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of entering into this Subscription Agreement exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability); and (iii) indebtedness that is secured by your primary residence in excess of the estimated fair market value of the primary residence at the time of entering into this Subscription Agreement shall be included as a liability.
   
Are you or anyone in your immediate household associated with a FINRA member or organization, or the SEC (Y / N)
 
   
If yes, please provide name of the FINRA institution
 
   
Are you or anyone in your household or immediate family a 10% shareholder, officer or member of the board of directors of a publicly traded company? (Y / N)
 
   
If yes, please list ticker symbols of the publicly traded Company(s)
 
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ATTESTATION
 
I understand that an investment in private securities is very risky, that I may lose all of my invested capital and that it is an illiquid investment with no short term exit, and for which an ownership transfer is restricted. 
 
The undersigned Purchaser acknowledges that the Company will be relying upon the information provided by the Purchaser in this Questionnaire. If such representations shall cease to be true and accurate in any respect, the undersigned shall give immediate notice of such fact to the Company.  
           
   
 
Print Name of Purchaser
 
 
By:
 
 
Signature of Authorized Signatory
 
 
Name of Authorized Signatory (if an entity)
 
 
Title of Authorized Signatory (if an entity)
 
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CERTIFICATE OF ACCREDITED INVESTOR STATUS
 
The signatory hereto is an “accredited investor”, as that term is defined in Regulation D under the Securities Act of 1933, as amended (the “Act”). I have checked the box below indicating the basis on which I am representing my status as an “accredited investor” (CHECK ALL THAT ARE APPLICABLE):
 
FOR INDIVIDUALS 
(a) an individual with a net worth, or a joint net worth together with his or her spouse, in excess of $1,000,000. (In calculating net worth, you may include equity in personal property and real estate (however, you cannot include your primary residence), cash, short term investments, stock and securities. Equity in personal property and real estate (excluding your primary residence) should be based on the fair market value of such property minus debt secured by such property.)
(b) an individual that had an individual income in excess of $200,000 in each of the prior two years and reasonably expects an income in excess of $200,000 in the current year. (In calculating net income, you may include earned income and other ordinary income, such as interest, dividends and royalties.) 
(c) an individual that had with his/her spouse joint income in excess of $300,000 in each of the prior two years and reasonably expects joint income in excess of $300,000 in the current year. (In calculating net income, you may include earned income and other ordinary income, such as interest, dividends and royalties.)
 
FOR PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST OR OTHER ENTITY    
(a) an entity, including a revocable trust, in which all of the equity owners (or in the case of a revocable trust the grantors) are “accredited investors” because each equity owner meets one of the criteria set forth in paragraphs (a) through (c) in the Questionnaire for Individuals in Part B.1 of this Questionnaire above or paragraphs (b) through (p) below;
(b) a trust (other than an employee benefit or pension plan) with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring securities in connection with the proposed Investment, whose voting decision with respect to the proposed Investment would be directed by a person who has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of the Investment and of the consideration that would be received in the Investment;
(c) a partnership, a corporation or a Massachusetts or similar business trust, not formed for the specific purpose of acquiring securities in the Investment, with total assets in excess of $5,000,000;
(d) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, not formed for the specific purpose of acquiring securities in the proposed Investment, with total assets in excess of $5,000,000;
(e) a bank as defined in Section 3(a)(2) of the Act, whether acting in its individual or fiduciary capacity;
(f) a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity;
(g) a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended;
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(h) an insurance company as defined in Section 2(13) of the Act;
(i) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
(j) a business development company as defined in Section 2(a)(48) of the Investment Company Act; 
(k) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; 
(l) a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, with total assets in excess of $5,000,000;
(m) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision to vote in favor of an Investment is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser;
(n) an employee benefit plan within the meaning of ERISA with assets in excess of $5,000,000;
(o) a self-directed employee benefit plan within the meaning of ERISA with investment decisions made solely by persons that are “accredited investors” as defined in Rule 501(a) of the Act; or
(p) a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
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Exhibit 6.32
 
ASSET MANAGEMENT AGREEMENT
[NAME OF SERIES]
This ASSET MANAGEMENT AGREEMENT (this “Agreement”), dated as of [Date], is entered into between Otis Wealth, Inc., a corporation organized under the laws of the State of Delaware (the “Asset Manager”), and [Name of Series], a series of Otis Collection LLC (the “Series”).
WHEREAS, the Series seeks to invest in the [Name of Series] Asset (as described in Exhibit A) in accordance with the terms and conditions of the Limited Liability Company Agreement, dated October 10, 2019, of Otis Collection LLC, a series limited liability company organized under the laws of the State of Delaware (the “Company”), together with the exhibit thereto setting forth the terms of the Series, in each case as amended and restated from time to time (the “Operating Agreement”);
WHEREAS, pursuant to the Operating Agreement, the managing member of the Series shall be responsible for the acquisition and disposition of the [Name of Series] Asset, as well as the business of the Series;
WHEREAS, pursuant to the Operating Agreement, the managing member of the Company intends to maintain an expert network of advisors with experience in relevant industries (the “Advisory Board”), to assist the Asset Manager in identifying and acquiring the art, collectibles and other alternative assets, to assist the Asset Manager described below in managing the underlying assets and to advise the Asset Manager and certain other matters associated with the Company’s business and the various series of interests;
WHEREAS, the Series desires to avail itself of the advice and assistance of the Asset Manager and to appoint and retain the Asset Manager as the asset manager to the Series with respect to the [Name of Series] Asset; and
WHEREAS, the Asset Manager wishes to accept such appointment.
NOW THEREFORE, in consideration of the mutual agreements herein contained, the parties hereby covenant and agree as follows:
1.
Appointment of Asset Manager; Acceptance of Appointment.  The Series hereby appoints the Asset Manager as asset manager to the Series for the purpose of managing the [Name of Series] Asset. The Asset Manager hereby accepts such appointment.
2.
Authority of the Asset Manager.
(a)
Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the [Name of Series] Asset and to take any action that it deems necessary or desirable in connection therewith.  The Asset Manager is authorized on behalf of the Series to, among other things:
(i)
create the asset maintenance policies for the [Name of Series] Asset in consultation with the Advisory Board and oversee compliance with such maintenance policies;  
(ii)
purchase and maintain insurance coverage for the [Name of Series] Asset for the benefit of the Series;  
(iii)
engage third-party independent contractors for the care, custody, maintenance and management of the [Name of Series] Asset;  
1

(iv)
develop standards for the care of the [Name of Series] Asset while in storage;  
(v)
develop standards for the transportation and care of the [Name of Series] Asset when outside of storage;  
(vi)
reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the [Name of Series] Asset paid by the Asset Manager hereunder; 
(vii)
deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance of the [Name of Series] Asset and ensure delivery of payments to third parties for any such services; and 
(viii)
generally perform any other act necessary to carry out its obligations under this Agreement. 
(b)
The Asset Manager shall have full responsibility for the custody and maintenance of the title of the [Name of Series] Asset.   
(c)
The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals.
(d)
The Asset Manager may delegate all or any of its duties under this Agreement to any person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine.
(e)
The Asset Manager shall not have the authority to sell, transfer or convey the [Name of Series] Asset, provided, however, that the Asset Manager may deliver to the Advisory Board any offers to purchase the [Name of Series] Asset received by the Asset Manager and deemed by the Asset Manager to be in the best interest of the investors, and any research or analysis prepared by the Asset Manager regarding the potential sale of the [Name of Series] Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers, and the Asset Manager together with the Advisory Board will consider the merits of such offers on a case-by-case basis and potentially sell the [Name of Series] Asset.
(f)
Should the [Name of Series] Asset become obsolete (e.g., lack investor demand for its interests) or suffer from a catastrophic event, the Asset Manager may choose to sell the [Name of Series] Asset.  As a result of a sale under any circumstances, the Asset Manager will distribute the proceeds of such sale (together with any insurance proceeds in the case of a catastrophic event covered under the assets insurance contract) to the interest holders of the [Name of Series] Asset (after payment of any accrued liabilities or debt, including but not limited to balances outstanding under any Operating Expenses Reimbursement Obligation (as defined below), on the [Name of Series] Asset).
 
(g)
If the [Name of Series] Asset is a non-fungible token, until such time as the Asset Manager is able to purchase and maintain insurance coverage for the [Name of Series] Asset for the benefit of the Series from a third-party insurer, the Asset Manager agrees to self-insure the [Name of Series] Asset for the benefit of the Series against any and all losses due to (i) fraudulent or accidental transactions, including, without limitation, due to theft; and/or (ii) the Asset Manager’s negligence, including, without limitation, inability to access or recover the digital wallet in which the [Name of Series] Asset is held due to loss of the 12-word MetaMask seed phrase or a segment thereof.
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3.
Cooperation.  The Asset Manager agrees to use reasonable efforts to make appropriate personnel available for consultation with the Series on matters pertaining to the [Name of Series] Asset and to consult with the managing member of the Series regarding asset management decisions with respect to the [Name of Series] Asset prior to execution.  The managing member of the Series may make any reasonable request for the provision of information or for other cooperation from the Asset Manager with respect to its duties under this Agreement, and the Asset Manager shall use reasonable efforts to comply with such request, including, without limitation, furnishing the Series with such documents, reports, data and other information as the managing member of the Series may reasonably request regarding the [Name of Series] Asset and the Asset Manager’s performance hereunder or compliance with the terms hereof.
4.
Representations and Warranties.  Each party hereto represents and warrants that this Agreement has been duly authorized, executed and delivered by such party and constitutes the legal, valid and binding obligation of such party.
5.
Limitation of Liability; Indemnification.
(a)
None of the Asset Manager, its affiliates or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for: (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party; (ii) any tax liability imposed on the Series or the [Name of Series] Asset; or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.
(b)
To the fullest extent permitted by applicable law, the Series will indemnify the Asset Manager and its Managing Parties against any and all losses, damages, liabilities, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements) and amounts paid in settlement (collectively, “Losses”) to which such person may become subject in connection with any matter arising out of or in connection with this Agreement, except to the extent that any such Loss results solely from the acts or omissions of a Managing Party that have been determined in a final, non-appealable decision of a court, arbitrator or other tribunal of competent jurisdiction to have resulted primarily from such Managing Party’s fraud, willful misconduct or gross negligence.  If this Section 5 or any portion hereof shall be invalidated on any ground by a court of competent jurisdiction, the Series shall nevertheless indemnify the Managing Party for any Losses incurred to the full extent permitted by any applicable portion of this Section that shall not have been invalidated.  
(c)
The Asset Manager gives no warranty as to the performance or profitability of the [Name of Series] Asset or as to the performance of any third party engaged by the Asset Manager hereunder.
(d)
The Asset Manager may rely upon and shall be protected in acting or refraining from action upon any instruction from, or document signed by, any authorized person of the Series or other person reasonably believed by the Asset Manager to be authorized to give or sign the same whether or not the authority of such person is then effective.
6.
Assignments.  This Agreement may not be assigned by either party without the consent of the other party.  In performing its obligations under this Agreement, the Asset Manager may, at its discretion, delegate any or all of its rights, powers and functions under this Agreement to any person in accordance with section 2(d) without the need for the consent of the Series, provided that the Asset Manager’s liability to the Series for all matters so delegated shall not be affected by such delegation.
7.
Compensation and Expenses.
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(a)
As compensation for sourcing the [Name of Series] Asset, the Asset Manager may be granted a sourcing fee equal to [Percent]% of the total aggregate amount of [Name of Series] membership interests that are sold in the Series’ offering under Regulation A of the Securities Act of 1933, as amended (the “Offering”), which the Asset Manager may waive in its sole discretion.
(b)
Except as set forth in Section 5, the Series will bear all expenses of the [Name of Series] Asset and shall reimburse the Asset Manager for any such expenses paid by the Asset Manager on behalf of the Series together with a reasonable rate of interest (a rate no less than the Applicable Federal Rate (as defined in the Internal Revenue Code)) as may be imposed by the Asset Manager in its sole discretion (“Operating Expenses Reimbursement Obligation”).
(c)
Each party will bear its own costs relating to the negotiation, preparation, execution and implementation of this Agreement.
8.
Services to Other Clients; Certain Affiliated Activities.
(a)
The relationship between the Asset Manager and the Series is as described in this Agreement and nothing in this Agreement, none of the services to be provided pursuant to this Agreement, nor any other matter, shall oblige the Asset Manager to accept responsibilities that are more extensive than those set forth in this Agreement.
(b)
The Asset Manager’s services to the Series are not exclusive.  The Asset Manager may engage in other activities on behalf of itself, any other Managing Party and other clients (which, for the avoidance of doubt, may include other series of the Company).  The Series acknowledges and agrees that the Asset Manager may, without prior notice to the Series, give advice to such other clients.  The Asset Manager shall not be liable to account to the Series for any profits, commission or remuneration made or received in respect of transactions effected pursuant to the Asset Manager’s advice to another client and nor will the Asset Manager’s fees be abated as a result.
9.
Duration and Termination.  Unless terminated as set forth below, this Agreement shall continue in full force and effect until the earlier of (i) one year after the date on which the [Name of Series] Asset has been liquidated and the obligations connected to such [Name of Series] Asset (including, without limitation, contingent obligations) have terminated; (ii) if earlier, the removal of Otis Wealth, Inc. as managing member; (iii) upon notice by either party of the other party’s material breach of this Agreement; or (iv) such other date as agreed between the parties to this Agreement, without penalty or other additional payment, except that the Series shall pay all amounts outstanding under any Operating Expenses Reimbursement Obligation. Termination shall not affect accrued rights, and the provisions of Sections 4, 5, 7 (with respect to any accrued but unpaid fees and expenses), 8, 9, 11, 14 and 16 hereof shall survive the termination of this Agreement. This Agreement will terminate on the earlier of (i) one year after the date on which the relevant underlying asset has been liquidated and the obligations connected to the underlying asset (including, contingent obligations) have been terminated, (ii) the removal of the Asset Manager as managing member of the Company (and thus all series of interests), (iii) upon notice by one party to the other party of a party’s material breach of the asset management agreement or (iv) such other date as agreed between the parties to the asset management agreement.
10.
Power of Attorney.  For so long as this Agreement is in effect, the Series constitutes and appoints the Asset Manager, with full power of substitution, its true and lawful attorney-in-fact and in its name, place and stead to carry out the Asset Manager’s obligations and responsibilities to the Series under this Agreement, solely with respect to the [Name of Series] Asset.
11.
Notices.  Except as otherwise specifically provided herein, all notices shall be deemed duly given when sent in writing by registered mail, overnight courier or email to the appropriate party at the following addresses, or to such other address as shall be notified in writing by that party to the other party from time to time:
If to the Series:
4

[Name of Series]
c/o Otis Wealth, Inc.
335 Madison Avenue, 4th Floor
New York, NY 10017
Attention: Michael Karnjanaprakorn, CEO
Email: hello@otiswealth.com
If to the Asset Manager:
Otis Wealth, Inc.
335 Madison Avenue, 4th Floor
New York, NY 10017
Attention: Michael Karnjanaprakorn, CEO
Email: hello@otiswealth.com
12.
Independent Contractor.  For all purposes of this Agreement, the Asset Manager shall be an independent contractor and not an employee or dependent agent of the Series nor shall anything herein be construed as making the Series a partner or co-venturer with the Asset Manager, any other Managing Party or any of its other clients.  Except as expressly provided in this Agreement or as otherwise authorized in writing by the Series, the Asset Manager shall have no authority to bind, obligate or represent the Series.
13.
Entire Agreement; Amendment; Severability.  This Agreement states the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements relating to the subject matter hereof, and may not be supplemented or amended except in writing signed by the parties.  If any provision or any part of a provision of this Agreement shall be found to be void or unenforceable, it shall not affect the remaining part, which shall remain in full force and effect.
14.
Confidentiality.  All information furnished or made available by the Series or the Company to the Asset Manager hereunder, or by the Asset Manager to the Series or the Company hereunder, shall be treated as confidential by the Asset Manager, or the Series and the Company, as applicable, and shall not be disclosed to third parties except as required by law or as required in connection with the execution of transactions with respect to the [Name of Series] Asset and except for disclosure to counsel, accountants and other advisors.  
15.
Definitions. Words and expressions which are used but not defined in this Agreement shall have the meanings given to them in the Operating Agreement.
16.
Governing Law; Jurisdiction.  This Agreement and the rights of the parties shall be governed by and construed in accordance with the laws of the State of Delaware. The parties irrevocably agree that the Court of Chancery of the State of Delaware is to have the exclusive jurisdiction to settle any disputes which may arise out of in connection with this Agreement and accordingly any suit, action or proceeding arising out of or in connection with this Agreement shall be brought in such courts.
17.
Counterparts.  This Agreement may be executed in one or more counterparts (including by means of facsimile or portable document format (pdf) signature pages), with the same force and effect as if each of the signatories had executed the same instrument.  This Agreement, to the extent signed and delivered by means of a facsimile machine or electronic transmission in portable document format (pdf), shall be treated in all manner and respects as an original thereof and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person.  At the request of any party hereto, the other party shall re-execute original forms hereof and deliver them to the other parties.  No party hereto shall raise the use of a facsimile machine or electronic transmission in portable document format (pdf) to deliver a signature or the fact that any signature or document was transmitted or communicated through the use of a facsimile machine or electronic transmission in portable document format (pdf) as a defense to the formation of a contract, and each such party forever waives any such defense.
5

[Signature page follows]    
6

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly appointed agents so as to be effective on the day, month and year first above written.
 
     
Otis Wealth, Inc.
 
   
   
By:
   
Name: 
Michael Karnjanaprakorn
 
Title:
Chief Executive Officer
 
 
 
 
     
[Name of Series], a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., as managing member   
   
   
By:
   
Name: 
Michael Karnjanaprakorn
 
Title:
Chief Executive Officer
 
7

EXHIBIT A
 
THE [NAME OF SERIES] ASSET
Specifications
[Table describing asset]
8

Exhibit 6.33
 
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
 
335 Madison Ave, 16th Floor
New York, NY 10017
 
Asset Consignment
You, the undersigned consignor, own 100% of the right, title and interest (the “interest”) in the asset described below (the “asset”) and desire to list the asset for consignment on the platform we, Otis Wealth, Inc., operate, as described below, and we desire to receive the asset on consignment. You acknowledge that the asset, as described below, is authentic and have represented the asset’s condition accurately.
 
Game Title
Super Mario 64
Grade & Grading Authority
9.6 Wata
Seal
A+
Price
$375,000
 
Consignment
You (as consignor) are partnering with us (as consignee) to offer the asset for sale through our platform to a series of one of our affiliates, Otis Gallery LLC or Otis Collection LLC, to be associated with the asset (the “series”). Funds for consummation of the sale will come from the offering and sale to investors of membership interests in the series (the “offering”).
 
We, as your agent, will have the exclusive right to sell the asset for a period of 3 months, and you agree to consign to us, and we agree to accept on consignment from you, subject to the terms and conditions of this agreement, the asset. At the end of the 3-month period, you may elect in writing to have the asset returned to you, at your cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. This agreement is intended to be a true consignment agreement, and the consignment created hereunder is intended to be a true consignment, where title to the asset remains with you unless and until the asset is sold to the series. We may terminate this agreement, and the consignment, at any time and will return the asset to you, at our cost.
 
Except as follows, the purchase price for the asset will be as set forth above. If we determine, in our sole discretion, that the value of the asset has changed by 20%, you agree that the purchase price for the asset in the offering will be deemed adjusted accordingly. If we determine, in our sole discretion, that the value of the asset has changed by 50%, you may choose in writing to (a) adjust the purchase price accordingly or (b) terminate this agreement; in the latter case, we will return the asset to you, at your cost, and invoice you for the cost.
 
You agree to deliver the asset to us, at your cost, within 5 business days of the date hereof to the shipping address set forth below, to be stored during the consignment. We will be responsible for storage fees while the asset is consigned.
 
[***]
 
You will retain title, and we will release any right, title and/or interest we might otherwise have in the asset, except the right to sell and to convey good title to the asset to the series as purchaser of the asset if the sale is consummated. You bear all risk of loss to the asset until actually delivered to us. We will bear all risk of loss to the asset from and after the time of delivery of the asset to us, and will carry customary insurance on the cost of the asset.
 
In the event that the minimum proceeds for the series to consummate the sale are not raised in the offering, we will return the asset to you at our cost, and we will no longer be responsible for maintenance, storage and/or insurance.
 
Consideration
1

The consideration for the asset (the interest in the asset) will be cash and/or equity interests as set forth below:
 
1.
Cash in an amount equal to the asset sale price (as determined above) less the value of the equity (if applicable, as set forth below), to be paid by wire transfer (pursuant to the instructions below) within 5 business days of the closing of the offering; and
2.
Membership interests (the “equity”) in the series in an amount equal to 30% of the asset sale price (as determined above), to be issued as described below.
 
Closing of the offering means the disbursement from escrow to the series of investor funds raised in the offering. If applicable, the equity will be issued to you pursuant to an applicable private offering exemption at the closing of the offering, and we will take, or cause to be taken, such further actions as may be necessary to effectuate the issuance of the equity, and you agree to sign a share transfer restriction agreement prior to issuance. You will receive no equity if the above-listed percentage is 0%.
 
Wire Information
Bank: [***]
Recipient: [***]
Recipient Address: [***]
Routing #: [***]
Account #: [***]
Instructions (leave blank if N/A): [***]
 
Agreement of Purchase & Sale
Effective immediately following the closing of the offering, you agree to sell the interest in the asset to the series, and the series agrees to purchase the interest in the asset from you, for the consideration set forth above. This is a valid and binding obligation, enforceable in accordance with its terms. You own good and marketable title in and to the asset; there is no lien, claim, charge, pledge, lease, hypothecation, security interest, encumbrance and/or other interest in, on, against or in connection with the asset, or any portion thereof; and no claim of any agent of yours could prevent you from transferring the interest in the asset free and clear.
 
Closing
The closing will be deemed consummated effective upon your receipt of the wire transfer, and the series will be deemed to have accepted delivery of, title to and all risk of loss with respect to the interest in the asset. For value received, you acknowledge that, at closing, the interest, the asset, good and marketable title to the asset, all right to possession of the asset and all legal ownership of the interest and the asset are irrevocably, without condition or reservation of any kind, sold, transferred and conveyed to the series, subject to the terms of this agreement.
 
Some More Legalese
No termination, changes or waivers will be effective unless in writing and signed by both of us. This contains the entire agreement and understanding, and supersedes all prior agreements and understandings, with respect to the subject matter hereof. This agreement serves as the bill of sale for the interest in the asset.
 
Otis Wealth, Inc.
Consignor
 
 
/s/ Michael Karnjanaprakorn
[***]
Michael Karnjanaprakorn, CEO
Name: [***]
Date: 8/20/2021
Date: 8/20/21
Exhibit 6.34
 
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
 
335 Madison Ave, 16th Floor
New York, NY 10017
 
Asset Consignment
You, the undersigned consignor, own 100% of the right, title and interest (the “interest”) in the asset described below (the “asset”) and desire to list the asset for consignment on the platform we, Otis Wealth, Inc., operate, as described below, and we desire to receive the asset on consignment. You acknowledge that the asset, as described below, is authentic and have represented the asset’s condition accurately.
 
 
Video Games
 
Game Title
Metroid NES
Grade & Grading Authority
Wata 9.4
Seal
A+
Price
$40,000
 
Consignment
You (as consignor) are partnering with us (as consignee) to offer the asset for sale through our platform to a series of one of our affiliates, Otis Gallery LLC or Otis Collection LLC, to be associated with the asset (the “series”). Funds for consummation of the sale will come from the offering and sale to investors of membership interests in the series (the “offering”).
 
We, as your agent, will have the exclusive right to sell the asset for a period of 3 months, and you agree to consign to us, and we agree to accept on consignment from you, subject to the terms and conditions of this agreement, the asset. At the end of the 3-month period, you may elect in writing to have the asset returned to you, at your cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. This agreement is intended to be a true consignment agreement, and the consignment created hereunder is intended to be a true consignment, where title to the asset remains with you unless and until the asset is sold to the series. We may terminate this agreement, and the consignment, at any time and will return the asset to you, at our cost.
 
Except as follows, the purchase price for the asset will be as set forth above. If we determine, in our sole discretion, that the value of the asset has changed by 20%, you agree that the purchase price for the asset in the offering will be deemed adjusted accordingly. If we determine, in our sole discretion, that the value of the asset has changed by 50%, you may choose in writing to (a) adjust the purchase price accordingly or (b) terminate this agreement; in the latter case, we will return the asset to you, at your cost, and invoice you for the cost.
 
You agree to deliver the asset to us, at your cost, within 5 business days of the date hereof to the shipping address set forth below, to be stored during the consignment. We will be responsible for storage fees while the asset is consigned.
 
[***]
 
You will retain title, and we will release any right, title and/or interest we might otherwise have in the asset, except the right to sell and to convey good title to the asset to the series as purchaser of the asset if the sale is consummated. You bear all risk of loss to the asset until actually delivered to us. We will bear all risk of loss to the asset from and after the time of delivery of the asset to us, and will carry customary insurance on the cost of the asset.
 
1

In the event that the minimum proceeds for the series to consummate the sale are not raised in the offering, we will return the asset to you at our cost, and we will no longer be responsible for maintenance, storage and/or insurance.
 
Consideration
The consideration for the asset (the interest in the asset) will be cash and/or equity interests as set forth below:
 
1.
Cash in an amount equal to the asset sale price (as determined above) less the value of the equity (if applicable, as set forth below), to be paid by wire transfer (pursuant to the instructions below) within 5 business days of the closing of the offering; and
2.
Membership interests (the “equity”) in the series in an amount equal to 20% of the asset sale price (as determined above), to be issued as described below.
 
Closing of the offering means the disbursement from escrow to the series of investor funds raised in the offering. If applicable, the equity will be issued to you pursuant to an applicable private offering exemption at the closing of the offering, and we will take, or cause to be taken, such further actions as may be necessary to effectuate the issuance of the equity, and you agree to sign a share transfer restriction agreement prior to issuance. You will receive no equity if the above-listed percentage is 0%.
 
Wire Information
Bank: [***]
Recipient: [***]
Recipient Address: [***]
Routing #: [***]
Account #: [***]
Instructions (leave blank if N/A): [***]
 
Agreement of Purchase & Sale
Effective immediately following the closing of the offering, you agree to sell the interest in the asset to the series, and the series agrees to purchase the interest in the asset from you, for the consideration set forth above. This is a valid and binding obligation, enforceable in accordance with its terms. You own good and marketable title in and to the asset; there is no lien, claim, charge, pledge, lease, hypothecation, security interest, encumbrance and/or other interest in, on, against or in connection with the asset, or any portion thereof; and no claim of any agent of yours could prevent you from transferring the interest in the asset free and clear.
 
Closing
The closing will be deemed consummated effective upon your receipt of the wire transfer, and the series will be deemed to have accepted delivery of, title to and all risk of loss with respect to the interest in the asset. For value received, you acknowledge that, at closing, the interest, the asset, good and marketable title to the asset, all right to possession of the asset and all legal ownership of the interest and the asset are irrevocably, without condition or reservation of any kind, sold, transferred and conveyed to the series, subject to the terms of this agreement.
 
Some More Legalese
No termination, changes or waivers will be effective unless in writing and signed by both of us. This contains the entire agreement and understanding, and supersedes all prior agreements and understandings, with respect to the subject matter hereof. This agreement serves as the bill of sale for the interest in the asset.
 
Otis Wealth, Inc.
Consignor
 
 
/s/ Michael Karnjanaprakorn
[***]
Michael Karnjanaprakorn, CEO
Name: [***]
Date: 9/3/2021
Date: 9/3/2021
Exhibit 6.35
 
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
 
335 Madison Ave, 16th Floor
New York, NY 10017
 
Asset Consignment
You, Michael Karnjanaprakorn, as consignor, own 100% of the right, title and interest (the “interest”) in the asset described below (the “asset”) and desire to list the asset for consignment on the platform we, Otis Wealth, Inc., operate, as described below, and we desire to receive the asset on consignment. You acknowledge that the asset, as described below, is authentic and have represented the asset’s condition accurately. You further acknowledge that the price below is equal to the amount you paid to acquire the asset, with no markup or added premium.
 
Title
Meebit #12536
Artist
Larva Labs
Year
2021
Token ID
12536
Medium
NFT
Blockchain
Ethereum
Price
$36,165
 
Consignment
You (as consignor) are partnering with us (as consignee) to offer the asset for sale through our platform to a series of one of our affiliates, Otis Gallery LLC or Otis Collection LLC, to be associated with the asset (the “series”). Funds for consummation of the sale will come from the offering and sale to investors of membership interests in the series (the “offering”).
 
We, as your agent, will have the exclusive right to sell the asset for a period of 3 months, and you agree to consign to us, and we agree to accept on consignment from you, subject to the terms and conditions of this agreement, the asset. At the end of the 3-month period, you may elect in writing to have the asset returned to you, at your cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. Notwithstanding the foregoing, if the offering is fully funded (meaning the full offering amount has been received in escrow) but has not yet formally closed before the end of the 3-month consignment period, the consignment period shall be deemed to automatically extend through closing of the offering, after which point the closing of the sale will be consummated. This agreement is intended to be a true consignment agreement, and the consignment created hereunder is intended to be a true consignment, where title to the asset remains with you unless and until the asset is sold to the series. We may terminate this agreement, and the consignment, at any time and will return the asset to you, at our cost.
 
Except as follows, the purchase price for the asset will be as set forth above. If we determine, in our sole discretion, that the value of the asset has changed by 20%, you agree that the purchase price for the asset in the offering will be deemed adjusted accordingly. If we determine, in our sole discretion, that the value of the asset has changed by 50%, you may choose in writing to (a) adjust the purchase price accordingly or (b) terminate this agreement; in the latter case, we will return the asset to you, at your cost, and invoice you for the cost.
 
You agree to deliver the asset to us, at your cost, within 5 business days of the date hereof to the address set forth below, to be stored during the consignment. If applicable, we will be responsible for storage fees while the asset is consigned.
 
[***]
1

 
You will retain title, and we will release any right, title and/or interest we might otherwise have in the asset, except the right to sell and to convey good title to the asset to the series as purchaser of the asset if the sale is consummated. You bear all risk of loss to the asset until actually delivered to us. We will bear all risk of loss to the asset from and after the time of delivery of the asset to us, and will carry customary insurance on the cost of the asset.
 
In the event that the minimum proceeds for the series to consummate the sale are not raised in the offering, we will return the asset to you at our cost, and we will no longer be responsible for maintenance, storage and/or insurance.
 
Consideration
The consideration for the asset (the interest in the asset) will be cash and/or equity interests as set forth below:
 
1.
Cash in an amount equal to the asset sale price (as determined above) less the value of the equity (if applicable, as set forth below), to be paid by wire transfer (pursuant to the instructions below) within 5 business days of the closing of the offering; and
2.
Membership interests (the “equity”) in the series in an amount equal to approximately 0% of the asset sale price (as determined above, and subject to rounding), to be issued as described below.
 
Closing of the offering means the disbursement from escrow to the series of investor funds raised in the offering. If applicable, the equity will be issued to you pursuant to an applicable private offering exemption at the closing of the offering, and we will take, or cause to be taken, such further actions as may be necessary to effectuate the issuance of the equity, and you agree to sign a share transfer restriction agreement prior to issuance. You will receive no equity if the above-listed percentage is 0%.
 
Wire Information
Bank: [***]
Recipient: [***]
Recipient Address: [***]
Routing #: [***]
Account #: [***]
Instructions (leave blank if N/A): [***]
 
Agreement of Purchase & Sale
Effective immediately following the closing of the offering, you agree to sell the interest in the asset to the series, and the series agrees to purchase the interest in the asset from you, for the consideration set forth above. This is a valid and binding obligation, enforceable in accordance with its terms. You own good and marketable title in and to the asset; there is no lien, claim, charge, pledge, lease, hypothecation, security interest, encumbrance and/or other interest in, on, against or in connection with the asset, or any portion thereof; and no claim of any agent of yours could prevent you from transferring the interest in the asset free and clear.
 
Closing
The closing of the sale will be deemed consummated effective upon your receipt of the wire transfer, and the series will be deemed to have accepted delivery of, title to and all risk of loss with respect to the interest in the asset. For value received, you acknowledge that, at closing of the sale, the interest, the asset, good and marketable title to the asset, all right to possession of the asset and all legal ownership of the interest and the asset are irrevocably, without condition or reservation of any kind, sold, transferred and conveyed to the series, subject to the terms of this agreement.
 
Some More Legalese
No termination, changes or waivers will be effective unless in writing and signed by both of us. This contains the entire agreement and understanding, and supersedes all prior agreements and understandings, with respect to the subject matter hereof. This agreement serves as the bill of sale for the interest in the asset.
 
Otis Wealth, Inc.
Consignor
 
 
/s/ Keith Marshall
/s/ Michael Karnjanaprakorn
Keith Marshall, General Counsel
Name: Michael Karnjanaprakorn
Date: 9/15/2021
Date: 9/15/2021
Exhibit 6.36
 
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
 
335 Madison Ave, 16th Floor
New York, NY 10017
 
Asset Consignment
You, the undersigned consignor, own 100% of the right, title and interest (the “interest”) in the asset described below (the “asset”) and desire to list the asset for consignment on the platform we, Otis Wealth, Inc., operate, as described below, and we desire to receive the asset on consignment. You acknowledge that the asset, as described below, is authentic and have represented the asset’s condition accurately.
 
NFT
 
Title
CryptoPunk #2142
Artist
Larva Labs
Year
2017
Token ID
2142
Medium
NFT
Blockchain
Ethereum
Price
$375,000
 
 
Consignment
You (as consignor) are partnering with us (as consignee) to offer the asset for sale through our platform to a series of one of our affiliates, Otis Gallery LLC or Otis Collection LLC, to be associated with the asset (the “series”). Funds for consummation of the sale will come from the offering and sale to investors of membership interests in the series (the “offering”).
 
We, as your agent, will have the exclusive right to sell the asset for a period of 3 months, and you agree to consign to us, and we agree to accept on consignment from you, subject to the terms and conditions of this agreement, the asset. At the end of the 3-month period, you may elect in writing to have the asset returned to you, at your cost, otherwise the consignment will continue month-to-month unless terminated on 30 days’ notice. This agreement is intended to be a true consignment agreement, and the consignment created hereunder is intended to be a true consignment, where title to the asset remains with you unless and until the asset is sold to the series. We may terminate this agreement, and the consignment, at any time and will return the asset to you, at our cost.
 
Except as follows, the purchase price for the asset will be as set forth above. If we determine, in our sole discretion, that the value of the asset has changed by 20%, you agree that the purchase price for the asset in the offering will be deemed adjusted accordingly. If we determine, in our sole discretion, that the value of the asset has changed by 50%, you may choose in writing to (a) adjust the purchase price accordingly or (b) terminate this agreement; in the latter case, we will return the asset to you, at your cost, and invoice you for the cost.
 
You agree to deliver the asset to us, at your cost, within 5 business days of the date hereof to the shipping address set forth below, to be stored during the consignment. We will be responsible for storage fees while the asset is consigned.
 
Wallet: [***]
 
1

You will retain title, and we will release any right, title and/or interest we might otherwise have in the asset, except the right to sell and to convey good title to the asset to the series as purchaser of the asset if the sale is consummated. You bear all risk of loss to the asset until actually delivered to us. We will bear all risk of loss to the asset from and after the time of delivery of the asset to us, and will carry customary insurance on the cost of the asset.
 
In the event that the minimum proceeds for the series to consummate the sale are not raised in the offering, we will return the asset to you at our cost, and we will no longer be responsible for maintenance, storage and/or insurance.
 
Consideration
The consideration for the asset (the interest in the asset) will be cash and/or equity interests as set forth below:
 
1.
Cash in an amount equal to the asset sale price (as determined above) less the value of the equity (if applicable, as set forth below), to be paid by wire transfer (pursuant to the instructions below) within 5 business days of the closing of the offering; and
2.
Membership interests (the “equity”) in the series in an amount equal to 50% of the asset sale price (as determined above), to be issued as described below.
 
Closing of the offering means the disbursement from escrow to the series of investor funds raised in the offering. If applicable, the equity will be issued to you pursuant to an applicable private offering exemption at the closing of the offering, and we will take, or cause to be taken, such further actions as may be necessary to effectuate the issuance of the equity, and you agree to sign a share transfer restriction agreement prior to issuance. You will receive no equity if the above-listed percentage is 0%.
 
Wire Information
Bank: [***]
Recipient: [***]
Recipient Address: [***]
Routing #: [***]
Account #: [***]
Instructions (leave blank if N/A): [***]
 
Agreement of Purchase & Sale
Effective immediately following the closing of the offering, you agree to sell the interest in the asset to the series, and the series agrees to purchase the interest in the asset from you, for the consideration set forth above. This is a valid and binding obligation, enforceable in accordance with its terms. You own good and marketable title in and to the asset; there is no lien, claim, charge, pledge, lease, hypothecation, security interest, encumbrance and/or other interest in, on, against or in connection with the asset, or any portion thereof; and no claim of any agent of yours could prevent you from transferring the interest in the asset free and clear.
 
Closing
The closing will be deemed consummated effective upon your receipt of the wire transfer, and the series will be deemed to have accepted delivery of, title to and all risk of loss with respect to the interest in the asset. For value received, you acknowledge that, at closing, the interest, the asset, good and marketable title to the asset, all right to possession of the asset and all legal ownership of the interest and the asset are irrevocably, without condition or reservation of any kind, sold, transferred and conveyed to the series, subject to the terms of this agreement.
 
Some More Legalese
No termination, changes or waivers will be effective unless in writing and signed by both of us. This contains the entire agreement and understanding, and supersedes all prior agreements and understandings, with respect to the subject matter hereof. This agreement serves as the bill of sale for the interest in the asset.
 
Otis Wealth, Inc.
Consignor
 
 
/s/ Michael Karnjanaprakorn
[***]
Michael Karnjanaprakorn, CEO
Name: [***]
Date: 9/17/2021
Date: 9/17/2021
 
Exhibit 8.11
 
ESCROW AGREEMENT
FOR
SECURITIES OFFERING
 
THIS ESCROW AGREEMENT, effective as of September 20, 2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Collection Drop 011, a Series of Otis Collection LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
 
SUMMARY
 
A.
Issuer has engaged Broker to act as broker/dealer of record for the sale up to $276,300.00 of securities (the “Securities”) on a “best efforts” basis, in an offering pursuant to Regulation A+.
 
B.
In accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.
 
C.
In accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to NCPS, and NCPS has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.
 
D.
In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.
 
E.
The parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.
 
STATEMENT OF AGREEMENT
 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.
Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:
 
“Business Days” shall mean days when banks are open for business in the State of Delaware.
 
“Cash Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set forth in the Offering Document.
 
“Cash Investment Instrument” shall mean an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.
 
“Escrow Funds” shall mean the funds deposited with NCPS pursuant to this Escrow Agreement.
 
“Expiration Date” means the date so designated on Exhibit A.
 
“Minimum Offering” shall mean the number Shares so designated on Exhibit A hereto.
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“Minimum Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
 
“Subscription Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Broker, or other termination, for whatever reason, of such subscription.
 
2.
Appointment of and Acceptance by NCPS. Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.
 
3.
Deposits into Escrow.
 
a.
All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:
 
(1)
a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;
 
(2)
a Subscription Accounting; and
 
(3)
written instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.
 
ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
 
b.
Broker and Issuer understand and agree that all Cash Investment Instruments received by NCPS hereunder are subject to collection requirements of presentment and final payment. Upon receipt, NCPS shall process each Cash Investment Instrument for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Broker of such dishonor and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof.
 
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Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument, of such fact and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable.
 
c.
All Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “NCPS / Series Collection Drop 011, a Series of Otis Collection LLC-Escrow Account,” and NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not payable or endorsed in that manner.
 
4.
Disbursements of Escrow Funds. 
 
a.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
 
(1)
A Minimum Offering Notice;
 
(2)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum
Offering and maintained by the sponsor;
 
(3)
Instruction Letter (as defined below); and
 
(4)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.
 
After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
 
(1)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;
 
(2)
Instruction Letter (as defined above) from Issuer; and
 
(3)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
 
It is understood that any ACH transaction must comply with U. S. laws and NACHA rules. However, NCPS is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.
 
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b.
Rejection of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.
 
c.
Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.
 
5.
Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:
 
a.
suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be).
 
b.
petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.
 
NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.
 
6.
Investment of Funds. NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.
 
7.
Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.
 
 
8.
Liability of NCPS. 
 
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a.
NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
 
b.
NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.
 
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9.
 Indemnification of NCPS. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
10.
Compensation to NCPS. 
 
a.
Fees and Expenses. Issuer shall compensate NCPS for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse NCPS for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Issuer upon demand by NCPS. The obligations of Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
b.
Disbursements from Escrow Funds to Pay NCPS. NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.
 
c.
Security and Offset. Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.
 
11.
Representations and Warranties. 
 
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a.
Each of Broker and Issuer respectively makes the following representations and warranties to NCPS:
 
(1)
It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
 
(2)
This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.
 
(3)
The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in Sections 4(b) and 4(c) hereof, has been properly described therein.
 
(4)
It hereby acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein.
 
(5)
All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.
 
b.
Issuer further represents and warrants to NCPS that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
 
c.
Broker further represent and warrant to NCPS that the deposit with NCPS by NCPS of Cash Investment Instruments pursuant to Section 3 hereof shall be deemed a representation and warranty by NCPS that such Cash Investment Instrument represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.
 
12.
Identifying Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
 
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13.
Compliance with Privacy Laws. NCPS represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. Without limiting the foregoing, NCPS shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Escrow Agreement.  NCPS shall use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for NCPS’s own purposes or for the benefit of any party other than Issuer.  For purposes of this section, “Personal Data” shall mean information provided to NCPS by or at the direction of the Issuer, or to which access was provided to NCPS by or at the direction of the Issuer, in the course of NCPS’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual (also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described in Section 12.
 
 
13.
Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Utah shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Utah shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.
 
14.
Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.
 
15.
Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and NCPS. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
 
16.
Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.
 
17.
Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
 
18.
Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds.
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19.
Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Broker, Issuer and NCPS.
 
20.
Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.
 
21.
Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
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THIS SPACE INTENTIONALLY LEFT BLANK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22.
Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell, and deal in any of the securities of the Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not NCPS under this Escrow Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for the Issuer or any other entity.
 
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.
 
 
 
ISSUER:
 
Series Collection Drop 011, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., its manager
 
 
 
By:
/s/ Keith Marshall
 
Printed Name: Keith Marshall
 
Title: General Counsel
 
 
 
BROKER:
 
Dalmore Group, LLC
 
 
 
By:
/s/ Etan Butler
 
Printed Name: Etan Butler
 
Title: Chairman
 
 
 
ESCROW AGENT:
 
North Capital Private Securities Corporation
 
 
 
By:
/s/ Linsey Harkness
 
Printed Name: Linsey Harkness
 
Title: Director of Operations
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EXHIBIT A
 
1. Definitions.
 
“Minimum Offering” means $262,500.00 (including offline investments).
 
 
 
“Expiration Date” means twelve months from the effective date of this Agreement.
 
2.  ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: Series Collection Drop 011, a Series of Otis Collection LLC – [Investor Name]
 
(Instructions should be requested from NCPS prior to any international wire being initiated.)
 
3.
NCPS Fees 
Escrow Administration Fee:
 
 
 $500 per sub account.
Out-of-Pocket Expenses:
 
 
     Billed at cost
Escrow Amendment:
 
 
 
            $100.00 per amendment
Transactional Costs:
 
 
 
            $100.00 for each additional escrow break
 
 
 
The Escrow Administration Fee is payable upon execution of the escrow documents. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.
 
The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses and capped at $5,000.
 
Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.
 
Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.
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4.
Notice Addresses. 
 
If to Issuer at:
 
Series Collection Drop 011, a series of Otis Collection LLC
335 Madison Ave, 4th Floor
New York, NY 10017
ATTN: Michael Karnjanaprakorn
Telephone: 201-479-4408
E-mail: michael@otiswealth.com
 
If to NCPS at:
 
North Capital Private Securities Corp
623 E Ft. Union Blvd, Suite 101
Salt Lake City, UT 84047
ATTN: Linsey Harkness
Telephone: (415) 937-0573
E-mail: lharkness@northcapital.com
 
If to Broker at:
 
Dalmore Group, LLC
525 Green Place
Woodmere, NY 11598
ATTN: Etan Butler
Telephone: 917-319-3000
E-mail: support@dalmorefg.com
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EXHIBIT B
Transmittal of Funds for Deposit Into the Escrow Account
 
The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities. ACH transfers are the only acceptable method of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent.
 
The delivery instructions are as follows:
 
1. ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: OFFERING NAME AND INVESTOR NAME
Exhibit 8.12
 
ESCROW AGREEMENT
FOR
SECURITIES OFFERING
 
THIS ESCROW AGREEMENT, effective as of September 20, 2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Collection Drop 012, a Series of Otis Collection LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
 
SUMMARY
 
A.
Issuer has engaged Broker to act as broker/dealer of record for the sale up to $33,700.00 of securities (the “Securities”) on a “best efforts” basis, in an offering pursuant to Regulation A+.
 
B.
In accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.
 
C.
In accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to NCPS, and NCPS has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.
 
D.
In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.
 
E.
The parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.
 
STATEMENT OF AGREEMENT
 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.
Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:
 
“Business Days” shall mean days when banks are open for business in the State of Delaware.
 
“Cash Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set forth in the Offering Document.
 
“Cash Investment Instrument” shall mean an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.
 
“Escrow Funds” shall mean the funds deposited with NCPS pursuant to this Escrow Agreement.
 
“Expiration Date” means the date so designated on Exhibit A.
 
“Minimum Offering” shall mean the number Shares so designated on Exhibit A hereto.
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“Minimum Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
 
“Subscription Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Broker, or other termination, for whatever reason, of such subscription.
 
2.
Appointment of and Acceptance by NCPS. Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.
 
3.
Deposits into Escrow.
 
a.
All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:
 
(1)
a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;
 
(2)
a Subscription Accounting; and
 
(3)
written instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.
 
ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
 
b.
Broker and Issuer understand and agree that all Cash Investment Instruments received by NCPS hereunder are subject to collection requirements of presentment and final payment. Upon receipt, NCPS shall process each Cash Investment Instrument for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Broker of such dishonor and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof.
 
2

Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument, of such fact and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable.
 
c.
All Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “NCPS / Series Collection Drop 012, a Series of Otis Collection LLC-Escrow Account,” and NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not payable or endorsed in that manner.
 
4.
Disbursements of Escrow Funds. 
 
a.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
 
(1)
A Minimum Offering Notice;
 
(2)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum
Offering and maintained by the sponsor;
 
(3)
Instruction Letter (as defined below); and
 
(4)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.
 
After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
 
(1)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;
 
(2)
Instruction Letter (as defined above) from Issuer; and
 
(3)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
 
It is understood that any ACH transaction must comply with U. S. laws and NACHA rules. However, NCPS is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.
 
3

b.
Rejection of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.
 
c.
Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.
 
5.
Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:
 
a.
suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be).
 
b.
petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.
 
NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.
 
6.
Investment of Funds. NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.
 
7.
Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.
 
 
8.
Liability of NCPS. 
 
4

a.
NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
 
b.
NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.
 
5

9.
 Indemnification of NCPS. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
10.
Compensation to NCPS. 
 
a.
Fees and Expenses. Issuer shall compensate NCPS for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse NCPS for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Issuer upon demand by NCPS. The obligations of Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
b.
Disbursements from Escrow Funds to Pay NCPS. NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.
 
c.
Security and Offset. Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.
 
11.
Representations and Warranties. 
 
6

a.
Each of Broker and Issuer respectively makes the following representations and warranties to NCPS:
 
(1)
It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
 
(2)
This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.
 
(3)
The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in Sections 4(b) and 4(c) hereof, has been properly described therein.
 
(4)
It hereby acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein.
 
(5)
All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.
 
b.
Issuer further represents and warrants to NCPS that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
 
c.
Broker further represent and warrant to NCPS that the deposit with NCPS by NCPS of Cash Investment Instruments pursuant to Section 3 hereof shall be deemed a representation and warranty by NCPS that such Cash Investment Instrument represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.
 
12.
Identifying Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
 
7

13.
Compliance with Privacy Laws. NCPS represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. Without limiting the foregoing, NCPS shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Escrow Agreement.  NCPS shall use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for NCPS’s own purposes or for the benefit of any party other than Issuer.  For purposes of this section, “Personal Data” shall mean information provided to NCPS by or at the direction of the Issuer, or to which access was provided to NCPS by or at the direction of the Issuer, in the course of NCPS’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual (also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described in Section 12.
 
 
13.
Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Utah shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Utah shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.
 
14.
Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.
 
15.
Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and NCPS. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
 
16.
Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.
 
17.
Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
 
18.
Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds.
8

 
19.
Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Broker, Issuer and NCPS.
 
20.
Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.
 
21.
Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
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THIS SPACE INTENTIONALLY LEFT BLANK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22.
Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell, and deal in any of the securities of the Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not NCPS under this Escrow Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for the Issuer or any other entity.
 
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.
 
 
 
ISSUER:
 
Series Collection Drop 012, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., its manager
 
 
 
By:
/s/ Keith Marshall
 
Printed Name: Keith Marshall
 
Title: General Counsel
 
 
 
BROKER:
 
Dalmore Group, LLC
 
 
 
By:
/s/ Etan Butler
 
Printed Name: Etan Butler
 
Title: Chairman
 
 
 
ESCROW AGENT:
 
North Capital Private Securities Corporation
 
 
 
By:
/s/ Linsey Harkness
 
Printed Name: Linsey Harkness
 
Title: Director of Operations
10

EXHIBIT A
 
1. Definitions.
 
“Minimum Offering” means $32,000.00 (including offline investments).
 
 
 
“Expiration Date” means twelve months from the effective date of this Agreement.
 
2.  ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: Series Collection Drop 012, a Series of Otis Collection LLC – [Investor Name]
 
(Instructions should be requested from NCPS prior to any international wire being initiated.)
 
3.
NCPS Fees 
Escrow Administration Fee:
 
 
 $500 per sub account.
Out-of-Pocket Expenses:
 
 
     Billed at cost
Escrow Amendment:
 
 
 
            $100.00 per amendment
Transactional Costs:
 
 
 
            $100.00 for each additional escrow break
 
 
 
The Escrow Administration Fee is payable upon execution of the escrow documents. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.
 
The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses and capped at $5,000.
 
Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.
 
Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.
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4.
Notice Addresses. 
 
If to Issuer at:
 
Series Collection Drop 012, a series of Otis Collection LLC
335 Madison Ave, 4th Floor
New York, NY 10017
ATTN: Michael Karnjanaprakorn
Telephone: 201-479-4408
E-mail: michael@otiswealth.com
 
If to NCPS at:
 
North Capital Private Securities Corp
623 E Ft. Union Blvd, Suite 101
Salt Lake City, UT 84047
ATTN: Linsey Harkness
Telephone: (415) 937-0573
E-mail: lharkness@northcapital.com
 
If to Broker at:
 
Dalmore Group, LLC
525 Green Place
Woodmere, NY 11598
ATTN: Etan Butler
Telephone: 917-319-3000
E-mail: support@dalmorefg.com
12

EXHIBIT B
Transmittal of Funds for Deposit Into the Escrow Account
 
The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities. ACH transfers are the only acceptable method of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent.
 
The delivery instructions are as follows:
 
1. ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: OFFERING NAME AND INVESTOR NAME
Exhibit 8.13
 
ESCROW AGREEMENT
FOR
SECURITIES OFFERING
 
THIS ESCROW AGREEMENT, effective as of September 20, 2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Collection Drop 013, a Series of Otis Collection LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
 
SUMMARY
 
A.
Issuer has engaged Broker to act as broker/dealer of record for the sale up to $38,100.00 of securities (the “Securities”) on a “best efforts” basis, in an offering pursuant to Regulation A+.
 
B.
In accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.
 
C.
In accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to NCPS, and NCPS has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.
 
D.
In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.
 
E.
The parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.
 
STATEMENT OF AGREEMENT
 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.
Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:
 
“Business Days” shall mean days when banks are open for business in the State of Delaware.
 
“Cash Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set forth in the Offering Document.
 
“Cash Investment Instrument” shall mean an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.
 
“Escrow Funds” shall mean the funds deposited with NCPS pursuant to this Escrow Agreement.
 
“Expiration Date” means the date so designated on Exhibit A.
 
“Minimum Offering” shall mean the number Shares so designated on Exhibit A hereto.
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“Minimum Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
 
“Subscription Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Broker, or other termination, for whatever reason, of such subscription.
 
2.
Appointment of and Acceptance by NCPS. Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.
 
3.
Deposits into Escrow.
 
a.
All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:
 
(1)
a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;
 
(2)
a Subscription Accounting; and
 
(3)
written instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.
 
ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
 
b.
Broker and Issuer understand and agree that all Cash Investment Instruments received by NCPS hereunder are subject to collection requirements of presentment and final payment. Upon receipt, NCPS shall process each Cash Investment Instrument for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Broker of such dishonor and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof.
 
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Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument, of such fact and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable.
 
c.
All Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “NCPS / Series Collection Drop 013, a Series of Otis Collection LLC-Escrow Account,” and NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not payable or endorsed in that manner.
 
4.
Disbursements of Escrow Funds. 
 
a.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
 
(1)
A Minimum Offering Notice;
 
(2)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum
Offering and maintained by the sponsor;
 
(3)
Instruction Letter (as defined below); and
 
(4)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.
 
After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
 
(1)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;
 
(2)
Instruction Letter (as defined above) from Issuer; and
 
(3)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
 
It is understood that any ACH transaction must comply with U. S. laws and NACHA rules. However, NCPS is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.
 
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b.
Rejection of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.
 
c.
Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.
 
5.
Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:
 
a.
suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be).
 
b.
petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.
 
NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.
 
6.
Investment of Funds. NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.
 
7.
Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.
 
 
8.
Liability of NCPS. 
 
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a.
NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
 
b.
NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.
 
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9.
 Indemnification of NCPS. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
10.
Compensation to NCPS. 
 
a.
Fees and Expenses. Issuer shall compensate NCPS for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse NCPS for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Issuer upon demand by NCPS. The obligations of Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
b.
Disbursements from Escrow Funds to Pay NCPS. NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.
 
c.
Security and Offset. Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.
 
11.
Representations and Warranties. 
 
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a.
Each of Broker and Issuer respectively makes the following representations and warranties to NCPS:
 
(1)
It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
 
(2)
This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.
 
(3)
The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in Sections 4(b) and 4(c) hereof, has been properly described therein.
 
(4)
It hereby acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein.
 
(5)
All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.
 
b.
Issuer further represents and warrants to NCPS that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
 
c.
Broker further represent and warrant to NCPS that the deposit with NCPS by NCPS of Cash Investment Instruments pursuant to Section 3 hereof shall be deemed a representation and warranty by NCPS that such Cash Investment Instrument represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.
 
12.
Identifying Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
 
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13.
Compliance with Privacy Laws. NCPS represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. Without limiting the foregoing, NCPS shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Escrow Agreement.  NCPS shall use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for NCPS’s own purposes or for the benefit of any party other than Issuer.  For purposes of this section, “Personal Data” shall mean information provided to NCPS by or at the direction of the Issuer, or to which access was provided to NCPS by or at the direction of the Issuer, in the course of NCPS’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual (also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described in Section 12.
 
 
13.
Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Utah shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Utah shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.
 
14.
Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.
 
15.
Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and NCPS. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
 
16.
Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.
 
17.
Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
 
18.
Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds.
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19.
Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Broker, Issuer and NCPS.
 
20.
Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.
 
21.
Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
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22.
Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell, and deal in any of the securities of the Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not NCPS under this Escrow Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for the Issuer or any other entity.
 
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.
 
 
 
ISSUER:
 
Series Collection Drop 013, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., its manager
 
 
 
By:
/s/ Keith Marshall
 
Printed Name: Keith Marshall
 
Title: General Counsel
 
 
 
BROKER:
 
Dalmore Group, LLC
 
 
 
By:
/s/ Etan Butler
 
Printed Name: Etan Butler
 
Title: Chairman
 
 
 
ESCROW AGENT:
 
North Capital Private Securities Corporation
 
 
 
By:
/s/ Linsey Harkness
 
Printed Name: Linsey Harkness
 
Title: Director of Operations
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EXHIBIT A
 
1. Definitions.
 
“Minimum Offering” means $36,165.00 (including offline investments).
 
 
 
“Expiration Date” means twelve months from the effective date of this Agreement.
 
2.  ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: Series Collection Drop 013, a Series of Otis Collection LLC – [Investor Name]
 
(Instructions should be requested from NCPS prior to any international wire being initiated.)
 
3.
NCPS Fees 
Escrow Administration Fee:
 
 
 $500 per sub account.
Out-of-Pocket Expenses:
 
 
     Billed at cost
Escrow Amendment:
 
 
 
            $100.00 per amendment
Transactional Costs:
 
 
 
            $100.00 for each additional escrow break
 
 
 
The Escrow Administration Fee is payable upon execution of the escrow documents. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.
 
The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses and capped at $5,000.
 
Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.
 
Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.
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4.
Notice Addresses. 
 
If to Issuer at:
 
Series Collection Drop 013, a series of Otis Collection LLC
335 Madison Ave, 4th Floor
New York, NY 10017
ATTN: Michael Karnjanaprakorn
Telephone: 201-479-4408
E-mail: michael@otiswealth.com
 
If to NCPS at:
 
North Capital Private Securities Corp
623 E Ft. Union Blvd, Suite 101
Salt Lake City, UT 84047
ATTN: Linsey Harkness
Telephone: (415) 937-0573
E-mail: lharkness@northcapital.com
 
If to Broker at:
 
Dalmore Group, LLC
525 Green Place
Woodmere, NY 11598
ATTN: Etan Butler
Telephone: 917-319-3000
E-mail: support@dalmorefg.com
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EXHIBIT B
Transmittal of Funds for Deposit Into the Escrow Account
 
The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities. ACH transfers are the only acceptable method of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent.
 
The delivery instructions are as follows:
 
1. ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: OFFERING NAME AND INVESTOR NAME
Exhibit 8.14
 
ESCROW AGREEMENT
FOR
SECURITIES OFFERING
 
THIS ESCROW AGREEMENT, effective as of September 20, 2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Collection Drop 014, a Series of Otis Collection LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 4th Floor, New York, NY 10017.
 
SUMMARY
 
A.
Issuer has engaged Broker to act as broker/dealer of record for the sale up to $197,400.00 of securities (the “Securities”) on a “best efforts” basis, in an offering pursuant to Regulation A+.
 
B.
In accordance with the Form 1-A (“Offering Document”), subscribers to the Shares (the “Subscribers” and individually, a “Subscriber”) will be required to submit full payment for their respective investments at the time they enter into subscription agreements.
 
C.
In accordance with the Offering Document, all payments in connection with subscriptions for Shares shall be sent directly to NCPS, and NCPS has agreed to accept, hold, and disburse such funds deposited with it thereon in accordance with the terms of this Escrow Agreement and in compliance with the Securities Exchange Act of 1934 Rule 15(c)2-4 and related SEC guidance and FINRA rules.
 
D.
In order to establish the escrow of funds and to effect the provisions of the Offering Document, the parties hereto have entered into this Escrow Agreement.
 
E.
The parties to this agreement agree to the Transmittal of Funds for Deposit Into the Escrow Account procedures located in Exhibit B.
 
STATEMENT OF AGREEMENT
 
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, for themselves, their successors and assigns, hereby agree as follows:
 
1.
Definitions. In addition to the terms defined above, the following terms shall have the following meanings when used herein:
 
“Business Days” shall mean days when banks are open for business in the State of Delaware.
 
“Cash Investment” shall mean the number of Shares to be purchased by any Subscriber multiplied by the offering price per Share as set forth in the Offering Document.
 
“Cash Investment Instrument” shall mean an Automated Clearing House (“ACH”) transfer, made payable to or endorsed to NCPS in the manner described in Section 3(c) hereof, in full payment for the Shares to be purchased by any Subscriber.
 
“Escrow Funds” shall mean the funds deposited with NCPS pursuant to this Escrow Agreement.
 
“Expiration Date” means the date so designated on Exhibit A.
 
“Minimum Offering” shall mean the number Shares so designated on Exhibit A hereto.
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“Minimum Offering Notice” shall mean a written notification, signed by Broker, pursuant to which the Broker shall represent (1) that subscriptions for the Minimum Offering have been received, (2) that, to the best of Broker’s knowledge after due inquiry and review of its records, Cash Investment Instruments in full payment for that number of Shares equal to or greater than the Minimum Offering have been received, deposited with and collected by NCPS, (3) and that such subscriptions have not been withdrawn, rejected or otherwise terminated, and (4) that the Subscribers have no statutory or regulatory rights of rescission without cause or all such rights have expired.
 
“Subscription Accounting” shall mean an accounting of all subscriptions for Shares received and accepted by Broker as of the date of such accounting, indicating for each subscription the Subscriber’s name, social security number and address, the number and total purchase price of subscribed Securities, the date of receipt by Broker of the Cash Investment Instrument, and notations of any nonpayment of the Cash Investment Instrument submitted with such subscription, any withdrawal of such subscription by the Subscriber, any rejection of such subscription by Broker, or other termination, for whatever reason, of such subscription.
 
2.
Appointment of and Acceptance by NCPS. Issuer and Broker hereby appoint NCPS to serve as Escrow Agent hereunder, and NCPS hereby accepts such appointment in accordance with the terms of this Escrow Agreement.
 
3.
Deposits into Escrow.
 
a.
All Cash Investment Instruments shall be delivered directly to NCPS for deposit into the Escrow Account described on Exhibit A hereto. Each such deposit shall be accompanied by the following documents:
 
(1)
a report containing such Subscriber’s name, social security number or taxpayer identification number, address and other information required for withholding purposes;
 
(2)
a Subscription Accounting; and
 
(3)
written instructions regarding the investment of such deposited funds in accordance with Section 6 hereof.
 
ALL FUNDS SO DEPOSITED SHALL REMAIN THE PROPERTY OF THE SUBSCRIBERS ACCORDING TO THEIR RESPECTIVE INTERESTS AND SHALL NOT BE SUBJECT TO ANY LIEN OR CHARGE BY NCPS OR BY JUDGMENT OR CREDITORS' CLAIMS AGAINST ISSUER UNTIL RELEASED OR ELIGIBLE TO BE RELEASED TO ISSUER IN ACCORDANCE WITH SECTION 4(a) HEREOF.
 
b.
Broker and Issuer understand and agree that all Cash Investment Instruments received by NCPS hereunder are subject to collection requirements of presentment and final payment. Upon receipt, NCPS shall process each Cash Investment Instrument for collection, and the proceeds thereof shall be held as part of the Escrow Funds until disbursed in accordance with Section 4 hereof. If, upon presentment for payment, any Cash Investment Instrument is dishonored, NCPS’s sole obligation shall be to notify Broker of such dishonor and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable. Notwithstanding the foregoing, if for any reason any Cash Investment Instrument is uncollectible after payment or disbursement of the funds represented thereby has been made by NCPS, Issuer shall immediately reimburse NCPS upon receipt from NCPS of written notice thereof.
 
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Upon receipt of any Cash Investment Instrument that represents payment of an amount less than or greater than the Cash Investment, NCPS's sole obligation shall be to notify Issuer and Broker, depending upon the source of the of the Cash Investment Instrument, of such fact and to return such Cash Investment Instrument to the Investor should NCPS have Investor information sufficient to effect such a return or to Broker should sufficient Investor information be unavailable.
 
c.
All Cash Investment Instruments shall be made payable to the order of, or endorsed to the order of, “NCPS / Series Collection Drop 014, a Series of Otis Collection LLC-Escrow Account,” and NCPS shall not be obligated to accept, or present for payment, any Cash Investment Instrument that is not payable or endorsed in that manner.
 
4.
Disbursements of Escrow Funds. 
 
a.
Completion of Offering. Subject to the provisions of Section 10 hereof, NCPS shall pay to Issuer the liquidated value of the Escrow Funds, by wire no later than one (1) business day following receipt of the following documents:
 
(1)
A Minimum Offering Notice;
 
(2)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum
Offering and maintained by the sponsor;
 
(3)
Instruction Letter (as defined below); and
 
(4)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
NCPS shall disburse the Escrow Funds by wire from the Escrow Account in accordance with joint written instructions signed by both the Issuer and Broker as to the disbursement of such funds (the “Instruction Letter”) in accordance with this Section 4(a). Notwithstanding the foregoing, NCPS shall not be obligated to disburse the Escrow Funds to Issuer if NCPS has reason to believe that (a) Cash Investment Instruments in full payment for that number of Securities equal to or greater than the Minimum Offering have not been received, deposited with and collected by NCPS, or (b) any of the certifications and opinions set forth in the Minimum Offering Notice are incorrect or incomplete.
 
After the initial disbursement of Escrow Funds to Issuer pursuant to this Section 4(a), NCPS shall pay to Issuer any additional funds received with respect to the Securities, by wire, promptly after receipt. Additional disbursements shall be subject to the issuer providing the following documentation:
 
(1)
Subscription Accounting Spreadsheet substantiating the sale of the Minimum Offering which shall be made available for electronic access to Issuer by NCPS;
 
(2)
Instruction Letter (as defined above) from Issuer; and
 
(3)
Such other certificates, notices or other documents as NCPS shall reasonably require.
 
 
It is understood that any ACH transaction must comply with U. S. laws and NACHA rules. However, NCPS is not responsible for errors in the completion, accuracy, or timeliness of any transfer properly initiated by NCPS in accordance with joint written instructions occasioned by the acts or omissions of any third party financial institution or a party to the transaction, or the insufficiency or lack of availability of your funds on deposit in an external account.
 
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b.
Rejection of Any Subscription or Termination of the Offering. No later than three (3) business days after receipt by NCPS of written notice (i) from Issuer that the Issuer intends to reject a Subscriber’s subscription, (ii) from Issuer and Broker that there will be no closing of the sale of Securities to Subscribers, (iii) from any federal or state regulatory authority that any application by Issuer to conduct a banking business has been denied, or (iv) from the Securities and Exchange Commission or any other federal or state regulatory authority that a stop or similar order has been issued with respect to the Offering Document and has remained in effect for at least twenty (20) days, NCPS shall pay to the applicable Subscriber(s), by ACH , the amount of the Cash Investment paid by each Subscriber.
 
c.
Expiration of Offering Period. Notwithstanding anything to the contrary contained herein, if NCPS shall not have received a Minimum Offering Notice on or before the Expiration Date, NCPS shall, within three (3) business days after such Expiration Date and without any further instruction or direction from Broker or Issuer, return to each Subscriber, by ACH, the Cash Investment made by such Subscriber.
 
5.
Suspension of Performance or Disbursement Into Court. If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:
 
a.
suspend the performance of any of its obligations (including without limitation any disbursement obligations) under this Escrow Agreement until such dispute or uncertainty shall be resolved to the sole satisfaction of NCPS or until a successor NCPS shall have been appointed (as the case may be).
 
b.
petition (by means of an interpleader action or any other appropriate method) any court of competent jurisdiction in any venue convenient to NCPS, for instructions with respect to such dispute or uncertainty, and to the extent required or permitted by law, pay into such court all funds held by it in the Escrow Funds for holding and disposition in accordance with the instructions of such court.
 
NCPS shall have no liability to Broker, Issuer, any Subscriber or any other person with respect to any such suspension of performance or disbursement into court, specifically including any liability or claimed liability that may arise, or be alleged to have arisen, out of or as a result of any delay in the disbursement of the Escrow Funds or any delay in or with respect to any other action required or requested of NCPS.
 
6.
Investment of Funds. NCPS will not commingle Escrow Funds received by it in escrow with funds of others and shall not invest such Escrow Funds. The Escrow Funds will be held in a non-interest bearing account.
 
7.
Resignation of NCPS. NCPS may resign and be discharged from the performance of its duties hereunder at any time by giving fifteen (15) business days prior written notice to the Broker and the Issuer specifying a date when such resignation shall take effect. Upon any such notice of resignation, the Broker and Issuer jointly shall appoint a successor NCPS hereunder prior to the effective date of such resignation. The retiring NCPS shall transmit all records pertaining to the Escrow Funds and shall pay all Escrow Funds to the successor NCPS, after making copies of such records as the retiring NCPS deems advisable. After any retiring NCPS’s resignation, the provisions of this Escrow Agreement shall inure to its benefit as to any actions taken or omitted to be taken by it while it was escrow agent under this Escrow Agreement. Any corporation or association into which NCPS may be merged or converted or with which it may be consolidated shall be the escrow agent under this Escrow Agreement without further act.
 
 
8.
Liability of NCPS. 
 
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a.
NCPS undertakes to perform only such duties as are expressly set forth herein and no duties shall be implied. NCPS shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Escrow Agreement, including without limitation the Offering Document. NCPS shall not be liable for any action taken or omitted by it in good faith except to the extent that a court of competent jurisdiction determines that NCPS’s gross negligence or willful misconduct was the primary cause of any loss to the Issuer, Broker or any Subscriber. NCPS’s sole responsibility shall be for the safekeeping and disbursement of the Escrow Funds in accordance with the terms of this Escrow Agreement. NCPS shall have no implied duties or obligations and shall not be charged with knowledge or notice of any fact or circumstance not specifically set forth herein. NCPS may rely upon any notice, instruction, request or other instrument, not only as to its due execution, validity and effectiveness, but also as to the truth and accuracy of any information contained therein, which NCPS shall believe to be genuine and to have been signed or presented by the person or parties purporting to sign the same. In no event shall NCPS be liable for incidental, indirect, special, consequential or punitive damages (including, but not limited to lost profits), even if NCPS has been advised of the likelihood of such loss or damage and regardless of the form of action. NCPS shall not be obligated to take any legal action or commence any proceeding in connection with the Escrow Funds, any account in which Escrow Funds are deposited, this Escrow Agreement or the Offering Document, or to appear in, prosecute or defend any such legal action or proceeding. Without limiting the generality of the foregoing, NCPS shall not be responsible for or required to enforce any of the terms or conditions of any subscription agreement with any Subscriber or any other agreement between Issuer, Broker and/or any Subscriber. NCPS shall not be responsible or liable in any manner for the performance by Issuer or any Subscriber of their respective obligations under any subscription agreement nor shall NCPS be responsible or liable in any manner for the failure of Issuer, Broker or any third party (including any Subscriber) to honor any of the provisions of this Escrow Agreement. NCPS may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the reasonable opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.
 
b.
NCPS is authorized, in its sole discretion, to comply with orders issued or process entered by any court with respect to the Escrow Funds, without determination by NCPS of such court's jurisdiction in the matter. If any portion of the Escrow Funds is at any time attached, garnished or levied upon under any court order, or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any such event, NCPS is authorized, in its reasonable discretion, to rely upon and comply with any such order, writ, judgment or decree which it is advised by legal counsel selected by it is binding upon it without the need for appeal or other action; and if NCPS complies with any such order, writ, judgment or decree, it shall not be liable to any of the parties hereto or to any other person or entity by reason of such compliance even though such order, writ, judgment or decree may be subsequently reversed, modified, annulled, set aside or vacated. Notwithstanding the foregoing, NCPS shall provide the Issuer and Broker with immediate notice of any such court order or similar demand and the opportunity to interpose an objection or obtain a protective order.
 
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9.
 Indemnification of NCPS. From and at all times after the date of this Escrow Agreement, Issuer shall, to the fullest extent permitted by law, defend, indemnify and hold harmless NCPS and each director, officer, employee, attorney, agent and affiliate of NCPS (collectively, the “Indemnified Parties”) against any and all actions, claims (whether or not valid), losses, damages, liabilities, costs and expenses of any kind or nature whatsoever (including without limitation reasonable attorneys’ fees, costs and expenses) incurred by or asserted against any of the Indemnified Parties from and after the date hereof, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (including any inquiry or investigation) by any person, including without limitation Issuer and Broker whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution, performance or failure of performance of this Escrow Agreement or any transactions contemplated herein, whether or not any such Indemnified Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have resulted from the gross negligence or willful misconduct of such Indemnified Party. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Issuer. The obligations of Issuer under this Section 9 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
10.
Compensation to NCPS. 
 
a.
Fees and Expenses. Issuer shall compensate NCPS for its services hereunder in accordance with Exhibit A attached hereto and, in addition, shall reimburse NCPS for all of its reasonable pre-approved out-of-pocket expenses, including attorneys’ fees, travel expenses, telephone and facsimile transmission costs, postage (including express mail and overnight delivery charges), copying charges and the like. The additional provisions and information set forth on Exhibit A are hereby incorporated by this reference, and form a part of this Escrow Agreement. All of the compensation and reimbursement obligations set forth in this Section 10 shall be payable by Issuer upon demand by NCPS. The obligations of Issuer under this Section 10 shall survive any termination of this Escrow Agreement and the resignation or removal of NCPS.
 
b.
Disbursements from Escrow Funds to Pay NCPS. NCPS is authorized to and may disburse from time to time, to itself or to any Indemnified Party from the Escrow Funds (but only to the extent of Issuer’s rights thereto), the amount of any compensation and reimbursement of out-of-pocket expenses due and payable hereunder (including any amount to which NCPS or any Indemnified Party is entitled to seek indemnification pursuant to Section 9 hereof). NCPS shall notify Issuer of any disbursement from the Escrow Funds to itself or to any Indemnified Party in respect of any compensation or reimbursement hereunder and shall furnish to Issuer copies of all related invoices and other statements. Such disbursements will not occur before the minimum contingency is met in compliance with SEC Rule 15c2-4.
 
c.
Security and Offset. Issuer hereby grants to NCPS and the Indemnified Parties a security interest in and lien upon the Escrow Funds (to the extent of Issuer’s rights thereto) to secure all obligations hereunder, and NCPS and the Indemnified Parties shall have the right to offset the amount of any compensation or reimbursement due any of them hereunder (including any claim for indemnification pursuant to Section 9 hereof) against the Escrow Funds (to the extent of Issuer’s rights thereto.) If for any reason the Escrow Funds available to NCPS and the Indemnified Parties pursuant to such security interest or right of offset are insufficient to cover such compensation and reimbursement, Issuer shall promptly pay such amounts to NCPS and the Indemnified Parties upon receipt of an itemized invoice.
 
11.
Representations and Warranties. 
 
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a.
Each of Broker and Issuer respectively makes the following representations and warranties to NCPS:
 
(1)
It is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute and deliver this Escrow Agreement and to perform its obligations hereunder.
 
(2)
This Escrow Agreement has been duly approved by all necessary corporate action, including any necessary shareholder or membership approval, has been executed by its duly authorized officers, and constitutes its valid and binding agreement, enforceable in accordance with its terms.
 
(3)
The execution, delivery, and performance of this Escrow Agreement will not violate, conflict with, or cause a default under its articles of incorporation, articles of organization or bylaws, operating agreement or other organizational documents, as applicable, any applicable law or regulation, any court order or administrative ruling or decree to which it is a party or any of its property is subject, or any agreement, contract, indenture, or other binding arrangement to which it is a party or any of its property is subject. The execution, delivery and performance of this Escrow Agreement is consistent with and accurately described in the Offering Document as set forth in Sections 4(b) and 4(c) hereof, has been properly described therein.
 
(4)
It hereby acknowledges that the status of NCPS is that of agent only for the limited purposes set forth herein, and hereby represents and covenants that no representation or implication shall be made that NCPS has investigated the desirability or advisability of investment in the Securities or has approved, endorsed or passed upon the merits of the investment therein and that the name of NCPS has not and shall not be used in any manner in connection with the offer or sale of the Securities other than to state that NCPS has agreed to serve as escrow agent for the limited purposes set forth herein.
 
(5)
All of its representations and warranties contained herein are true and complete as of the date hereof and will be true and complete at the time of any deposit to or disbursement from the Escrow Funds.
 
b.
Issuer further represents and warrants to NCPS that no party other than the parties hereto and the prospective Subscribers have, or shall have, any lien, claim or security interest in the Escrow Funds or any part thereof. No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or generally) the Escrow Funds or any part thereof.
 
c.
Broker further represent and warrant to NCPS that the deposit with NCPS by NCPS of Cash Investment Instruments pursuant to Section 3 hereof shall be deemed a representation and warranty by NCPS that such Cash Investment Instrument represents a bona fide sale to the Subscriber described therein of the amount of Securities set forth therein, subject to and in accordance with the terms of the Offering Document.
 
12.
Identifying Information. Issuer and Broker acknowledge that a portion of the identifying information set forth on Exhibit A is being requested by NCPS in connection with the USA Patriot Act, Pub.L.107-56 (the “Act”). To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust, or other legal entity, we ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals claiming authority to represent the entity or other relevant documentation.
 
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13.
Compliance with Privacy Laws. NCPS represents and warrants that its collection, access, use, storage, disposal and disclosure of Personal Data does and will comply with all applicable federal and state privacy and data protection laws, as well as all other applicable regulations. Without limiting the foregoing, NCPS shall implement administrative, physical and technical safeguards to protect Personal Data that are no less rigorous than accepted industry, and shall ensure that all such safeguards, including the manner in which Personal Data is collected, accessed, used, stored, processed, disposed of and disclosed, comply with applicable data protection and privacy laws, as well as the terms and conditions of this Escrow Agreement.  NCPS shall use and disclose Personal Data solely and exclusively for the purposes for which the Personal Data, or access to it, is provided pursuant to the terms and conditions of this Escrow Agreement, and not use, sell, rent, transfer, distribute, or otherwise disclose or make available Personal Data for NCPS’s own purposes or for the benefit of any party other than Issuer.  For purposes of this section, “Personal Data” shall mean information provided to NCPS by or at the direction of the Issuer, or to which access was provided to NCPS by or at the direction of the Issuer, in the course of NCPS’s performance under this Escrow Agreement that: (i) identifies or can be used to identify an individual (also known as a “data subject”) (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers); or (ii) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, biometric or health data, answers to security questions and other personal identifiers), including the identifying information on individuals described in Section 12.
 
 
13.
Consent to Jurisdiction and Venue. In the event that any party hereto commences a lawsuit or other proceeding relating to or arising from this Escrow Agreement, the parties hereto agree that the United States District Court for the State of Utah shall have the sole and exclusive jurisdiction over any such proceeding. If such court lacks federal subject matter jurisdiction, the parties agree that the Circuit Court in and for State of Utah shall have sole and exclusive jurisdiction. Any of these courts shall be proper venue for any such lawsuit or judicial proceeding and the parties hereto waive any objection to such venue. The parties hereto consent to and agree to submit to the jurisdiction of any of the courts specified herein and agree to accept service of process to vest personal jurisdiction over them in any of these courts.
 
14.
Notice. All notices, approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given when the writing is delivered if given or delivered by hand, overnight delivery service or facsimile transmitter (with confirmed receipt) to the address or facsimile number set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice, and shall be deemed to have been given on the date deposited in the mail, if mailed, by first-class, registered or certified mail, postage prepaid, addressed as set forth on Exhibit A hereto, or to such other address as each party may designate for itself by like notice.
 
15.
Amendment or Waiver. This Escrow Agreement may be changed, waived, discharged or terminated only by a writing signed by Broker, Issuer and NCPS. No delay or omission by any party in exercising any right with respect hereto shall operate as a waiver. A waiver on any one occasion shall not be construed as a bar to, or waiver of, any right or remedy on any future occasion.
 
16.
Severability. To the extent any provision of this Escrow Agreement is prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Escrow Agreement.
 
17.
Governing Law. This Escrow Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof.
 
18.
Entire Agreement. This Escrow Agreement constitutes the entire agreement between the parties relating to the acceptance, collection, holding, investment and disbursement of the Escrow Funds and sets forth in their entirety the obligations and duties of NCPS with respect to the Escrow Funds.
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19.
Binding Effect. All of the terms of this Escrow Agreement, as amended from time to time, shall be binding upon, inure to the benefit of and be enforceable by the respective successors and assigns of Broker, Issuer and NCPS.
 
20.
Execution in Counterparts. This Escrow Agreement may be executed in two or more counterparts, which when so executed shall constitute one and the same agreement.
 
21.
Termination. Upon the first to occur of the disbursement of all amounts in the Escrow Funds or deposit of all amounts in the Escrow Funds into court pursuant to Section 5 or Section 8 hereof, this Escrow Agreement shall terminate and NCPS shall have no further obligation or liability whatsoever with respect to this Escrow Agreement or the Escrow Funds.
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THIS SPACE INTENTIONALLY LEFT BLANK
 
 
 
 
 
 
 
 
 
 
 
 
 
 
22.
Dealings. NCPS and any stockholder, director, officer or employee of NCPS may buy, sell, and deal in any of the securities of the Issuer and become pecuniary interested in any transaction in which the Issuer may be interested, and contract and lend money to the Issuer and otherwise act as fully and freely as though it were not NCPS under this Escrow Agreement. Nothing herein shall preclude NCPS from acting in any other capacity for the Issuer or any other entity.
 
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed under seal as of the date first above written.
 
 
 
ISSUER:
 
Series Collection Drop 014, a Series of Otis Collection LLC
 
By: Otis Wealth, Inc., its manager
 
 
 
By:
/s/ Keith Marshall
 
Printed Name: Keith Marshall
 
Title: General Counsel
 
 
 
BROKER:
 
Dalmore Group, LLC
 
 
 
By:
/s/ Etan Butler
 
Printed Name: Etan Butler
 
Title: Chairman
 
 
 
ESCROW AGENT:
 
North Capital Private Securities Corporation
 
 
 
By:
/s/ Linsey Harkness
 
Printed Name: Linsey Harkness
 
Title: Director of Operations
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EXHIBIT A
 
1. Definitions.
 
“Minimum Offering” means $187,500.00 (including offline investments).
 
 
 
“Expiration Date” means twelve months from the effective date of this Agreement.
 
2.  ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: Series Collection Drop 014, a Series of Otis Collection LLC – [Investor Name]
 
(Instructions should be requested from NCPS prior to any international wire being initiated.)
 
3.
NCPS Fees 
Escrow Administration Fee:
 
 
 $500 per sub account.
Out-of-Pocket Expenses:
 
 
     Billed at cost
Escrow Amendment:
 
 
 
            $100.00 per amendment
Transactional Costs:
 
 
 
            $100.00 for each additional escrow break
 
 
 
The Escrow Administration Fee is payable upon execution of the escrow documents. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and if paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination.
 
The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Escrow Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports, and legal fees, will be billed as extraordinary expenses and capped at $5,000.
 
Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction.
 
Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, internal transfers and securities transactions.
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4.
Notice Addresses. 
 
If to Issuer at:
 
Series Collection Drop 014, a series of Otis Collection LLC
335 Madison Ave, 4th Floor
New York, NY 10017
ATTN: Michael Karnjanaprakorn
Telephone: 201-479-4408
E-mail: michael@otiswealth.com
 
If to NCPS at:
 
North Capital Private Securities Corp
623 E Ft. Union Blvd, Suite 101
Salt Lake City, UT 84047
ATTN: Linsey Harkness
Telephone: (415) 937-0573
E-mail: lharkness@northcapital.com
 
If to Broker at:
 
Dalmore Group, LLC
525 Green Place
Woodmere, NY 11598
ATTN: Etan Butler
Telephone: 917-319-3000
E-mail: support@dalmorefg.com
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EXHIBIT B
Transmittal of Funds for Deposit Into the Escrow Account
 
The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities. ACH transfers are the only acceptable method of payment for this offering. ACH and transfers should be sent directly to the Escrow Agent.
 
The delivery instructions are as follows:
 
1. ACH Instructions For North Capital Private Securities, Inc. 
 
Institution: TRISTATE CAPITAL BANK
ABA: 043019003
Account Name: North Capital Private Securities, Corp
Account Number: 0220003339
FFC: OFFERING NAME AND INVESTOR NAME
Exhibit 11.1
 
 
 
 
 
CONSENT OF INDEPENDENT AUDITOR
 
We consent to the use in the Offering Circular constituting a part of this Offering Statement on Form 1-A, as it may be amended, of our Independent Auditor’s Report dated April 27, 2021 relating to the consolidated balance sheets of Otis Collection, LLC as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in members’ equity/(deficit), and cash flows for the year ended December 31, 2020 and for the period from October 8, 2019 (inception) to December 31, 2019, and the related notes to the consolidated financial statements.
 
/s/ Artesian CPA, LLC
Denver, CO
 
September 22, 2021
 
Artesian CPA, LLC
1624 Market Street, Suite 202 | Denver, CO 80202
p: 877.968.3330 f: 720.634.0905
info@ArtesianCPA.com | www.ArtesianCPA.com
1

Exhibit 12.1

 

 

Otis Collection LLC

c/o Otis Wealth, Inc.

335 Madison Avenue, 4th Floor

New York, NY 10017

 

September 21, 2021

 

To the Manager of Otis Collection LLC:

 

We are acting as counsel to Otis Collection LLC, a Delaware series limited liability company (the “Company”), with respect to the preparation and filing of an offering statement on Form 1-A, and post-qualification amendments. The offering statement covers the contemplated sale of membership interest (the “Interests”) in each of the applicable series of the Company (each, a “Series”) as set forth on Schedule 1 hereto (each, an “Offering”).

 

In connection with the opinion contained herein, we have examined the offering statement, the certificate of formation of the Company, its Limited Liability Company Agreement, and the Series Designation of each Series undertaking an Offering, as well as all other documents necessary to render an opinion. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. 

 

Based upon the foregoing, we are of the opinion that the Interests being sold pursuant to the offering statement have been authorized by all necessary series limited liability company actions of the Company and, when issued in the manner described in the offering statement, validly issued, fully paid and non-assessable. No opinion is being rendered hereby with respect to the truth and accuracy, or completeness of the offering statement or any portion thereof.

 

We further consent to the use of this opinion as an exhibit to the offering statement. In giving such consent, we do not admit that any member of this firm is an “expert” within the meaning of the Securities Act or the rules and regulations of the Commission thereunder.

 

Yours truly,

 

/s/ CrowdCheck Law LLP

 

 

 

AS

1

SCHEDULE 1

 

Series Name   Offering Price per Interest     Maximum Offering Size     Maximum Membership Interests  
Series Collection Drop 001   $ 25.00     $ 15,000       600  
Series Collection Drop 002   $ 25.00     $ 20,000       800  
Series Collection Drop 003   $ 25.00     $ 14,500       580  
Series Collection Drop 004   $ 10.00     $ 6,400       640  
Series Collection Drop 005   $ 1.00     $ 30,500       30,500  
Series Collection Drop 006   $ 1.00     $ 15,800       15,800  
Series Collection Drop 007   $ 1.00     $ 20,000       20,000  
Series Collection Drop 008   $ 1.00     $ 11,200       11,200  
Series Collection Drop 009   $ 1.00     $ 10,500       10,500  
Series Collection Drop 010   $ 1.00     $ 25,300       25,300  
Series Collection Drop 011   $ 1.00     $ 276,300       276,300  
Series Collection Drop 012   $ 1.00     $ 33,700       33,700  
Series Collection Drop 013   $ 1.00     $ 38,100       38,100  
Series Collection Drop 014   $ 1.00     $ 197,400       197,400  
2