EX1A-3 HLDRS RTS 5 f1apos2019a3ex3-13_otis.htm SERIES DESIGNATION FOR SERIES GALLERY DROP 013 INTERESTS

Exhibit 3.13

 

Series Gallery Drop 013, a Series of Otis Gallery LLC

 

Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Otis Gallery LLC, as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.

 

Name of Series Series Gallery Drop 013, a Series of Otis Gallery LLC (“Series Gallery Drop 013”).
   
Effective Date of Establishment December 13, 2019.
   

Managing Member

Otis Wealth, Inc. was appointed as the Managing Member of the Series Gallery Drop 013 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Gallery Drop 013 until dissolution of Series Gallery 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 Gallery Drop 013 Asset

The Series Gallery Drop 013 Asset shall be a 2019 Grey Selenite Newspaper Machine sculpture by Daniel Arsham acquired by Series Gallery Drop 013 as at the date of this Series Designation and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Series Gallery Drop 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 the Asset Management Agreement, the Asset Manager is entitled to a Sourcing Fee as compensation for sourcing the Series Gallery Drop 013 Asset that is equal to 2.00% of the gross proceeds of the Offering, which the Asset Manager may waive in its sole discretion.  
   
Issuance Subject to Section 6.03(a), the maximum number of Series Gallery Drop 013 Interests the Company can issue is 1,500.
   
Number of Series Gallery Drop 013 Interests held by the Managing Member Upon designation of Series Gallery Drop 013, the Managing Member was granted a single interest in Series Gallery Drop 013.
   
Broker North Capital Private Securities Corporation
   
Brokerage Fee 1% of the purchase price of the Series Gallery Drop 013 Interests sold in the offering of the Series Gallery Drop 013 Interests (excluding the Series Gallery Drop 013 Interests acquired by the Managing Member)
   
Other Rights Holders of Series Gallery 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 Gallery Drop 013 Interests.
   
Officers There shall initially be no specific officers associated with Series Gallery Drop 013, although, the Managing Member may appoint officers of Series Gallery Drop 013 from time to time, in its sole discretion.
   
Minimum Interests One (1) Interest per Member.