Exhibit 3.38 

Series Gallery Drop 040, 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 040, a Series of Otis Gallery LLC (“Series Gallery Drop 040”).
Effective Date of Establishment	September 10, 2020.
Managing Member	Otis Wealth, Inc. was appointed as the Managing Member of Series Gallery Drop 040 with effect from the date of the Operating Agreement and shall continue to act as the Managing Member of Series Gallery Drop 040 until dissolution of Series Gallery Drop 040 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 040 Asset	The Series Gallery Drop 040 Asset shall be a collection of Nike Air Max sneakers acquired by Series Gallery Drop 040 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 040 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 040 Asset that is equal to 4.49% of the gross proceeds of the Initial Offering, which the Asset Manager may waive in its sole discretion.
Issuance	Subject to Section 6.03(a), the maximum number of Series Gallery Drop 040 Interests the Company can issue is 3,550.
Number of Series Gallery Drop 040 Interests held by the Managing Member	On the date hereof, Series Gallery Drop 040 hereby grants to the Managing Member a single Series Gallery Drop 040 Interest, which Interest shall be considered issued and outstanding as of the date hereof but may not be recorded in the books of the Company until the closing of the Initial Offering of Series Gallery Drop 040 Interests. Consideration for such initial issuance shall be paid after the date hereof but prior to the closing of the Initial Offering.
Broker	North Capital Private Securities Corporation.
Brokerage Fee	1% of the purchase price of the Series Gallery Drop 040 Interests sold in the Initial Offering of the Series Gallery Drop 040 Interests (excluding the Series Gallery Drop 040 Interests acquired by the Managing Member, if any).

Other Rights	Holders of Series Gallery Drop 040 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 040 Interests.
Officers	There shall initially be no specific officers associated with Series Gallery Drop 040, although the Managing Member may appoint officers of Series Gallery Drop 040 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 Gallery Drop 040 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.

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