Exhibit 3.8

 

NEPTUNE REM LLC 

WELLER DESIGNATION

 

In accordance with the Second Amended and Restated Series Limited Liability Company Agreement of Neptune REM LLC (the “Company”) dated May 28, 2024 (the “Agreement”), and upon the execution of this designation by the Company and Terra Mint Group Corp. in its capacity as Managing Member of the Company and Initial Member of The Weller Series LLC (“Weller Series”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement.

 

References to Sections and Articles set forth herein are references to Sections and Articles of the Agreement, as in effect as of the effective date of establishment set forth below.

 

Name of Series  The Weller Series LLC
    
Effective date of establishment  August 11, 2025
    
Managing Member  Terra Mint Group Corp. was appointed as the Managing Member of Weller Series with effect from the date of the Agreement and shall continue to act as the Managing Member of Weller Series until dissolution of Weller Series pursuant to Section 11.1(b) or its removal and replacement pursuant to Section 4.3 or ARTICLE X
    
Initial Member  Terra Mint Group Corp.
    
Series Asset  The Series Assets of Weller Series shall comprise a residential property located at 405 Belgian Red Way Wake Forest, NC 27587, which will be acquired by Weller Series upon the close of the Initial Offering and any assets and liabilities associated with such asset and such other assets and liabilities acquired by Weller Series from time to time, as determined by the Managing Member in its sole discretion.
    
Property Manager  Terra Mint Group Corp.
    
Property Management Fee  As stated in Section 5.10 and in that certain Property Management Agreement, dated August 13, 2025, by and between Weller Series and Terra
   Mint Group Corp.
   
Purpose  As stated in Section 2.4

 

 

 

 

Issuance  Subject to Section 6.4(a)(i), the maximum number of Weller Series Interests the Company can issue is 33,001.
    
Number of Weller Interests held by the Managing Member and its Affiliates  The Managing Member must purchase a minimum of 1% through the Offering and may purchase up to 9.8%.
    
Broker  Dalmore Group, LLC
    
Brokerage Fee  Two and a half 2.5 % of the purchase price of the Interests from Garrison Series sold at the Initial Offering of the Garrison Series Interests (excluding the Garrison Series acquired by any Person other than Investor Members) which constitutes part of the original $25,000 set up fee and includes the flat rate of 2.5% collected by the broker-dealer.
    
Interest Designation  No Interest Designation shall be required in connection with the issuance of Weller Series Interests
    
Voting  Subject to Section 3.5, the Weller Series Interests shall entitle the Record Holders thereof to one vote per Interest on any and all matters submitted to the consent or approval of Members generally. No separate vote or consent of the Record Holders of Weller Series Interests shall be required for the approval of any matter, except as required by the Delaware Act or except as provided elsewhere in the Agreement.
    
    The affirmative vote of the holders of not less than a majority of the Weller Series Interests then Outstanding shall be required for:
     
    (a) any amendment to the Agreement (including this Weller Series Designation) that would adversely change the rights of the Weller Series Interests;
     
    (b) mergers, consolidations or conversions of Weller Series or the Company; and
     
    (c) all such other matters as the Managing Member, in its sole discretion, determines shall require the approval of the holders of the Weller Outstanding Series Interests voting as a separate class.
     
    Notwithstanding the foregoing, the separate approval of the holders of Weller Series Interests shall not be required for any of the other matters specified under Section 12.1

 

 

 

 

Splits  There shall be no subdivision of the Weller Series Interests other than in accordance with Section 3.7
    
Sourcing Fee  No greater than $50,000, which may be waived by the Managing Member in its sole discretion.
    
Other rights  Weller Series Interests shall have no conversion, exchange, sinking fund, appraisal rights, no preemptive rights to subscribe for any securities of the Company and no preferential rights to distributions of Weller Series Interests
    
Officers  There shall initially be no specific officers associated with Weller Series, although, the Managing Member may appoint Officers of Weller Series from time to time, in its sole discretion.
    
Aggregate Ownership Limit  As stated in Section 1.1
    
Minimum Interests  10 interests per Member
    
Fiscal Year  As stated in Section 8.2
    
Information Reporting  As stated in Section 8.1(c)
    
Termination  As stated in Section 11.1(b)
    
Liquidation  As stated in Section 11.3
    
Amendments to this Exhibit  As stated in Article XII