Exhibit 3.8
NEPTUNE REM LLC
MACALLAN 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 Macallan Series LLC (“Macallan 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 Macallan Series LLC | |
| Effective date of establishment | January 23, 2026 | |
| Managing Member | Terra Mint Group Corp. was appointed as the Managing Member of Macallan Series with effect from the date of the Agreement and shall continue to act as the Managing Member of Macallan Series until dissolution of Macallan 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 Macallan Series shall comprise a residential property located at 417 Pineywood Trail Princeton, TX 75407, which will be acquired by Macallan 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 Macallan 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 [January 23, 2026], by and between Macallan 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 Macallan Series Interests the Company can issue is 25,031. | |
| Number of Macallan 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%) percent of the purchase price of the Interests from Macallan Series sold at the Initial Offering of the Macallan Series Interests (excluding the Macallan 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 Macallan Series Interests | |
| Voting | Subject to Section 3.5, the Macallan 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 Macallan 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 Macallan Series Interests then Outstanding shall be required for: | ||
| (a) any amendment to the Agreement (including this Macallan Series Designation) that would adversely change the rights of the Macallan Series Interests; | ||
| (b) mergers, consolidations or conversions of Macallan 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 Macallan Outstanding Series Interests voting as a separate class. | ||
| Notwithstanding the foregoing, the separate approval of the holders of Macallan 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 Macallan 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 | Macallan 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 Macallan Series Interests | |
| Officers | There shall initially be no specific officers associated with Macallan Series, although, the Managing Member may appoint Officers of Macallan 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 |