EX1A-3 HLDRS RTS 6 tm2416489d1_ex3-5.htm EXHIBIT 3.5

 

Exhibit 3.5

 

NEPTUNE REM LLC

BLANTON DESIGNATION

 

In accordance with the Series Limited Liability Company Agreement of Neptune REM LLC (the Company”) dated January 26, 2023 (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 Blanton Series LLC (Blanton 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 Blanton Series LLC
     
Effective date of establishment   January 12, 2024
     
Managing Member   Terra Mint Group Corp. was appointed as the Managing Member of Blanton Series with effect from the date of the Agreement and shall continue to act as the Managing Member of Blanton Series until dissolution of Blanton 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 Blanton Series shall comprise a residential property located at 7923 N 93rd St, Omaha, NE 68122, which will be acquired by Blanton 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 Blanton 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 12, 2024 by and between Blanton 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 Stag Series Interests the Company can issue is 40,030.
     
Number of Blanton 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   Up to one percent [1.00]% of the purchase price of the Interests from Blanton Series sold at the Initial Offering of the Blanton Series Interests (excluding the Blanton Series acquired by any Person other than Investor Members)
     
Interest Designation   No Interest Designation shall be required in connection with the issuance of Blanton Series Interests

 

 

 

Voting  

Subject to Section 3.5, the Blanton 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 Blanton 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 Blanton Series Interests then Outstanding shall be required for:

 

(a) any amendment to the Agreement (including this Blanton Series Designation) that would adversely change the rights of the Blanton Series Interests;

 

(b) mergers, consolidations or conversions of Blanton 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 Blanton Outstanding Series Interests voting as a separate class.

 

Notwithstanding the foregoing, the separate approval of the holders of Blanton 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 Blanton Series Interests other than in accordance with Section 3.7

 

Sourcing Fee   No greater than $35,000, which may be waived by the Managing Member in its sole discretion.
     
Other rights   Blanton 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 Blanton Series Interests
     
Officers   There shall initially be no specific officers associated with Blanton Series, although, the Managing Member may appoint Officers of Blanton Series from time to time, in its sole discretion.
     
Aggregate Ownership Limit   As stated in Section 1.1

 

 

 

Minimum Interests   01 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