NEPTUNE REM LLC DALMORE DESIGNATION

Exhibit 3.2

NEPTUNE REM LLC

DALMORE 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 Dalmore Series LLC (“Dalmore 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 Dalmore Series LLC
Effective date of establishment		March 20, 2023
Managing Member		Terra Mint Group Corp. was appointed as the Managing Member of Dalmore Series with effect from the date of the Agreement and shall continue to act as the Managing Member of Dalmore Series until dissolution of Dalmore 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 Dalmore Series shall comprise a residential property located at 0000 X 00xx Xxxxx Xxxxxxxx 00000, which will be acquired by Dalmore 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 Dalmore 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 June 01, 2023, by and between Dalmore 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 Dalmore Series Interests the Company can issue is 39,282.

Number of Dalmore 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 Dalmore Series sold at the Initial Offering of the Dalmore Series Interests (excluding the Dalmore Series acquired by any Person other than Investor Members)
Interest Designation		No Interest Designation shall be required in connection with the issuance of Dalmore Series Interests
Voting		Subject to Section 3.5, the Dalmore 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 Dalmore 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 Dalmore Series Interests then Outstanding shall be required for: (a) any amendment to the Agreement (including this Dalmore Series Designation) that would adversely change the rights of the Dalmore Series Interests; (b) mergers, consolidations or conversions of Dalmore 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 Dalmore Outstanding Series Interests voting as a separate class. Notwithstanding the foregoing, the separate approval of the holders of Dalmore 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 Dalmore 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		Dalmore 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 Dalmore Series Interests
Officers		There shall initially be no specific officers associated with Dalmore Series, although, the Managing Member may appoint Officers of Dalmore 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