EX1A-3 HLDRS RTS 4 tm264596d1_ex3-9.htm EXHIBIT 3.9

Exhibit 3.9

NEPTUNE REM LLC

JAMESON 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 Jameson Series LLC (“Jameson 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 Jameson Series LLC

Effective date of establishment		January 23, 2026

Managing Member		Terra Mint Group Corp. was appointed as the Managing Member of Jameson Series with effect from the date of the Agreement and shall continue to act as the Managing Member of Jameson Series until dissolution of Jameson 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 Jameson Series shall comprise a residential property located at 324 Wild Rose Way. Princeton, TX 75407, which will be acquired by Jameson 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 Jameson 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 Jameson 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 Jameson Series Interests the Company can issue is 25,031.

Number of Jameson 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 Jameson Series sold at the Initial Offering of the Jameson Series Interests (excluding the Jameson 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 Jameson Series Interests

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

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

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

		Notwithstanding the foregoing, the separate approval of the holders of Jameson 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 Jameson 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		Jameson 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 Jameson Series Interests

Officers		There shall initially be no specific officers associated with Jameson Series, although, the Managing Member may appoint Officers of Jameson 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