2014-5-29 OHub - Operating Agreement Final

8/12/2019 2014-5-29 OHub - Operating Agreement Final

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-i-

OPERATING AGREEMENT

OF

OPPORTUNITY HUB, LLC


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THE SECURITIES EVIDENCED HEREBY HAVE BEEN ISSUED AND SOLD WITHOUT

REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE

FEDERAL ACT), THE GEORGIA UNIFORM SECURITIES ACT OF 2008, AS AMENDED (THE

GEORGIA ACT) OR THE SECURITIES LAWS OF ANY OTHER STATE, IN RELIANCE UPON

CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS. SAID SECURITIES CANNOT BE SOLD OR

TRANSFERRED EXCEPT IF, IN THE OPINION OF COUNSEL TO THE ISSUER, SUCH SALE OR

TRANSFER WOULD BE: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER

THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) IN

A TRANSACTION WHICH IS EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS,

INCLUDING THE GEORGIA ACT, OR PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS

UNDER SUCH ACTS, OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH

SUCH ACTS.

THE SECURITIES CREATED BY THIS OPERATING AGREEMENT ARE SUBJECT TO CERTAIN

OTHER RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE IN THE COMPANY AND

THE OWNERS AS SET FORTH IN THIS OPERATING AGREEMENT, INCLUDING, WITHOUT

LIMITATION, THOSE SET FORTH IN ARTICLE 9 OF THIS OPERATING AGREEMENT. NO

TRANSFER OF ANY SECURITIES CREATED BY THIS AGREEMENT SHALL BE VALID UNLESS

MADE IN ACCORDANCE WITH THIS OPERATING AGREEMENT.

OPERATING AGREEMENT

OF


This Operating Agreement (this Agreement) is made and entered into as of the 22 day of May,2014 (the Effective Date), by and among Opportunity Hub, LLC, a Georgia limited liability company

(the Company), Legacy Opportunity Funds, LLC, a limited liability company organized in the State ofGeorgia (Legacy), Earl Coleman, Jr., an individual resident of the State of Georgia (Earl Coleman),

Brandon Rickman (Brandon Rickman), an individual resident of the State of Georgia and Bradley

Kirkland, an individual resident of the State of Georgia (Bradley Kirkland, and, together with Legacy,

Earl Coleman, Brandon Rickman and persons admitted after the Effective Date who are so designated andwho are signatories to this Agreement, the Class A Members), and the members admitted after the

Effective Date who are so designated and who are signatories to this Agreement (individually a Class B

Member or a Class C Member, as the case may be, or, collectively, the Class C Members or theClass C Members, as the case may be).

W I T N E S S E T H:

WHEREAS, the Company was formed as a limited liability company, by the filing of its Articles

of Organization with the State of Georgia on August 9, 2013, and was created for the purposes set forthherein;

WHEREAS, on May 22, 2014, the Members of the Company unanimously agreed to adopt thisAgreement to, among other matters, reflect the current membership interest ownership of the Company,and to create Class A Units, Class B Units and Class C Units of membership interest in the Company;

WHEREAS, the parties desire to set forth the terms of their relationship in respect of theCompany, and desire that this Agreement be the operating agreement of the Company pursuant to the

Georgia Limited Liability Company Act, as amended (the Act); and


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WHEREAS, each of Legacy, Earl Coleman, Brandon Rickman and Bradley Kirkland has been

admitted as a Class A Member (as hereinafter defined) of the Company and the Company wishes for eachto join this Agreement and to recite their initial capital contributions to the Company.

NOW, THEREFORE, the undersigned Members hereby agree as follows:

ARTICLE 1GENERAL PROVISIONS

1.1 Name of the Company. The name of the Company is Opportunity Hub, LLC or such

other name as the Members may determine from time to time.

1.2 Business of the Company. The business of the Company shall be (i) the operation of a

business development space and training facility (the Company Business), and (ii) to engage in suchother business and activities as permitted under the terms of the Act.

1.3 Principal Place of Business, Registered Office and Agent of the Company. The

principal place of business of the Company shall be located at 200 Peachtree Street, NW, Atlanta,

Georgia 30303, or at such other location as the Managers (as hereinafter defined) shall determine. TheGeorgia registered office of the Company shall be located at 200 Peachtree Street, NW, Atlanta, Georgia30303, or at such other place as the Managers may determine from time to time. The initial Georgia

registered agent at the registered office of the Company is Rodney Sampson.

1.4 Term of the Company. The Company commenced on the date of the filing of theArticles of Organization of the Company (the Articles) at the office of the Secretary of State of the

State of Georgia, and shall continue unless earlier dissolved in accordance with Article 11 of thisAgreement or the Act.

ARTICLE 2

DEFINITIONS

2.1 Incorporated Definitions. Certain terms are defined in the recitals to this Agreement and

in theAppendixto this Agreement. Other capitalized words and phrases used in this Agreement shall havethe meanings set forth in this Article 2.

Act means the Georgia Limited Liability Company Act set forth in O.C.G.A. 14-11-100, etseq., as amended.

Affiliate means, with respect to a specified Person, any Person that directly or indirectlycontrols, is controlled by, or is under common control with, the specified Person. As used herein, the termcontrol means the possession, directly or indirectly, of the power to direct or cause direction of the

management and policies of a Person, whether through ownership of voting securities, by contract, or

otherwise.

Agreement or Operating Agreement means this Operating Agreement and all amendmentsto this Operating Agreement pursuant to Section 13.4 hereof.

Articles shall have the meaning set forth in Section 1.4 herein.


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Class A Member shall mean, initially, Legacy, Earl Coleman, Brandon Rickman and Bradley

Kirkland, and any other person admitted to the Company as a Class A Member pursuant to the terms ofArticle 8 hereof.

Class A Units shall mean the units of Membership Interest held by the Class A Members.

Class B Member shall mean any person admitted to the Company as a Class B Member

pursuant to the terms of Article 8 hereof.

Class B Units shall mean the units of Membership Interest held by the Class B Members.

Class C Member shall mean any person admitted to the Company as a Class C Member

pursuant to the terms of Article 8 hereof.

Class C Observer shall have the meaning set forth in Section 6.7.

Class C Units shall mean the units of Membership Interest held by the Class C Members.

Client shall mean any Person to whom or which the Company (A) is providing products or

services as of the date of determination, or (B) provided products or services during the one (1) yearperiod immediately preceding such date.

Company shall have the meaning set forth in the introduction.

Company Business shall have the meaning set forth in Section 1.2 herein.

Confidential Information shall mean and include information, data and know-how disclosedto or known by a Member and not generally known by the Companys competitors concerning the

Company or its business, including without limitation all Company-owned computer programs (object

and source code), administrative procedures, sales or marketing programs or techniques, payment plans,existing or new services of the Company, unpublished lists of current or prospective customers,

information relating to the solicitation of customers for the Companys business, pricing, quotations,financial information and other information not generally known by the Companys competitors that has

value to the Companys business. Confidential Information shall not include any data or information thathas been voluntarily disclosed to the public by the Company (except where such public disclosure has

been without authorization), or that has been independently developed and disclosed by others, or thatotherwise enters the public domain through lawful means.

Effective Date shall have the meaning set forth in the introduction.

Electing Members shall have the meaning set forth in Section 9.3 herein.

Fair Market Value as to a Unit of Membership Interest, means the value of such Unit as

determined, in good faith, and with commercially reasonable diligence, by the Managers of the Company.

Majority Member Consent shall mean the consent of those Members holding a majority ofMembership Interest and entitled to exercise Membership Rights pursuant to Section 8.8.

Manager means Rodney Sampson, in his individual capacity as Manager, or any other Person

becoming a Manager of the Company in accordance with the terms hereof acting in such Personscapacity as a Manager of the Company.


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Material Contact means (X) any Client with whom or which the Company has dealt; (Y) any

Client whose dealings with the Company were coordinated or supervised by the Member; or (Z) anyClient about whom or which the Member obtained confidential information in the ordinary course of

business through such Members association with the Company.

Members means the Class A Members, Class B Members and the Class C Members, and any

person admitted as a Class A Member, Class B Member or Class C Member pursuant to the terms ofArticle 8 hereof.

Membership Interest means, for any Member (including Class A Members, Class B Members

and Class C Members) with respect to any particular time, the percentage of interest in the Company

subscribed for by each Member pursuant to Article 3, whether subsequently held by Members or theirtransferees as permitted hereunder.

Membership Rights shall have the meaning set forth in Section 8.8 herein.

Notice shall have the meaning set forth in Section 9.3 herein.

Offer to Purchase shall have the meaning set forth in Section 9.3 herein.

Offered Membership Interest shall have the meaning set forth in Section 9.3 herein.

Offeree Members shall have the meaning set forth in Section 9.3 herein.

Operating Agreement shall mean this Agreement, as enacted on May 22, 2014, and as

subsequently amended.

Person includes any individual, corporation, association, partnership, joint venture, trust,

estate, limited liability company, or other legal entity or organization.

Permitted Transferee means, for any Member who is a natural person, (a) such Membersestate (executor, personal representative or administrator of his or her estate); (b) a spouse or lineal

descendant of the Member; and (c) an inter-vivos or testamentary trust for the primary benefit of theMember, his or her spouse or one or more of his or her lineal descendants.

Purchaser shall have the meaning set forth in Section 9.3 herein.

Qualified Financing means a transaction, or a series of related transactions, pursuant to which

the Company raises a minimum of at least $1,000,000 in gross proceeds through the sale of itsMembership Interest or other equity securities.

Rodney Sampson is the initial sole Manager of the Company, and is the sole member and

manager of Legacy.

Selling Member shall have the meaning set forth in Section 9.3 herein.

Transfer means, as a noun, any voluntary or involuntary transfer, sale, gift, pledge or

hypothecation or other disposition, and, as a verb, voluntarily or involuntarily to transfer, sell, give,

pledge, or hypothecate or otherwise dispose of; provided, however, that a transfer, sale, gift, pledge orhypothecation or other disposition by a Member to a Permitted Transferee shall not constitute a Transfer.


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ARTICLE 3

AUTHORIZED CAPITAL; CONTRIBUTIONS

3.1 Authorized Capital. The total number of Units of all classes of Interests which the

Board of Managers shall have the authority to issue shall be ONE HUNDRED THOUSAND (100,000)

Units of Membership Interest. The total number of authorized Units of the Company (and the authorizedUnits of designated for any particular class of Units as detailed in Section 3.4) may be increased ordecreased with the written consent of the members holding a majority of the outstanding Class AMembership Interest.

3.2 Designation of Classes of Units.

(a) Generally. Additional classes or series of Units (beyond the Class A Units, Class BUnits and Class C Units) may be created by majority written consent of the holders of the Class A

Membership Interest. Classes of Units shall have the relative rights, preferences and privilegesascribed to them in this Operating Agreement or in a Certificate of Designation adopted by the

Class A Members, which Certificate of Designation shall be considered part of this Operating

Agreement until such time as it is amended, replaced or revoked, in accordance with thisOperating Agreement and the Act.

(b) Class B Units. Class B Units shall be reserved for issuance to Managers, officers,employees and consultants of the Company, in the sole discretion of the Class A Members.

(b) Class C Units. Class C Units shall be reserved for issuance in connection with

crowdfunding transactions, as determined in the sole discretion of the Class A Members.

3.3 Issuance of Membership Interests.

(a) Class A Units, Class B Units and Class C Units (and fractional interests thereof) may be

issued by the Company with the written consent of the members holding a majority of the outstandingClass A Membership Interest. As of the Effective Date, there shall be forty thousand (40,000) Units of

Membership Interest which are undesignated. As of the Effective Date, the authorized number of Class AUnits, Class B Units and Class C Units which may be issued by the Company are as follows:

(i) 35,000 Class A Units.

(ii) 15,000 Class B Units.

(ii) 10,000 Class C Units.

(b) Any such additional Class A Units, Class B Units or Class C Units may be sold to a

subscriber upon payment of a capital contribution, the amount of which shall be the value of the Class AUnits, Class B Units or Class C Units being purchased as determined by the Managers. If the subscriber

to additional Class A Units, Class B Units or Class C Units is not, at the time of subscription, a Memberof the Company, such subscriber shall not become a Member of the Company unless and until theadmission requirements set forth in Section 8.8 are satisfied.

(c) The issued and outstanding Class A Units, Class B Units and Class C Units of theCompany, and the whole Membership Interest (approximate) of the Company, shall be reflected onExhibit A to this Agreement, as amended from time to t ime.


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3.4 Capital Contributions; Issued Class A Units. The Members hereby agree that each hascontributed to the capital of the Company cash, assets or other valuable consideration, and has received in

consideration thereof the Class A Units, specified opposite his name below, as follows:

Name Class A Units

Legacy Opportunity Funds, LLC 22,100

Earl Coleman, Jr. 1,300

Brandon Rickman 1,300

Bradley Kirkland 1,300

3.5 Certificates; Uncertificated Units. The Units need not be evidenced by any certificate

or other written instrument, but shall only be evidenced by this Operating Agreement and the holders of

record of the Units shall be as is reflected on the books of the Company; provided, however, that theCompany may issue certificates as evidence of Units in the sole discretion of the Managers.

3.6 Withdrawal of Capital. Except as otherwise provided in this Agreement, no Membershall withdraw any capital contributions without the consent of the Members holding a majority of

Membership Interest. No Member shall have the right to receive any property other than cash as adistribution from the Company, except upon dissolution of the Company as provided in Article 11.

3.7 Optional Redemption of Membership Interest by Company.

(a) No holder of the Companys Membership Interest is entitled to demand redemption ofany such interest, upon any circumstances whatsoever. The Company may, at the sole discretion of the

Managers, redeem any Membership Interest upon request of a holder, but is under no obligationwhatsoever to do so. The Company may, at the sole discretion of the Managers, also offer to redeem

Units of Membership Interest upon any terms or conditions that they deemed to be fair, but may onlydemand redemption of Units of Membership Interest upon the occurrence of the events described in

Section 3.7(b).

(b) The Company may, at its sole option, redeem all (but not less than all) of the then

outstanding Class C Units upon either of the following events:

(i) At any time on or after the date which is twenty four (24) months following the finalsale and issuance of the last Class C Unit issued pursuant to the Companys Invest Georgia Exemption

offering commencing in May 2014; or

(ii) At any time on or after the Company closes a Qualified Financing.

In the event that the Company exercises its option, pursuant to either Section 3.7(b)(i) or (b)(ii) toredeem the Class C Units, then such redemption will be made at a price per Class C Unit equal to the Fair

Market Value of such Class C Units.


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ARTICLE IV

ALLOCATIONS OF PROFIT AND LOSS

4.1 Capital Accounts. A Capital Account shall be separately maintained for each Member inaccordance with the terms of the Capital Account definition set forth in theAppendix.

4.2 Allocation of Profits. After giving effect to the special allocations set forth in ItemsIII(A) and III(B) of the Appendix, Profits for any Fiscal Year shall be allocated to the Members pro ratabased upon each such Members respective Membership Interest during the period with respect to whichsuch allocation is made.

4.3 Allocation of Losses. After giving effect to the special allocations set forth in ItemsIII(A) and III(B) of the Appendix, Losses for any Fiscal Year shall be allocated to the Members pro rata

based upon each such Members respective Membership Interest during the period with respect to whichsuch allocation is made.

ARTICLE 5

DISTRIBUTIONS TO MEMBERS

5.1 Distributions of Cash Flow. Except as provided in Section 5.2 hereof, if the Managersdetermine that it is advisable, the Company shall distribute Cash Flow, in such amounts and at such times

as the Managers may determine, to the Members, in the following fashion:

(i) First, to the Members pro rata in proportion to their holdings of Class C Units, untildistributions under this Section 5.1(i) equal the aggregate amount of Capital Contributions

attributable to the Members in respect of their acquisitions of Class C Units; then

(ii) Second, to the Members pro rata in proportion to their holdings of Class A Units and

Class B Units, until distributions under this Section 5.1(ii) equal the aggregate amount of CapitalContributions attributable to the Members in respect of their acquisitions of Class A Units and

Class B Units; then

(iii) Third, pro rata based upon each Members respective Membership Interest at thetime of such distribution.

5.2 Distributions upon Liquidation and Dissolution. Any proceeds from the sale of all orsubstantially all of the Companys assets shall be distributed in accordance with the provisions of Section

11.2.

5.3 Amounts Withheld. All amounts withheld pursuant to the Code or any provision of anystate or local tax law with respect to any payment, distribution or allocation to the Company or the

Members shall be treated as amounts distributed to the Members pursuant to this Article 5 for all purposes

under this Agreement. The Company is authorized to withhold from distributions, or with respect toallocations, to the Members and to pay over to any federal, state or local government any amounts

required to be so withheld pursuant to the Code or any provisions of any other federal, state or local lawand shall allocate any such amounts to the Members with respect to which such amount was withheld.


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(vi) except for the purchase of raw materials for the production of products sold by

the Company, any Company debt or capital expenditure in excess of one hundred thousanddollars ($100,000.00).

6.3 Number, Appointment, and Removal of Managers.

(a) The initial number of Managers of the Company shall be one (1). Subject to paragraph(b) below, the number of Managers may be increased or decreased by action of the Class A Members. Nodecrease in the number of Managers shall have the effect of shortening the tenure of any incumbentManager, unless such Manager is also removed in accordance herewith.

(b) Rodney Sampson shall be the initial sole Manager of the Company, to serve until hisearlier death, resignation or removal from office pursuant to Section 6.3(c) hereof.

(c) The election and removal of any Manager must be by action of the Class A Members.

Any vacancy in any Manager position, whether occurring as a result of an increase in the number ofManagers or any Manager ceasing to be a Manager pursuant to Section 6.3(a) or Section 6.3(c) hereof,

shall be filled by action of the Class A Members.

(d) Managers shall be natural persons who are eighteen (18) years of age or older, but neednot be Members or residents of the State of Georgia.

6.4 Compensation and Services. Each Manager shall receive such compensation, if any, for

his services as may be designated by action of the Class A Members. Each Manager shall be entitled to bereimbursed for out-of-pocket costs and expenses incurred in the course of his services hereunder.

Members shall be entitled to be reimbursed for out-of-pocket costs and expenses, as approved by theManagers, incurred in the course of promoting the Business of the Company, but not for any other reason

unless such reimbursement is approved by action of the Class A Members. No Member shall be entitled

to compensation for services performed on behalf of the Company, in his capacity as a Member.

6.5 Officers.

(a) The Managers may (but are not required to) designate one or more individuals to beofficers of the Company. No officer need be a resident of the State of Georgia, a Member or a Manager.

Any officers so designated shall have such authority and perform such duties as the Managers maydelegate to them. The Managers may assign titles to particular officers. Unless the Managers decideotherwise, if the title is one commonly used for officers of business corporations formed under the

Georgia Business Corporation Code, the assignment of such title shall constitute the delegation to such

officer of the authority and duties that are normally associated with that office. Each officer shall holdoffice until his or her successor shall be duly designated and shall qualify or until his or her death or untilhe or she shall resign or shall have been removed in the manner hereinafter provided. Any number of

offices may be held by the same individual. The salaries or other compensation, if any, of the officers and

agents of the Company shall be fixed by the Managers.


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The Managers hereby designate the following individuals to have the offices set opposite their

respective names:

Officer Name Title

Rodney Sampson Chief Executive Officer

Earl Coleman, Jr. Chief Operations Officer

(b) Any officer may resign as such at any time. Such resignation shall be made in writing and

shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the

Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly soprovided in the resignation. Any officer may be removed as such, either with or without cause, by the

Managers whenever in his or her judgment the best interests of the Company will be served thereby;provided, however, that such removal shall be without prejudice to the contract rights, if any, of the

person so removed. Designation of an officer shall not of itself create contract rights. Any vacancyoccurring in any office of the Company (other than Managers) may be filled by the Managers.

(c) An assistant officer shall, in the absence of the officer to whom such person is anassistant or in the event of such officers inability or refusal to act (or, if there be more than one suchassistant officer, the assistant officers in the order designated by the Manager or the President or, in the

absence of any designation, then in the order of their appointment), perform the duties and exercise thepowers of such officer. An assistant officer shall perform such other duties and have such other powers as

the Manager or the Chief Executive Officer may from time to time prescribe.

6.6 Meetings. Any meeting of the Managers shall be subject to the provisions set forth inSection 8.7 herein.

6.7 Board of Managers; Class C Unit Holder Observer Rights.

(a) Holders of the Class C Units, as a class, are entitled, by majority vote, to appoint anobserver to the Board of Managers (the Class C Observer), which observer is entitled to attend any

regular or special meetings of the Managers. Such observer may not vote on any matters considered bythe Managers, but such observer is entitled to proper notice of any such meetings and is further entitled to

any information or documentation received by the Managers in preparation for or at such meetings.

(b) The Class C Observer shall serve for a term of one (1) year, and shall be elected annually.

The initial Class C Observer shall be Ron Tealer, who shall serve in such capacity until his earlier death,

removal or resignation, or until his successor is duly elected and qualified.

(c) The holders of the Class C Units shall, as a class, by majority vote, be entitled to vote at

the annual meeting of the Members to elect the Class C Observer. The Managers shall nominate

candidates (which may be one or more nominee(s)) for the Class C Observer position, but shall beobligated to nominate any candidate for the Class C Observer position for whom the Managers receive, at

least one (1) month prior to the scheduled date of the meeting of the Members at which the Class CObserver shall be elected, written requests for nomination representing a minimum of ten (10%) of theaggregate outstanding Class C Membership Interest.


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ARTICLE 7

LIMITATION ON LIABILITY; INDEMNIFICATION

7.1 Limitation on Liability. No Manager or officer of the Company shall be personallyliable to the Company or its Members for monetary damages for breach of duty of care or other duty as a

Manager or officer; provided, however, that to the extent required by law, this Article 7 shall not

eliminate or limit the liability of a Manager or officer (i) for intentional misconduct or knowing violationof law; or (ii) for any transaction in which such Manager or officer received a personal benefit in violationor breach of any provision of this Agreement.

7.2 Indemnification. The Company shall indemnify each Manager and officer of the

Company for any act performed by such Manager or officer within the scope of the authority conferred onsuch Manager or officer of the Company by this Agreement (or, in the case of an officer, delegated by the

Managers in accordance with this Agreement), except for acts excluded under Section 7.1 above.

ARTICLE 8

MEMBERS

8.1 Consent of Members. Except as otherwise expressly provided in this Agreement,Majority Member Consent shall be required to constitute the act of the Members.

8.2 Powers of Members. The Members shall have the power to exercise any and all rights orpowers granted to the Members pursuant to the express terms of this Agreement;provided, however, that

the rights of Members not entitled to exercise Membership Rights pursuant to Section 8.8 shall be limitedto the right to receive distributions pursuant to this Agreement. The Class A Members shall have the

power to authorize the Managers, by action of the Class A Members, to possess and exercise any right orpower not already vested in the Managers pursuant to Section 6.2 or any other provisions of this

Agreement. The Members shall not have the power to bind the Company.

8.3 Waiver of Partition. Each Member waives, until termination of the Company, any and

all rights that he, she, or it may have to maintain an action for partition of the Companys property.

8.4 Information. In addition to the other rights specifically set forth in this Agreement, eachMember is entitled to all information to which that Member is entitled to have access pursuant to

Section 14-11-313 of the Act under the circumstances and subject to the conditions therein stated. EachMember shall reimburse the Company for all costs and expenses incurred by the Company in connectionwith the Members inspection and copying of the Companys books and records.

8.5 Liability to Third Parties. No Member or Manager shall be liable, by virtue of his or herstatus as such, for the debts, obligations or liabilities of the Company, including under a judgment decreeor order of a court. To the extent that such Member or Manager incurs covered expenses, the Company

shall promptly reimburse such Member or Manager for such covered expenses.

8.6 Meetings of Members.

(a) An annual meeting of the Members for the transaction of such business as may properlycome before the meeting shall be held on such date and at such time as the Managers shall specify in the

notice of the meeting, which shall be delivered to each Member not less than two (2) nor more than sixty

(60) days prior to such meeting.


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(b) Special meetings of the Members may be called by the Managers or by any Member or

Members holding at least thirty percent (30%) of the issued and outstanding Membership Interests andentitled to exercise Membership Rights. Any such meeting shall be held on such date and at such time as

the Person(s) calling such meeting shall specify in the notice of the meeting, which shall be delivered toeach Member not less than two (2) nor more than sixty (60) days prior to such meeting.

(c) With respect to any matter submitted to a vote of the Members, Members holding amajority of the Class A Units, Class B Units or Class C Units, or all Units of Membership Interestcombined, as applicable, shall constitute a quorum for the transaction of business at any meeting of theMembers.

8.7 Provisions Applicable to All Meetings. In connection with any meeting of theManagers, Members or any committee of the Managers, the following provisions shall apply:

(a) Any such meeting shall be held at the principal place of business of the Company, or at

such other place as specified in the notice of such meeting, which need not be in the State of Georgia.

(b) Attendance of a Person at such meeting shall constitute a waiver of notice of such

meeting, except where such Person attends the meeting for the express purpose of objecting to thetransaction of any business on the ground that the meeting is not lawfully called or convened.

(c) A Person may vote at such meeting by a written proxy executed by that Person anddelivered to another Manager, Member or member of the committee, as applicable. A proxy shall be

revocable unless it is stated to be irrevocable.

(d) Any action required or permitted to be taken at such a meeting may be taken without ameeting, without prior notice, and without a vote if a consent or consents in writing, setting forth the

action so taken, are signed by the Managers or Members, as applicable, having not fewer than the

minimum aggregate amount of votes that would be necessary to take the action at a meeting at which allMembers or Managers, as applicable, entitled to vote on the action were present and voted.

(d) Managers or Members may participate in and hold such meeting by means of conference

telephone, video conference, or similar communications equipment by means of which all Personsparticipating in the meeting can hear each other. Participation in such a meeting shall constitute presence

in person at such meeting, except where a Person participates in the meeting for the express purpose ofobjecting to the transaction of any business on the ground that the meeting is not lawfully called orconvened.

8.8 Additional Members. In the case of (i) any issuance of additional Class A Units, Class BUnits or Class C Units by the Company to any non-Member subscriber in accordance with Section 3.3, or(ii) any Transfer of any Class A Units, Class B Units or Class C Units to any non-Member transferee, and

subject to any additional restrictions on Transfers set forth in Article 9, such subscriber or transferee, as

applicable, shall not be entitled to exercise any of the rights, powers, and benefits of Members pursuant tothis Agreement, including voting rights (the Membership Rights), other than the right to receive

distributions in accordance with this Agreement, unless and until the following admission requirementshave been met:

(i) the Members holding a majority of the outstanding Class A Membership Interest

(excluding the Membership Interest issued to the subscriber or Transferred to the transferee, asapplicable) provide written consent to grant full Membership Rights to such subscriber ortransferee; and


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(ii) any such subscriber or transferee agrees, in writing, to become a party to thisAgreement (either by signing a counterpart of this Agreement or a joinder) and be bound by all of

its terms and conditions, and, in the case of any transferee of a Membership Interest, to assume alldebts and obligations of the transferor Member.

ARTICLE 9TRANSFER OF COMPANY INTERESTS

9.1 Transfers of Membership Interest.

(a) Except as provided in this Article 9, no Class A Member may Transfer all or any part ofhis, her or its Membership Interest to any Person without the prior written approval of the non-

transferring Class A Members.

(b) Except as provided in this Article 9, no Class B Member or C Member may Transfer allor any part of his, her or its Membership Interest to any Person without the prior written approval of the

Managers, which approval is not to be unreasonably withheld. For the avoidance of doubt, any lack of

clarity with respect to applicable securities laws related to transferability of the Class B Units or Class CUnits shall constitute adequate reason for the Managers to withhold approval for the transfer of Class BUnits or Class C Units. Any transfers of Class B Units or Class C Units which are approved by the

Mangers shall nevertheless be subject to applicable provisions of this Article 9.

9.2 Permitted Assignment of Membership Interest. Notwithstanding Section 9.1 above,each Member, during his or her lifetime or its legal existence, or upon his or her death or its dissolution,

shall have the right to Transfer, without the approval of the non-transferring Members, all or any portionof his, her or its Membership Interest, for value or otherwise, to a Permitted Transferee. Upon the

Transfer of any Membership Interest to a Permitted Transferee, the Permitted Transferee shall be

admitted as a Member of the Company provided that the admission requirements of Section 8.8 have beenmet.

9.3 Right of First Refusal. If a Member (the Selling Member) receives a bona fide

written offer which the Selling Member desires to accept (the Offer to Purchase) from any Personother than a Member of the Company (the Purchaser) to purchase all or any portion of or any interest

or rights in the Selling Members Membership Interest (the Offered Membership Interest) for adenominated purchase price, then, prior to any Transfer of the Offered Membership Interest, the SellingMember shall give the other Members (the Offeree Members) written notice (the Notice) containing

(a) the Purchasers identity, (b) a true and complete copy of the Offer to Purchase, and (c) the Selling

Members offer to sell the Offered Membership Interest to the Offeree Members for a price equal to thatcontained in the Offer to Purchase, under the following terms and conditions:

(a) For a period of sixty (60) days after receipt of the Notice, the Offeree Members shall

have the option to purchase all, or any portion, of the Offered Membership Interest, upon the terms andconditions set forth in the Offer to Purchase. The Offeree Members shall exercise their option to purchase

only by written notice to the Selling Member within such sixty (60) day period. During this option period,each Offeree Member shall have the right to purchase a pro rata portion of the Offered MembershipInterest based upon the percentage Membership Interest then held by such Offeree Member and the total

percentage of Membership Interest held by all of the Offeree Members.

(b) If the Offeree Members fail to elect to purchase all of the Offered Membership Interest asprovided above, then for a period of thirty (30) days following the termination of the preceding option


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period, the Offeree Members wishing to purchase the unpurchased Offered Membership Interest (the

Electing Members) shall have the option to purchase all, or any portion, of the remaining unpurchasedOffered Membership Interest on the same terms and conditions as the Offer to Purchase. The Electing

Members shall exercise their option to purchase only by written notice to the Selling Member within suchthirty (30) day period. During this option period, each Electing Member shall have the right to purchase a

pro rata portion of the Offered Membership Interest based upon the Membership Interest then held by

such Electing Member and the total Membership Interest held by all of the Electing Members.

(c) If the Offeree Members fail to exercise their options to purchase all of the OfferedMembership Interest, then for a period of fifteen (15) days after the termination of the Electing Members

options, the Company shall have the option to redeem and retire all, but not less than all, of the remaining

unpurchased Offered Membership Interest on the same terms and conditions as the Offer to Purchase. TheCompany shall exercise its option to redeem only by written notice to the Selling Member within such

fifteen (15) day period.

(d) Unless the Selling Member, the Offeree Members and the Company otherwise agree, theclosing of the purchase and sale of the Offered Membership Interest shall occur at the principal place of

business of the Company on the first business day occurring on or after the tenth (10th) day following the

expiration of the last option period that is required to purchase the Offered Membership Interest. At theclosing, the Offeree Members and the Company, as the case may be, shall pay the applicable purchaseprice to the Selling Member under the terms and conditions contained in the Offer to Purchase, and the

Selling Member shall deliver to each of them good title, free and clear of any liens, claims,encumbrances, security interests, or options (other than those created by this Agreement), the Offered

Membership Interest thus purchased. At the closing, the Members shall execute such documents andinstruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated

hereby, including, without limitation, the Transfer of the Offered Membership Interest and the assumptionby the Offeree Members and the Company, as the case may be, of the Selling Members obligations with

respect to the portion of the Offered Membership Interest transferred.

(e) Notwithstanding anything in this Section 9.3 to the contrary, in the event the Offeree

Members and the Company collectively fail to elect to purchase or redeem all of the Offered MembershipInterest under the option periods provided above, then neither the Offeree Members nor the Company

shall have the right to purchase or redeem any of the Offered Membership Interest. The Selling Membershall be free to dispose of the Offered Membership Interest to the Person named in the Offer to Purchase

at the price and upon the terms and conditions set forth in the Offer to Purchase;provided, however, thatsuch disposition must be made within sixty (60) days following the termination of the Companys option;and in the event the Selling Member shall fail to close the sale to the third party at the price and upon the

terms and conditions set forth in the Offer to Purchase within such sixty (60) day period, the Selling

Member must again offer the Offered Membership Interest to the Offeree Members and the Company asprovided in this Section 9.3. If the Selling Member closes the sale to the third party, then such Transfereeshall be admitted as a Member to the Company, provided that the Transferee (i) agrees, in writing, to

become a party to this Agreement and be bound by all of its terms and conditions and to assume all debts

and obligations of the Selling Member, if applicable, with respect to the Offered Membership Interest;and (ii) executes any amendment to the Articles that may be required by the Act.

9.4 Redemption of Units. The Company may, if approved by action of the Class A Members, but isnot obligated to, repurchase a Members Membership Interest upon prior written notice by the Member to

the Company of the Members desire to sell his, her or its Membership Interest to the Company at a price

and upon such terms as mutually agreed upon by the Company and the Member.


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ARTICLE 10

NON-COMPETITION

10.1 Confidentiality; Non-Competition; Non-Solicitation.

(a) Recognizing the Companys need to protect its legitimate business interests including its

goodwill and to induce each Member to execute this Agreement and to commit time and resources toexpanding the business of the Company, each Member covenants and agrees with the Company and theother Members that he will not, while a Member of the Company and for a period of two (2) yearsthereafter, for whatever reason, disclose or use or otherwise exploit for his benefit, for the benefit of any

other person, or for the benefit of any competitor, any Confidential Information; provided, however, that

with respect to those items of Confidential Information that rise to the level of a trade secret of theCompany under applicable law, the obligations of confidentiality provided herein shall survive the

expiration of such two (2) year period for so long as such item of Confidential Information continues toremain a trade secret under applicable law.

(b) Each Class A Member, and each Class B Member and Class C Member holding greater

than five percent (5.0%) of the outstanding Membership Interest of the Company, acknowledges that, by

reason of the character and nature of the Company Business and its activities and operations, and furtherby reason of the scope of the territory in which the Company Business takes place, in order to protect theCompanys legitimate business interests, it is necessary for each Member to agree not to engage in certain

specified activities at any time while a Class A Member (or 5.0% or greater Class B Member or Class CMember) is a Member of the Company and for a period of time thereafter. As a result of the Class A and

selected Class B Members and C Members involvement in the Company Business, each such Memberwill have extensive involvement with the Companys product development and sales. Given the

Companys business model and the location of customers throughout the State of Georgia, each suchMember further acknowledges that his or her services to the Company as a Member shall not be limited to

any geographic region within the State of Georgia, but will be rendered in connection with the Company

Business throughout the entire State of Georgia Each such Member further agrees and acknowledges thatbecause of his association with the Company, and his or her knowledge of the trade secrets and

confidential, proprietary information of the Company that relate to the Company Business as herein setforth, such Members competition with the Company, whether directly or indirectly, or by assisting

others, would damage and impair the Company Business. Therefore, each such Member agrees asfollows:

(i) except pursuant to unanimous prior consent of the Class A Members, no Class AMember (or 5.0% or greater Class B Member or Class C Member) shall, while a Member of the

Company, either directly or indirectly, or by assisting others, except directly on behalf of the

Company, (A) solicit or sell products or services similar to or competitive with those provided bythe Company, or (B) solicit any Client (as defined below) of the Company; and

(ii) no Class A Member (or 5.0% or greater Class B Member or Class C Member)

shall, beginning on the date of Transfer of all of such Members issued and outstandingMembership Interest and for a period of two (2) years thereafter, either directly or indirectly, or

by assisting others, solicit any Client with whom or which the Company had Material Contactwhile the Member was a Member of the Company for the purpose of providing products orservices similar to or competitive with the Company Business, where such Member had

knowledge that the Client was a Company Client and had knowledge that the Company had

Material Contact with such Client.


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11.3 Certificate of Termination. When all debts, liabilities and obligations have been paidand discharged or adequate provisions have been made therefor and all of the remaining property and

assets have been distributed to the Members, a certificate of termination may be executed and filed withthe Secretary of State of the State Georgia in accordance with Section 14-11-610 of the Act.

ARTICLE 12ACCOUNTING AND TAX MATTERS

12.1 Accounting.

(a) The Managers shall maintain accurate books of account, which shall be available at anytime upon the request of the Members for review and inspection in accordance with Section 8.4.

(b) The Managers shall cause to be prepared at the cost and expense of the Company, all tax

returns which are required to be filed by the Company with any tax authority. The Managers shall timelyfile any such returns and promptly provide a copy of any such returns to the Members, including all

information reasonably necessary for the Members to prepare any individual tax returns reflecting

allocation of profit or loss from the Company.

(c) Legacy, by its sole member Rodney Sampson, shall be the tax matters partner for

purposes of the Code, and such tax matters partner shall notify the Members of any audit or other mattersof which he is notified or becomes aware. The tax matters partner may, in his discretion and without the

approval of the Members, (i) extend the statute of limitations or any period of limitations for theCompany or the Members in any matter; (ii) agree to any settlement of any tax matter for the Company or

the Members; (iii) file any petition for judicial review or any other judicial proceeding with respect to theCompany or the Members in any matter; (iv) file any instrument, petition or document asking for

readjustment of any taxable item of Company income, expense or deduction; or (v) file any request for

administrative review or adjustment, or other administrative relief, for the Company or the Members inany matter.

12.2 Tax. Tax matters are addressed in the Appendix which is attached hereto and

incorporated herein by reference.

ARTICLE 13

GENERAL PROVISIONS

13.1 Notices.

(a) All notices, requests, demands, tenders or other communications required or permittedhereunder must be in writing and are deemed to have been duly given if (i) delivered personally, (ii)

mailed, certified or registered mail, return receipt requested, postage prepaid, receipt acknowledged, (iii)

sent by Federal Express or other nationally recognized overnight courier service or overnight express U.S.Mail, postage prepaid, with next business day delivery, or (iv) sent by facsimile or e-mail transmission,

followed with an original sent in accordance with (i), (ii) or (iii) above, to the address provided by theMember on their respective signature page to this Agreement, or as subsequently updated by notice ofsuch Member to the Company.

(b) Notices personally delivered or transmitted by facsimile (with confirmation of delivery)are deemed to have been given on the date so delivered or transmitted; provided, that if the confirmationof delivery sets forth a delivery time later than 5:00 P.M. on any business day, then the facsimile will be


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deemed delivered on the succeeding business day. Notices mailed are deemed to have been given on the

date three (3) business days after the date posted, and notices sent in accordance with paragraph (a)(iii)above are deemed to have been given on the next business day after delivery to the courier service or U.S.

Mail (in time for next day delivery). The parties may change their address for receipt of notices bydelivery of a notice of change of address in accordance with the terms of this Section 13.1.

13.2 Headings. The headings in this Agreement are inserted for convenience and referenceonly and are in no way intended to describe, interpret, define or limit the scope, extend the intent of thisAgreement or any provision hereof.

13.3 Severability. Each provision of this Agreement is intended to be severable. If any term or

provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall notaffect the validity or enforceability of the remainder of this Agreement.

13.4 Sole Agreement; Amendments. This Agreement and the Appendix constitute the entire

understanding of the parties hereto with respect to the subject matter hereof and no amendment,modification or alteration of the terms hereof shall be binding unless the same be in writing and duly

approved and executed by Members holding a majority of Membership Interest.

13.5 Application of Georgia Law. This Agreement and the Appendix and the application orinterpretation hereof shall be governed exclusively by the terms of the laws of the State of Georgia

excluding its conflicts of laws provisions.

13.6 Execution in Counterparts. This Agreement and any amendments hereto may beexecuted in any number of counterparts, either by the parties hereto and their successors, or their duly

authorized attorneys-in-fact, with the same effect as if all parties had signed the same document. Allcounterparts shall be construed as and shall constitute one and the same instrument. In this execution of

this Agreement facsimile or scanned and emailed signatures shall be effective for all purposes.

13.7 Binding Effect on Successors. Subject to the limits on transferability and assignment

contained herein, each and all of the covenants, terms, provisions and agreements herein contained shallbe binding upon and inure to the benefit of the successors, transferees, heirs and assigns of the respective

parties hereto.

13.8 Invalidity. The invalidity or unenforceability of any particular provision of thisAgreement shall not affect the other provisions hereof, and the Agreement shall be construed in allrespects as if such invalid or unenforceable provision were omitted. If any particular provision herein is

construed to be in conflict with the Act, said Act shall control and such provisions shall not affect or

invalidate the other provisions hereof, and this Agreement shall be construed in all respects as if suchconflicting provision were omitted.

13.9 Gender; Singular and Plural; Other References. Unless the context of this Agreement

otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular orplural number also include the plural or singular number, respectively; (iii) the terms hereof, herein,

hereby and derivative or similar words refer to this entire Agreement; (iv) the terms Article orSection refer to the specified Article of Section of this Agreement; and (v) the word including doesnot limit the preceding words or terms.

[Signatures Appear on the Following Page]


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IN WITNESS WHEREOF, the Company has executed this Operating Agreement as of the

Effective Date.

COMPANY

OPPORTUNITY HUB LLC

Name: Rodney Sampson

Title: Manager

OPERATING AGREEMENT OF

OPPORTUNITY HUB LLCCOMPANY S IGNATURE PAGE


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IN WITNESS WHEREOF, the undersigned Class A Member has executed this Operating

Agreement as of the Effective Date.

By its execution and delivery of this Operating Agreement, the undersigned Class A

Member acknowledges and agrees that it has received a complete copy of the Operating

Agreement and has had a full and fair opportunity to read such Operating Agreement and to

seek independent legal, accounting and tax advice with respect to the matters described herein.

The Class A Member further acknowledges and agrees that it has had a full and fair

opportunity to ask any questions about the Company of the Managers, and that the Managers

have supplied all answers to such questions and additional documentation to the extent

requested.

Individual:

(SEAL)

Name:

Address:

Entity:

(SEAL)

Name:

Title:

Business Address:


OPPORTUNITY HUB LLCCLASS A MEMBERS S IGNATURE PAGE


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IN WITNESS WHEREOF, the undersigned Class B Member has executed this Operating


By its execution and delivery of this Operating Agreement, the undersigned Class B




The Class B Member further acknowledges and agrees that it has had a full and fair



requested.

Individual:

(SEAL)

Name:

Address:

Entity:

(SEAL)

Name:

Title:

Business Address:


OPPORTUNITY HUB LLCCLASS B MEMBER S IGNATURE PAGE


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IN WITNESS WHEREOF, the undersigned Class C Member has executed this Operating


By its execution and delivery of this Operating Agreement, the undersigned Class C




The Class C Member further acknowledges and agrees that it has had a full and fair



requested.

Individual:

(SEAL)

Name:

Address:

Entity:

(SEAL)

Name:

Title:

Business Address:


OPPORTUNITY HUB LLCCLASS C MEMBER S IGNATURE PAGE


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APPENDIX

to

OPERATING AGREEMENT

of


ITEM I.

TAX MATTERS GENERALLY

This Appendix is attached to and is a part of the Operating Agreement (the Agreement) ofOpportunity Hub, LLC (the Company). The provisions of this Appendix are intended to comply withthe requirements of Treas. Reg. 1.704-1(b)(2) and Treas. Reg. 1.704-2 with respect to partnership

allocations and maintenance of capital accounts as such Regulations are applicable to a limited liability

company characterized as a partnership under the Code and Treasury Regulations, and shall be interpreted

and applied accordingly. For the purpose of the application of the Code and the Treasury Regulations, andthe concepts defined therein, to the provisions of this Appendix (as incorporated into the Agreement), theterm Company shall have the equivalent meaning to the term Partnership as used in the Code and the

Treasury Regulations, and the term Member shall have the equivalent meaning to the term Partner asused in the Code and the Treasury Regulations. It is the intention of the Members that the Company be

characterized as a partnership and that each Member be treated as a partner for purposes of incometaxation.

ITEM II.

DEFINITIONS

Capitalized words and phrases used in this Agreement and in this Appendix shall have thefollowing meanings:

Adjusted Capital Account Deficit means, with respect to any Member, the deficit balance, if

any, in such Members Capital Account as of the end of the relevant Fiscal Year, after giving effect to the

following adjustments:

(i) Credit to such Capital Account any amounts which such Member is obligated to restore

pursuant to any provision of this Agreement or is deemed to be obligated to restore pursuant to the

penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit to such Capital Account items described in Sections 1.704-1(b)(2)(ii)(d)(4),

1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the

provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistentlytherewith.

Capital Account means the Capital Account maintained for any Member in accordance with

the following provisions:


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(i) To each Members Capital Account there shall be credited such Members Capital

Contributions, such Members distributive share of Profit, and the amount of any Company liabilitiesassumed by such Member or which are secured by any property distributed to such Member.

(ii) To each Members Capital Account there shall be debited the amount of cash and the

Gross Asset Value of any property distributed to such Member pursuant to any provision of this

Agreement, such Members distributive share of Loss and the amount of any liabilities of such Memberassumed by the Company or which are secured by any property contributed by such Member to theCompany.

(iii) In determining the amount of any liability for purposes of paragraphs (i) and (ii) of this

definition, there shall be taken into account Code Section 752(c) and any other applicable provisions ofthe Code and Regulations.

(iv) In the event any Membership Interest is Transferred in accordance with the terms of this

Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates tothe transferred interest.

(v) The foregoing provisions and the other provisions of this Agreement relating to themaintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shallbe interpreted and applied in a manner consistent with such Regulations. In the event the Managers shall

determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or creditsthereto, are computed in order to comply with such Regulations, the Managers may make such

modification, provided that it is not likely to have a material effect on the amounts distributable to anyMember pursuant to Article 11 of the Agreement upon the dissolution of the Company. The Managers

shall adjust the amounts debited or credited to the Capital Accounts with respect to (i) any propertycontributed to the Company or distributed to a Member, and (ii) any liabilities which are assumed by the

Company or a Member, in the event the Managers determine such adjustments are necessary or

appropriate pursuant to Regulations Section 1.704-1(b)(2)(iv). The Managers also shall make anyappropriate modifications in the event unanticipated events might otherwise cause this Agreement not to

comply with Regulations Section 1.704-1(b).

Capital Contribution means, with respect to any Member, the amount of money and the initialGross Asset Value of any property (other than money) contributed to the Company by such Member.

Cash Flow, for any Fiscal Year or other applicable period of the Company, shall mean all cashreceived in such period by the Company plus any cash that becomes available from reserves, after

deducting therefrom the following items for such period:

(i) all cash operating expenses of the Company;

(ii) all capital expenditures by the Company;

(iii) payments of principal and interest currently due and payable on indebtedness of the

Company (excluding loans from Members);

(iv) payment of any principal and interest currently due on loans from Members; and

(v) an amount which the Managers determine to be a reasonable reserve for working capitalneeds or for the payment of anticipated costs and expenses of the Company.


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Code means the Internal Revenue Code of 1986, as amended, from time to time.

Company Minimum Gain has the meaning set forth in Regulations Sections 1.704-2(b)(2)and 1.704-2(d).

Depreciation means, for each taxable year or other period, an amount equal to the

depreciation, amortization or other cost recovery deduction allowable with respect to an asset for suchyear or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis forfederal income tax purposes at the beginning of such year or other period, Depreciation shall be anamount which bears the same ratio to such beginning Gross Asset Value as the federal income tax

depreciation, amortization or other cost recovery deduction for such year or other period bears to such

beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposesof an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference

to such beginning Gross Asset Value using any reasonable method selected by the Managers.

Fiscal Year means (i) the period commencing on the Effective Date and ending on December31, (ii) any subsequent twelve (12) month period commencing on January 1 and ending on December 31,

or (iii) any portion of the period described in clause (ii) for which the Company is required to allocate

Profits, Losses, and other items of Company income, gain, loss, or deduction pursuant to the Agreementand this Appendix.

Gross Asset Value means, with respect to any asset, the assets adjusted basis for federalincome tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Member to the Company shall

be the gross fair market value of such asset, as determined by the contributing Member and the Managers;provided that, if a Manager is the contributing Member, the determination of the fair market value of the

contributed asset shall require Majority Member Consent.

(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective

gross fair market values, as determined by the Managers, as of the following times: (a) the acquisition of aMembership Interest or an additional interest in the Company by any new or existing Member in

exchange for more than a de minimis Capital Contribution; (b) the distribution by the Company to aMember of more than a de minimis amount of Company property or money as consideration for an

interest in the Company; (c) the liquidation of the Company within the meaning of Regulations Section1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall bemade only if the Managers reasonably determine that such adjustments are necessary or appropriate to

reflect the relative economic interests of the Members in the Company.

(iii) The Gross Asset Value of any Company asset distributed to any Member shall beadjusted to equal the gross fair market value of such asset on the date of distribution as determined by the

distributee and the Managers; provided that, if a Manager is the distributee Member, the determination of

the fair market value of the contributed asset shall require Majority Member Consent.

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflectany adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section743(b), but only to the extent that such adjustments are taken into account in determining Capital

Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and subparagraph (v) of the definition of

Profit and Loss and Item III(A)(7) hereof; provided, however, that Gross Asset Values shall not beadjusted pursuant to this subparagraph (iv) to the extent the Managers determine that an adjustment


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pursuant to subparagraph (ii) of this definition is necessary or appropriate in connection with a transaction

that would otherwise result in an adjustment pursuant to this subparagraph (iv).

(v) If the Gross Asset Value of an asset has been determined or adjusted pursuant to thisdefinition, such Gross Asset Value shall thereafter be adjusted by any Depreciation taken into account

with respect to such asset for purposes of computing Profit and Loss.

Member Nonrecourse Debt has the meaning set forth in Section 1.704-2(b)(4) of theRegulations.

Member Nonrecourse Debt Minimum Gain means an amount, with respect to each Member

Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Member NonrecourseDebt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the

Regulations.

Member Nonrecourse Deductions has the meaning set forth in Sections 1.704-2(i)(1) and1.704-2(i)(2) of the Regulations.

Nonrecourse Deductions has the meaning set forth in Section 1.704-2(b)(1) of theRegulations.

Nonrecourse Liability has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

Profit and Loss means, for each Fiscal Year or other period, an amount equal to theCompanys taxable income or loss for such year or period, determined in accordance with Code Section

703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separatelypursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following

adjustments:

(i) Any income of the Company that is exempt from federal income tax and not otherwise

taken into account in computing Profit or Loss pursuant to this definition shall be added to such taxableincome or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as

Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.704(b)(2)(iv)(i), and nototherwise taken into account in computing Profit or Loss pursuant to this definition shall be subtractedfrom such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to thedefinition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or lossfrom the disposition of such asset for purposes of computing Profit and Loss;

(iv) Gain or loss resulting from any disposition of Company property, and Depreciation withrespect to such property (in lieu of any depreciation, amortization or other cost recovery deductions taken

into account in computing such taxable income or loss) shall be computed with reference to the GrossAsset Value of such property notwithstanding that such Gross Asset Value differs from the adjusted taxbasis of such property;

(v) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to

Code Section 734(b) or Code Section 743(b) is required pursuant to Regulations Section1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a


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distribution other than in liquidation of a Members interest in the Company, the amount of such

adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (ifthe adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into

account for purposes of computing Profit or Loss; and

(vi) Notwithstanding any other provision of this definition, any items which are specially

allocated pursuant to Items III(A) and III(B) of this Appendix shall not be taken into account incomputing Profit or Loss. The amounts of the items of Company income, gain, loss or deduction availableto be specially allocated pursuant to Items III(A) and III(B) of this Appendix shall be determined byapplying rules analogous to those set forth in subparagraphs (i) through (v) above.

Regulations means the Treasury Regulations promulgated under the Code, as such Regulationsmay be amended from time to time (including corresponding provisions of succeeding Regulations).

ITEM III.

SPECIAL AND TAX ALLOCATIONS

A. Special Allocations. The following special allocations shall be made in the following

order:

1. Minimum Gain Chargeback. Except as otherwise provided in Section

1.704-2(f) of the Regulations, notwithstanding any other provision of Article 4 of the Agreement,if there is a net decrease in Company Minimum Gain during any Company Fiscal Year, each

Member shall be specially allocated items of Company income and gain for such Fiscal Year(and, if necessary, subsequent Fiscal Years) in an amount equal to such Members share of the net

decrease in Company Minimum Gain, determined in accordance with Regulations Section1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the

respective amounts required to be allocated to each Member pursuant thereto. The items to be so

allocated shall be determined in accordance with Sections 1.704-2(f)(6) and 1.704-2(j)(2) of theRegulations. This Item III(A)(1) is intended to comply with the minimum gain chargeback

requirement in Section 1.704-1(f) of the Regulations and shall be interpreted consistentlytherewith.

2. Member Nonrecourse Debt Minimum Gain Chargeback. Except as otherwise

provided in Section 1.704-1(i)(4) of the Regulations, notwithstanding any other provision ofArticle 4 of the Agreement and this Item III, if there is a net decrease in Member NonrecourseDebt Minimum Gain attributable to a Member Nonrecourse Debt during any Company Fiscal

Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain

attributable to such Member Nonrecourse Debt, determined in accordance with Section1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gainfor such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such

Members share of the net decrease in Member Nonrecourse Debt Minimum Gain attributable to

such Member Nonrecourse Debt, determined in accordance with Regulations Section1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the

respective amounts required to be allocated to each Member pursuant thereto. The items to be soallocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of theRegulations. This Item III(A)(2) is intended to comply with the minimum gain chargeback

requirement in Section 1.704-2(i)(4) of the Regulations and shall be interpreted consistently

therewith.


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3. Qualified Income Offset. In the event any Member unexpectedly receives any

adjustments, allocations, or distributions described in Section 1.704-1(b)(2)(ii)(d)(4), Section1.704-1(b)(2)(ii)(d)(5), or Section 1.704-1(b)(2)(ii)(d)(6) of the Regulations, item of Company

income and gain shall be specially allocated to such Member in an amount and manner sufficientto eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of

such Member as quickly as possible, provided that an allocation pursuant to this Item III(A)(3)

shall be made only if and to the extent that such Member would have an Adjusted CapitalAccount Deficit after all other allocations provided for in Article 4 of the Agreement and thisItem III(A) have been tentatively made as if this Item III(A)(3) were not in the Agreement.

4. Gross Income Allocation. In the event any Member has a deficit Capital

Account at the end of any Company Fiscal Year which is in excess of the sum of (i) the amountsuch Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the

amount such Member is deemed to be obligated to restore pursuant to the penultimate sentencesof Regulation Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Member shall be specially

allocated items of Company income and gain in the amount of such excess as quickly as possible,provided that an allocation pursuant to Item III(A)(4) shall be made only if and to the extent that

such Member would have a deficit Capital Account in excess of such sum after all other

allocations provided for in Article 4 of the Agreement and this Item III have been made as if ItemIII(A)(3) hereof and this Item III(A)(4) were not in the Agreement.

5. Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall bespecially allocated among the Members in proportion to their Membership Interests.

6. Member Nonrecourse Deductions. Any Member Nonrecourse Deductions for

any Fiscal Year shall be specially allocated to the Member who bears the economic risk of losswith respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions

are attributable in accordance with Regulations Section 1.704-2(i)(1).

7. Code Section 754 Adjustment. To the extent an adjustment to the adjusted tax

basis of any Company asset pursuant to Code Section 734(b) or Code Section 743(b) is required,pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or Regulations Section

1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result ofa distribution to a Member in complete liquidation of his or her interest in the Company, the

amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if theadjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) andsuch gain or loss shall be specially allocated to the Members in accordance with their interests in

the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Members

to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4)applies.

B. Curative Allocations. The allocations set forth in Item III(A) hereof (the Regulatory

Allocations) are intended to comply with certain requirements of the Regulations. It is the intent of theMembers that, to the extent possible, all Regulatory Allocations shall be offset either with other

Regulatory Allocations or with special allocations of other items of Company income, gain, loss, ordeduction pursuant to this Item III(B). Therefore, notwithstanding any other provision of Article 4 of theAgreement and this Item III (other than the Regulatory Allocations), the Managers shall make such

offsetting special allocations of Company income, gain, loss or deduction in whatever manner they

determine appropriate so that, after such offsetting allocations are made, each Members Capital Accountbalance is, to the extent possible, equal to the Capital Account balance such Member would have had if


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the Regulatory Allocations were not part of the Agreement and all Company items were allocated

pursuant to Sections 4.2 and 4.3 of the Agreement. In exercising its discretion under this Item III(B), theManagers shall take into account future Regulatory Allocations under Items III(A)(1) and III(A)(2) that,

although not yet made, are likely to offset other Regulatory Allocations previously made under ItemsIII(A)(5) and III(A)(6).

C. Other Allocation Rules.

1. The Members are aware of the income tax consequences of the allocations madeby Article 4 of the Agreement and this Item III and hereby agree to be bound by the provisions of

Article 4 of the Agreement and this Item III in reporting their shares of Company income and loss

for income tax purposes.

2. For purposes of determining the Profits, Losses, or any other items allocable toany period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or

other basis, as determined by the Managers using any permissible method under Code Section706 and the Regulations thereunder.

3. Solely for purposes of determining a Members proportionate share of theexcess nonrecourse liabilities of the Company, within the meaning of Regulations Section1.752-3(a)(3), the Members interests in Company profits are in proportion to their Membership

Interests.

4. To the extent permitted by Section 1.704-2(h)(3) of the Regulations, theManagers shall endeavor not to treat distributions of Cash Flow as having been made from the

proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt.

D. Tax Allocations: Code Section 704(c).

1. In accordance with Code Section 704(c) and the Regulations thereunder, income,

gain, loss, and deduction with respect to any property contributed to the capital of the Companyshall, solely for tax purposes, be allocated among the Members so as to take account of any

variation between the adjusted basis of such property to the Company for federal income taxpurposes and its initial Gross Asset Value.

2. In the event the Gross Asset Value of any Company asset is adjusted, subsequentallocations of income, gain, loss, and deduction with respect to such asset shall take account of

any variation between the adjusted basis of such asset for federal income tax purposes and its

Gross Asset Value in the same manner as under Code Section 704(c) and the Regulationsthereunder.

3. Any elections or other decisions relating to such allocations shall be made by the

Managers in any manner that reasonably reflects the purpose and intention of this Agreement.Allocations pursuant to this Item III(D) are solely for purposes of federal, state, and local taxes

and shall not affect, or in any way be taken into account in computing, any Members CapitalAccount or share of Profits, Losses, other items, or distributions pursuant to any provisions of thisAgreement.

[END OF APPENDIX]


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EXHIBIT A

SCHEDULE OF MEMBERSUpdated May 22, 2014

Class A Members

Name Class A Units Membership Percentage

1.Legacy Opportunity Funds,

LLC

22,100 85.0%

2.Earl Coleman, Jr. 1,300 5.0%

3. Brandon Rickman 1,300 5.0%

4. Bradley Kirkland 1,300 5.0%

Class B Members

Name Class B Units Membership Percentage

1.

Class C Members

Name Class C Units Membership Percentage

1.

Documents

2014-5-29 OHub - Operating Agreement Final