Opportunity Hub - IGE Offering Circular Final - 2014-5-29

8/12/2019 Opportunity Hub - IGE Offering Circular Final - 2014-5-29

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Opportunity Hub, LLC

A Georgia Limited Liability Company

Offering Circular

Up to $600,000.00

6,000 Class C Units (Class C Units)

at a purchase price of $100.00 per Class C Unit

Opportunity Hub, LLC, a Georgia limited liability company (hereinafter referred to as theCompany or we), is offering (this Offering), by means of an intrastate only Georgia crowdfunding

transaction, and pursuant to this Offering Circular (this Offering Circular), to residents of the State of

Georgia only, up to six thousand (6,000) of its Class C Units (its Crowdfund Class), at an offeringprice of one hundred dollars ($100) per Class C Unit, for a total offering of six hundred thousand dollars

($600,000). If the Company receives subscriptions for a minimum of five hundred (500) Class C Units, orfifty thousand dollars ($50,000), it can close the Offering and break escrow on the proceeds of the

Offering at any point thereafter.

Persons wishing to subscribe for Class C Units in this Offering do not have to qualify as

accredited investors as that term is defined in Rule 501 of the Securities and Exchange CommissionsRegulation D (17 C.F.R. 230.501). However, all purchasers in this Offering are limited to the followingpurchase caps: (i) if either the annual income or the net worth of the investor is less than $100,000,

then the investor is limited to the greater of $2,000 or 5% of his or her annual income or net worth as amaximum investment amount; and (ii) if the annual income or net worth of the investor is $100,000 or

more, the investor is limited to 10% of his or her annual income or net worth, to a maximum totalinvestment of $100,000.

The securities offered hereby have not been registered for sale to the public under the Securities

Act of 1933, as amended (the Securities Act), the Georgia Uniform Securities Act of 2008, as amended

(the Georgia Act), or any other securities laws, and are being offered and sold in reliance onexemptions from the registration requirements of such laws. Consequently, the securities may not be

offered, sold or otherwise transferred or delivered by any investor except pursuant to an effectiveregistration statement under the Securities Act or, in the opinion of counsel satisfactory to the Company,

pursuant to an exemption from the registration requirements of the Securities Act and in accordance withapplicable state or other securities laws. The securities offered hereby are subject to certain limitations on

re-sales contained in Rule 147 under the Securities Act (17 C.F.R. 230.147) and certain terms of theCompanys Operating Agreement.

These securities have not been approved or disapproved by the Securities and Exchange

Commission (the SEC), the Secretary of State of the State of Georgia, or any state securitiescommission nor has the SEC or any state securities commission passed upon the accuracy or adequacy ofthis Offering Circular. Any representation to the contrary is a criminal offense.

THESE SECURITIES ARE SPECULATIVE AND AN INVESTMENT IN THE UNITS INVOLVES AHIGH DEGREE OF RISK. SEE RISK FACTORS. THIS OFFERING IS OPEN TO LEGAL

RESIDENTS OF THE STATE OF GEORGIA ONLY. NO OFFERS TO RESIDENTS OF OTHERJURISDICTIONS ARE MADE HEREBY AND NONE ARE AUTHORIZED. SALES OF SECURITIESPURSUANT TO THIS OFFER SHALL BE MADE TO LEGAL RESIDENTS OF THE STATE OF

GEORGIA ONLY.

The date of this Offering Circular is May 22, 2014

NOTICES TO PROSPECTIVE INVESTORS


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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE RISK FACTORS.

THIS OFFERING IS NOT REGISTERED UNDER THE SECURITIES ACT OR THE GEORGIA ACT,AND ANY SUBSEQUENT SALE BY AN INVESTOR MUST COMPLY WITH APPLICABLE

FEDERAL AND STATE SECURITIES LAWS. THERE IS NO TRADING MARKET FOR THE

COMPANYS SECURITIES, INCLUDING THE CLASS C UNITS OFFERED HEREBY, ANDTHERE CAN BE NO ASSURANCE THAT SUCH A MARKET WILL DEVELOP IN THE FUTURE.EACH INVESTOR MUST REPRESENT TO THE COMPANY THAT THE CLASS C UNITS AREBEING PURCHASED FOR INVESTMENT ONLY AND NOT WITH A VIEW TO THE RESALE,

DISTRIBUTION OR TRANSFER THEREOF. AN INVESTOR MAY HAVE TO CONTINUE TO

BEAR THE ECONOMIC RISK OF HIS OR HER INVESTMENT IN THE CLASS C UNITS FOR ANINDEFINITE PERIOD, UNLESS A MARKET FOR THE CLASS C UNITS IS ESTABLISHED, AS TO

WHICH THERE CAN BE NO ASSURANCE. SEE DESCRIPTION OF CAPITAL STOCK, TERMSOF THE OFFERING, AND RISK FACTORS.

THIS OFFERING CIRCULAR IS SUBMITTED TO PROSPECTIVE INVESTORS IN CONNECTION

WITH AN OFFERING UNDER SEC RULE 147 AND THE INVEST GEORGIA EXEMPTION FORUSE SOLELY IN CONNECTION WITH THE OFFER AND SALE OF THE CLASS C UNITS. THEDISCLOSURE OF ANY OF THE INFORMATION CONTAINED HEREIN OR SUPPLIED IN

CONNECTION HEREWITH OR THE USE THEREOF FOR ANY OTHER PURPOSE, EXCEPTWITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. THIS OFFERING

CIRCULAR MAY NOT BE REPRODUCED, IN WHOLE OR IN PART, AND IT IS ACCEPTEDWITH THE UNDERSTANDING THAT IT WILL BE RETURNED ON REQUEST IF THE

RECIPIENT DOES NOT PURCHASE THE SECURITIES OFFERED HEREBY.

THIS OFFERING IS SUBJECT TO WITHDRAWAL, CANCELLATION, OR MODIFICATION BYTHE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE

DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR THE CLASS CUNITS FOR ANY REASON, OR NO REASON, OR TO ALLOT TO ANY SUBSCRIBER LESS

THAN THE AMOUNT OF THE CLASS C UNITS SUBSCRIBED FOR. THE OFFICERS ANDDIRECTORS OF THE COMPANY AND THEIR AFFILIATES MAY PURCHASE UNITS

PURSUANT TO THIS OFFERING.

THE OFFERING PRICE OF THE CLASS C UNITS HAS BEEN DETERMINED BY THE COMPANY

AND DOES NOT NECESSARILY BEAR ANY RELATIONSHIP TO THE ASSETS, BOOK VALUEOR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OFVALUE. SEE DESCRIPTION OF CAPITAL STOCK, TERMS OF THE OFFERING, AND RISK

FACTORS. EACH OFFEREE MAY, IF HE, SHE OR IT SO DESIRES, MAKE INQUIRIES OF

APPROPRIATE MEMBERS OF MANAGEMENT OF THE COMPANY WITH RESPECT TO THECOMPANYS BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN

ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE NECESSARY INORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THISOFFERING CIRCULAR (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH

INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). IN

CONNECTION WITH ANY SUCH INQUIRY, ANY DOCUMENT WHICH ANY OFFEREE WISHESTO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED,UPON REQUEST, SUBJECT TO THE OFFEREES AGREEMENT TO MAINTAIN SUCH


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INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY UPON

REQUEST. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION ORDOCUMENTS SHOULD BE MADE TO THE COMPANY AT THE ADDRESS SET FORTH IN THE

SECTION TITLED ADDITIONAL INFORMATION.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR INCONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCHINFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN

AUTHORIZED BY THE COMPANY.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THESOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES

OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OFAN OFFER TO BUY SUCH SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH

OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH

OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO.

PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS OFFERINGCIRCULAR AS LEGAL, FINANCIAL OR TAX ADVICE. PROSPECTIVE INVESTORS SHOULD,

THEREFORE, CONSULT THEIR OWN ADVISORS AS TO LEGAL, FINANCIAL, TAX ANDRELATED MATTERS CONCERNING AN INVESTMENT BY SUCH PROSPECTIVE INVESTORS

IN THE COMPANY.

THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY THECOMPANY TO BE RELIABLE. NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF

SUCH INFORMATION OR THAT CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATESUCH INFORMATION WAS SUPPLIED. THIS OFFERING CIRCULAR CONTAINS SUMMARIES

OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO THE PURCHASE OF THE CLASS CUNITS, AS WELL AS SUMMARIES OF VARIOUS PROVISIONS OF RELEVANT STATUTES

AND REGULATIONS. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE AND AREQUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINALDOCUMENTS, STATUTES AND REGULATIONS, WHICH ARE AVAILABLE UPON REQUEST.

SEE ADDITIONAL INFORMATION.


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SUMMARY

This section summarizes selected information contained in greater detail elsewhere in this

Offering Circular. This summary does not contain all of the information that should be considered by

prospective investors. You should carefully read this entire Offering Circular and, in particular, the

section entitled Risk Factors, before making any investment decision.

This Offering Circular, which includes the cover page and other appendices hereto, is furnishedby Opportunity Hub, LLC (the Company, we or us) to provide information regarding its businessactivities, the terms of the securities offered hereby (the Class C Units), a description of certain risks

associated with an investment in the Class C Units (which risks include, without limitation, the possible

loss by an investor of his or her entire investment and certain other matters pertaining to the foregoing).Investors should not construe the contents of this Offering Circular or any prior or subsequent

communications from or with the Company, or any professional associated with the Company, as legal,investment or professional tax advice. Investors should consult with their own counsel, accountant or

business adviser, respectively, as to legal, tax, investment and other matters concerning the purchase ofthe Class C Units.

Type of Security Offered The Company is offering for sale to investors its Class C Unitsof membership interest in the Company in this crowdfundingtransaction.

Minimum-Maximum

Amount Being Offered.. The Company is offering up to a maximum of 6,000 Class CUnits for sale, but the Offering may be closed any time after the

Company receives subscriptions for a minimum of 500 Class CUnits.

Purchase Price $100.00 per Class C Unit.

Minimum Investment A limited number of subscriptions (Early BirdSubscriptions) for a minimum investment of $100.00 (one (1)

Class C Unit) will be available from May 22, 2014 throughAugust 15, 2014 (the Early Bird Deadline). These Early Bird

Subscriptions will be available for the first 100 subscribersduring this time period, but will be unavailable beyond the first100 subscribers or after the Early-Bird Deadline, unless the

Company, in its sole discretion, accepts further Early Bird

Subscriptions.

After the Early Bird Deadline, further subscriptions will be

accepted until the Expiration Date (see below) or until the

Offering is earlier terminated, for a minimum of $1,000 (ten (10)Class C Units) only, unless this minimum requirement is waived

by the Company, in its sole discretion. These subscriptions willbe considered Regular Subscriptions.

Purchaser Eligibility.. Purchasers for investment in the Companys Class C Units in

this Offering must be 18 years or older, and must be legalresidents of the State of Georgia.


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Purchase Caps All purchasers in this Offering are limited to the following

purchase caps: (i) if either the annual income or the net worth ofthe investor is less than $100,000, then the investor is limited to

the greater of $2,000 or 5% of his or her annual income or networth as a maximum investment amount; and (ii) if the annual

income or net worth of the investor is $100,000 or more, the

investor is limited to 10% of his or her annual income or networth, to a maximum total investment of $100,000.

Use of Proceeds.. Capacity expansion, accelerator fund seed capital, fulfillment of

rewards associated with the campaign, sales and development,

and general working capital. See USE OF PROCEEDS.Certain of the proceeds of this Offering used to fulfill rewards

associated with the campaign may implicate an interest of arelated party of the Company. See INTERESTS OF RELATED

PARTIES.

Expiration Date.. Subscriptions must be received no later than November 17, 2014

(the Expiration Date), unless the Company, in its solediscretion determines to extend this Offering up to an additional90 days from the Expiration Date.

Escrow; Closings.... All subscription amounts received will be held in escrow until

the minimum subscription amount ($50,000) has been receivedinto escrow. Once the minimum subscription amount has been

received, the Company may break escrow on the proceeds of thisOffering at any time thereafter (up to the Expiration Date).

Thereafter, the Company may hold the Offering open to furthersubscriptions, and may close on further subscriptions, from time

to time, at the Companys discretion, up to the maximumOffering amount or the Expiration Date. SEE TERMS OF THE

OFFERING.

Capitalization. The Companys capital structure before this offering consists of26,000 Class A Units, -0- Class B Units and -0- Class C Units.The Company does not have any outstanding indebtedness as of

the date of this Offering Circular. See DESCRIPTION OF

CAPITAL STOCK.

Voting Rights. The holders of Class C Units will be entitled to that number of

votes equal to the number of Class C Units held and voting

together with all other Class C Units of the Company. TheCompanys Operating Agreement provides that the Class C Unit

holders are not entitled to vote on all matters of the Company,and are not entitled to appoint the Managers of the Company.See DESCRIPTION OF CAPITAL STOCK. The Operating

Agreement further states that the number of authorized Class C

Units of the Company may be increased or decreased.


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Observer Rights. The Class C Units, are entitled, together as a class, to appoint

one observer (the Class C Observer) to the Board ofManagers, which observer will be entitled to notice of and all

materials distributed at, meetings of the Board of Managers, butwill not be entitled to vote on any matters considered at such

meetings.

Immediately following the completion of this Offering, theinitial Class C Observer will be Ron Tealer. The Class CObserver will be elected by the Class C Unit holders annually

thereafter. See DESCRIPTION OF CAPITAL STOCK.

Dividend Preference.. The Class C Units hold a dividend preference over the holders of

Class A Units of the Companys membership interest wherebyholders of Class C Units will receive any dividends declared by

the Company, pro rata, up to their original investment amount,before holders of any other class of the Companys membership

interest receive any dividends.

The Company has not paid any dividends to date, and will onlypay dividends in the future, at the sole discretion of the

Managers. See DESCRIPTION OF CAPITAL STOCK.

Liquidation Preference. The Class C Units hold a liquidation preference over the rightsof the holders of Class A Units of the Companys membership

interest. See DESCRIPTION OF CAPITAL STOCK.

Optional Redemption of

Class C Units by Company. The Class C Units may be redeemed by the Company, at itsoption, at a price per Class C Unit equal to the higher of (i)

105% of the original purchase price, or (ii) fair market value atany time on or after (x) twenty four (24) months following the

last sale of a Class C Unit in this Offering; or (y) completion bythe Company of a Qualified Financing.

Qualified Financing means a transaction, or a series of relatedtransactions, pursuant to which the Company raises a minimum

of at least $1,000,000 in gross proceeds through the sale of its

Membership Interest or other equity securities.

Fair market value of the Class C Units may be determined by the

Company, in its sole discretion, in good faith, by use of any

commercially reasonable means.

The redemption of the Class C Units is optional only to theCompany, and the Company may choose not to exercise suchoption at any time in the future. See DESCRIPTION OF

CAPITAL STOCK.


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Subscription Agreement.. The sale of Class C Units will be made pursuant to a subscription

agreement, which agreement will contain, among other things,appropriate representations and warranties of the Company and

each investor and appropriate conditions to closing which willinclude, among other things, verification of eligibility of the

investor. See SUBSCRIPTION PROCEDURES.

Acceptance of Operating

Agreement.. Concurrent with the issuance of the Class C Units, each investorshall agree to be bound by the terms of the Companys Operating

Agreement.

Transfer Restrictions.. The Class C Units are subject to significant restrictions on

transfer by virtue of their classification as intrastate offeredsecurities, by virtue of the provisions of SEC Rule 147, and by

the terms of the Companys Operating Agreement. See TERMSOF THE OFFERING.

Risk Factors Investment in the Class C Units involves a high degree of riskand should not be purchased by anyone who cannot afford theloss of his or her entire investment. Prior to purchasing the Class

C Units, each prospective investor is urged to consult with his orher legal, financial and/or other professional advisors, and should

carefully review and consider the factors set forth in the sectionof this Offering Circular entitled RISK FACTORS.


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RISK FACTORS

You should carefully read and consider the risks described below before making your investment

decision. The risks described below are not the only risks we face. If any of the events described in these

risk factors, elsewhere in this Offering Circular or the documents described herein should occur, or

additional risks not presently known to us should occur, or risks not currently considered by us to be

material should occur, our business, financial condition or results of operation could be harmed and youcould lose all or part of your investment. An investment in the Class C Units involves a high degree of

risk and should not be undertaken by any person who cannot afford a loss of his or her entire investment.

We have a very limited operating history.

We are an early development stage company, and have been in the limited operations stage since

we were founded in August 2013. During this time we have conducted only initial business operationssuch as the initial development of our business model, space leasing, hosting events community

development and sales activities related to obtaining tenants at the Companys coworking facility. Toprovide cash for operations and consideration for services rendered, the Company has been dependent on

limited seed capital from its founders: Rodney Sampson, Earl Coleman, Jr., Brandon Rickman and

Bradley Kirkland (together, the Founders). It is therefore difficult to assess the Companys futureoperating results. The likelihood of our success must be considered in light of the problems, delays, risks,expenses and difficulties encountered by businesses in their initial stages of operations, many of which

may be beyond our ability to control.

If the market for our services does not develop as we expect, demand for our services may not grow

as we expect.

The Company leases and operates a coworking space in downtown Atlanta, Georgia. The success

of our business depends on reaching consumers of our services including those looking to rent working or

event space or use the professional services we provide.

There is no guarantee that we will successfully reach our target audience, or that we will be ableto sustain and grow our sales. In addition, competitors may offer competing or additional products or

services that crowd our marketplace, suppress our sales efforts and inhibit our ability to reach our targetaudience. Any of the foregoing would have a material adverse effect on our business, operating results

and financial condition. As a result, demand for our services may not continue to develop as weanticipate, or at all.

If we seed our Accelerator Fund, the companies in which we invest such funds may not survive, or

may not return capital to us in a profitable way.

If the Company receives sufficient funds in this offering, we intend to establish an accelerator

(the Accelerator) to ideate and launch start-ups or further develop early stage companies that are

resident at the Companys coworking space. In exchange for the provision of our startup, launch andacceleration services, the Company intends to take an equity position in such companies (the

Accelerator Companies).

The ability of the Company to see a return on this capital, or a return of this capital, will be

dependent upon the commercial success of the Accelerator Companies, and their ability to pay dividends

to the Company or for the Company to realize a return based on an exit from such investments. There can


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be no assurance that the Accelerator Companies will be successful, or that they will be successful enough

to return capital to the Company at a rate which the Company anticipates, if at all. Any failure of theAccelerator Companies to be successful will negatively impact the Companys financial condition and

results of operations.

We compete in highly competitive markets, and competitive pressures from existing and

new companies may harm our business, revenues, growth rates and market share. In addition,many of our current or potential competitors have longer operating histories, greater brand

recognition, larger customer bases and significantly greater resources than we do, and we may lack

sufficient financial or other resources to maintain or improve our competitive position.

The markets in which we compete are intensely competitive, and we expect competition toincrease in the future from established competitors and new market entrants. The markets are influenced

by, among others, the following competitive factors:

Location; Brand awareness and reputation; Price and total cost of products and services; Quality of educational programming; Strength and scale of sales and marketing efforts, professional services and customer support; Product and service features; and Breadth of product and service offerings.

These pressures could materially adversely affect our business, operating results and financialcondition.

The operation of the Company may, in the future, require more capital than the Company will raise in

this Offering and the Company may not be able to obtain such necessary additional capital on terms

which are favorable to it, or at all.

In the future, if the Company requires additional capital to support its business or expand itsoperations, the Company may not be able to raise additional funds through the issuance of additional

Class A Units or Class C Units, debentures or other securities, or through subsequent crowdfundingcampaigns. Even if the Company is able to obtain capital through the issuance of additional securities, the

sale of these additional securities could significantly dilute the ownership interests of the Companys thenexisting membership interest holders.

Although the Company does not currently have any plans to issue additional securities, it

anticipates that it may be required to raise more capital in 2015. Investors in the Class C Units in thisoffering must be aware that the Company will likely raise capital through the additional sale of either orboth of Class A Units or Class C Units, or other equity securities of the Company, which will have an

adverse effect on then existing security holders percentage ownership in the Company.

We do not expect to generate immediate profits and may not generate profits at all.

We will not generate immediate profits from the Companys operations. We believe that theearliest point at which our operations will reach the cash flow breakeven point (if ever) is after

approximately twenty-four (24) months of operations after the closing date of this offering; however, we

can give no assurances as to the accuracy of this belief. We can give no assurances as to whether or when


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the Companys products and services will produce profitability, or as to whether the Company will

generate significant revenues, or any, following completion of this offering. See THE COMPANYAND USE OF PROCEEDS.

We have not paid dividends in the past and do not expect to pay dividends in the future. Any return

on investment may be limited to the value of our Class C Units.

We have never paid cash dividends on our Class A Units, Class B Units or Class C Units and donot anticipate doing so in the foreseeable future. The payment of dividends on our Class C Units willdepend on earnings, financial condition and other business and economic factors affecting us at such time

as our Managers may consider relevant. If we do not pay dividends, our Class C units may be less

valuable because a return on your investment will only occur if the price of such Class C Unitsappreciates.

We may invest or spend the proceeds of this offering in ways with which you may not agree or in

ways which may not yield a return.

The net proceeds from the sale of Class C Units by us in the Offering may be used for capacity

expansion, seeding our accelerator fund, fulfillment of rewards associated with the campaign, sales anddevelopment, and general working capital. Our management will have considerable discretion in theapplication of the net proceeds, and you will not have the opportunity, as part of your investment

decision, to assess whether the proceeds are being used appropriately. The net proceeds to us from thisOffering may be invested with a view towards long-term benefits for our membership interest holders,

and this may not increase our operating results or the value of your investment. Until the net proceeds areused, they may be placed in investments that do not produce significant income or that may lose value.

The Class C Units will be subject to significant transfer restrictions.

The Company intends for this offering to qualify for a registration exemption under Section3(a)(11) of the Securities Act, SEC Rule 147, and certain other exemptions related to the intrastate sale of

securities. Hence, by virtue of the provisions of certain rules relating to intrastate offered securitiespromulgated under the Securities Act, the Class C Units may be required to be held indefinitely, unless

and until registered under the Securities Act and/or applicable state securities laws, or unless anexemption from registration is available.

The restrictions on the transfer of the Class C Units, under both applicable securities laws and theCompanys governing documents, will result in substantial restrictions on liquidity. There is no market

for the Class C Units and no market is expected to develop. Consequently, investors will be unable to

transfer, sell, redeem or liquidate their Class C Units unless they are registered under the Securities Act orqualify for a registration exemption, and such action is otherwise in compliance with the CompanysOperating Agreement. As a result, investors will be unable to liquidate their investments in an emergency,

or for any other reason.

The Company depends heavily on Rodney Sampson and Earl Coleman, Jr. for its operations and

the loss of either would have a material adverse effect on the Company.

The Companys ability to achieve financial success is substantially dependent on the skills,

experience, decisions and actions of the Companys management team. For a description of the

Companys management team, see THE COMPANY Management. The Company is reliant on


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Rodney Sampson and Earl Coleman, Jr., who are two of the Companys Founders, to provide

management services to the Company and the death, disability or departure of either or both would have asubstantial adverse effect on the Company. The Company has no transition plan in the event Rodney

Sampson or Earl Coleman, Jr. dies, is disabled or otherwise departs.

Investors may not be repaid in full, or at all, if we were forced to liquidate or declare bankruptcy.

Potential investors should be aware that there is a significant risk that, if we are liquidated eitheras a result of a bankruptcy, receivership or otherwise, our assets will not likely generate sufficientproceeds to repay the equity holders in full. If we are not able to generate cash flows from our operations,

we may be forced to liquidate some or all of our assets, or to declare bankruptcy. Any of these outcomes

would likely result in the total loss to security holders of their investment in the Company.

Class C Unit holders will have little control over management or operations.

Investors acquiring Class C Units in this Offering will only acquire a minority interest in theCompany and will effectively have no control over the operations of the Company. In addition, the

Operating Agreement of the Company significantly circumscribes the voting rights of Class C Unit

holdersincluding their inability to elect or remove the Managers of the Company.

We are not providing any tax opinions regarding the taxation of the Class C Units.

Neither we nor our counsel will render any tax opinion or advice with respect to this Offering.

Accordingly, each investor should discuss the tax considerations of an investment in the Class C Units asit relates to him or her with his or her own tax advisor. Certain actions of the Company or an investor

could result in negative tax consequences for the investor and investors are urged to consult their counselto discuss such aspects.

* * * * *


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THE COMPANY

Overview

The Opportunity Hub was founded in 2013 and is a Georgia domiciled and Georgia based

Limited Liability Company. The Company was founded by Rodney S. Sampson, Earl Coleman, Jr.,

Brandon Rickman and Bradley Kirkland who were inspired to create an ecosystem where theentrepreneurial community of Atlanta, Georgia initially could be invested, educated, mentored andaccelerated. Our website can be accessed at www.ohub200.com.

Opportunity Hub is a coworking space, knowledge hub and accelerator located at the intersection

of innovation, culture & capital in downtown Atlanta, Georgia. Created with the startup and early stagecompanies in mind, Opportunity Hub is for anyone that is serious about working in an environment of

like-minded entrepreneurs that are committed to learning, practicing and sharing the knowledge, bestpractices and relationships they form while in our ecosystem.

Members can access the nearly ten thousand square feet in coworking space, complimentary wi-

fi, mentor office hours, classes and networking events, starting at $200 per month. Additional amenities

such as dedicated work desks, a prestigious downtown Atlanta mailing address, live answering serviceand unlimited parking can be purchased for additional nominal monthly fees. Private offices are availableas well.

The Companys principal office is located at 200 Peachtree Street NW, Suite 206 Atlanta,

Georgia 30303. Currently, the Company operates from this space based on a Memorandum ofUnderstanding with the property landlord Davidsons Downtown, LLC a/k/a 200 Peachtree. Rodney

Sampson, the Companys Chief Executive Officer, is a minority interest holder in Davidsons Downtown,LLC. Although the Company currently intends to continue operating from this space, the Company may

attempt to locate additional and/or alternative locations to conduct its principal operations.

Coworking

Coworking is a style of work that involves a shared working environment, often a private office

or open workspace, and independent activity. Unlike in a typical office environment, those co-workingare usually not employed by the same organization.

Typically it is attractive to startups, early stage

companies, small businesses, work-at-home professionals, independent contractors, or people who travelfrequently who end up working in relative isolation.

Coworking is also the social gathering of a group of people who are still working independently,

but who share values, and who are interested in the synergy that can happen from working with like-minded talented people in the same space.

Coworking offers a solution to the problem of isolation that many freelancers experience while

working at home, while at the same time letting them escape the distractions of home.

Coworking is not only about the physical space, but also about establishing the coworkingcommunity first. Its benefits can already be experienced outside of its spaces, and it is recommended tostart with building a coworking community first before considering opening a coworking space, and this

is the strategy of the Opportunity Hub.


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Opportunity Hub was launched as the result of a philosophy encapsulated in Rodney Sampsons

book, Kingonomics: Twelve Innovative Currencies For Transforming Your Business & Life, Inspired byDr. Martin Luther King, Jr. The premise of the book is that innovators and entrepreneurs must invest in

an ecosystem in order to withdraw from an ecosystem. The book evolved into a national movement ofinnovators, entrepreneurs, mentors, investors and crowdfunding platforms anchored by Opportunity.Up //

Unleashing Private Equity, an annual large scale conference that attracts over 1,000 entrepreneurs, 500

teens and 100 accredited investors and funding sources in Atlanta, GA and Washington, DC. To sustainthis community in Atlanta, our first coworking space was opened.

Mission Statement

At Opportunity Hub, we embrace the Kingonomics philosophy that you must invest in anecosystem in order to withdraw from that ecosystem. Our credo is Cowork. Collaborate. Coexist.

Coworkat a great location.

Collaborateand crowd source (fund) with like-minded people.Coexist and learn in a community that is intentional about its diversity and inclusion.

Accelerator

An accelerator takes small amounts of equity in externally developed ideas in return for small

amounts of capital, services and mentorship. Accelerator programs are generally truncated into a three to sixmonth program of which the start-ups graduate at the end.

Opportunity Hubs planned accelerator program will focus on consumer products, consumer web

and tech based startups. Startups selected to participate in the accelerator must agree to learn how to code,be coachable, ready to work non-stop and have a scalable business opportunity.

Prior Capital Raises

Between July 2013 and May 2014, Co-Founders Rodney S. Sampson and Earl Coleman, Jr. haveinfused approximately Thirty Thousand Dollars ($30,000.00 US) into the Company as seed capital.


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Market Overview

The number of global coworking facilities has been growing rapidly over the last 5 years,

basically doubling in number each year. (See http://www.smallbizlabs.com/2014/05/coworking-

forecast.html). While we see this growth slowing, we still expect the number of facilities to increase at a

very strong average annual growth rate of about 30% over the next 5 years. As the chart below from the

Global Coworking Unconference Conference (GCUC) shows, this growth results in over 12,000 globalco-working spaces operating in 2018.

The number of co-working members is forecast to grow even faster, as a result of the number ofmembers per co-working space steadily increasing. This is because:

New spaces tend to be much larger than the first generation of coworking spaces. Existing spaces are expanding by adding more space and more members; and Co-working facility operators have learned to optimize their space use and serve more members

per square foot of space.


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As a result of these reasons, and as the chart below indicates, we are forecasting global co-

working membership to grow at about 40% per year over the next 5 years, and pass the 1 million-memberlevel in 2018.

Competitive Landscape

The Company operates in a competitive environment. In 2012, Venture Atlanta reported almost adozen coworking spaces had taken root in Atlanta, Georgia. Today, that number has increased to 15,including five that opened last year. (See http://ventureatlanta.org/2014/02/atlanta-coworking-movement-

takes-root/).

The Company is positioning itself to outperform competitors in the following fashion:

! Our cofounders. Our cofounders have all ideated and launched successful and disruptivestartups, raised capital and navigated the innovation, entrepreneurship and investment

ecosystem. Our leaders also understand that you are only truly qualified to lead to the degreethat you are willing to serve. Coworking is about service, reciprocity and courage.

! Our industry diversification. Creating an ecosystem dedicated to industries that integratetechnology rather than focus solely on technology is Opportunity Hubs aim. Our ecosystemis open to consumer products, consumer web, media, film/TV, supply chain and service based

companies.

! Our cultural diversity and inclusion.As demonstrated by our co-founding team, OpportunityHub is committed to ensuring that our ecosystem is intentional in its diversity and inclusion


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outreach, particularly as it relates to culture and creed. This commitment requires dignity,

transparency and courage from all its ecosystem stakeholders and Opportunity Hub iscommitted to fostering this environment of co-existence and collaboration where its members

believe that we can do more together as an integrated society than apart.

! Our mentors.Opportunity Hub has curated expert mentors in Atlanta and around the world tokeep office hours, conduct classes and host interactive and engaging conversations with ourmembers. Our national platform allows us to reach beyond our cities borders to attract theworlds top innovators, entrepreneurs and investors. Entrepreneurs will not have to build astartup not knowing what they dont know.

! Our local and national partners. Opportunity Hub has created local and national partnershipswith ecosystem service providers, sources of capital, crowdfunding platforms, co-working

and accelerator networks in America, Europe and Africa. Access to this global ecosystemprovides Atlanta based entrepreneurs the opportunity to gain exposure to innovative

initiatives, new best practices and people from all walks of life. It is the basis of a truemeritocracy.

! Our location. Strategically, our first location is positioned in downtown Atlanta in 200Peachtree, the historic Macys building. Assessable by MARTA and The Atlanta Streetcar,Opportunity Hub is very easy to get to. By train, we are less than 20 minutes from Hartsfield

Jackson International airport. More than 10,000 hotel rooms are positioned within a two-block radius with nearly 20,000 people walking by each and every day.

Revenue Model

The Company expects to generate recurring revenue from the following sources:

! Coworking Space Memberships. Shared co-working plans range between $200 and $500 permonth. Certain plans include address/mail, live answering service, private meeting rooms

and parking pass. Access to classes, events and open office hours with mentors are includedon most plans.

! Meeting rooms.Coworkers can rent our conference and meeting rooms from $50 to $75 perhour.

! Private office Leases. Dedicated private offices range between $1,000 and $1,500 permonth.

! Accelerator Investments. An accelerator takes small amounts of equity in externally developedideas in return for small amounts of capital, services and mentorship. We intend to use a portion

of the proceeds of this Offering to invest in companies which meet our accelerator criteria.

! Ancillary Revenue Streams. We host private and catered events from $2,000 - $5,000. Paidsponsorships are $5,000 - $25,000. Service providers pay referral fees or commissions.


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Marketing Plan

The Company will take a disruptive marketing approach to the industry, targeting both consumer

startups, technology and ecosystem based companies to join its co-working environment.

! #1000Founders. Our #1000Founders campaign is our primary marketing campaign. Because ourcrowdfunding campaign is equity and perks based, our investors also become our early adoptersand users. As equity owners and users, our early adopters are further motivated to be ouradvocates and word of mouth marketers.

! Ecosystem partnerships. Opportunity Hub is intentional about forming partnerships withecosystem stakeholders which include but are not limited to other co-working spaces, businessassociations, chambers, non-profits, networking groups, meet-ups and angel groups. Opportunity

has also formed collaborate relationships with media, community and neighborhood partners aswell.

! Social media. We tweet. We post. We engage across the social graph by targeting ecosystemstakeholders in Atlanta and beyond. Intentional search and targeting is used to identify potential

coworkers, mentors and investors. We use social media to show our solidarity throughout thestartup and business ecosystem in Atlanta.

! Public relations. Leveraging the media contacts and partnerships that were created from thesuccessful launch of Kingonomics and the Opportunity Up // Unleashing Private Equity

Conference, Opportunity Hub is afforded the opportunity to connect with editors, writers,columnists and bloggers who are committed to telling our store.

Management Managers

The Company is currently majority controlled by its Founders, and, as of the date of this OfferingCircular, has two (2) employees. The strategic management of the Company is, pursuant to the terms of

the Companys Operating Agreement, vested in the Companys Board of Managers (the Managers).The Company currently has one (1) Manager: Rodney Sampson. Biographical information for Mr.

Sampson is below.

Rodney Sampson (Manager / Chief Executive Officer)

Rodney Sampson is a social innovator, serial entrepreneur, angel investor, published author, and

consecrated bishop. Via his Episcopal affiliations with the Old Holy Catholic Church (International

Bishops Conference) and Kingdom Manifestation, Sampson shapes innovative economic policy andopportunities throughout society and culture. As a serial entrepreneur, Sampson co-founded MulticastMedia Networks (Streamingfaith.com) in 2000 (sold in 2010), a live and on-demand streaming platform

that laid the foundation for companies like YouTube and Ustream. Not stopping there, Sampson co-

founded Intellectual Currency (an integrated marketing and business development firm) in 2002, IntellectInspire (a digital publishing imprint of Audible) in 2006, and Legacy Opportunity Fund in 2007 with

private equity investments in technology, the social graph and the entrepreneurial ecosystem. He alsoserves on the boards of a learning company (a publishing imprint of Pearson Education), a New York-based merchant investment bank, a trucking and logistics company and a community development

corporation (CDC).


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Sampson is passionate about reducing our nations poverty and wealth gap by advancing the

cause of entrepreneurship, investment and Crowdfunding as a way of life for all communities. To advancethis definitive cause, he created the Diversity and Inclusion initiatives at One Three Media, a joint venture

between Mark Burnett Productions and Hearst. One Three executive produces The Voice, Survivor,

Celebrity Apprentice, ABCs Shark Tank, Richard Bransons Space Race, The Bible Series & Son of

God. He is also the Founder of opportunity.UP // unleashing private equity, the nations leading learning

and certification platform learning for minorities and under-served communities to learn, navigate andmaster the entrepreneurial and investment ecosystem. opportunity.UP conferences attract over 1,000entrepreneurs, 500 teenagers and 100 accredited investors and mentors. On the ground, he is the co-founder of the Opportunity Hub, a coworking space, knowledge repository and accelerator located in

downtown Atlanta, Georgia. Opportunity Hub is home to opportunity.VENTURES, a new seed and early

stage fund focused on making investments in technology and consumer goods companies that impactculture.

Sampson is also an advocate and respected expert on the JOBS Act (debt and equity based

crowdfunding) and State of Georgias Invest Georgia Exemption legislation. Always meditating,thinking, networking and connecting to disrupt economic culture, Sampson is innovating what he has

branded as an ecosystem funding platform designed to integrate the capital markets of the African

American owned banks, churches, business associations and historical black colleges and universities.The platform will allow underserved and under-represented communities to learn, engage and invest inthe investment ecosystem by providing access to relevant investment opportunities traditionally reserved

for accredited and institutional investors. The long-term outcome will result in job creation, wealthcreation and a better society for all.

Vetted with intuitive and experiential wisdom, Sampson is regularly called upon to advise and

speak to nations, businesses, universities, and bishops who employ thousands and lead millions ofconstituents and communities around the world. Sampsons published works include Kingonomics:

Twelve Innovative Currencies for Transforming Your Business and Your Life, Inspired by Dr. Martin

Luther King, Jr.; Your Manifest Destiny: 7.5 Words to Transform Your Future; Yes We Will: Solutions for

Realizing Your Personal Power in an Obama Era; and Black Trillions: Introducing Symbiotic

Economics. His audio works includeAny Day Now: Genesis of Divine Manifestation and Your ManifestDestiny: 15 Audio Meditations to Transform Your Future.

Sampson earned a Bachelors degree in psychology from Tulane University in 1995 and a Master

of Business Administration from Keller Graduate School of Management in 2001. He also studied in theDoctorate of Medicine program at the Pennsylvania State University College of Medicine from 1995 to1999. For his dedication and commitment to definitive social causes at such a young age, Sampson

received an honorary Doctorate of Ministry from the I.G.F. Theological Seminary in 1998.

A strong believer in global reinvestment, Sampson has been a friend of Africa. He has workedclosely with the republics of Namibia, Gabon, and Uganda in the areas of trade and development,

business development, leadership development, and public affairs. For his contributions to humanity,

Sampson was awarded the Phoenix Awardthe City of Atlantas highest honorby Mayor ShirleyFranklin in 2004. In direct support of the legacy of Dr. Martin Luther King, Jr., Sampson, his wife, and a

group of influencers in 2007 donated more than $50,000 to the King Papers Project, a capital campaignestablished to ensure that Dr. Kings papers would remain in the city of Atlanta at Morehouse College forgenerations to come.

Sampson and his wife reside in Atlanta, their native home, with their children.


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Management Executive Officers

We also have executive officers of the Company that perform day-to-day operations. In the future

we may need to onboard certain other skills into the executive team, including technology, business andmarketing acumen, although no decisions regarding the future of the management team of the Company

have yet been made.

Biographies for the persons who constitute our executive management team (other than RodneySampson, our Chief Executive Officer (see above)), are as follows:

Earl Coleman, Jr. (Chief Operations Officer)

Earl Coleman is a serial entrepreneur. He currently serves as Co-Founder and Chief OperatingOfficer of Opportunity Hub in Atlanta, Georgia. Opportunity Hub is a coworking space and fundingaccelerator designed for startup and early staged companies.

Earl graduated with a BA in International Business from Maryville College, where he served asClass President and held many other leadership positions. He also studied International Relations at

Universidad Nacional in Heredia, Costa Rica, successfully completing all course work in Spanish.He has received training and worked with national and international organizations such as the United

Way, Upward Bound, the Children Defense Fund, the National Urban League, and, the Organization of

American States.

Earl is an innovative and compassionate leader who has been recognized for his ability to educateyouth and adult professionals on various topics. Earl is an experienced facilitator that has led a plethora of

presentations and workshops. He has done extensive research on issues of entrepreneurship, diversity and

inclusion, and innovation. Earl has a passion for people and believes that the spirit of thoughtful

collaboration can enhance the lives of individuals and can better organizations.

Brandon Rickman (Member, Accelerator Lead)

Brandon Rickman is a serial entrepreneur and angel investor, with a particular interest on

consumer goods. He sold of his two consumer good companies and is now a national account manager at

Frogg Toggs. At Opportunity Hub, he leads our consumer good accelerator and incubator. He earned hisBachelor of Science (BS) degree in Sociology at LaGrange College in 1996. Learn more about Brandonat LinkedIn, www.linkedin.com/pub/brandon-rickman/2/5a2/988

Bradley Kirkland (Member, Mentorship Lead)

Bradley Kirkland is a serial entrepreneur living in Atlanta, Georgia. After too many years of

graduate school, he founded and is the acting CEO of Stone Soup Technology, LLC, a leading customsoftware development agency specializing in web applications, PC software, and mobile applications.

Hes known as a tech geek, a friend to all, a startup coach, an investor, a speaker, and a proud father toEmma Kate and Emelia Klaire. Hes actively investing in several early stage tech startups, with a focuson mobile apps. Beyond Atlanta, he actively mentors and advises startups in Chattanooga, New York, SanFrancisco, and Central and Eastern Europe through Founder Institute, Startup Weekend, Opportunity Hub

and other organizations.


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Executive Compensation

No members of the executive management team have taken any compensation to date and will

not be compensated in connection with this Offering. However, following completion of this Offering, theManagers of the Company, in their sole discretion, may elect to compensate the executive management of

the Company.

Advisors

The Company currently has eight (8) strategic advisors. The Company intends to invite certain

other parties to become strategic advisors to the Company, as the Company grows and its needs change.

The Company intends to incentivize its advisors with equity positions in the Company, although noadvisors currently hold equity positions in the Company.

Descriptions of the current advisors are below.

Vincent Russo (Advisor)

Vincent Russos practice focuses on business and government litigation as well as regulatory andcompliance matters. He is also a leading practitioner in the fields of election law and voting rights,securities law, and public policy. Vincent has handled a number of government investigations and

managed numerous emergency situations impacting his clients.

Vincent most recently served as the General Counsel or Chief Legal Advisor to GeorgiaSecretaries of State Brian Kemp (2010-2013) and Karen Handel (2008-2009), and he oversaw the States

regulation of securities, broker-dealers, agents and investment advisers as the Assistant Commissioner ofSecurities (2011-2013). As the principal legal advisor to the Georgia Secretary of State, Vincent oversaw

litigation and provided legal counsel and legisla-tive expertise on issues involving securities and

corporate law, regulatory compliance, election law and voting issues, open records laws, ethics,profes-sional licensing, and charitable organizations. He also directed numerous investigations for

violations of Georgia securities law.

At the Georgia Secretary of States Office, Vincent obtained experience in significantproceedings involving state election laws, the Voting Rights Act of 1965, the National Voter Registration

Act of 1993 (NVRA), the Help America Vote Act (HAVA), and the Military and Overseas VoterEmpowerment Act (UOCAVA). He has also advised the Georgia Secretary of State in severaladministrative proceedings involving challenges to the qualifications and eligibility of candidates to hold

office.

As Assistant Commissioner of Securities, Vincent has directed numerous investigations andenforcement actions under Georgias securities laws and charitable solicitation laws. He also led the

development of Georgias current state securities regulations, including efforts to promote crowd funding

initiatives and funding for start up and small businesses in Georgia.

In his business litigation practice, Vincent represents individuals and corporate clients incommercial disputes involving business torts, contract claims, corporate and partnership disputes,securities fraud, and breach of fiduciary duty, among other disputes.

Vincent is a graduate of the Louisiana State University and Emory University School of Law,


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where he was the recipient of the James C. Pratt Memorial Award, selected to the Order of the Barristers

and served as the Director of the Emory Moot Court Society (2005-2006).

Toby Morning (Advisor)

Toby Morning is a serial entrepreneur and angel investor that is motivated about advancing global

startup culture. Serving as an evangelist for the ecosystem, he founded Semantic Seed in 2008 and CitizenSpace in 2010. Learn more about Toby on LinkedIn, www.linkedin.com/in/urbantech.

KP Reddy (Advisor)

KP Reddy is a nationally recognized expert on advanced construction technologies, includingBuilding Information Modeling (BIM), He currently serves as the Interim General Manager at Atlanta

Technology Development Center (ATDC) and is a sought-after speaker and industry advisor.

In addition, K.P. is currently a Managing Advisor with AMPIRIX Consulting. Most recently, KPserved as Managing Director of Enterprise Transformation for Gehry Technologies. KP was the Vice

President of BIM Services for ARC, the company which acquired RCMS Group. Before founding RCMS

Group, KP was Vice President of Operations and Chief Information Officer for Verso Technologies(NASDAQ). Prior to Verso, KP served as Chief Technology Officer of Cereus Technology Partners,which he founded in 1997, and acted as President and CEO until its acquisition in 1999. During his tenure

at both Cereus and Verso, KP was deeply involved in technology projects which included softwaredevelopment and data management.

He began his career as a Project Engineer and Business Development Manager for Law

Engineering and Environmental Services (now MACTEC-AMEC).

KP is a graduate of the Georgia Institute of Technology with a Bachelors of Science degree in

Civil Engineering. KP served on the National Council of Architectural Registration Boards (NCARB)BIM Task Force and as an Adjunct Professor at the Georgia Institute of Technology.

Annette McClellan (Advisor)

Annette McClellan loves startup companies. She loves the challenge, creativity, the strategy and

pace. Her experience includes:

Founding Partner, Annette McClellan Advisors, 2012 Present. Consulting in all things startup

strategy, funding, structure, pitches, boards, validation, product development, strategic partnerships,

commercialization.

Entrepreneur In Residence, University of Utah, 2013 Technology ventures &

commercialization.

Founder/CEO Azalea Biomedical (formerly InVectus), 2004 2012 Developed Daisyclip

product for non-surgical permanent contraception. Sold in pre-clinical phase to Hologic, Inc. (HOLX).

Founder/CEO, BioMedical Engineering Solutions, 2000 2004 Medical device incubator with

multiple devices. Successful spinout companies


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Research Assistant Professor, University of Utah, 1999-2000 Pharmacology & Toxicology,

Anticonvulsant Drug Development Program.

Post-doctoral Fellow, University of Utah, 1997-1999 Roy Twyman, Human Molecular Biology& Genetics Program.

Jerry Hicks (Advisor)

Jerry is the Managing Partner of Hicks & Clark, LLC. He is known as a trusted business adviserfor his clients while providing CFO, accounting, and tax services. Jerry has been a CPA for over 30 years

and is licensed in Georgia and Texas. During his career he has served clients at several professional

services firms including as a partner at a Big 4 firm.

Jerry received his Bachelor of Business Administration (Cum Laude) from Hardin-Simmons University and his Masters of Science from Texas Tech University.

He is a member of the American Institute of Certified Public Accountants and the Georgia

Society of Certified Public Accountants. He is active in his church, the Rotary Club of Sandy Springs,

and the Boys and Girls Clubs.

Jerry has lived in Atlanta for 16 years and is married to Cheryl, a native Atlantan. They have four

children and six grandchildren between them. Jerry also enjoys playing poker, having competed inseveral World Poker Tour and World Series of Poker Tournaments. He is an avid golfer, has copyrighted

several songs, and traveled extensively - having visited all 50 states.

Benj Miller (Advisor)

Benj Miller began his career as a graphic designer; and his talent allowed him to quickly attain

the Creative Director position at an Atlanta-based media graphics company. Benj saw a need in themarket for agency-quality deliverables without agency overhead and pricing. He left the agency in 2004

and created eyespeak LLC.

Benj's vision was a creative company that operated more like an extension of a clients companythan merely an outside service provider. Since its inception, Benj has guided eyespeak to become just

that: A highly respected and sought after partner for many clients. Through Benjs leadership eyespeakhas grown to more than 20 employees on two continents. In addition to his work at eyespeak Benj hasbeen involved in several successful startups as eyespeak has spun off four self-funded

products/companies.

While eyespeak began to grow, Benj acquired an online SaS model email campaign managementservice for the faith-based community. In the first year under his leadership, the venture tripled the

number of subscriptions to over 3,000,000. Benj's success with this platform attracted several interested

partners and in early 2010, Benj furthered the venture through a strategic partnership with Net Atlantic.

Benj is also a highly sought after adviser to start-ups and other small businesses. He is oftenapproached early on in the life cycle to provide valuable insight into viability, market positioning, andfundraising. Benj's relationships with leaders of several venture capital firms give him a unique

perspective and authority on bringing these start-ups into the marketplace. His ability to navigate the

irregular life-cycle of start-ups has afforded him the opportunity to be given equity positions in many of


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the deals that come across his desk. From branding and marketing, to complex systems and technology,

Benj has been a valuable asset for many start-ups.

Specialties: Vision, Strategy, Leadership, Influence Marketing, Social Media Marketing, Brand,Identity, Graphic Design, Web Design UI / UX Design, Web Development, Application Development,

SaS, SOA, Mobile Application Development, Negotiation, Executive Coach, Financial Management,

Negotiation, Mergers and Acquisition, Valuation, Start-up

Paul Judge (Advisor)

Dr. Paul Judge is a serial entrepreneur. He is Chief Research Officer and VP at Barracuda

Networks. He is also chairman of Pindrop Security and Monsieur. In 2007 he founded Purewire andserved as Chief Technology Officer until Barracuda Networks acquired Purewire in 2009. Previously he

served as Chief Technology Officer and Senior Vice President for Secure Computing. Judge was theChief Technology Officer at CipherTrust, where he managed the research and product management teams

and was the lead inventor on all patented messaging security technologies. CipherTrust was the marketshare leader in messaging security prior to its acquisition in 2006 by Secure Computing. . Prior to his

tenure at CipherTrust, Dr. Judge worked with IBM and NASA. Having been named to MIT's list of the

top 100 young innovators in the world in 2003, Dr. Judge has spearheaded multiple research initiativesand founded the Internet Research Task Forces Anti-Spam Research Group. Dr. Judge is a recognizedauthority on information security issues, having authored numerous papers that have been published in

leading academic journals, presented at multiple industry and academic conferences including Interop,RSA, and Defcon. Dr. Judge has also been featured in hundreds of national media outlets including ABC

World News, CNN, Forbes, Business Week, Fox News and the LA Times. Dr. Judge holds a B.S. inComputer Science from Morehouse College, and earned his Ph.D. and M.S. in Computer Science from

Georgia Tech.

Judy Robinett (Advisor )

Judy Robinett is the author of How to Be a Power Connector: The 5-50-150 Rule, released by

McGraw-Hill in May, 2014. Robinett is a business thought leader who is known as the woman with thetitanium digital Rolodex. She has been profiled in Forbes, Venture Beat, Huffington Post, and

Bloomberg Businessweek as a sterling example of the new breed of super connectors who use theirexperience and networks to accelerate growth and enhance profitability.

In her more than 30 years of experience as an entrepreneur and corporate leader, Robinett hasserved as the CEO of both public and private companies and in management positions at Fortune 500

companies. She has been on the advisory boards of Illuminate Ventures, an early-stage venture capital

firm based in Menlo Park, California; Pereg Ventures, a venture capital firm based in New York;Springboard Enterprises based in Washington, DC; and Women Innovate Mobile (WIM) acceleratorsbased in New York.

She was the managing director of Golden Seeds Angel Network (the third most active angelinvestment group and one of the largest in the U.S.); the CEO of publicly traded Medical Discoveries; and

she served on the faculty of Goldman Sachss 10,000 Small Businesses program.

She was a member of the Department of Commerce team that defined performance criteria for the

Malcolm Baldrige National Quality Award for Performance Excellence in Healthcare, for which she

received an award from President Bill Clinton.


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Robinett has given over 300 speeches worldwide for audiences at MIT, BIO-Europe, CalPoly,AT&T, Westinghouse, and the Department of Energy.

She is the coauthor of a chapter in Crowdfunding for Dummies by Sherwood Neiss, Jason W.

Best, and Zak Cassady-Dorion (Wiley, 2013).

Robinett lives in Salt Lake City, Utah.

Class C Observer

Holders of Class C Units are entitled, acting together as a class, to appoint an observer to theBoard of Managers of the Company, as more fully described in the Companys Operating Agreement,

attached hereto as Appendix 2. Observers to the Companys Board of Managers are not entitled to vote onany matters under consideration by the Managers, but are entitled to receive notice of and to attend all

meetings of the Managers, and to receive all information and materials provided to such Managers inconnection with such meetings.

The initial Class C Observer will be Mr. Ron Tealer, whose biography is contained below.

Ron Tealer (Class C Observer)

Ron Tealer is a founding Principal and Fund Manager for Oriel Capital Partners, an Atlanta based

private equity firm where he oversees the firms day-to-day operations and focuses and on all phases ofasset management including acquisition, reporting and disposition. He has also spent the last several years

managing large scale, enterprise Oracle database management systems for a leading network provider ofregulated exchanges and clearinghouses for financial and commodity markets.

Over the past 16 years, Ron has provided technical consulting for an array of small technologystartups small business and non-profits. He previously worked at Genentech, where he spent 15 years in a

number of analytical and technical positions spanning manufacturing, sales & marketing, medical affairsand corporate information technology.


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TERMS OF OFFERING

The #1000Founders Campaign / Crowdfunding Offering

We believe that individuals, businesses and communities can only truly benefit from the

entrepreneurial environment if they are invested in that environment. As such, the Company decided to

launch its first major capital raising effort under the banner of The #1000Founders crowdfundingcampaign.

Crowdfunding is an innovative finance and market validation tool that is being used by small and

emerging enterprises to source small amounts of capital from a large pool of supporters to elevate a

concept into operational reality. The Company has chosen to offer its Class C (or Crowdfund Class)Units in this offering using the Invest Georgia Exemption (the IGE), whereby Georgia businesses can

offer securities to Georgia investors in a cost effective and more efficient manner.

We believe that operating this offering as a crowdfunding transaction will better help us reach ourcapital needs, expand our message and validate our concept.

Class C Units

We are offering for sale, to eligible purchasers only, Class C Units up to the aggregate principal

amount of $600,000 (or 6,000 Class C Units). We are offering the Class C Units at a price of $100 perClass C Unit. The price is payable by payment through our intermediary (www.sparkmarket.com), or by

check (at the Companys discretion only), at the time of subscription. See SUBSCRIPTIONPROCEDURES. The Company must receive subscriptions for a minimum of 500 Class C Units

($50,000) in order to close the offering, but may continue the offering up to a maximum sales target of6,000 Class C Units ($600,000).

Minimum Subscription Amounts

Early Bird Subscriptions

At the commencement of this offering, a limited number of Early Bird Subscriptions will beavailable for purchase by any eligible investor. Early Bird Subscriptions can be made for a minimum

investment of $100.00, which represents the purchase of one (1) Class C Unit. These Early BirdSubscriptions will be available from May 22, 2014 (the commencement of the offering) through August15, 2014, which is the Early Bird Deadline, unless the Company, in its sole discretion determines to

accept further Early Bird Subscriptions.

In addition to the time restrictions detailed above, the Early Bird Subscriptions are limited inamount. Only 100 Early Bird Subscriptions are being offered by the Company (for an aggregate of

$10,000 in purchase price). Once the Company accepts the maximum number of Early Bird

Subscriptions, or the Early Bird Deadline passes, then no more Early Bird Subscriptions will be acceptedby the Company, and subscribers must subscribe for Regular Subscriptions (as described below).

Regular Subscriptions

Following the exhaustion or expiration of the Early Bird Subscriptions described above, further

Regular Subscriptions, will be accepted by the Company until the offering Expiration Date, or until the


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offering is earlier terminated. Regular Subscriptions will be accepted for a minimum of $1,000 (ten (10)

Class C Units) only, unless the Company, in its sole discretion, decides to waive this minimuminvestment requirement for Regular Subscriptions, as to any specific subscription request.

Investment Perquisites

In addition to the membership interest in the Company which the Class C Units represent,purchase of a minimum of 10 Class C Units (or $1,000) in this Offering entitles the purchaser to certainperquisites attached to such purchase. A list of the perquisites is contained below:

In addition to the membership interest in the Company which the Class C Units represent,

purchase of a minimum of 10 Class C Units (or $1,000) in this Offering entitles the purchaser to certainperquisites attached to such purchase. A list of the perquisites is contained below:

! One (1) year of co-working membership ($1,200 value);! Ten percent (10%) off dedicated office space for 12 months ($1,500 value);! Fifty percent (50%) discount on space rental ($1,500 value);! Discounts on renting 200 Peachtree Special Events and Conference Center! Events and classes on innovation, entrepreneurship & investment;! Open hours with mentors (priceless);! VIP access to OHUB sponsored events;! Preferred application to accelerator and future venture fund;! Referrals;! Discounts from preferred service provider partners (legal, accounting, securities, patents,

trade marking, HR, branding, marketing, etc.); and

! Copy ofKingonomics, the best-selling book that inspired this movement.A Purchaser of at least one (1) Class C Unit ($100) will receive the following additional perks:

! One (1 month) of basic coworking membership ($200 value);! Twenty five percent (25%) discount on space rental ($500 value);! Copy ofKingonomicsAudio Book ($25 value)

Purchaser Eligibility and Purchase Caps

This Offering is open only to legal residents of the State of Georgia who are 18 or older. Thisoffering is being conducted by the Company using the exemptions contained in Section 3(a)(11) of the

Securities Act and Rule 147 promulgated thereunder, and Section 10-5-12 of the Georgia Act and Rule590-4-2-.08 (the Invest Georgia Exemption or the IGE)) promulgated thereunder. Consequently,the Company may only offer the securities for sale to legal residents of the State of Georgia, and only

legal residents of the State of Georgia may purchase securities in this offering. Prospective purchasers

will be required to certify as to their legal residency in order to be able to participate in this Offering.

Persons wishing to subscribe for Class C Units in this offering do not have to qualify asaccredited investors as that term is defined in Rule 501 of the Securities and Exchange Commissions

Regulation D (17 C.F.R. 230.501). However, all purchasers in this Offering are limited to the followingpurchase caps: (i) if either the annual income or the net worth of the investor is less than $100,000,

then investor is limited to the greater of $2,000 or 5% of his or her annual income or net worth as amaximum investment amount; and (ii) if the annual income or net worth of the investor is $100,000 or


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more, the investor is limited to 10% of his or her annual income or net worth, to a maximum total

investment of $100,000. All prospective purchasers in this Offering will be required to certify, in theSubscription Agreement attached to this Offering Circular, as to their income and net worth, in order for

the Company to determine that they are eligible to invest at the desired amount.

Pricing

The Managers priced the Class C Units in this Offering based on their subjective evaluation of theCompanys current worth and business prospects. No valuation or other third party assessment of theCompanys current worth or business prospects was conducted.

Early Bird Expiration Date / Offering Expiration Date

All funds for Early Bird Subscriptions must be received on or prior to August 15, 2014, the EarlyBird Deadline. All other Regular Subscriptions for Class C Units must be received by the Company on or

before November 17, 2014, the Expiration Date of the Offering, unless the Company, in its sole discretiondetermines to extend this offering up to an additional 90 days from the Expiration Date. Any subscription

funds received after this date will be returned to the subscriber without interest.

The Managers may, in their sole and absolute discretion, terminate this Offering at any time priorto the Expiration Date.

Escrow; Multiple Closings.

All subscription amounts received will be held in escrow until the minimum subscription amount($50,000) has been received. Once the minimum subscription amount has been received, the Company

may break escrow on the proceeds of this Offering at any time thereafter (up to the Expiration Date).

Thereafter, the Company may hold the offering open to further subscriptions, and may close on

further subscriptions, from time to time, at the Companys discretion, up to the maximum Offeringamount or the Expiration Date.

Plan of Distribution

The Founders and the Managers of the Company are offering the Class C Units on a best-

efforts basis. There is no underwriter or broker involved in this offering. The minimum aggregatesubscription amount required to close the Offering is $50,000 (or 500 Class C Units), and all fundsreceived in the Offering will be used by the Company if, and only if, the Offering is closed. The

Company will accept subscriptions up to an aggregate purchase price amount of $600,000 (or 6,000 Class

C Units).

The Offering is being conducted as a crowdfunding campaign. Crowdfunding offers companies

the opportunity to tap into resources possessed by their communities (including financial resources) to

support the establishment and growth of such companies. The Founders and the Managers of theCompany will receive no compensation or other remuneration in connection with their efforts related to

this Offering.

The crowdfunding campaign is being posted on the website of a third party intermediary

SparkMarket (www.sparkmarket.com). SparkMarket is not affiliated with the Company in any way, is not

a broker/dealer or investment adviser, and is not a registered funding portal. Purchasers in this Offering


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will be required to purchase the Class C Units through SparkMarket, unless the Company chooses, in its

sole discretion, to waive such requirement.

As compensation for crowdfunding related services rendered in connection with this Offering, wehave, as of the date of this Offering Circular, paid SparkMarket a flat fee of $500. For each In the event

that this Offering continues beyond 90 days, the Company will be obligated to pay SparkMarket an

additional $75 for each month that the active crowdfunding campaign continues to be posted onSparkMarkets website.

In addition, if this Offering closes successfully, SparkMarket will be entitled to receive from the

Company a crowdfunding fee of up to six percent (6.0%) of the gross proceeds raised in this Offering.

Transfer/Resale Restrictions

The Class C Units are being offered pursuant to the exemptions from registration contained in

Section 3(a)(11) of the Securities Act and Rule 147 (17 C.F.R. 230.147) promulgated thereunder, andSection 10-5-12 of the Georgia Act and the Invest Georgia Exemption promulgated thereunder.

Securities issued pursuant to these rules are considered intrastate issued securities and havespecific restrictions on transfer or re-sale which must be adhered to by the purchaser(s) and the Company.Purchasers of Class C Units in this offering will receive a certificate representing the purchased securities

which will contain a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (SECURITIES

ACT), OR THE GEORGIA UNIFORM SECURITIES ACT OF 2008, AS AMENDED (THEGEORGIA ACT), AND CANNOT BE OFFERED, SOLD OR TRANSFERRED IN THE

ABSENCE OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE

SECURITIES ACT AND THE REGULATIONS PROMULGATED THEREUNDER, AND INACCORDANCE WITH THE TERMS OF THE COMPANYS OPERATING AGREEMENT.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHTOF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS MEMBER(S),

AS PROVIDED IN THE COMPANYS OPERATING AGREEMENT, A COPY OF WHICH ISAVAILABLE UPON REQUEST TO THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE OFFERED AND SOLDPURSUANT TO THE EXEMPTIONS FROM REGISTRATION CONTAINED IN SECTION

3(a)(11) OF THE SECURITIES ACT (AND RULE 147 PROMULGATED THEREUNDER)

AND SECTION 10-5-12 OF THE GEORGIA ACT (AND RULE 590-4-2-.08 (THE INVESTGEORGIA EXEMPTION) PROMULGATED THEREUNDER). DURING THE PERIOD INWHICH THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE OFFERED, AND

FOR A PERIOD OF NINE (9) MONTHS AFTER THE DATE OF LAST SALE, ALL

RESALES OF ANY OF SUCH SECURITIES MAY BE MADE ONLY TO PERSONS WHOARE RESIDENTS OF THE STATE OF GEORGIA.

In addition, following completion of this Offering, the Company will (i) issue stop transferinstructions to its transfer agent, if any, with respect to the securities, or, for as long as the Company

transfers its own securities (which is currently the case), make a notation in the appropriate records of the

Company as to these restrictions; (ii) obtain a written representation from each purchaser as to his/her/its


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residence (which will be obtained in the subscription process); and (iii) in connection with the issuance of

any new certificates for any of the securities that are issued in connection with this offering that arepresented for transfer during the nine (9) month time period from the last sale in the Offering, detailed

above.

Discretion of the Managers

The Managers retain the right, in their sole and absolute discretion, to accept or reject anysubscriptions for Class C Units for any reason, or no reason. Any subscription funds received by theCompany for Class C Units, where such subscriptions are rejected by the Managers, will be returned to

the potential investor without interest.


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USE OF PROCEEDS

If the Offering described in this Offering Circular is subscribed at the minimum level, theCompany will receive $50,000 in gross proceeds, all of which will be deposited in a bank or depository

institution authorized to do business in the State of Georgia. If the offering is fully subscribed, the

Company will receive $600,000 in gross proceeds. We do not anticipate that any material expensesbeyond those detailed below will be incurred by the Company in connection with this Offering.

We estimate that the total expense associated with completion of this Offering will be

approximately $3,000 (if the minimum amount is subscribed for in this offering) and $20,000 (if the

maximum amount is subscribed for in this Offering), and, therefore, the Company would receiveapproximately $47,000 or $580,000, depending on whether the Offering is subscribed at the minimum or

maximum level.

As of the date of this Offering Circular, the Company has paid expenses related to the Offering ofapproximately $10,000.00, which includes fees paid to SparkMarket for crowdfunding consulting

services, executive summaries & pitch decks, and other service providers, including for services related to

audio visual production and to PushToStart LLC, our legal counsel. These expenses have all been borneby the Company.

If this Offering closes successfully, SparkMarket will be entitled to receive from the Company acrowdfunding fee of up to six percent (6.0%) of the gross proceeds raised in this Offering.

The Company will use all of the proceeds from this Offering for capacity expansion, accelerator

fund seed capital, fulfillment of rewards associated with the campaign, sales and development, andgeneral working capital.

INTERESTS OF RELATED PARTIES

A portion of the proceeds of this Offering will be used to pay the costs associated with the

fulfillment of certain rewards offered in connection with the purchase of Class C Units in this offering.See TERMS OF THE OFFERING PERQUISITES.

The Companys sole Manager, and the sole Member of one of the Companys principal interestholders (Legacy Opportunity Funds, LLC), Rodney Sampson, is the author of the book Kingonomics, a

reward which is attached to the purchase of Class C Units in this Offering. Sampson has a pecuniary

interest in the sale and distribution of Kingonomics and may receive a direct or indirect material financialbenefit from the purchase of copies of Kingonomics to be distributed to purchasers in connection withthis Offering.


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DESCRIPTION OF CAPITAL STOCK

General

The following description of the capital stock of the Company and certain provisions of the

Companys Articles of Organization and Operating Agreement is a summary and is qualified in its

entirety by the provisions of the Articles of Organization and Operating Agreement, which are beingdelivered to each potential investor with this Offering Circular.

The Companys capital stock currently consists of three classes of Membership Interests. Class A

Units are currently held only by the Founders, and there are currently 26,000 Class A Units outstanding.

Class B Units are reserved for issuance to Managers, officers, employees and consultants of the

Company, at the discretion of the Class A Members, in accordance with the terms of the OperatingAgreement. There are currently no Class B Units outstanding.

Class C Units (or Crowdfund Class Units) are being offered to eligible investors in this

Offering. There are currently no outstanding Class C Units.

Effective upon completion of this Offering (assuming that the offering is subscribed at theminimum level of 500 Class C Units), the Companys issued and outstanding capital stock shall consist of

26,000 Class A Units and 500 Class C Units.

Effective upon completion of this Offering (assuming that the offering is subscribed at themaximum level of 6,000 Class C Units), the Companys issued and outstanding capital stock shall consist

of 26,000 Class A Units and 6,000 Class C Units.

Dividend Policy

We have never declared or paid any cash dividends on our Class A Units, Class B Units or Class

C Units. We currently intend to retain future earnings, if any, to finance the expansion of our business. Asa result, we do not anticipate paying any cash dividends in the foreseeable future.

Class A Units

Class A Units are currently only issued and outstanding to the Companys Founders, although theCompany may issue more Class A Units in the future. By the terms of the Companys Operating

Agreement, the Class A Unit holders are specifically entitled to approve the following actions:

Appoint the Managers of the Company and set the compensation of the Managers, if any.Currently, the sole Manager (and the officers of the Company, who are appointed by the

Managers) receive no compensation for services rendered to the Company, although they may

receive compensation in the future; and

Authorize issuance of additional Class A Units, Class B Units and Class C Units or othersecurities of the Company.

Holders of Class A Units are entitled to receive, ratably, such dividends as may be declared bythe Managers out of funds legally available therefore, subject to a super-priority right of the holders of


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the Class C Units in case of any dividends, up to the amount of their respective capital contributions . In

Documents

Opportunity Hub - IGE Offering Circular Final - 2014-5-29