-i-

OPERATING AGREEMENT

OF

OPPORTUNITY HUB, LLC



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
OPPORTUNITY HUB, LLC

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 of
Georgia (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 and
who 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 the
Class 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 forth
herein;

WHEREAS, on May 22, 2014, the Members of the Company unanimously agreed to adopt this
Agreement 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 the
Company, 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 each
to join this Agreement and to recite their initial capital contributions to the Company.

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

ARTICLE 1
GENERAL 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 such
other 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. The
Georgia registered office of the Company shall be located at 200 Peachtree Street, NW, Atlanta, Georgia
30303, 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 the
Articles 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 this
Agreement or the Act.

ARTICLE 2
DEFINITIONS

2.1 Incorporated Definitions. Certain terms are defined in the recitals to this Agreement and
in the Appendix to this Agreement. Other capitalized words and phrases used in this Agreement shall have
the 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, et
seq., as amended.

Affiliate means, with respect to a specified Person, any Person that directly or indirectly
controls, is controlled by, or is under common control with, the specified Person. As used herein, the term
control 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 amendments
to 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 of
Article 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) year
period 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 disclosed
to 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 that
has 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 that
otherwise 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 of
Membership 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 Persons
capacity 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) any
Client 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 of
Article 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 their
transferees 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 Members
estate (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 the
Member, 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 its
Membership 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 or
hypothecation 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 authorized
Units of designated for any particular class of Units as detailed in Section 3.4) may be increased or
decreased with the written consent of the members holding a majority of the outstanding Class A
Membership Interest.

3.2 Designation of Classes of Units.

(a) Generally. Additional classes or series of Units (beyond the Class A Units, Class B
Units 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 privileges
ascribed 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 this
Operating 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 outstanding
Class 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 A
Units, 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 A
Units, 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 Member
of the Company, such subscriber shall not become a Member of the Company unless and until the
admission 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 the
Company, and the whole Membership Interest (approximate) of the Company, shall be reflected on
Exhibit A to this Agreement, as amended from time to time.
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3.4 Capital Contributions; Issued Class A Units. The Members hereby agree that each has
contributed 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 the
Company 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 Member
shall 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 a
distribution 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 of
any 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 obligation
whatsoever 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 only
demand 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 final
sale 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) to
redeem 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 in
accordance with the terms of the Capital Account definition set forth in the Appendix.

4.2 Allocation of Profits. After giving effect to the special allocations set forth in Items
III(A) and III(B) of the Appendix, Profits 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 which
such allocation is made.

4.3 Allocation of Losses. After giving effect to the special allocations set forth in Items
III(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 which
such allocation is made.

ARTICLE 5
DISTRIBUTIONS TO MEMBERS

5.1 Distributions of Cash Flow. Except as provided in Section 5.2 hereof, if the Managers
determine 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, until
distributions 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 Capital
Contributions 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 the
time of such distribution.

5.2 Distributions upon Liquidation and Dissolution. Any proceeds from the sale of all or
substantially 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 any
state 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 to
allocations, 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 law
and shall allocate any such amounts to the Members with respect to which such amount was withheld.





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ARTICLE 6
MANAGERS AND OFFICERS

6.1 Management by Managers.

(a) Subject to the provisions of Section 6.2 or when otherwise expressly delegated to any
officers under Section 6.5 hereof, the powers of the Company shall be exercised by or under the authority
of, and the business and affairs of the Company shall be managed under the direction of, the Managers.
Each Manager shall have one (1) vote.

(b) No Member (other than the Managers or an officer acting pursuant to this Article 6) has
the right, power, or authority to act for or on behalf of the Company, to do any act that would be binding
on the Company, or to incur any expenditures on behalf of the Company.

(c) Except as otherwise provided herein, all decisions shall be made for and on behalf of the
Company by (a) the affirmative vote of a majority of the Managers (determined without regard to the
Membership Interests, if any, then held by the Managers) if there are then serving three (3) or more
Managers, or (b) by unanimous consent, if there are then serving less than three (3) Managers, and all
such decisions made by the Managers shall be binding upon the Company. In the event that the Managers
are unable to agree on any matter involving the management of the Company, such matter shall be
decided by the consent of the Members holding the majority or Membership Interests then issued and
outstanding and entitled to vote.

(d) Any action to be taken at a meeting of the Managers, or any action that may be taken at a
meeting of the Managers, may be taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by all of the Managers and any further requirements of law pertaining to such
consents have been satisfied.

6.2 Decisions Requiring Member Consent.

(a) Notwithstanding any power or authority granted the Managers or the officers under the
Act, the Articles or this Agreement (including but not limited to this Article 6), the Managers and any
officers appointed under Section 6.5 may not make any decision or take any action for which the consent
of the Members is expressly required by the Act, the Articles or this Agreement, without first obtaining
such consent.

(b) The following decisions and actions require a Majority Member Consent:

(i) the dissolution of the Company;

(ii) the merger of the Company with another entity pursuant to Section 14-11-903 of
the Act;

(iii) the sale, exchange, lease or other transfer of all or substantially all the assets of
the Company (as defined in section 14-11-308(b)(3) of the Act and specifically excluding the
Transfer of Membership Interest which is dealt with in Article 9 hereof);

(iv) any amendment to the Articles or to this Agreement;

(v) any agreement with an Affiliate of a Member; and

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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 thousand
dollars ($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. No
decrease in the number of Managers shall have the effect of shortening the tenure of any incumbent
Manager, unless such Manager is also removed in accordance herewith.

(b) Rodney Sampson shall be the initial sole Manager of the Company, to serve until his
earlier 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 of
Managers 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 need
not 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 be
reimbursed 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 the
Managers, 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 be
officers 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 may
delegate to them. The Managers may assign titles to particular officers. Unless the Managers decide
otherwise, 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 hold
office until his or her successor shall be duly designated and shall qualify or until his or her death or until
he 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 so
provided 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 vacancy
occurring 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 an
assistant or in the event of such officers inability or refusal to act (or, if there be more than one such
assistant 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 the
powers 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 in
Section 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 an
observer 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 by
the 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 be
obligated 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 C
Observer shall be elected, written requests for nomination representing a minimum of ten (10%) of the
aggregate 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 personally
liable 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 violation
of law; or (ii) for any transaction in which such Manager or officer received a personal benefit in violation
or 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 on
such 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 or
powers 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 limited
to 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 or
power 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, each
Member 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. Each
Member shall reimburse the Company for all costs and expenses incurred by the Company in connection
with 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 her
status as such, for the debts, obligations or liabilities of the Company, including under a judgment decree
or 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 properly
come 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 and
entitled 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 to
each 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 a
majority of the Class A Units, Class B Units or Class C Units, or all Units of Membership Interest
combined, as applicable, shall constitute a quorum for the transaction of business at any meeting of the
Members.

8.7 Provisions Applicable to All Meetings. In connection with any meeting of the
Managers, 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 the
transaction 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 and
delivered 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 a
meeting, 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 all
Members 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 Persons
participating 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 of
objecting to the transaction of any business on the ground that the meeting is not lawfully called or
convened.

8.8 Additional Members. In the case of (i) any issuance of additional Class A Units, Class B
Units 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 to
this 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 requirements
have 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, as
applicable) provide written consent to grant full Membership Rights to such subscriber or
transferee; and
13

(ii) any such subscriber or transferee agrees, in writing, to become a party to this
Agreement (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 all
debts and obligations of the transferor Member.

ARTICLE 9
TRANSFER 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 of
his, 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 all
or 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 C
Units shall constitute adequate reason for the Managers to withhold approval for the transfer of Class B
Units 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 portion
of 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 been
met.

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 Person
other 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 a
denominated purchase price, then, prior to any Transfer of the Offered Membership Interest, the Selling
Member 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 that
contained 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 and
conditions 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 Membership
Interest 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 as
provided above, then for a period of thirty (30) days following the termination of the preceding option
14
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 unpurchased
Offered 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 such
thirty (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 Offered
Membership 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. The
Company 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, the
closing 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 the
closing, the Offeree Members and the Company, as the case may be, shall pay the applicable purchase
price 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 and
instruments 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 assumption
by 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 Membership
Interest 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 Member
shall 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, that
such 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 as
provided in this Section 9.3. If the Selling Member closes the sale to the third party, then such Transferee
shall 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 is
not 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.


15
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 to
expanding the business of the Company, each Member covenants and agrees with the Company and the
other Members that he will not, while a Member of the Company and for a period of two (2) years
thereafter, 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 the
Company 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 to
remain 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 further
by reason of the scope of the territory in which the Company Business takes place, in order to protect the
Companys 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 C
Member) 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 Member
will 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 such
Member 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 that
because 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 set
forth, 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 as
follows:

(i) except pursuant to unanimous prior consent of the Class A Members, no Class A
Member (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 by
the 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 outstanding
Membership 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 Contact
while the Member was a Member of the Company for the purpose of providing products or
services 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.

16
(c) No Class A Member (or 5.0% or greater Class B Member or Class C Member) shall,
while a Member of the Company and for a period of two (2) years thereafter, either directly or indirectly,
or by assisting others, solicit the employment of, employ, or encourage to leave the employment of the
Company or any of the Companys Affiliates, any person who, at such date or within one (1) year prior to
such date, is or was employed by the Company or any of the Companys Affiliates or associated with the
Company or any of the Companys Affiliates as a consultant or independent contractor.

10.2. Remedies. Each Member acknowledges that irreparable loss and injury would result to
the Company upon breach of any covenants contained in this Article 10 and that damages arising out of
such breach would be difficult to ascertain. Each Member agrees that, in addition to all other remedies
provided at law or in equity, the Company may petition and obtain, without bond, from a court of law or
equity, both temporary and permanent injunctive relief to prevent a breach by a Member of such
covenants and, where permitted by law, recover attorneys fees.

ARTICLE 11
DISSOLUTION

11.1 Dissolution. The Company shall be dissolved upon the majority agreement of the Class
A Members to dissolve the Company. The disassociation of a Member shall not automatically constitute
an event requiring the dissolution of the Company.

11.2 Liquidation and Distribution Procedures. Upon the dissolution of the Company, the
Company shall continue solely for the purpose of winding up its affairs in an orderly manner, liquidating
its assets (to the extent required hereunder), and satisfying the claims of its creditors and Members. No
Member shall take any action that is inconsistent with, or not necessary to or appropriate for, winding up
the Companys business and affairs. To the extent not inconsistent with the foregoing, all covenants and
obligations in this Agreement shall continue in full force and effect until such time as all assets have been
distributed pursuant to this Section 11.2 and the Company has terminated. The Managers shall be
responsible for overseeing the winding up and liquidation of the Company. The Company may distribute
to the Members any assets owned by the Company in kind, pro rata according to the Members Capital
Account. The Managers shall take full account of the Companys liabilities and assets, shall cause the
assets of the Company as it determines, in their sole discretion, to be liquidated as promptly as is
consistent with obtaining the fair market value thereof, and shall cause the proceeds therefrom, along with
any Company assets to be distributed in kind, to be applied and distributed in the following order:

(i) first, to the payment and discharge of all of the Companys debts and liabilities to
creditors other than Members;

(ii) second, to the payment and discharge of Company debts and liabilities to
Members;

(iii) third, to the Class C Members having positive Capital Accounts, pro rata in
proportion to such positive Capital Account balances after giving effect to all contributions,
distributions and allocations for all periods;

(iv) fourth, to the Class A Members and Class B Members having positive Capital
Accounts, pro rata in proportion to such positive Capital Account balances after giving effect to
all contributions, distributions and allocations for all periods; and

(v) fifth, the balance of the assets of the Company, if any, shall be distributed to the
Members pro rata in proportion to their Membership Interest.
17

11.3 Certificate of Termination. When all debts, liabilities and obligations have been paid
and 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 with
the Secretary of State of the State Georgia in accordance with Section 14-11-610 of the Act.

ARTICLE 12
ACCOUNTING AND TAX MATTERS

12.1 Accounting.

(a) The Managers shall maintain accurate books of account, which shall be available at any
time 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 timely
file 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 matters
of 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 the
Company 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 the
Company 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 in
any 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 permitted
hereunder 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 the
Member on their respective signature page to this Agreement, or as subsequently updated by notice of
such 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 confirmation
of delivery sets forth a delivery time later than 5:00 P.M. on any business day, then the facsimile will be
18
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 by
delivery 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 reference
only and are in no way intended to describe, interpret, define or limit the scope, extend the intent of this
Agreement 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 not
affect 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 or
interpretation 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 be
executed 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. All
counterparts 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 shall
be 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 this
Agreement shall not affect the other provisions hereof, and the Agreement shall be construed in all
respects 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 such
conflicting 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 or
plural 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 or
Section refer to the specified Article of Section of this Agreement; and (v) the word including does
not limit the preceding words or terms.
[Signatures Appear on the Following Page]

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, LLC

COMPANY SIGNATURE PAGE

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:








OPERATING AGREEMENT
OF
OPPORTUNITY HUB, LLC

CLASS A MEMBERS SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned Class B Member has executed this Operating
Agreement as of the Effective Date.

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








OPERATING AGREEMENT
OF
OPPORTUNITY HUB, LLC

CLASS B MEMBER SIGNATURE PAGE

IN WITNESS WHEREOF, the undersigned Class C Member has executed this Operating
Agreement as of the Effective Date.

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







OPERATING AGREEMENT
OF
OPPORTUNITY HUB, LLC

CLASS C MEMBER SIGNATURE PAGE

APPENDIX
to
OPERATING AGREEMENT
of
OPPORTUNITY HUB, LLC


ITEM I.
TAX MATTERS GENERALLY

This Appendix is attached to and is a part of the Operating Agreement (the Agreement) of
Opportunity Hub, LLC (the Company). The provisions of this Appendix are intended to comply with
the 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, and
the concepts defined therein, to the provisions of this Appendix (as incorporated into the Agreement), the
term 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 as
used 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 income
taxation.

ITEM II.
DEFINITIONS

Capitalized words and phrases used in this Agreement and in this Appendix shall have the
following 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 consistently
therewith.

Capital Account means the Capital Account maintained for any Member in accordance with
the following provisions:


(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 liabilities
assumed 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 Member
assumed by the Company or which are secured by any property contributed by such Member to the
Company.

(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 of
the 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 to
the transferred interest.

(v) The foregoing provisions and the other provisions of this Agreement relating to the
maintenance of Capital Accounts are intended to comply with Regulations Section 1.704-1(b), and shall
be 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 credits
thereto, 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 any
Member 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 property
contributed 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 any
appropriate 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 initial
Gross 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 cash
received 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 capital
needs or for the payment of anticipated costs and expenses of the Company.


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 such
year or other period, except that if the Gross Asset Value of an asset differs from its adjusted basis for
federal income tax purposes at the beginning of such year or other period, Depreciation shall be an
amount 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 purposes
of 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 December
31, (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 Agreement
and this Appendix.

Gross Asset Value means, with respect to any asset, the assets adjusted basis for federal
income 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 a
Membership 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 a
Member 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 Section
1.704-1(b)(2)(ii)(g); provided, however, that adjustments pursuant to clauses (a) and (b) above shall be
made 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 be
adjusted 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 reflect
any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section
743(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 be
adjusted pursuant to this subparagraph (iv) to the extent the Managers determine that an adjustment

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 this
definition, 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 the
Regulations.

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 Nonrecourse
Debt 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) and
1.704-2(i)(2) of the Regulations.

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

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 the
Companys 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 separately
pursuant 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 taxable
income 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 not
otherwise taken into account in computing Profit or Loss pursuant to this definition shall be subtracted
from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to the
definition of Gross Asset Value, the amount of such adjustment shall be taken into account as gain or loss
from 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 with
respect 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 Gross
Asset Value of such property notwithstanding that such Gross Asset Value differs from the adjusted tax
basis 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 Section
1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a

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 (if
the 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 in
computing Profit or Loss. The amounts of the items of Company income, gain, loss or deduction available
to be specially allocated pursuant to Items III(A) and III(B) of this Appendix shall be determined by
applying rules analogous to those set forth in subparagraphs (i) through (v) above.

Regulations means the Treasury Regulations promulgated under the Code, as such Regulations
may 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 Section
1.704-2(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 the
Regulations. 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 consistently
therewith.

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 of
Article 4 of the Agreement and this Item III, if there is a net decrease in Member Nonrecourse
Debt 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 Section
1.704-2(i)(5) of the Regulations, 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 Member Nonrecourse Debt Minimum Gain attributable to
such Member Nonrecourse Debt, determined in accordance with Regulations Section
1.704-2(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 so
allocated shall be determined in accordance with Sections 1.704-2(i)(4) and 1.704-2(j)(2) of the
Regulations. 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.


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), Section
1.704-1(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 sufficient
to 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 Capital
Account Deficit after all other allocations provided for in Article 4 of the Agreement and this
Item 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 amount
such 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 sentences
of 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 Item
III(A)(3) hereof and this Item III(A)(4) were not in the Agreement.

5. Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be
specially 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 loss
with 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 of
a 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 the
adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and
such 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 the
Members 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, or
deduction pursuant to this Item III(B). Therefore, notwithstanding any other provision of Article 4 of the
Agreement 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 Account
balance is, to the extent possible, equal to the Capital Account balance such Member would have had if

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), the
Managers 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 Items
III(A)(5) and III(A)(6).

C. Other Allocation Rules.

1. The Members are aware of the income tax consequences of the allocations made
by 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 to
any 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 Section
706 and the Regulations thereunder.

3. Solely for purposes of determining a Members proportionate share of the
excess nonrecourse liabilities of the Company, within the meaning of Regulations Section
1.752-3(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, the
Managers 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 Company
shall, 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 tax
purposes and its initial Gross Asset Value.

2. In the event the Gross Asset Value of any Company asset is adjusted, subsequent
allocations 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 Regulations
thereunder.

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 Capital
Account or share of Profits, Losses, other items, or distributions pursuant to any provisions of this
Agreement.


[END OF APPENDIX]

EXHIBIT A

SCHEDULE OF MEMBERS

Updated 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.