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 the
Company 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 offering
price 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, or
fifty 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 Commissions
Regulation D (17 C.F.R. 230.501). However, all purchasers in this Offering are limited to the following
purchase 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 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 net worth, to a maximum total
investment 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 on
exemptions 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 effective
registration 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 with
applicable 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 the
Companys 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 securities
commission nor has the SEC or any state securities commission passed upon the accuracy or adequacy of
this Offering Circular. Any representation to the contrary is a criminal offense.

THESE SECURITIES ARE SPECULATIVE AND AN INVESTMENT IN THE UNITS INVOLVES A
HIGH DEGREE OF RISK. SEE RISK FACTORS. THIS OFFERING IS OPEN TO LEGAL
RESIDENTS OF THE STATE OF GEORGIA ONLY. NO OFFERS TO RESIDENTS OF OTHER
JURISDICTIONS ARE MADE HEREBY AND NONE ARE AUTHORIZED. SALES OF SECURITIES
PURSUANT 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
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, AND
THERE 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 ARE
BEING 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 AN
INDEFINITE PERIOD, UNLESS A MARKET FOR THE CLASS C UNITS IS ESTABLISHED, AS TO
WHICH THERE CAN BE NO ASSURANCE. SEE DESCRIPTION OF CAPITAL STOCK, TERMS
OF 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 FOR
USE SOLELY IN CONNECTION WITH THE OFFER AND SALE OF THE CLASS C UNITS. THE
DISCLOSURE OF ANY OF THE INFORMATION CONTAINED HEREIN OR SUPPLIED IN
CONNECTION HEREWITH OR THE USE THEREOF FOR ANY OTHER PURPOSE, EXCEPT
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. THIS OFFERING
CIRCULAR MAY NOT BE REPRODUCED, IN WHOLE OR IN PART, AND IT IS ACCEPTED
WITH 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 BY
THE COMPANY WITHOUT NOTICE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE
DISCRETION, TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART FOR THE CLASS C
UNITS 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 AND
DIRECTORS 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 VALUE
OR POTENTIAL EARNINGS OF THE COMPANY OR ANY OTHER RECOGNIZED CRITERIA OF
VALUE. 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 THE
COMPANYS BUSINESS OR ANY OTHER MATTERS SET FORTH HEREIN, AND MAY OBTAIN
ANY ADDITIONAL INFORMATION WHICH SUCH PERSON DEEMS TO BE NECESSARY IN
ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS
OFFERING 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 WISHES
TO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR PROVIDED,
UPON REQUEST, SUBJECT TO THE OFFEREES AGREEMENT TO MAINTAIN SUCH
INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY UPON
REQUEST. ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR
DOCUMENTS 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 ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN
CONNECTION WITH THE OFFER BEING MADE HEREBY, AND IF GIVEN OR MADE, SUCH
INFORMATION 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 THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES
OFFERED HEREBY, NOR DOES IT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN 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 OFFERING
CIRCULAR AS LEGAL, FINANCIAL OR TAX ADVICE. PROSPECTIVE INVESTORS SHOULD,
THEREFORE, CONSULT THEIR OWN ADVISORS AS TO LEGAL, FINANCIAL, TAX AND
RELATED MATTERS CONCERNING AN INVESTMENT BY SUCH PROSPECTIVE INVESTORS
IN THE COMPANY.


THE STATEMENTS CONTAINED HEREIN ARE BASED ON INFORMATION BELIEVED BY THE
COMPANY TO BE RELIABLE. NO WARRANTY CAN BE MADE AS TO THE ACCURACY OF
SUCH INFORMATION OR THAT CIRCUMSTANCES HAVE NOT CHANGED SINCE THE DATE
SUCH INFORMATION WAS SUPPLIED. THIS OFFERING CIRCULAR CONTAINS SUMMARIES
OF CERTAIN PROVISIONS OF DOCUMENTS RELATING TO THE PURCHASE OF THE CLASS C
UNITS, AS WELL AS SUMMARIES OF VARIOUS PROVISIONS OF RELEVANT STATUTES
AND REGULATIONS. SUCH SUMMARIES DO NOT PURPORT TO BE COMPLETE AND ARE
QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE TEXTS OF THE ORIGINAL
DOCUMENTS, STATUTES AND REGULATIONS, WHICH ARE AVAILABLE UPON REQUEST.
SEE ADDITIONAL INFORMATION.


FORWARD LOOKING STATEMENTS

This document may contain certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, such as statements relating to financial results
and plans for future business development activities, and are thus prospective, and which involve
risks and uncertainties.

These forward-looking statements, which involve risks and uncertainties, are usually
accompanied or indicated by words such as may, might, will, should, could, intends,
estimates, predicts, potential, continue, believes, anticipates, plans, and expects,
relate to, without limitation, statements about the market opportunities, the Companys strategy,
its competition, projected revenue and expense levels, and the adequacy of cash resources. This
Offering Circular also contains forward-looking statements attributed to third parties. These
statements are only predictions. Investors should not place undue reliance on these forward-looking
statements, which are only as of the date of this Offering Circular. The Companys actual results
could differ materially from those expressed or implied by these forward-looking statements as a
result of various factors, including the risk factors described in this Offering Circular. The
Company does not guarantee future results, performance or achievements. The Company is under
no duty or obligation to update any of the forward-looking statements contained in this Offering
Circular after the date hereof to conform them to actual results or changes in the Companys
expectations.

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TABLE OF CONTENTS
Page

SUMMARY........................................................................................................................................................ 1
RISK FACTORS ................................................................................................................................................ 5
THE COMPANY................................................................................................................................................ 9
TERMS OF OFFERING.................................................................................................................................. 22
USE OF PROCEEDS....................................................................................................................................... 27
PRINCIPAL MEMBERSHIP INTEREST HOLDERS................................................................................. 32
SUBSCRIPTION PROCEDURES.................................................................................................................. 33
FINANCIAL INFORMATION....................................................................................................................... 34
LEGAL COUNSEL.......................................................................................................................................... 34
ADDITIONAL INFORMATION.................................................................................................................... 34
SUBSCRIPTION AGREEMENT ..................................................................................................................... 1
OPERATING AGREEMENT ........................................................................................................................... 1


[TO BE UPDATED LAST]
1

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 furnished
by Opportunity Hub, LLC (the Company, we or us) to provide information regarding its business
activities, 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 of
the Class C Units.

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

Minimum-Maximum
Amount Being Offered .. The Company is offering up to a maximum of 6,000 Class C
Units for sale, but the Offering may be closed any time after the
Company receives subscriptions for a minimum of 500 Class C
Units.

Purchase Price $100.00 per Class C Unit.

Minimum Investment A limited number of subscriptions (Early Bird
Subscriptions) for a minimum investment of $100.00 (one (1)
Class C Unit) will be available from May 22, 2014 through
August 15, 2014 (the Early Bird Deadline). These Early Bird
Subscriptions will be available for the first 100 subscribers
during this time period, but will be unavailable beyond the first
100 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 will
be 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 legal
residents 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 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 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 net
worth, 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 a
related 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 sole
discretion determines to extend this Offering up to an additional
90 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 received
into escrow. 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
Offering amount or the Expiration Date. SEE TERMS OF THE
OFFERING.

Capitalization. The Companys capital structure before this offering consists of
26,000 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. The
Companys 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 of
Managers, which observer will be entitled to notice of and all
materials distributed at, meetings of the Board of Managers, but
will not be entitled to vote on any matters considered at such
meetings.

Immediately following the completion of this Offering, the
initial Class C Observer will be Ron Tealer. The Class C
Observer 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 whereby
holders 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 only
pay 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 rights
of 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 its
option, at a price per Class C Unit equal to the higher of (i)
105% of the original purchase price, or (ii) fair market value at
any time on or after (x) twenty four (24) months following the
last sale of a Class C Unit in this Offering; or (y) completion by
the Company of a Qualified Financing.

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.

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 the
Company, and the Company may choose not to exercise such
option at any time in the future. See DESCRIPTION OF
CAPITAL STOCK.


4

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 will
include, 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 investor
shall 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 offered
securities, by virtue of the provisions of SEC Rule 147, and by
the terms of the Companys Operating Agreement. See TERMS
OF THE OFFERING.

Risk Factors Investment in the Class C Units involves a high degree of risk
and should not be purchased by anyone who cannot afford the
loss of his or her entire investment. Prior to purchasing the Class
C Units, each prospective investor is urged to consult with his or
her legal, financial and/or other professional advisors, and should
carefully review and consider the factors set forth in the section
of this Offering Circular entitled RISK FACTORS.


5

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 you
could 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 operations
such 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. To
provide 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 future
operating 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 able
to 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 target
audience. 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 we
anticipate, 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 and
acceleration 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

6

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 the
Accelerator 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 to
increase 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 financial
condition.

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 its
operations, 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 crowdfunding
campaigns. 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 then
existing 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 this
offering must be aware that the Company will likely raise capital through the additional sale of either or
both 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 the
earliest 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

7

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 COMPANY
AND 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 do
not anticipate doing so in the foreseeable future. The payment of dividends on our Class C Units will
depend 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 Units
appreciates.

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 and
development, and general working capital. Our management will have considerable discretion in the
application 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 this
Offering 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 are
used, 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 Section
3(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 securities
promulgated 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 an
exemption from registration is available.

The restrictions on the transfer of the Class C Units, under both applicable securities laws and the
Companys 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 or
qualify for a registration exemption, and such action is otherwise in compliance with the Companys
Operating 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

8

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 a
substantial 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 either
as a result of a bankruptcy, receivership or otherwise, our assets will not likely generate sufficient
proceeds 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 the
Company 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 as
it 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 counsel
to discuss such aspects.


* * * * *

9

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 the
entrepreneurial community of Atlanta, Georgia initially could be invested, educated, mentored and
accelerated. 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 stage
companies 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, best
practices 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 service
and unlimited parking can be purchased for additional nominal monthly fees. Private offices are available
as 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 of
Understanding 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-working
are 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 travel
frequently 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 coworking
community first. Its benefits can already be experienced outside of its spaces, and it is recommended to
start 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 by
Dr. 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 of
innovators, 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 sustain
this community in Atlanta, our first coworking space was opened.

Mission Statement

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

Cowork at a great location.
Collaborate and 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 six
month 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. have
infused 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 global
co-working spaces operating in 2018.



The number of co-working members is forecast to grow even faster, as a result of the number of
members 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-member
level in 2018.



Competitive Landscape

The Company operates in a competitive environment. In 2012, Venture Atlanta reported almost a
dozen 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 disruptive
startups, raised capital and navigated the innovation, entrepreneurship and investment
ecosystem. Our leaders also understand that you are only truly qualified to lead to the degree
that you are willing to serve. Coworking is about service, reciprocity and courage.

! Our industry diversification. Creating an ecosystem dedicated to industries that integrate
technology rather than focus solely on technology is Opportunity Hubs aim. Our ecosystem
is 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, Opportunity
Hub 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 is
committed 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 to
keep office hours, conduct classes and host interactive and engaging conversations with our
members. Our national platform allows us to reach beyond our cities borders to attract the
worlds top innovators, entrepreneurs and investors. Entrepreneurs will not have to build a
startup not knowing what they dont know.

! Our local and national partners. Opportunity Hub has created local and national partnerships
with ecosystem service providers, sources of capital, crowdfunding platforms, co-working
and accelerator networks in America, Europe and Africa. Access to this global ecosystem
provides 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 true
meritocracy.

! Our location. Strategically, our first location is positioned in downtown Atlanta in 200
Peachtree, 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 per
month. 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 included
on most plans.

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

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

! Accelerator Investments. An accelerator takes small amounts of equity in externally developed
ideas 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. Paid
sponsorships 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 our
crowdfunding campaign is equity and perks based, our investors also become our early adopters
and users. As equity owners and users, our early adopters are further motivated to be our
advocates and word of mouth marketers.

! Ecosystem partnerships. Opportunity Hub is intentional about forming partnerships with
ecosystem stakeholders which include but are not limited to other co-working spaces, business
associations, chambers, non-profits, networking groups, meet-ups and angel groups. Opportunity
has also formed collaborate relationships with media, community and neighborhood partners as
well.

! Social media. We tweet. We post. We engage across the social graph by targeting ecosystem
stakeholders 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 the
startup and business ecosystem in Atlanta.

! Public relations. Leveraging the media contacts and partnerships that were created from the
successful 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 Offering
Circular, 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 and
opportunities throughout society and culture. As a serial entrepreneur, Sampson co-founded Multicast
Media 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, Intellect
Inspire (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 also
serves 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 advance
this 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 and
master the entrepreneurial and investment ecosystem. opportunity.UP conferences attract over 1,000
entrepreneurs, 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 impact
culture.

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 in
the 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, wealth
creation 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 of
constituents 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 include Any Day Now: Genesis of Divine Manifestation and Your Manifest
Destiny: 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 the
Doctorate of Medicine program at the Pennsylvania State University College of Medicine from 1995 to
1999. 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 worked
closely 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 Shirley
Franklin 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 campaign
established to ensure that Dr. Kings papers would remain in the city of Atlanta at Morehouse College for
generations 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 and
marketing 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 Rodney
Sampson, 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 Operating
Officer of Opportunity Hub in Atlanta, Georgia. Opportunity Hub is a coworking space and funding
accelerator designed for startup and early staged companies.

Earl graduated with a BA in International Business from Maryville College, where he served as
Class 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 educate
youth 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 his
Bachelor of Science (BS) degree in Sociology at LaGrange College in 1996. Learn more about Brandon
at 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 custom
software 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 to
Emma Kate and Emelia Klaire. Hes actively investing in several early stage tech startups, with a focus
on mobile apps. Beyond Atlanta, he actively mentors and advises startups in Chattanooga, New York, San
Francisco, 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, the
Managers 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 no
advisors 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 and
compliance 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 Georgia
Secretaries 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 of
Securities (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 significant
proceedings 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 Voter
Empowerment Act (UOCAVA). He has also advised the Georgia Secretary of State in several
administrative proceedings involving challenges to the qualifications and eligibility of candidates to hold
office.

As Assistant Commissioner of Securities, Vincent has directed numerous investigations and
enforcement 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 in
commercial 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 Citizen
Space 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, including
Building 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, KP
served 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 software
development 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 adviser
for 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 in
several 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 the
market 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 company
than 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 eyespeak
has grown to more than 20 employees on two continents. In addition to his work at eyespeak Benj has
been 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 management
service 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 often
approached early on in the life cycle to provide valuable insight into viability, market positioning, and
fundraising. 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 and
served 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 the
Chief 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 market
share 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 initiatives
and founded the Internet Research Task Forces Anti-Spam Research Group. Dr. Judge is a recognized
authority 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. in
Computer 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 the
titanium 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 their
experience and networks to accelerate growth and enhance profitability.

In her more than 30 years of experience as an entrepreneur and corporate leader, Robinett has
served 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) accelerators
based in New York.

She was the managing director of Golden Seeds Angel Network (the third most active angel
investment 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 the
Board 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 on
any 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 in
connection 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 of
asset 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 of
regulated exchanges and clearinghouses for financial and commodity markets.

Over the past 16 years, Ron has provided technical consulting for an array of small technology
startups 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 affairs
and 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 crowdfunding
campaign.

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 our
capital 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 per
Class 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 SUBSCRIPTION
PROCEDURES. 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 of
6,000 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 be
available 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 Bird
Subscriptions will be available from May 22, 2014 (the commencement of the offering) through August
15, 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 in
amount. 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 accepted
by 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

23

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 minimum
investment 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 certain
perquisites 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 certain
perquisites 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 of Kingonomics, 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 of Kingonomics Audio 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. This
offering 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 Rule
590-4-2-.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 as
accredited 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 following
purchase 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 a
maximum investment amount; and (ii) if the annual income or net worth of the investor is $100,000 or

24

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 the
Subscription 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 the
Companys current worth and business prospects. No valuation or other third party assessment of the
Companys 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 Early
Bird 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 discretion
determines 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 prior
to 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 Offering
amount 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 aggregate
subscription amount required to close the Offering is $50,000 (or 500 Class C Units), and all funds
received 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 the
Company 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

25

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, we
have, 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 on
SparkMarkets 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, and
Section 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 have
specific 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 BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (SECURITIES
ACT), OR THE GEORGIA UNIFORM SECURITIES ACT OF 2008, AS AMENDED (THE
GEORGIA 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 IN
ACCORDANCE WITH THE TERMS OF THE COMPANYS OPERATING AGREEMENT.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT
OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS MEMBER(S),
AS PROVIDED IN THE COMPANYS OPERATING AGREEMENT, A COPY OF WHICH IS
AVAILABLE UPON REQUEST TO THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE OFFERED AND SOLD
PURSUANT 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 INVEST
GEORGIA EXEMPTION) PROMULGATED THEREUNDER). DURING THE PERIOD IN
WHICH 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 WHO
ARE RESIDENTS OF THE STATE OF GEORGIA.

In addition, following completion of this Offering, the Company will (i) issue stop transfer
instructions 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

26

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 are
presented 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 any
subscriptions for Class C Units for any reason, or no reason. Any subscription funds received by the
Company for Class C Units, where such subscriptions are rejected by the Managers, will be returned to
the potential investor without interest.

27


USE OF PROCEEDS

If the Offering described in this Offering Circular is subscribed at the minimum level, the
Company 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 expenses
beyond 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 receive
approximately $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 of
approximately $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 borne
by the Company.

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.

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, and
general 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 interest
holders (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 financial
benefit from the purchase of copies of Kingonomics to be distributed to purchasers in connection with
this Offering.









28

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 being
delivered 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 Operating
Agreement. 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 the
minimum 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 the
maximum 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. As
a 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 the
Company 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 other
securities of the Company.

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

29

the Class C Units in case of any dividends, up to the amount of their respective capital contributions. In
the event of a liquidation, dissolution or winding up of the Company, holders of the Class A Units are
entitled to share ratably in all assets remaining after payment of all liabilities of the Company, subject to a
super-priority right of the holders of the Class C Units in case of any liquidating distribution. Holders of
Class A Units have no preemptive rights and no right to convert their Class A Units into Class B Units or
Class C Units, or any other securities. There are no mandatory redemption or sinking fund provisions
applicable to the Class A Units. All outstanding shares of Class A Units are fully paid and non-assessable.
No holder of the Companys Class A Units is entitled to redemption of the units, upon any circumstances
whatsoever (except as provided in the Operating Agreement). The Company may not demand redemption
of any Class A Unit; but may, in the sole discretion of the Managers, redeem any such Class A Unit, upon
request of the holder (but is under no obligation whatsoever to do so).

The Class A Units are subject to a right of first refusal option in favor of the Company and the
other Members of the Company, as provided in the Companys Operating Agreement. All Members of
the Company (including Members who become Members by purchase of the Class C Units offered
hereby, or by purchase or grant of Class A Units or Class B Units) are required to be or become parties to
the Companys Operating Agreement, which agreement also applies additional restrictions upon the
transferability of the Companys Class A Units, Class B Units and Class C Units. A copy of the Operating
Agreement is attached hereto as Appendix 2.

There is currently no public market for the Class A Units, and none is expected to ever develop.
See RISK FACTORS.

Other than the specially reserved rights described above, the rights of the Class A Unit holders
are not materially different from the rights of the Class B Units and Class C Unit holders (except for the
superior right of the Class C Unit holders to the Class A Unit holders to receive dividends and to receive a
distribution upon any liquidation of the Company).

Class B Units

Class B Units are, pursuant to the Operating Agreement, reserved for issuance to Managers,
officers, employees and consultants of the Company. There are currently no outstanding Class B Units,
although the Company may issue Class B Units in the future.

The holders of Class B Units are entitled to one (1) vote for each Class B Unit held of record (as
are holders of the Class A Units and Class C units) on all matters submitted to a vote of the Members of
the Company as a whole, or to the Class B Members specifically. Members of the Company are entitled
to vote, as a class, on all matters described in the Companys Operating Agreement, and those matters
specifically reserved to all of the Members of the Company by law. Except for the rights specially
reserved to the Class A Unit holders described above and the Class C Units holders below, the Class B
Unit holders are entitled to vote on all matters affecting the Company, as described in the Operating
Agreement.

Holders of Class B Units are entitled to receive, ratably, such dividends as may be declared by the
Managers out of funds legally available therefore, subject to a super-priority right of the holders of the
Class C Units in case of any dividends, up to the amount of their respective capital contributions. In the
event of a liquidation, dissolution or winding up of the Company, holders of the Class B Units are entitled
to share ratably in all assets remaining after payment of all liabilities of the Company, subject to a super-
priority right of the holders of the Class C Units in case of any liquidating distribution. Holders of Class

30

B Units have no preemptive rights and no right to convert their Class B Units into Class A Units or Class
C Units, or any other securities. There are no mandatory redemption or sinking fund provisions applicable
to the Class B Units. No holder of the Companys Class B Units is entitled to redemption of the units,
upon any circumstances whatsoever (except as provided in the Operating Agreement). The Company may
not demand redemption of any Class B Unit; but may, in the sole discretion of the Managers, redeem any
such Class B Unit, upon request of the holder (but is under no obligation whatsoever to do so).

The Class B Units are subject to the same rights of first refusal and restrictions on transferability as are
the Class A Units, as described above.

Other than the specially reserved rights described above, the rights of the Class B Unit holders are
not materially different from the rights of the Class A Unit holders and Class C Unit holders (except for
the superior right of the Class C Unit holders to the Class B Unit holders to receive dividends and to
receive a distribution upon any liquidation of the Company).

There is currently no public market for the Class B Units, and none is expected to ever develop.
See RISK FACTORS.

Class C Units

The holders of Class C Units are entitled to one (1) vote for each Class C Unit held of record (as
are holders of the Class A Units) on all matters submitted to a vote of the Members of the Company as a
whole, or to the Class C Members specifically. Members of the Company are entitled to vote, as a class,
on all matters described in the Companys Operating Agreement, and those matters specifically reserved
to all of the Members of the Company by law. Except for the rights specially reserved to the Class A Unit
holders described above, the Class C Unit holders are entitled to vote on all matters affecting the
Company, as described in the Operating Agreement.

Holders of Class C Units are entitled to receive, ratably, such dividends as may be declared by the
Managers out of funds legally available therefore, and hold a super-priority to the holders of the Class A
Units and Class B Units in the event that any dividends are ever declared, up to the amount of their
respective capital contributions. In the event of a liquidation, dissolution or winding up of the Company,
holders of the Class C Units are entitled to share ratably in all assets remaining after payment of all
liabilities of the Company, and hold a super-priority to the holders of the Class A Units in case of any
liquidating distribution. Holders of Class C Units have no preemptive rights and no right to convert their
Class C Units into Class A Units, or any other securities. There are no redemption or sinking fund
provisions applicable to the Class C Units. All shares of Class C Units to be outstanding upon completion
of this offering will be, fully paid and nonassessable. No holder of the Companys Class C Units is
entitled to redemption of the units, upon any circumstances whatsoever (except as provided in the
Operating Agreement). The Company may not demand redemption of any Class C Unit; but may, in the
sole discretion of the Managers, redeem any such Class C Unit, upon request of the holder (but is under
no obligation whatsoever to do so).

In addition, holders of Class C Units are entitled, acting together as a class, to appoint an observer
to the Board 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 on any 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

31

Managers in connection with such meetings. The initial Class C Observer will be Mr. Ron Tealer. See
THE COMPANY.

The Class C Units are subject to the same rights of first refusal and restrictions on transferability
as are the Class A Units and Class B Units, as described above.

There is currently no public market for the Class C Units, and none is expected to ever develop.
See RISK FACTORS.

Optional Company Redemption of Class C Units

No holder of the Companys Membership Interest (of any Class) 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 below.

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 this Offering; 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 of the foregoing, 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.

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. Fair market value, in any such redemption context, as to a
Unit of Membership Interest, shall be determined, in good faith, and with commercially reasonable
diligence, by the Managers of the Company.

The foregoing description of the redemption provisions applicable to the Class C Units is
qualified in its entirety by reference to the applicable provisions of the Companys Operating Agreement,
attached hereto as Appendix 2.

Dilution

The Company, acting by action of the Class A Members in accordance with the terms of its
Operating Agreement may issue further Class A Units, Class B Units, Class C Units or any new class of
units, at any time following completion of this Offering. Any such issuance of membership interest of the
Company would result in a dilution of the holdings of the then existing owners of the membership interest
of the Company. Purchasers of Class C Units in this Offering will have no pre-emptive or similar rights
with respect to such subsequent issuances, and are not empowered to vote on any matters related to such
subsequent issuances. See RISK FACTORS.

32


PRINCIPAL MEMBERSHIP INTEREST HOLDERS

Current Ownership

The following tables set forth certain information with respect to the beneficial ownership of the
Companys Class A Units, Class B Units and Class C Units as of May 22, 2014, and the membership
interest percentages in the Company. Except as otherwise noted, the persons or entities in these tables
have sole voting and investing power with respect to all the units.

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%
*See section below entitled Outstanding Rights to Acquire Units of Membership Interest.


Class B Members

Name Class B Units Membership Percentage
None


Class C Members

Name Class C Units Membership Percentage
None



Outstanding Rights to Acquire Units of Membership Interest

Earl Coleman, Jr., a Class A Unit holder and the Companys Chief Operations Officer, is
scheduled to be granted an additional 1,300 Class A Units by the Company in recognition of services
provided to the Company, which Class A Units shall vest fully on May 22, 2015, subject to full
divestment if Mr. Coleman is no longer an officer of the Company on such date.

Pro Rata Ownership Following Offering

In the event that this Offering is successfully concluded, the current holders of the Class A Units
will have their membership interests in the Company diluted, pro rata. The extent of such dilution will be
dependent upon the amount of Class C Units subscribed for in this Offering.

33


SUBSCRIPTION PROCEDURES

Investor Suitability

The Class C Units are offered pursuant to this Offering Circular in reliance upon the exemptions
from registration provided under Section 3(a)(11) of the Securities Act and Rule 147 promulgated
thereunder, and the Invest Georgia Exemption. Investors are required to represent in writing that they:

Are 18 years or older and are legal residents of the State of Georgia;
Are investing in the Company for their own account, for investment purposes only, and not with a
view to distribution of the Class C Units;
Have had access to sufficient information needed to make an investment decision about the
Company;
Can tolerate the illiquidity which is characteristic of this investment; and
Can tolerate and bear the loss of their entire investment in the Company.

Closing of the Offering

The minimum amount required to be received by the Company before the Offering may be closed
is subscriptions for 500 Class C Units (for an aggregate purchase price of $50,000). If the Company
receives and accepts subscriptions for this amount, it may close the Offering at any time thereafter, but
may, in its sole discretion continue to accept subscriptions for additional Class C Units up to an aggregate
maximum sales price of $600,000.

The Offering will remain open until the minimum investment amount is received and the
Company chooses to close the offering, the maximum offering has been subscribed for, or November 17,
2014 (the Expiration Date) (unless extended by the Company, in its sole discretion, as described herein),
whichever is earlier. The Managers may, in their discretion, terminate the Offering prior to Expiration
Date.

Subscription Procedures

To subscribe for the Class C Units a prospective investor must complete, execute and deliver to
the Company the following items prior to the Expiration Date:

1. A Subscription Agreement in the form attached to this Offering Circular as Appendix 1,
pursuant to which the prospective investor (if his/her subscription is accepted) will
subscribe to purchase Class C Units.

2. A counterpart of the Companys Operating Agreement, in the form attached to this
Offering Circular as Appendix 2, pursuant to which the prospective investor (if his/her
subscription is accepted) will become a member of the Company.

3. Subscription funds via the interface provided at www.sparkmarket.com, or by check (in
the Companys sole discretion) in the amount of the investors proposed subscription.


34

FINANCIAL INFORMATION

The financial statements of the Company (as amended from time to time, collectively, the
Financial Statements) will be prepared and made available upon request. These Financial Statements
have not been audited by an independent outside, public accounting firm because, in the Companys
opinion, as a newly founded company which has limited financial history, any information in an audit
prepared now, would not be materially helpful to a decision regarding an investment in the Company. See
RISK FACTORS.

As the Companys operations to date have been solely funded by contributions from the
Founders, and as the Company has generated limited revenues to date and has only limited assets and
liabilities, the Company has not yet prepared Financial Statements for distribution to potential investors in
this offering, because the Company believes that such Financial Statements would be of limited use.


LEGAL COUNSEL

The Company has received legal counsel in connection with the issuance of the securities offered
hereby by Maucere Law Group LLC, located in 2970 Peachtree Road NW STE 525, Atlanta, GA 30305.

ADDITIONAL INFORMATION

The Company will make available, prior to the consummation of this offering, to the prospective
investor and his/her representatives and advisors the opportunity to ask questions and receive answers
concerning the terms and conditions of this offering and to obtain any additional business, financial or
other information which the Company may possess or can obtain without unreasonable effort or expense.
Inquiries should be directed to:

Rodney Sampson
Opportunity Hub, LLC
200 Peachtree Street NW, Suite 206
Atlanta, Georgia 30303
Tel: (404) 525.1269
investorrelations@ohub200.com
www.ohub200.com

No person is authorized to give any information or to make any representation not contained in
this Offering Circular and, if any such information is given or made, such information or representation
may not be relied upon.




[Remainder of Page Intentionally Blank]
Appendix 1 Page 1

APPENDIX 1

SUBSCRIPTION AGREEMENT

Special Note All purchasers in this Offering are limited to the following purchase 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 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 net worth, to a maximum total investment of $100,000. See Question #14
below to certify as to your income/net worth status.

As of the date hereof the undersigned subscribes, subject to the acceptance of the Company, to
acquire:

____________ Class C Unit(s) (the Units) of Opportunity Hub, LLC, a Georgia limited
liability company (the Company), for a total consideration of:

$____________ (Number of Class C Units x $100.00).

The Units are referred to herein as (Securities). In consideration of the sale of the Securities
and intending to be legally bound, the undersigned hereby makes the following representations and agrees
as follows:

1. The undersigned is a legal resident of the State of Georgia, and is 18 years of age or
older. The residence address following the undersigneds signature is the address where
the undersigned is a resident and a domiciliary (not a temporary or transient resident).

2. The undersigned is familiar with the business and financial condition, properties,
operations and prospects of the Company, and has had access to sufficient information
needed to make an investment decision about the Company

3. The undersigned has adequate knowledge, skill and experience in business, financial and
investment matters and is capable of evaluating the merits and risks of an investment in
the Securities. To the extent that the undersigned has deemed it appropriate to do so, the
undersigned has retained at his/her/its own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal merits and consequences of
purchasing and owning the Securities.

4. The undersigned has been given full access to all material information concerning the
condition, properties, operations and prospects of the Company. The undersigned and
his/her/its advisers have had an opportunity to ask questions of, and to receive
information from, the Company and persons acting on its behalf, concerning the terms
and conditions of the undersigneds investment in the Securities, and to obtain any
additional information necessary to verify the accuracy of the information and data
received by the undersigned. The undersigned is satisfied that there is no material
information concerning the condition, properties, operations and prospects of the
Company of which the undersigned has not had an opportunity to inquire.

5. The undersigned has made, together with his/her/its advisers, such independent
investigation of the Company and the matters mentioned in Paragraph 2 above, as the
undersigned deems to be, or the undersigneds advisers have advised is, necessary or

2

advisable in connection with the investment; and the undersigned and his/her/its advisers
have received all information and data which the undersigned and his advisers believe to
be necessary in order to reach an informed decision as to the advisability of investing in
the Securities.

6. The undersigned understands that the purchase of the Securities involves significant risks,
including those disclosed in the Companys Offering Circular dated May 22, 2014, which
the undersigned received in connection with the offering.

7. The undersigned has reviewed his/her/its financial condition and commitments, alone and
together with his/her/its advisers. Based on such review, the undersigned is satisfied that
he/she/it has adequate means of providing for his/her/its financial needs and possible
contingencies and those of his/her/its dependents, and that he/she/it does not have any
current or foreseeable future need for liquidity of the funds being utilized or to be utilized
in the purchase of the Securities. The undersigned is capable of bearing the economic risk
of the investment in the Securities for the indefinite future. The undersigned has assets or
sources of income which, when taken together, are more than sufficient, so that the
undersigned could bear the risk of loss of his/her/its entire investment in the Securities.

8. The undersigneds purchase of the Securities is wholly voluntary and for the sole
beneficial account of the undersigned and not for the account of any other person, and not
with a view to distribution of the Units. The undersigneds purchase is for cash given to
the Company.

9. The undersigned and his/her/its advisers understand that the Securities have not been
registered under the Securities Act of 1933, as amended (Securities Act), the Georgia
Uniform Securities Act of 2008, as amended (the Georgia Act), or under the securities
laws of any state by reason of specific exemptions under the provisions thereof which
depend in part upon the undersigneds investment intent. The undersigned is acquiring
the Securities for investment and not (directly or indirectly) with a view to, or for resale
in connection with, any distribution of the Securities. The undersigned has no present
intention of making any sale, assignment, pledge, gift, transfer or other disposition of any
of the Securities or any interest therein. The undersigned and his/her/its advisers have
reviewed the undersigneds financial condition and commitments; and are satisfied that
the undersigned has no foreseeable need to make any such disposition of the Securities.
The undersigned fully understands the nature of the investment being made and the
financial risks thereof.

10. The undersigned understands that the Securities Act, the Georgia Act and the rules of the
Securities and Exchange Commission and applicable state securities laws provide in
substance that the Securities are intrastate offered securities and that the undersigned
may dispose of the Securities only pursuant to an effective registration statement under
the Securities Act or an exemption from such registration, if available, as well as under
effective exemptions from registration under any applicable state securities laws. The
undersigned has been advised that the Company will have no obligation and has no
present intention to register any of the Securities under the Securities Act or under any
state securities laws. In addition to the restrictions upon resale imposed by the Securities
Act, the Georgia Act and applicable state securities laws, the undersigned and his/her/its
advisers, have reviewed and understand the restrictions imposed by the Companys

3

Operating Agreement upon any sale or other transfer of the Securities. As a consequence,
the undersigned understands that he/she/it must bear the economic risks of the investment
in the Securities for an indefinite period of time.

11. The undersigned agrees that he/she/it will not sell, assign, pledge, give, transfer or
otherwise dispose of any or all of the Securities or any interest therein unless and until the
undersigned has complied with all applicable provisions of the Securities Act and any
other applicable federal or state securities laws.

12. The undersigned acknowledges that this Subscription Agreement, and the undersigneds
rights herein, may not be assigned, sold or transferred in any manner and that this
Subscription Agreement may not be altered, amended or revoked once delivered to the
Company without the prior written consent of the Company, except as provided by
applicable securities laws.

13. The undersigned acknowledges that any instrument evidencing the Securities held by the
undersigned shall be endorsed or otherwise imprinted with a suitable legend in
substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (SECURITIES
ACT), OR THE GEORGIA UNIFORM SECURITIES ACT OF 2008, AS AMENDED (THE
GEORGIA 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 IN
ACCORDANCE WITH THE TERMS OF THE COMPANYS OPERATING AGREEMENT.
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT
OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS MEMBER(S),
AS PROVIDED IN THE COMPANYS OPERATING AGREEMENT, A COPY OF WHICH IS
AVAILABLE UPON REQUEST TO THE COMPANY.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE OFFERED AND SOLD
PURSUANT 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 INVEST
GEORGIA EXEMPTION) PROMULGATED THEREUNDER). DURING THE PERIOD IN
WHICH 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 WHO
ARE RESIDENTS OF THE STATE OF GEORGIA.


4

14. In order to purchase securities in this Offering, the Subscriber must indicate its
level of income and net worth by checking the appropriate category and filling in the amounts
requested below:

The Subscribers annual income or net worth is less than $100,000 and the Subscribers
(i) annual income is $________________, and (ii) net worth is $___________________.

The Subscribers annual income or net worth is greater than $100,000 and the
Subscribers (i) annual income is $________________, and (ii) net worth is
$__________________.

NOTE All purchasers in this Offering are limited to the following purchase 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 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 net worth, to a maximum total investment of $100,000.

15. If the Subscriber qualifies as an accredited investor as that term is defined in Rule 501
of Regulation D promulgated under the Securities Act (17 C.F.R. 230.501), please check below the
category of accredited investor into which the undersigned qualifies (and, if the undersigned, does not
qualify as an accredited investor please so indicate):

____ A natural person whose individual net worth or joint net worth with that persons spouse,
at the time of his or her purchase exceeds $1,000,000 (excluding in such calculation the value of your
primary residence and the related amount of indebtedness secured by your primary residence up to its fair
market value and including in such calculation, if applicable, the related amount of indebtedness secured
by your primary residence that exceeds its fair market value); or

____ A natural person who had an individual income in excess of $200,000 in each of the two
most recent years or joint income with that persons spouse in excess of $300,000 in each of those years
and has a reasonable expectation of reaching the same income level in the current year; or

____ A director or executive officer of the Company; or

____ An organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership not formed for the specific purpose of
acquiring the Class B Common Stock offered pursuant to the Memorandum, with total assets in excess of
$5,000,000; or

____ A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of
acquiring the Class B Common Stock offered pursuant to the Memorandum, whose purchase is directed
by a sophisticated person as described in SEC Rule 506(b)(2)(ii); or

____ A bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan
association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended; an insurance company as defined in section 2(a)(13) of the Securities
Act; an investment company registered under the Investment Company Act of 1940, as amended (ICA)
or a business development company as defined in Section 2(a)(48) of the ICA; a Small Business

5

Investment company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958, as amended; a plan established and maintained by a state, its
political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the
benefit of employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan
within the meaning of the Employee Retirement Income Security Act of 1974, as amended (ERISA) if
the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either
a bank, savings and loan association, insurance company, or registered investment adviser, or if the
employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment
decisions made solely by persons that are accredited investors; or

____ A private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940, as amended; or

____ An entity in which all of the equity owners are accredited investors.
or
____ The Subscriber does not qualify as an accredited investor.


NOTE Purchasers in this Offering do not have to qualify as accredited investors, but only
purchasers who qualify as accredited investors are permitted to invest more than $10,000 in this Offering.




[The Remainder of this Page Intentionally Left Blank]

6

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
______ day of _______________, 2014.

The undersigned (circle one) [is] / [is not] a citizen or resident of the United States and the State of
Georgia.

Print Name of Individual/Entity: Print Name of Spouse if Securities are to be made in
Joint Name or are Community Property:

________________________________ _________________________________

Print Social Security Number of Individual
Or Tax ID Number of Entity: Print Social Security Number of Spouse:

_______________________________ _________________________________

Signature of Individual/Entity: Signature of Spouse if Securities are to be made in Joint
Name or are Community Property:

________________________________ _________________________________

Print Address of Residence: Print Telephone Number:

________________________________ (___)____________________________

________________________________

________________________________


Acknowledged and Accepted by:

OPPORTUNITY HUB, LLC







Name: Rodney S. Sampson

Title: Manager

Date:


SUBSCRIPTION AGREEMENT CLASS C UNITS GEORGIA RESIDENTS ONLY
Appendix 2 Page 1

APPENDIX 2

OPERATING AGREEMENT


[See Attached]