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2014-5-29 OHub - Operating Agreement Final

2014-5-29 OHub - Operating Agreement Final

Ratings: (0)|Views: 213|Likes:
Published by Rodney Sampson
OPERATING AGREEMENT

This is the Operating Agreement of Opportunity Hub, LLC.

#1000Founders

The Opportunity Hub [OHUB], a coworking space located in downtown Atlanta has launched its much anticipated capital raise using The State of Georgia’s Invest Georgia Exemption intra-state “Crowdfunding” Rules on Sparkmarket.com. The purpose of IGE is to provide Georgia based entrepreneurs with expanded access to much needed capital in order to develop new business ventures, expand existing ones and create more Georgia jobs from Georgia investors - accredited and non-accredited.

Learn more about #1000Founders and how Georgia residents can purchase stock in Opportunity Hub at 1000Founders.com.

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 Company’s 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 Company’s 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 Company’s expectations.
OPERATING AGREEMENT

This is the Operating Agreement of Opportunity Hub, LLC.

#1000Founders

The Opportunity Hub [OHUB], a coworking space located in downtown Atlanta has launched its much anticipated capital raise using The State of Georgia’s Invest Georgia Exemption intra-state “Crowdfunding” Rules on Sparkmarket.com. The purpose of IGE is to provide Georgia based entrepreneurs with expanded access to much needed capital in order to develop new business ventures, expand existing ones and create more Georgia jobs from Georgia investors - accredited and non-accredited.

Learn more about #1000Founders and how Georgia residents can purchase stock in Opportunity Hub at 1000Founders.com.

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 Company’s 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 Company’s 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 Company’s expectations.

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Categories:Types, Legal forms
Published by: Rodney Sampson on May 30, 2014
Copyright:Traditional Copyright: All rights reserved

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-i-
 
OPERATING AGREEMENT OF OPPORTUNITY HUB, LLC
 
 
 
THE SECURITIES EVIDENCED HEREBY HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE “FEDERAL ACT”), THE GEORGIA UNIFORM SECURITIES ACT OF 2008, AS AMENDED (THE “GEORGIA ACT”) OR THE SECURITIES LAWS OF ANY OTHER STATE, IN RELIANCE UPON CERTAIN EXEMPTIVE PROVISIONS OF SAID ACTS. SAID SECURITIES CANNOT BE SOLD OR TRANSFERRED EXCEPT IF, IN THE OPINION OF COUNSEL TO THE ISSUER, SUCH SALE OR TRANSFER WOULD BE: (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE FEDERAL ACT OR PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION; AND (2) IN A TRANSACTION WHICH IS EXEMPT UNDER APPLICABLE STATE SECURITIES LAWS, INCLUDING THE GEORGIA ACT, OR PURSUANT TO EFFECTIVE REGISTRATION STATEMENTS UNDER SUCH ACTS, OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH SUCH ACTS. THE SECURITIES CREATED BY THIS OPERATING AGREEMENT ARE SUBJECT TO CERTAIN OTHER RESTRICTIONS ON TRANSFER AND RIGHTS OF REPURCHASE IN THE COMPANY AND THE OWNERS AS SET FORTH IN THIS OPERATING AGREEMENT, INCLUDING, WITHOUT LIMITATION, THOSE SET FORTH IN ARTICLE 9 OF THIS OPERATING AGREEMENT. NO TRANSFER OF ANY SECURITIES CREATED BY THIS AGREEMENT SHALL BE VALID UNLESS MADE IN ACCORDANCE WITH THIS OPERATING AGREEMENT.
OPERATING AGREEMENT OF OPPORTUNITY HUB, LLC
This Operating Agreement (this “
Agreement
”) is made and entered into as of the 22 day of May, 2014 (the “
Effective Date
”), by and among Opportunity Hub, LLC, a Georgia limited liability company (the “
Company
”), Legacy Opportunity Funds, LLC, a limited liability company organized in the State of Georgia (“
Legacy
”), Earl Coleman, Jr., an individual resident of the State of Georgia (“
Earl Coleman
”), Brandon Rickman (“
Brandon Rickman
”), an individual resident of the State of Georgia and Bradley Kirkland, an individual resident of the State of Georgia (“
Bradley Kirkland
”, and, together with Legacy, Earl Coleman, Brandon Rickman and persons admitted after the Effective Date who are so designated and who are signatories to this Agreement, the “
Class A Members
”), and the members admitted after the Effective Date who are so designated and who are signatories to this Agreement (individually a “
Class B Member
” or a “
Class C Member
”, as the case may be, or, collectively, the “
Class C Members
” or the
Class C Members
”, as the case may be).
W I T N E S S E T H: WHEREAS
, the Company was formed as a limited liability company, by the filing of its Articles of Organization with the State of Georgia on August 9, 2013, and was created for the purposes set forth herein;
WHEREAS
, on May 22, 2014, the Members of the Company unanimously agreed to adopt this Agreement to, among other matters, reflect the current membership interest ownership of the Company, and to create Class A Units, Class B Units and Class C Units of membership interest in the Company;
WHEREAS
, the parties desire to set forth the terms of their relationship in respect of the Company, and desire that this Agreement be the operating agreement of the Company pursuant to the Georgia Limited Liability Company Act, as amended (the “
Act
”); and
 
 
WHEREAS
, each of Legacy, Earl Coleman, Brandon Rickman and Bradley Kirkland has been admitted as a Class A Member (as hereinafter defined) of the Company and the Company wishes for each to join this Agreement and to recite their initial capital contributions to the Company.
NOW, THEREFORE
, the undersigned Members hereby agree as follows:
ARTICLE 1 GENERAL PROVISIONS 1.1 Name of the Company
. The name of the Company is Opportunity Hub, LLC or such other name as the Members may determine from time to time.
1.2 Business of the Company
. The business of the Company shall be (i) the operation of a  business development space and training facility (the
Company Business
”), and (ii) to engage in such other business and activities as permitted under the terms of the Act.
1.3 Principal Place of Business, Registered Office and Agent of the Company
. The  principal place of business of the Company shall be located at 200 Peachtree Street, NW, Atlanta, Georgia 30303, or at such other location as the Managers (as hereinafter defined) shall determine. The Georgia registered office of the Company shall be located at 200 Peachtree Street, NW, Atlanta, Georgia 30303, or at such other place as the Managers may determine from time to time. The initial Georgia registered agent at the registered office of the Company is Rodney Sampson.
1.4 Term of the Company
. The Company commenced on the date of the filing of the Articles of Organization of the Company (the “
Articles
”) at the office of the Secretary of State of the State of Georgia, and shall continue unless earlier dissolved in accordance with Article 11 of this Agreement or the Act.
ARTICLE 2 DEFINITIONS 2.1 Incorporated Definitions
. Certain terms are defined in the recitals to this Agreement and in the
 Appendix
 to this Agreement. Other capitalized words and phrases used in this Agreement shall have the meanings set forth in this Article 2.
Act
” means the Georgia Limited Liability Company Act set forth in O.C.G.A. §14-11-100, et seq., as amended.
Affiliate
” means, with respect to a specified Person, any Person that directly or indirectly controls, is controlled by, or is under common control with, the specified Person. As used herein, the term “control” means the possession, directly or indirectly, of the power to direct or cause direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
Agreement
” or “
Operating Agreement
” means this Operating Agreement and all amendments to this Operating Agreement pursuant to Section 13.4 hereof.
Articles
” shall have the meaning set forth in Section 1.4 herein.

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